10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2018

or

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

For the transition period from                      to                      

Commission file number 1-442

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

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

(312) 544-2000

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

As of October 17, 2018, there were 567,885,369 shares of common stock, $5.00 par value, issued and outstanding.

THE BOEING COMPANY

FORM 10-Q

For the Quarter Ended September 30, 2018

INDEX

Part I. Financial Information (Unaudited)		Page
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Operations	1
	Condensed Consolidated Statements of Comprehensive Income	2
	Condensed Consolidated Statements of Financial Position	3
	Condensed Consolidated Statements of Cash Flows	4
	Condensed Consolidated Statements of Equity	5
	Summary of Business Segment Data	6
	Note 1 – Basis of Presentation	7
	Note 2 - Impact of Adoption of New Standards	11
	Note 3 - Earnings Per Share	15
	Note 4 - Income Taxes	16
	Note 5 - Inventories	16
	Note 6 - Contracts with Customers	17
	Note 7 - Customer Financing	17
	Note 8 - Investments	19
	Note 9 - Other Assets	19
	Note 10 - Commitments & Contingencies	19
	Note 11 - Arrangements with Off-Balance Sheet Risk	22
	Note 12 - Debt	24
	Note 13 - Postretirement Plans	24
	Note 14 - Share-Based Compensation and Other Comprehensive Arrangements	25
	Note 15 - Shareholders' Equity	26
	Note 16 - Derivative Financial Instruments	27
	Note 17 - Fair Value Measurements	29
	Note 18 - Legal Proceedings	31
	Note 19 - Segment and Revenue Information	31
	Note 20 - Subsequent Events	34
	Report of Independent Registered Public Accounting Firm	35
Forward-Looking Statements		36
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
	Consolidated Results of Operations and Financial Condition	38
	Commercial Airplanes	44
	Defense, Space & Security	46
	Global Services	49
	Boeing Capital	50
	Liquidity and Capital Resources	51
	Off-Balance Sheet Arrangements	53
	Contingent Obligations	53
	Non-GAAP Measures	54
	Other	55
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55
Item 4.	Controls and Procedures	56
Part II. Other Information
Item 1.	Legal Proceedings	57
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3.	Defaults Upon Senior Securities	57
Item 4.	Mine Safety Disclosures	57
Item 5.	Other Information	57
Item 6.	Exhibits	58
Signature		59

Part I. Financial Information

Item 1. Financial Statements

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in millions, except per share data)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Sales of products		$64,848			$61,667			$22,463			$21,782
Sales of services	7,938			7,568			2,683			2,441
Total revenues	72,786			69,235			25,146			24,223
Cost of products	(53,134		)	(50,936		)	(18,882		)	(18,050		)
Cost of services	(6,215		)	(5,742		)	(2,140		)	(1,879		)
Boeing Capital interest expense	(51		)	(53		)	(18		)	(27		)
Total costs and expenses	(59,400		)	(56,731		)	(21,040		)	(19,956		)
	13,386			12,504			4,106			4,267
Income from operating investments, net	112			169			32			49
General and administrative expense	(3,345		)	(2,890		)	(1,154		)	(918		)
Research and development expense, net	(2,417		)	(2,417		)	(826		)	(768		)
Gain on dispositions, net	76						69
Earnings from operations	7,812			7,366			2,227			2,630
Other income, net	63			91			12			40
Interest and debt expense	(317		)	(267		)	(106		)	(87		)
Earnings before income taxes	7,558			7,190			2,133			2,583
Income tax (expense)/benefit	(522		)	(2,052		)	230			(773		)
Net earnings		$7,036			$5,138			$2,363			$1,810
Basic earnings per share		$12.08			$8.49			$4.11			$3.03
Diluted earnings per share		$11.95			$8.39			$4.07			$2.99
Cash dividends paid per share		$5.13			$4.26			$1.71			$1.42
Weighted average diluted shares (millions)	588.9			612.8			580.8			606.3

See Notes to the Condensed Consolidated Financial Statements.

1

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Net earnings		$7,036			$5,138			$2,363			$1,810
Other comprehensive income, net of tax:
Currency translation adjustments	(55		)	121			2			44
Unrealized gain/(loss) on certain investments, net of tax of ($1), $0, $0 and $0	3
Unrealized (loss)/gain on derivative instruments:
Unrealized (loss)/gain arising during period, net of tax of $27, ($61), $1 and ($22)	(97		)	111			(4		)	40
Reclassification adjustment for losses included in net earnings, net of tax of ($5), ($24), ($3) and ($5)	19			44			9			10
Total unrealized (loss)/gain on derivative instruments, net of tax	(78		)	155			5			50
Defined benefit pension plans and other postretirement benefits:
Amortization of prior service credits included in net periodic pension cost, net of tax of $30, $47, $10 and $16	(106		)	(84		)	(35		)	(27		)
Net actuarial gain arising during the period, net of tax of $0, ($1), $0 and $0	1			3
Amortization of actuarial losses included in net periodic pension cost, net of tax of ($182), ($217), ($60) and ($72)	657			394			219			131
Settlements and curtailments included in net income, net of tax of ($3), $0, $0 and $0	6
Pension and postretirement cost related to our equity method investments, net of tax of $1, $1, $0 and $0	(4		)	(2		)	(1		)
Total defined benefit pension plans and other postretirement benefits, net of tax	554			311			183			104
Other comprehensive income, net of tax	424			587			190			198
Comprehensive income related to noncontrolling interests	(12		)	(1		)	(2		)
Comprehensive income, net of tax		$7,448			$5,724			$2,551			$2,008

See Notes to the Condensed Consolidated Financial Statements.

2

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Financial Position

(Unaudited)

(Dollars in millions, except per share data)	September 30 2018			December 31 2017
Assets
Cash and cash equivalents		$8,034			$8,813
Short-term and other investments	1,956			1,179
Accounts receivable, net	2,893			2,894
Unbilled receivables, net	9,936			8,194
Current portion of customer financing, net	431			309
Inventories	62,038			61,388
Other current assets	2,398			2,417
Total current assets	87,686			85,194
Customer financing, net	2,785			2,756
Property, plant and equipment, net of accumulated depreciation of $18,328 and $17,641	12,571			12,672
Goodwill	5,722			5,559
Acquired intangible assets, net	2,530			2,573
Deferred income taxes	323			321
Investments	1,190			1,260
Other assets, net of accumulated amortization of $466 and $482	1,852			2,027
Total assets		$114,659			$112,362
Liabilities and equity
Accounts payable		$13,663			$12,202
Accrued liabilities	12,869			13,069
Advances and progress billings	51,496			48,042
Short-term debt and current portion of long-term debt	1,389			1,335
Total current liabilities	79,417			74,648
Deferred income taxes	1,738			2,188
Accrued retiree health care	5,394			5,545
Accrued pension plan liability, net	15,927			16,471
Other long-term liabilities	2,905			2,015
Long-term debt	10,487			9,782
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	6,714			6,804
Treasury stock, at cost - 443,262,126 and 421,222,326 shares	(51,781		)	(43,454		)
Retained earnings	54,666			49,618
Accumulated other comprehensive loss	(15,949		)	(16,373		)
Total shareholders’ equity	(1,289		)	1,656
Noncontrolling interests	80			57
Total equity	(1,209		)	1,713
Total liabilities and equity		$114,659			$112,362

See Notes to the Condensed Consolidated Financial Statements.

3

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in millions)	Nine months ended September 30
	2018			2017
Cash flows – operating activities:
Net earnings		$7,036			$5,138
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash items –
Share-based plans expense	150			151
Depreciation and amortization	1,531			1,470
Investment/asset impairment charges, net	63			75
Customer financing valuation (benefit)/expense	(3		)	4
Gain on dispositions, net	(76		)
Other charges and credits, net	158			196
Changes in assets and liabilities –
Accounts receivable	10			(558		)
Unbilled receivables	(1,732		)	(1,805		)
Advances and progress billings	3,457			4,714
Inventories	(173		)	(800		)
Other current assets	(5		)	(337		)
Accounts payable	1,181			780
Accrued liabilities	890			(102		)
Income taxes receivable, payable and deferred	(252		)	1,507
Other long-term liabilities	1			25
Pension and other postretirement plans	(89		)	(550		)
Customer financing, net	(175		)	634
Other	403			(99		)
Net cash provided by operating activities	12,375			10,443
Cash flows – investing activities:
Property, plant and equipment additions	(1,227		)	(1,304		)
Property, plant and equipment reductions	117			30
Acquisitions, net of cash acquired	(250		)
Contributions to investments	(2,145		)	(2,815		)
Proceeds from investments	1,369			2,612
Purchase of distribution rights	(56		)	(131		)
Other	(5		)	7
Net cash used by investing activities	(2,197		)	(1,601		)
Cash flows – financing activities:
New borrowings	4,696			876
Debt repayments	(4,029		)	(83		)
Contributions from noncontrolling interests	35
Stock options exercised	70			291
Employee taxes on certain share-based payment arrangements	(247		)	(118		)
Common shares repurchased	(8,415		)	(7,500		)
Dividends paid	(2,976		)	(2,575		)
Net cash used by financing activities	(10,866		)	(9,109		)
Effect of exchange rate changes on cash and cash equivalents, including restricted	(37		)	73
Net decrease in cash & cash equivalents, including restricted	(725		)	(194		)
Cash & cash equivalents, including restricted, at beginning of year	8,887			8,869
Cash & cash equivalents, including restricted, at end of period	8,162			8,675
Less restricted cash & cash equivalents, included in Investments	128			106
Cash and cash equivalents at end of period		$8,034			$8,569

See Notes to the Condensed Consolidated Financial Statements.

4

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited)

	Boeing shareholders
(Dollars in millions, except per share data)	Common Stock		Additional Paid-In Capital			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Non- controlling Interests			Total
Balance at January 1, 2017		$5,061		$4,762			($36,097	)		$41,754			($13,623	)		$60			$1,917
Net earnings									5,138						(1		)	5,137
Other comprehensive loss, net of tax of ($255)												587						587
Share-based compensation and related dividend equivalents			168						(18		)							150
Treasury shares issued for stock options exercised, net			(80		)	370												290
Treasury shares issued for other share-based plans, net			(178		)	64												(114		)
Treasury shares contributed to pension plans			2,082			1,418												3,500
Common shares repurchased						(7,500		)										(7,500		)
Cash dividends declared ($2.84 per share)									(1,709		)							(1,709		)
Balance at September 30, 2017		$5,061		$6,754			($41,745	)		$45,165			($13,036	)		$59			$2,258
Balance at January 1, 2018		$5,061		$6,804			($43,454	)		$49,618			($16,373	)		$57			$1,713
Net earnings									7,036						(12		)	7,024
Other comprehensive income, net of tax of ($133)												424						424
Share-based compensation and related dividend equivalents			167						(17		)							150
Treasury shares issued for stock options exercised, net			(37		)	107												70
Treasury shares issued for other share-based plans, net			(220		)	(19		)										(239		)
Common shares repurchased						(8,415		)										(8,415		)
Cash dividends declared ($3.42 per share)									(1,971		)							(1,971		)
Changes in noncontrolling interests															35			35
Balance at September 30, 2018		$5,061		$6,714			($51,781	)		$54,666			($15,949	)		$80			($1,209	)

See Notes to the Condensed Consolidated Financial Statements.

5

The Boeing Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Business Segment Data

(Unaudited)

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenues:
Commercial Airplanes		$43,409			$42,626			$15,276			$15,393
Defense, Space & Security	17,084			15,304			5,729			5,050
Global Services	12,124			10,784			4,091			3,579
Boeing Capital	214			234			77			70
Unallocated items, eliminations and other	(45		)	287			(27		)	131
Total revenues		$72,786			$69,235			$25,146			$24,223
Earnings/(loss) from operations:
Commercial Airplanes		$5,175			$3,665			$2,023			$1,513
Defense, Space & Security	925			1,649			(245		)	486
Global Services	1,790			1,687			543			495
Boeing Capital	71			87			27			23
Segment operating profit	7,961			7,088			2,348			2,517
Unallocated items, eliminations and other	(1,168		)	(771		)	(458		)	(233		)
FAS/CAS service cost adjustment	1,019			1,049			337			346
Earnings from operations	7,812			7,366			2,227			2,630
Other income, net	63			91			12			40
Interest and debt expense	(317		)	(267		)	(106		)	(87		)
Earnings before income taxes	7,558			7,190			2,133			2,583
Income tax (expense)/benefit	(522		)	(2,052		)	230			(773		)
Net earnings		$7,036			$5,138			$2,363			$1,810

This information is an integral part of the Notes to the Condensed Consolidated Financial Statements. See Note 19 for further segment results.

6

The Boeing Company and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

(Dollars in millions, except per share data)

(Unaudited)

Note 1 – Basis of Presentation

The condensed consolidated interim financial statements included in this report have been prepared by management of The Boeing Company (herein referred to as “Boeing”, the “Company”, “we”, “us”, or “our”). In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation are reflected in the interim financial statements. The results of operations for the period ended September 30, 2018 are not necessarily indicative of the operating results for the full year. The interim financial statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in our 2017 Annual Report on Form 10-K. Prior period amounts have been adjusted to conform with the current year presentation.

Standards Issued and Not Yet Implemented

In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). The new standard is effective for reporting periods beginning after December 15, 2018 and early adoption is permitted. The standard will require lessees to report most leases as assets and liabilities on the balance sheet, while lessor accounting will remain substantially unchanged. The standard permits two approaches, one requiring retrospective application of the new guidance with restatement of prior years, and one requiring prospective application of the new guidance. We plan to adopt the new lease standard effective January 1, 2019 and apply it prospectively. We do not expect the new lease standard to have a material effect on our financial position, results of operations or cash flows.

Standards Issued and Implemented

In the first quarter of 2018, we adopted the following ASUs: ASU 2014-09, Revenue from Contracts with Customers (Topic 606); ASU 2017-07,Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost; ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash; ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

The impact of the adoption of these standards to our unaudited Condensed Consolidated Financial Statements is presented in Note 2 and the additional disclosures are shown in Notes 6 and 19.

ASU 2014-09 In the first quarter of 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), using the full retrospective method. Topic 606 requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services.

Most of our defense contracts at our Defense, Space & Security (BDS) and Global Services (BGS) segments and certain military derivative aircraft contracts at our Commercial Airplanes (BCA) segment now recognize revenue under the new standard as costs are incurred. Under previous U.S. generally accepted accounting principles (GAAP), revenue was generally recognized when deliveries were made, performance milestones were attained, or as costs were incurred. The new standard accelerates the timing of when the revenue is recognized, however, it does not change the total amount of revenue recognized on these contracts. The new standard does not affect revenue recognition or the use of program accounting for commercial airplane contracts in our BCA business. We continue to recognize revenue for these contracts at the point in time when the customer accepts delivery of the airplane. The adoption resulted in a cumulative adjustment to increase Retained earnings by $901 at January 1, 2016 and an increase of $73 to Net earnings for the first nine months of 2017.

7

ASU 2017-07 In the first quarter of 2018, we adopted ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The standard requires non-service cost components of net periodic benefit cost to be presented in non-operating earnings using a retrospective transition method. We applied a practical expedient as the estimation basis for the reclassification of prior period non-service cost components of net periodic benefit cost from Earnings from operations to Other income/(loss), net. Through the end of 2017, a portion of net periodic pension and other postretirement income or expense was not recognized in net earnings in the year incurred because it was allocated to production as product costs, and reflected in inventory at the end of the reporting periods. Effective January 1, 2018, in accordance with our adoption of ASU 2017-07, only service costs may be allocated to production costs and capitalized in inventory on a prospective basis. The impact of adoption was not material.

ASU 2016-18 In the first quarter of 2018, we adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The standard requires companies to include restricted amounts with Cash & cash equivalents when reconciling the beginning and end of period total amounts shown on the Statements of Cash Flows. The impact of adoption was not material.

ASU 2018-02 In the first quarter of 2018, we early adopted ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The standard allows companies to reclassify from Accumulated other comprehensive income/loss to Retained earnings the difference between the historical corporate income tax rate of 35% and the 21% rate enacted in the Tax Cuts and Jobs Act (TCJA) in December 2017. This resulted in an increase of $2,997 to Retained earnings and an increase of $2,997 to Accumulated other comprehensive loss.

Significant Accounting Policies - Update

Our significant accounting policies are described in "Note 1: Summary of Significant Accounting Policies" of our Annual Report on Form 10-K for the year ended December 31, 2017. Our significant accounting policies described below reflect the impact of the adoption of Topic 606 in the first quarter of 2018.

Revenue and Related Cost Recognition

Commercial aircraft contracts The majority of our BCA segment revenue is derived from commercial aircraft contracts. For each contract, we determine the transaction price based on the consideration expected to be received. We allocate the transaction price to each commercial aircraft performance obligation based on relative standalone selling prices adjusted by an escalation formula as specified in the customer agreement. Revenue is recognized for each commercial aircraft performance obligation at the point in time when the aircraft is completed and accepted by the customer. We use program accounting to determine the amount reported as cost of sales.

Where an aircraft is still in our possession, and title and risk of loss has passed to the customer (known as a bill-and-hold arrangement), revenue will be recognized when all specific requirements for transfer of control under a bill-and-hold arrangement have been met.

Payments for commercial aircraft sales are received in accordance with the customer agreement, which generally includes a deposit upon order and additional payments in accordance with a payment schedule, with the balance being due immediately prior to or at aircraft delivery. Advances and progress billings (contract liabilities) are normal and customary for commercial aircraft contracts and not considered a significant financing component as they are intended to protect us from the other party failing to adequately complete some or all of its obligations under the contract.

Long-term contracts Substantially all contracts at BDS, certain military derivative aircraft contracts at BCA and certain contracts at BGS are long-term contracts with the U.S. government and other customers that generally extend over several years. Products sales under long-term contracts primarily include fighter jets, rotorcraft, cybersecurity products, surveillance suites, advanced weapons, missile defense, military derivative aircraft, satellite systems, and modification of commercial passenger aircraft to cargo freighters. Services

8

sales under long-term contracts primarily include support and maintenance agreements associated with our commercial and defense products and space travel on Commercial Crew.

For each long-term contract, we determine the transaction price based on the consideration expected to be received. We allocate the transaction price to each distinct performance obligation to deliver a good or service, or a collection of goods and/or services, based on the relative standalone selling prices. A long-term contract will typically represent a single distinct performance obligation due to the highly interdependent and interrelated nature of the underlying goods and/or services and the significant service of integration that we provide. While the scope and price on certain long-term contracts may be modified over their life, the transaction price is based on current rights and obligations under the contract and does not include potential modifications until they are agreed upon with the customer. When applicable, a cumulative adjustment or separate recognition for the additional scope and price may result. Long-term contracts can be negotiated with a fixed price or a price in which we are reimbursed for costs incurred plus an agreed upon profit. The Federal Acquisition Regulations provide guidance on the types of cost that will be reimbursed in establishing the price for contracts with the U.S. government. Certain long-term contracts include in the transaction price variable consideration, such as incentive and award fees, if specified targets are achieved. The amount included in the transaction price represents the expected value, based on a weighted probability, or the most likely amount.

Long-term contract revenue is recognized over the contract term (over time) as the work progresses, either as products are produced or as services are rendered. We generally recognize revenue over time as we perform on long-term contracts because of continuous transfer of control to the customer. For U.S. government contracts, this continuous transfer of control to the customer is supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. Similarly, for non-U.S. government contracts, the customer typically controls the work in process as evidenced either by contractual termination clauses or by our rights to payment of the transaction price associated with work performed to date on products or services that do not have an alternative use to the Company.

The accounting for long-term contracts involves a judgmental process of estimating total sales, costs and profit for each performance obligation. Cost of sales is recognized as incurred. The amount reported as revenues is determined by adding a proportionate amount of the estimated profit to the amount reported as cost of sales. Recognizing revenue as costs are incurred provides an objective measure of progress on the long-term contract and thereby best depicts the extent of transfer of control to the customer.

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 long-term contract’s percentage-of-completion. When the current estimates of total sales and costs for a long-term contract indicate a loss, a provision for the entire reach-forward loss on the long-term contract is recognized.

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

	Nine months ended September 30					Three months ended September 30
	2018			2017		2018			2017
Increase/(decrease) to Revenue		($14	)		$426		($59	)		($44	)
Increase/(decrease) to Earnings from Operations		($314	)		$207		($155	)		($215	)
Increase/(decrease) to Diluted EPS		($0.50	)		$0.24		($0.30	)		($0.25	)

Due to the significance of judgment in the estimation process changes in underlying assumptions/estimates, supplier performance, or circumstances may adversely or positively affect financial performance in future periods.

9

Payments under long-term contracts may be received before or after revenue is recognized. The U.S. government customer typically withholds payment of a small portion of the contract price until contract completion. Therefore, long-term contracts typically generate Unbilled receivables (contract assets) but may generate Advances and progress billings (contract liabilities). Long-term contract Unbilled receivables and Advances and progress billings are not considered a significant financing component because they are intended to protect either the customer or the Company in the event that some or all of the obligations under the contract are not completed.

Commercial spare parts contracts Certain contracts at our BGS segment include sales of commercial spare parts. For each contract, we determine the transaction price based on the consideration expected to be received. The spare parts have discrete unit prices that represent fair value. We generally consider each spare part to be a separate performance obligation. Revenue is recognized for each commercial spare part performance obligation at the point in time of delivery to the customer. We may provide our customers with a right to return a commercial spare part where a customer may receive a full or partial refund, a credit applied to amounts owed, a different product in exchange, or any combination of these items. We consider the potential for customer returns in the estimated transaction price. The amount reported as cost of sales is recorded at average cost. Payments for commercial spare parts sales are typically received shortly after delivery.

Other service revenue contracts Certain contracts at our BGS segment are for sales of services to commercial customers including maintenance, training, data analytics and information-based services. We recognize revenue for these service performance obligations over time as the services are rendered. The method of measuring progress (such as straight-line or billable amount) varies depending upon which method best depicts the transfer of control to the customer based on the type of service performed. Cost of sales is recorded as incurred.

Concession sharing arrangements We account for sales concessions to our customers in consideration of their purchase of products and services as a reduction of the transaction price and the revenue that is recognized for the related performance obligations. 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.

Unbilled Receivables and Advances and Progress Billings

Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which cannot yet be billed under terms of the contract with the customer. Advances and progress billings (contract liabilities) arise when the Company receives payments from customers in advance of recognizing revenue. The amount of Unbilled receivables or Advances and progress billings is determined for each contract.

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Note 2 - Impact of Adoption of New Standards

In the first quarter of 2018, we adopted the following ASUs: ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606); ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost; ASU 2016-18 Statement of Cash Flows (Topic 230) Restricted Cash; and ASU 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

The impact to our unaudited Condensed Consolidated Financial Statements as a result of adopting these standards was as follows:

Condensed Consolidated Statement of Operations (Unaudited)

	Nine months ended September 30, 2017									Three months ended September 30, 2017
(Dollars in millions)	Reported			Impact of New Standards			Restated			Reported			Impact of New Standards			Restated
Sales of products		$60,484			$1,183			$61,667			$21,825			($43	)		$21,782
Sales of services	7,540			28			7,568			2,484			(43		)	2,441
Total revenues	68,024			1,211			69,235			24,309			(86		)	24,223
Cost of products	(49,856		)	(1,080		)	(50,936		)	(18,050		)				(18,050		)
Cost of services	(5,730		)	(12		)	(5,742		)	(1,910		)	31			(1,879		)
Boeing Capital interest expense	(53		)				(53		)	(27		)				(27		)
Total costs and expenses	(55,639		)	(1,092		)	(56,731		)	(19,987		)	31			(19,956		)
	12,385			119			12,504			4,322			(55		)	4,267
Income from operating investments, net	169						169			49						49
General and administrative expense	(2,888		)	(2		)	(2,890		)	(915		)	(3		)	(918		)
Research and development expense, net	(2,418		)	1			(2,417		)	(767		)	(1		)	(768		)
Earnings from operations	7,248			118			7,366			2,689			(59		)	2,630
Other income, net	94			(3		)	91			45			(5		)	40
Interest and debt expense	(267		)				(267		)	(87		)				(87		)
Earnings before income taxes	7,075			115			7,190			2,647			(64		)	2,583
Income tax expense	(2,010		)	(42		)	(2,052		)	(794		)	21			(773		)
Net earnings		$5,065			$73			$5,138			$1,853			($43	)		$1,810
Basic earnings per share		$8.37			$0.12			$8.49			$3.10			($0.07	)		$3.03
Diluted earnings per share		$8.27			$0.12			$8.39			$3.06			($0.07	)		$2.99

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Condensed Consolidated Statement of Financial Position

(Dollars in millions)	December 31, 2017
Assets	Reported			Impact of New Standards			Restated
Cash and cash equivalents		$8,813						$8,813
Short-term and other investments	1,179						1,179
Accounts receivable, net	10,516				($7,622	)	2,894
Unbilled receivables, net				8,194			8,194
Current portion of customer financing, net	309						309
Inventories	44,344			17,044			61,388
Other current assets				2,417			2,417
Total current assets	65,161			20,033			85,194
Customer financing, net	2,740			16			2,756
Property, plant and equipment, net	12,672						12,672
Goodwill	5,559						5,559
Acquired intangible assets, net	2,573						2,573
Deferred income taxes	341			(20		)	321
Investments	1,260						1,260
Other assets, net of accumulated amortization	2,027						2,027
Total assets		$92,333			$20,029			$112,362
Liabilities and equity
Accounts payable		$12,202						$12,202
Accrued liabilities	15,292				($2,223	)	13,069
Advances and billings in excess of related costs	27,440			(27,440		)
Advances and progress billings				48,042			48,042
Short-term debt and current portion of long-term debt	1,335						1,335
Total current liabilities	56,269			18,379			74,648
Deferred income taxes	1,839			349			2,188
Accrued retiree health care	5,545						5,545
Accrued pension plan liability, net	16,471						16,471
Other long-term liabilities	2,015						2,015
Long-term debt	9,782						9,782
Shareholders’ equity:
Common stock	5,061						5,061
Additional paid-in capital	6,804						6,804
Treasury stock, at cost	(43,454		)				(43,454		)
Retained earnings	45,320			4,298			49,618
Accumulated other comprehensive loss	(13,376		)	(2,997		)	(16,373		)
Total shareholders’ equity	355			1,301			1,656
Noncontrolling interests	57						57
Total equity	412			1,301			1,713
Total liabilities and equity		$92,333			$20,029			$112,362

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Condensed Consolidated Statement of Cash Flows (Unaudited)

(Dollars in millions)	Nine months ended September 30, 2017
	Reported			Impact of New Standards			Restated
Cash flows - operating activities:
Net earnings		$5,065			$73			$5,138
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash items -
Share-based plans expense	151						151
Depreciation and amortization	1,487			(17		)	1,470
Investment/asset impairment charges, net	75						75
Customer financing valuation expense	4						4
Other charges and credits, net	190			6			196
Changes in assets and liabilities -
Accounts receivable	(1,983		)	1,425			(558		)
Unbilled receivables				(1,805		)	(1,805		)
Advances and progress billings				4,714			4,714
Inventories	254			(1,054		)	(800		)
Other current assets				(337		)	(337		)
Accounts payable	778			2			780
Accrued liabilities	112			(214		)	(102		)
Advances and billings in excess of related costs	2,828			(2,828		)
Income taxes receivable, payable and deferred	1,465			42			1,507
Other long-term liabilities	25						25
Pension and other postretirement plans	(550		)				(550		)
Customer financing, net	635			(1		)	634
Other	(96		)	(3		)	(99		)
Net cash provided by operating activities	10,440			3			10,443
Cash flows - investing activities:
Property, plant and equipment additions	(1,304		)				(1,304		)
Property, plant and equipment reductions	30						30
Contributions to investments	(2,847		)	32			(2,815		)
Proceeds from investments	2,612						2,612
Purchase of distribution rights	(131		)				(131		)
Other	4			3			7
Net cash used by investing activities	(1,636		)	35			(1,601		)
Cash flows - financing activities:
New borrowings	876						876
Debt repayments	(83		)				(83		)
Stock options exercised	291						291
Employee taxes on certain share-based payment arrangements	(118		)				(118		)
Common shares repurchased	(7,500		)				(7,500		)
Dividends paid	(2,575		)				(2,575		)
Net cash used by financing activities	(9,109		)				(9,109		)
Effect of exchange rate changes on cash & cash equivalents, including restricted	73						73
Net (decrease)/increase in cash & cash equivalents, including restricted	(232		)	38			(194		)
Cash & cash equivalents, including restricted*, at beginning of year	8,801			68			8,869
Cash & cash equivalents, including restricted*, at end of period		$8,569			$106		8,675
Less restricted cash & cash equivalents, included in Investments							106
Cash and cash equivalents at end of period								$8,569

* Reported balance excludes restricted amounts

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Condensed Consolidated Statements of Equity (Unaudited)

	Boeing shareholders
(Dollars in millions)	Common Stock		Additional Paid-In Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss			Non- controlling Interests		Total
Balance at January 1, 2017, as reported		$5,061		$4,762		($36,097	)		$40,714		($13,623	)		$60		$877
Cumulative Impact of Topic 606 at 1/1/2016								901							901
Impact of Topic 606 on 2016 earnings								139							139
Balance at January 1, 2017, as restated		$5,061		$4,762		($36,097	)		$41,754		($13,623	)		$60		$1,917

	Boeing shareholders
(Dollars in millions)	Common Stock		Additional Paid-In Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss			Non- controlling Interests		Total
Balance at December 31, 2017, as reported		$5,061		$6,804		($43,454	)		$45,320		($13,376	)		$57		$412
Cumulative Impact of Topic 606 at 1/1/2016								901							901
Impact of Topic 606 on 2016 earnings								139							139
Impact of Topic 606 on 2017 earnings								261							261
Total impact of ASC 606 through December 31, 2017								1,301							1,301
Impact of ASU 2018-02								2,997		(2,997		)
Balance at December 31, 2017, as restated		$5,061		$6,804		($43,454	)		$49,618		($16,373	)		$57		$1,713

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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)	Nine months ended September 30				Three months ended September 30
	2018		2017		2018		2017
Net earnings		$7,036		$5,138		$2,363		$1,810
Less: earnings available to participating securities	5		4		2		2
Net earnings available to common shareholders		$7,031		$5,134		$2,361		$1,808
Basic
Basic weighted average shares outstanding	582.7		605.6		574.8		598.3
Less: participating securities	0.7		0.8		0.6		0.7
Basic weighted average common shares outstanding	582.0		604.8		574.2		597.6
Diluted
Basic weighted average shares outstanding	582.7		605.6		574.8		598.3
Dilutive potential common shares(1)	6.2		7.2		6.0		8.0
Diluted weighted average shares outstanding	588.9		612.8		580.8		606.3
Less: participating securities	0.7		0.8		0.6		0.7
Diluted weighted average common shares outstanding	588.2		612.0		580.2		605.6
Net earnings per share:
Basic		$12.08		$8.49		$4.11		$3.03
Diluted	11.95		8.39		4.07		2.99

⁽¹⁾  Diluted earnings per share includes any dilutive impact of stock options, restricted stock units, performance-based restricted stock units and performance awards.

The following table includes the number of shares that may be dilutive potential common shares in the future. These shares were not included in the computation of diluted earnings per share because the effect was either antidilutive or the performance condition was not met.

(Shares in millions)	Nine months ended September 30		Three months ended September 30
	2018	2017	2018	2017
Performance awards	2.6	4.6	2.2	3.4
Performance-based restricted stock units	0.3	0.6	0.2	0.1

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Note 4 – Income Taxes

Our effective income tax rates were 6.9% and (10.8)% for the nine and three months ended September 30, 2018 and 28.5% and 29.9% for the same periods in the prior year. The 2018 tax rates reflect the enactment of the TCJA, which permanently reduced the U.S. corporate statutory rate from 35% to 21% effective January 1, 2018. The 2018 tax rates also reflect net favorable impacts of the TCJA provisions which effectively apply a lower U.S. tax rate to intangible income derived from serving non-U.S. markets and research and development credits. In the third quarter of 2018, $412 of additional tax benefits were recorded related to the settlement of the 2013-2014 federal tax audit. The 2017 tax rates reflect the 35% statutory tax rate reduced by tax benefits for research and development credits and U.S. manufacturing activity.

In 2017, in accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118, we recorded provisional amounts related to the TCJA, including the remeasurement of our U.S. net deferred tax liabilities and ancillary state tax effects, as well as the repatriation tax. We continue to refine our computation of the repatriation tax and evaluate regulatory guidance, which may result in changes to our tax estimates.

Federal income tax audits have been settled for all years prior to 2015. The Internal Revenue Service (IRS) is expected to begin the 2015-2017 federal tax audit in the first quarter of 2019. We are also subject to examination in major state and international jurisdictions for the 2001-2016 tax years. We believe appropriate provisions for all outstanding tax issues have been made for all jurisdictions and all open years.

Audit outcomes and the timing of audit settlements are subject to significant uncertainty. It is reasonably possible that within the next 12 months unrecognized tax benefits related to state matters under audit may decrease by up to $445 based on current estimates.

Note 5 – Inventories

Inventories consisted of the following:

	September 30 2018		December 31 2017
Long-term contracts in progress		$1,908		$1,854
Commercial aircraft programs	53,568		52,861
Commercial spare parts, used aircraft, general stock materials and other	6,562		6,673
Total		$62,038		$61,388

Long-Term Contracts in Progress

Long-term contracts in progress includes Delta launch program inventory that is being sold at cost to United Launch Alliance (ULA) under an inventory supply agreement that terminates on March 31, 2021. The inventory balance was $227 and $284 at September 30, 2018 and December 31, 2017. See indemnifications to ULA in Note 11.

Included in inventories are capitalized precontract costs of $663 at September 30, 2018 primarily related to the KC-46A Tanker and $933 at December 31, 2017 primarily related to the KC-46A Tanker, C-17 and F/A-18. See Note 10.

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Commercial Aircraft Programs

At September 30, 2018 and December 31, 2017, commercial aircraft programs inventory included the following amounts related to the 787 program: $28,905 and $30,695 of work in process (including deferred production costs of $23,584 and $25,358), $2,485 and $3,189 of supplier advances, and $2,774 and $3,173 of unamortized tooling and other non-recurring costs. At September 30, 2018, $19,786 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 $6,572 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

At September 30, 2018 and December 31, 2017, commercial aircraft programs inventory included $125 and $151 of unamortized tooling costs related to the 747 program. At September 30, 2018, $119 of unamortized tooling costs are expected to be recovered from units included in the program accounting quantity that have firm orders or commitments. At September 30, 2018, the program accounting quantity includes one already completed aircraft which is being remarketed.

Commercial aircraft programs inventory included amounts credited in cash or other consideration (early issue sales consideration) to airline customers totaling $2,896 and $2,976 at September 30, 2018 and December 31, 2017.

Note 6 – Contracts with Customers

Unbilled receivables increased from $8,194 at December 31, 2017 to $9,936 at September 30, 2018, primarily driven by revenue recognized at BDS and BCA in excess of billings.

Advances and progress billings increased from $48,042 at December 31, 2017 to $51,496 at September 30, 2018, primarily driven by advances on orders received in excess of revenue recognized at BCA.

In the nine and three months ended September 30, 2018, we recognized revenue of $19,006 and $6,249 related to our Advances and progress billings at January 1, 2018. In the nine and three months ended September 30, 2017, we recognized revenue of $17,696 and $6,009 related to our Advances and progress billings at January 1, 2017.

Note 7 – Customer Financing

Customer financing primarily relates to the Boeing Capital (BCC) segment. Prior period amounts have been adjusted to conform with the current year presentation as a result of the adoption of Topic 606. Customer financing consisted of the following:

	September 30 2018			December 31 2017
Financing receivables:
Investment in sales-type/finance leases		$1,153			$1,364
Notes	987			1,022
Total financing receivables	2,140			2,386
Operating lease equipment, at cost, less accumulated depreciation of $204 and $305	1,085			691
Gross customer financing	3,225			3,077
Less allowance for losses on receivables	(9		)	(12		)
Total		$3,216			$3,065

We determine a receivable is impaired when, based on current information and events, it is probable that we will be unable to collect amounts due according to the original contractual terms. At September 30, 2018 and December 31, 2017, we individually evaluated for impairment customer financing receivables of $411 and $422, of which $400 and $411 were determined to be impaired. We recorded no allowance for losses on these impaired receivables as the collateral values exceeded the carrying values of the receivables.

17

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.

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

Rating categories	September 30 2018		December 31 2017
BBB		$1,001		$1,170
BB	443		627
B	286		177
CCC	410		412
Total carrying value of financing receivables		$2,140		$2,386

At September 30, 2018, our allowance related to receivables with ratings of B, BB and BBB. We applied default rates that averaged 23.9%, 6.7% and 0.7%, respectively, to the exposure associated with those receivables.

Customer Financing Exposure

Customer financing is collateralized by security in the related asset. The value of the collateral is closely tied to commercial airline performance and overall market conditions and may be subject to reduced valuation with market decline. Declines in collateral values could result in asset impairments, reduced finance lease income, and an increase in the allowance for losses. Our customer financing collateral is concentrated in out-of-production aircraft and 747-8 aircraft. Generally, out-of-production aircraft have experienced greater collateral value declines than in-production aircraft.

The majority of customer financing carrying values are concentrated in the following aircraft models:

	September 30 2018		December 31 2017
717 Aircraft ($226 and $269 accounted for as operating leases)		$963		$1,081
747-8 Aircraft ($134 and $138 accounted for as operating leases)	478		483
737 Aircraft ($267 and $127 accounted for as operating leases)	330		161
MD-80 Aircraft (accounted for as sales-type finance leases)	207		231
757 Aircraft ($25 and $27 accounted for as operating leases)	204		217
747-400 Aircraft ($56 and $88 accounted for as operating leases)	131		170
787 Aircraft (accounted for as notes)	115
777 Aircraft ($72 and $0 accounted for as operating leases)	83		14
767 Aircraft ($0 and $25 accounted for as operating leases)			98

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Note 8 – Investments

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

	September 30 2018		December 31 2017
Equity method investments (1)		$1,149		$1,214
Time deposits	1,343		613
Available for sale debt instruments	480		490
Restricted cash & cash equivalents(2)	128		74
Equity and other investments	46		48
Total		$3,146		$2,439

⁽¹⁾  Dividends received were $222 and $79 for the nine and three months ended September 30, 2018 and $195 and $47 during the same periods in the prior year.

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

Note 9 – Other Assets

Sea Launch

At September 30, 2018 and December 31, 2017, Other assets included $295 and $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. At September 30, 2018, the net amounts owed to Boeing by each of the partners were as follows: S.P. Koroley Rocket and Space Corporation Energia of Russia (RSC Energia) – $162, PO Yuzhnoye Mashinostroitelny Zavod of Ukraine – $89 and KB Yuzhnoye of Ukraine – $44.

In 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. In 2016, the United States District Court for the Central District of California issued a judgment in favor of Boeing. Later that year, we reached an agreement which we believe will enable us to recover the outstanding receivable balance from RSC Energia over the next several years. We continue to pursue collection efforts against the former Ukrainian partners in connection with the court judgment. We continue to believe the partners have the financial wherewithal to pay and intend to pursue vigorously all of our rights and remedies. In the event we are unable to secure reimbursement from RSC Energia and the Ukrainian Sea Launch partners, we could incur additional charges.

Note 10 – Commitments and Contingencies

Environmental

The following table summarizes environmental remediation activity during the nine months ended September 30, 2018 and 2017.

	2018			2017
Beginning balance – January 1		$524			$562
Reductions for payments made	(17		)	(25		)
Changes in estimates	61			6
Ending balance – September 30		$568			$543

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 becau

19

se of regulatory agency orders and directives, changes in laws and/or regulations, higher than expected costs and/or the discovery of new or additional contamination. As part of our estimating process, we develop a range of reasonably possible alternate scenarios that includes the high end of a range of reasonably possible cost estimates for all remediation sites for which we have sufficient information based on our experience and existing laws and regulations. There are some potential remediation obligations where the costs of remediation cannot be reasonably estimated. At September 30, 2018 and December 31, 2017, the high end of the estimated range of reasonably possible remediation costs exceeded our recorded liabilities by $800 and $868.

Product Warranties

The following table summarizes product warranty activity recorded during the nine months ended September 30, 2018 and 2017.

	2018			2017
Beginning balance – January 1		$1,211			$1,414
Additions for current year deliveries	176			183
Reductions for payments made	(135		)	(193		)
Changes in estimates	(151		)	(213		)
Ending balance – September 30		$1,101			$1,191

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 September 30, 2018 have expiration dates from 2018 through 2028. At September 30, 2018, and December 31, 2017 total contractual trade-in commitments were $1,726 and $1,462. As of September 30, 2018 and December 31, 2017, we estimated that it was probable we would be obligated to perform on certain of these commitments with net amounts payable to customers totaling $371 and $155 and the fair value of the related trade-in aircraft was $361 and $155.

Financing Commitments

Financing commitments related to aircraft on order, including options and those proposed in sales campaigns, and refinancing of delivered aircraft, totaled $19,744 and $10,221 as of September 30, 2018 and December 31, 2017. The estimated earliest potential funding dates for these commitments as of September 30, 2018 are as follows:

	Total
October through December 2018		$326
2019	2,736
2020	3,559
2021	2,796
2022	1,567
Thereafter	8,760
		$19,744

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As of September 30, 2018, $18,540 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 $3,762 and $3,708 as of September 30, 2018 and December 31, 2017.

Commitments to ULA

We and Lockheed Martin Corporation have each committed to provide ULA with additional capital contributions in the event ULA does not have sufficient funds to make a required payment to us under an inventory supply agreement. As of September 30, 2018, ULA’s total remaining obligation to Boeing under the inventory supply agreement was $120. See Note 5.

United States Government Defense Environment Overview

The Bipartisan Budget Act of 2018, passed in February 2018, raised the 2011 Budget Control Act spending caps for fiscal years 2018 and 2019 (FY18 and FY19). The consolidated spending bills signed into law in September 2018 provide defense funding for FY19, in compliance with the revised caps. These bills also provided FY19 appropriations for most of the federal government. The remaining parts of the federal government, including the National Aeronautics and Space Administration (NASA), were funded with a Continuing Resolution that maintains current funding levels through December 7, 2018. If Congress is unable to pass appropriations bills to fund these agencies for the remainder of FY19 before the expiration of the current Continuing Resolution, a partial government shutdown could result, which could impact the Company’s operations.

There continues to be uncertainty with respect to future program-level appropriations for the U.S. DoD and other government agencies, including NASA. The 2011 Budget Control Act continues to mandate limits on U.S. government discretionary spending for fiscal years 2020 and 2021 (FY20 and FY21). The lower budget caps will take effect again in FY20 and FY21 unless Congress acts to raise the spending caps or to repeal or suspend the law. As a result, continued budget uncertainty and the risk of future sequestration cuts remain. Future budget cuts or investment priority changes 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.

BDS Fixed-Price Development Contracts

Fixed-price development work is inherently uncertain and subject to significant variability in estimates of the cost and time required to complete the work. BDS fixed-price contracts with significant development work include Commercial Crew, Saudi F-15, USAF KC-46A Tanker, T-X Trainer, VC-25B Presidential Aircraft, MQ-25 unmanned aerial refueling aircraft, and commercial and military satellites. The operational and technical complexities of these contracts create financial risk, which could trigger termination provisions, order cancellations or other financially significant exposure. Changes to cost and revenue estimates could result in lower margins or material charges for reach-forward losses. For example, we have recorded reach-forward losses on the KC-46A Tanker in 2018 as well as in prior years, and we continue to have risk for further losses if we experience further production, technical or quality issues, and delays in flight testing, certification and/or delivery. In addition, in the third quarter of 2018, in connection with winning the T-X and MQ-25 competitions, we recorded a loss of $400 associated with options for 346 T-X Trainer aircraft and a loss of $291 related to the MQ-25 Engineering, Manufacturing and Development (EMD) contract. Moreover, our fixed-price development programs remain subject to additional reach-forward losses if we experience further technical or quality issues, schedule delays, or increased costs. 

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KC-46A Tanker

In 2011, we were awarded a contract from the U.S. Air Force (USAF) to design, develop, manufacture and deliver four next generation aerial refueling tankers. This EMD contract is a fixed-price incentive fee contract valued at $4.9 billion and involves highly complex designs and systems integration. In 2016, the USAF authorized two low rate initial production (LRIP) lots for 7 and 12 aircraft valued at $2.8 billion. In January 2017, the USAF authorized an additional LRIP lot for 15 aircraft valued at $2.1 billion. On September 10, 2018, the USAF authorized an additional 18 aircraft valued at $2.9 billion. At September 30, 2018, we had approximately $368 of capitalized precontract costs and $1,341 of potential termination liabilities to suppliers.

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.

Note 11 – Arrangements with Off-Balance Sheet Risk

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

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

	Maximum Potential Payments				Estimated Proceeds from Collateral/Recourse				Carrying Amount of  Liabilities
	September 30 2018		December 31 2017		September 30 2018		December 31 2017		September 30 2018		December 31 2017
Contingent repurchase commitments		$1,729		$1,605		$1,729		$1,605				$9
Indemnifications to ULA:
Contributed Delta program launch inventory	52		72
Contract pricing	261		261							$7	7
Other Delta contracts	176		191
Credit guarantees	106		109		51		55		16		16

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. ULA has yet to consume $327 of inventory associated with sold missions.

We agreed to indemnify ULA against potential losses that ULA may incur in the event ULA is unable to obtain certain additional contract pricing from the USAF for certain satellite missions. In 2009, ULA, through its subsidiary United Launch Services, filed a claim and notice of appeal before the Armed Services Board of Contract Appeals (ASBCA) for a contract adjustment for the price of these missions. In 2016, the ASBCA ruled that ULA is entitled to additional contract pricing for these missions and remanded to the parties to

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negotiate appropriate pricing. If ULA is ultimately unsuccessful in obtaining additional pricing, we may be responsible for an indemnification payment up to $261 and may record up to $280 in pre-tax losses associated with these missions.

Potential payments for Other Delta contracts include $85 related to deferred support costs and $91 related to deferred production costs. In June 2011, the Defense Contract Management Agency (DCMA) notified ULA that it had determined that $271 of deferred support costs are not recoverable under government contracts. In December 2011, the DCMA notified ULA of the potential non-recoverability of an additional $114 of deferred production costs. ULA and Boeing believe that all costs are recoverable and in November 2011, ULA filed a certified claim with the USAF for collection of deferred support and production costs. The USAF issued a final decision denying ULA’s certified claim in May 2012. In 2012, Boeing and ULA, through its subsidiary United Launch Services, filed a suit in the Court of Federal Claims seeking recovery of the deferred support and production costs from the U.S. government, which subsequently 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. The discovery phase of the litigation completed in 2017. Boeing filed a motion for summary judgment for full recovery of its costs on November 17, 2017, asking the court to award full recovery without a trial. The court denied Boeing’s motion on August 29, 2018, holding that a trial is necessary. Boeing has asked the court to allow an immediate appeal of its decision before trial to the U.S. Court of Appeals for the Federal Circuit. If, contrary to our belief, it is determined that some or all of the deferred support or production costs are not recoverable, we could be required to record pre-tax losses and make indemnification payments to ULA for up to $317 of the costs questioned by the DCMA.

Other Indemnifications In conjunction with our sales of Electron Dynamic Devices, Inc. and Rocketdyne Propulsion and Power businesses and our BCA facilities in Wichita, Kansas and Tulsa and McAlester, Oklahoma, we agreed to indemnify, for an indefinite period, the buyers for costs relating to pre-closing environmental conditions and certain other items. We are unable to assess the potential number of future claims that may be asserted under these indemnifications, nor the amounts thereof (if any). As a result, we cannot estimate the maximum potential amount of future payments under these indemnities and therefore, no liability has been recorded. To the extent that claims have been made under these indemnities and/or are probable and reasonably estimable, liabilities associated with these indemnities are included in the environmental liability disclosure in Note 10.

Credit Guarantees We have issued credit guarantees where we are obligated to make payments to a guaranteed party in the event that the original lessee or debtor does not make payments or perform certain specified services. Generally, these guarantees have been extended on behalf of guaranteed parties with less than investment-grade credit and are collateralized by certain assets. Current outstanding credit guarantees expire through 2036.

Strategic Partnership with Embraer

On July 5, 2018, we and Embraer S.A. (Embraer) announced the signing of a Memorandum of Understanding to establish a strategic partnership between the two companies. The non-binding agreement proposes the formation of a joint venture comprising the commercial aircraft and services business of Embraer, which joint venture would be owned 80 percent by us. The transaction values 100 percent of Embraer’s commercial aircraft operations at $4.75 billion and contemplates a value of $3.8 billion for our 80 percent ownership stake in the joint venture. We expect to work with Embraer to finalize the financial and operational details of the strategic partnership and negotiate definitive transaction agreements in the coming months. Once definitive transaction agreements have been executed, the transaction would then be subject to shareholder and regulatory approvals, including approval from the Government of Brazil, as well as other customary closing conditions. Assuming approvals are received in a timely manner, we expect that the transaction will close by the end of 2019.

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Note 12 – Debt

On February 23, 2018, we issued $1,400 of fixed rate senior notes consisting of $350 due March 1, 2023 that bear an annual interest rate of 2.8%, $350 due March 1, 2028 that bear an annual interest rate of 3.25%, $350 due March 1, 2038 that bear an annual interest rate of 3.55%, and $350 due March 1, 2048 that bear an annual interest rate of 3.625%. The notes are unsecured senior obligations and rank equally in right of payment with our existing and future unsecured and unsubordinated indebtedness. The net proceeds of the issuance totaled $1,338, after deducting underwriting discounts, commissions and offering expenses.

Note 13 – Postretirement Plans

The components of net periodic benefit cost were as follows:

	Nine months ended September 30						Three months ended September 30
Pension Plans	2018			2017			2018			2017
Service cost		$322			$301			$107			$100
Interest cost	2,086			2,243			696			747
Expected return on plan assets	(3,007		)	(2,883		)	(1,002		)	(961		)
Amortization of prior service credits	(42		)	(29		)	(14		)	(9		)
Recognized net actuarial loss	847			603			282			201
Settlement/curtailment/other losses	43			1
Net periodic benefit cost		$249			$236			$69			$78
Net periodic benefit cost included in Earnings from operations		$237			$376			$79			$123
Net periodic benefit cost included in Other income/(loss), net	(98		)	(88		)	(50		)	(26		)
Net periodic benefit cost included in Earnings before income taxes		$139			$288			$29			$97

	Nine months ended September 30						Three months ended September 30
Other Postretirement Plans	2018			2017			2018			2017
Service cost		$71			$80			$24			$27
Interest cost	145			171			48			57
Expected return on plan assets	(6		)	(5		)	(2		)	(1		)
Amortization of prior service credits	(94		)	(102		)	(31		)	(34		)
Recognized net actuarial (gain)/loss	(8		)	8			(3		)	2
Net periodic benefit cost		$108			$152			$36			$51
Net periodic benefit cost included in Earnings from operations		$63			$78			$21			$25
Net periodic benefit cost included in Other income/(loss), net	77			91			29			31
Net periodic benefit cost included in Earnings before income taxes		$140			$169			$50			$56

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Note 14 – Share-Based Compensation and Other Compensation Arrangements

Restricted Stock Units

On February 26, 2018, we granted to our executives 260,730 restricted stock units (RSUs) as part of our long-term incentive program with a grant date fair value of $361.13 per unit. The RSUs granted under this program will vest and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date.

Performance-Based Restricted Stock Units

On February 26, 2018, we granted to our executives 241,284 performance-based restricted stock units (PBRSUs) as part of our long-term incentive program with a grant date fair value of $390.27 per unit. Compensation expense for the award is recognized over the three-year performance period based upon the grant date fair value estimated using a Monte-Carlo simulation model. The model used the following assumptions: expected volatility of 22.11% based upon historical stock volatility, a risk-free interest rate of 2.36%, and no expected dividend yield because the units earn dividend equivalents.

Performance Awards

On February 26, 2018, we granted to our executives performance awards as part of our long-term incentive program with a payout based on the achievement of financial goals for the three-year period ending December 31, 2020. At September 30, 2018, the minimum payout amount is $0 and the maximum amount we could be required to pay out is $370.

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Note 15 – Shareholders' Equity

Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss (AOCI) by component for the nine and three months ended September 30, 2018 and 2017 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, 2017		($143	)		($2	)		($127	)		($13,351	)			($13,623	)
Other comprehensive income before reclassifications	121						111			1				233
Amounts reclassified from AOCI							44			310			(2)	354
Net current period Other comprehensive income	121						155			311				587
Balance at September 30, 2017		($22	)		($2	)		$28			($13,040	)			($13,036	)
Balance at January 1, 2018		($15	)		($2	)		$54			($16,410	)			($16,373	)
Other comprehensive (loss)/income before reclassifications	(55		)	3			(97		)	(3		)		(152		)
Amounts reclassified from AOCI							19			557			(2)	576
Net current period Other comprehensive (loss)/income	(55		)	3			(78		)	554				424
Balance at September 30, 2018		($70	)		$1			($24	)		($15,856	)			($15,949	)
Balance at June 30, 2017		($66	)		($2	)		($22	)		($13,144	)			($13,234	)
Other comprehensive income before reclassifications	44						40							84
Amounts reclassified from AOCI							10			104			(2)	114
Net current period Other comprehensive income	44						50			104				198
Balance at September 30, 2017		($22	)		($2	)		$28			($13,040	)			($13,036	)
Balance at June 30, 2018		($72	)		$1			($29	)		($16,039	)			($16,139	)
Other comprehensive (loss)/income before reclassifications	2						(4		)	(1		)		(3		)
Amounts reclassified from AOCI							9			184			(2)	193
Net current period Other comprehensive income	2						5			183				190
Balance at September 30, 2018		($70	)		$1			($24	)		($15,856	)			($15,949	)

⁽¹⁾     Net of tax.

⁽²⁾    Primarily relates to amortization of actuarial losses for the nine and three months ended September 30, 2017 totaling $394 and $131 (net of tax of ($217) and ($72)) and for the nine and three months ended September 30, 2018 totaling $657 and $219 (net of tax of ($182) and ($60)). These are included in the net periodic pension cost.

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Note 16 – Derivative Financial Instruments

Cash Flow Hedges

Our cash flow hedges include foreign currency forward contracts and commodity purchase contracts. We use foreign currency forward contracts to manage currency risk associated with certain transactions, specifically forecasted sales and purchases made in foreign currencies. Our foreign currency contracts hedge forecasted transactions through 2024. We use commodity derivatives, such as fixed-price purchase commitments to hedge against potentially unfavorable price changes for items used in production. Our commodity contracts hedge forecasted transactions through 2021.

Fair Value Hedges

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

Derivative Instruments Not Receiving Hedge Accounting Treatment

We have entered into agreements to purchase and sell aluminum to address long-term strategic sourcing objectives and non-U.S. business requirements. These agreements are derivative instruments for accounting purposes. The quantities of aluminum in these agreements offset and are priced at prevailing market prices. We also hold certain foreign currency forward contracts which do not qualify for hedge accounting treatment.

Notional Amounts and Fair Values

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

	Notional amounts (1)				Other assets						Accrued liabilities
	September 30 2018		December 31 2017		September 30 2018			December 31 2017			September 30 2018			December 31 2017
Derivatives designated as hedging instruments:
Foreign exchange contracts		$2,781		$2,930		$48			$131			($73	)		($63	)
Interest rate contracts	125		125		1			3
Commodity contracts	40		56		5			4			(4		)	(6		)
Derivatives not receiving hedge accounting treatment:
Foreign exchange contracts	591		406		8			16			(11		)	(5		)
Commodity contracts	614		563
Total derivatives		$4,151		$4,080		$62			$154			($88	)		($74	)
Netting arrangements					(30		)	(61		)	30			61
Net recorded balance						$32			$93			($58	)		($13	)

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

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

	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Effective portion recognized in Other comprehensive income, net of taxes:
Foreign exchange contracts		($100	)		$116			($7	)		$40
Commodity contracts	3			(5		)	3
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes:
Foreign exchange contracts	(20		)	(43		)	(11		)	(11		)
Commodity contracts	1			(1		)	2			1
Forward points recognized in Other income, net:
Foreign exchange contracts	5			3						1
Undesignated derivatives recognized in Other income, net:
Foreign exchange contracts	(2		)	6			(1		)	1

Based on our portfolio of cash flow hedges, we expect to reclassify losses of $16 (pre-tax) out of Accumulated other comprehensive loss into earnings during the next 12 months. Ineffectiveness related to our hedges recognized in Other income was insignificant for the nine months ended September 30, 2018 and 2017.

We have derivative instruments with credit-risk-related contingent features. For foreign exchange contracts with original maturities of at least five years, our derivative counterparties could require settlement if we default on our five-year credit facility. For certain commodity contracts, our counterparties could require collateral posted in an amount determined by our credit ratings. The fair value of foreign exchange and commodity contracts that have credit-risk-related contingent features that are in a net liability position at September 30, 2018 was $17. At September 30, 2018, there was no collateral posted related to our derivatives.

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Note 17 – Fair Value Measurements

The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs. The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

	September 30, 2018								December 31, 2017
	Total			Level 1		Level 2			Total			Level 1		Level 2
Assets
Money market funds		$2,263			$2,263					$1,582			$1,582
Available-for-sale debt investments:
Commercial paper	97						$97		70						$70
Corporate notes	384					384			382					382
U.S. government agencies	18					18			47					47
Other equity investments	14			14					18			18
Derivatives	32					32			93					93
Total assets		$2,808			$2,277		$531			$2,192			$1,600		$592
Liabilities
Derivatives		($58	)				($58	)		($13	)				($13	)
Total liabilities		($58	)				($58	)		($13	)				($13	)

Money market funds, available-for-sale debt investments and equity securities are valued using a market approach based on the quoted market prices or broker/dealer quotes of identical or comparable instruments.

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

Certain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). The following table presents the nonrecurring losses recognized for the nine months ended September 30 due to long-lived asset impairment and the fair value and asset classification of the related assets as of the impairment date:

	2018					2017
	Fair Value		Total Losses			Fair Value		Total Losses
Operating lease equipment		$45		($16	)		$89		($31	)
Investments			(47		)	1		(30		)
Property, plant and equipment						8		(2		)
Acquired intangible assets						14		(1		)
Total		$45		($63	)		$112		($64	)

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

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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.

For Level 3 assets that were measured at fair value on a nonrecurring basis during the nine months ended September 30, 2018, 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	$45	Market approach	Aircraft value publications	$41 - $63(1) Median $46
			Aircraft condition adjustments	($4) - $3(2) Net ($1)

⁽¹⁾  The range represents the sum of the highest and lowest values for all aircraft subject to fair value measurement, according to the third party aircraft valuation publications that we use in our valuation process.

⁽²⁾  The negative amount represents the sum for all aircraft subject to fair value measurement, of all downward adjustments based on consideration of individual aircraft attributes and condition. The positive amount represents the sum of all such upward adjustments.

Fair Value Disclosures

The fair values and related carrying values of financial instruments that are not required to be remeasured at fair value on the Condensed Consolidated Statements of Financial Position were as follows:

	September 30, 2018
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Notes receivable, net		$987			$1,006				$1,006
Liabilities
Debt, excluding capital lease obligations and commercial paper	(11,131		)	(12,066		)		(11,974		)		($92	)

	December 31, 2017
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Notes receivable, net		$1,022			$1,046				$1,046
Liabilities
Debt, excluding capital lease obligations and commercial paper	(10,380		)	(11,923		)		(11,823		)		($100	)

The fair values of notes receivable are estimated with discounted cash flow analysis using interest rates currently offered on loans with similar terms to borrowers of similar credit quality. The fair value of our debt that is traded in the secondary market is classified as Level 2 and is based on current market yields. For our debt that is not traded in the secondary market, the fair value is classified as Level 2 and is based on our indicative borrowing cost derived from dealer quotes or discounted cash flows. The fair values of our debt classified as Level 3 are based on discounted cash flow models using the implied yield from similar securities. With regard to other financial instruments with off-balance sheet risk, it is not practicable to estimate the fair value of our indemnifications and financing commitments because the amount and timing of those

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arrangements are uncertain. Items not included in the above disclosures include cash, restricted cash, time deposits and other deposits, commercial paper, money market funds, Accounts receivable, Unbilled receivables, Accounts payable and long-term payables. The carrying values of those items, as reflected in the Condensed Consolidated Statements of Financial Position, approximate their fair value at September 30, 2018 and December 31, 2017. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash (Level 1).

Note 18 – Legal Proceedings

Various legal proceedings, claims and investigations related to products, contracts, employment and other matters are pending against us.

In addition, we are subject to various U.S. government inquiries and investigations from which civil, criminal or administrative proceedings could result or have resulted in the past. Such proceedings involve or could involve claims by the government for fines, penalties, compensatory and treble damages, restitution and/or forfeitures. Under government regulations, a company, or one or more of its operating divisions or subdivisions, can also be suspended or debarred from government contracts, or lose its export privileges, based on the results of investigations. We believe, based upon current information, that the outcome of any such legal proceeding, claim, or government dispute and investigation will not have a material effect on our financial position, results of operations, or cash flows.

Note 19 – Segment and Revenue Information

Our primary profitability measurements to review a segment’s operating results are Earnings from operations and operating margins. We operate in four reportable segments: BCA, BDS, BGS, and BCC. All other activities fall within Unallocated items, eliminations and other. See page 6 for the Summary of Business Segment Data, which is an integral part of this note.

BCA develops, produces and markets commercial jet aircraft principally to the commercial airline industry worldwide. Revenue on commercial aircraft contracts is recognized at the point in time when an aircraft is completed and accepted by the customer. Revenue on certain military derivative aircraft contracts is recognized over time as costs are incurred.

BDS is engaged in the research, development, production and modification of the following products and related services: manned and unmanned military aircraft and weapons systems, surveillance and engagement, strategic defense and intelligence systems, satellite systems and space exploration. BDS revenue is generally recognized over the contract term (over time) as costs are incurred.

BGS provides parts, maintenance, modifications, logistics support, training, data analytics and information-based services to commercial and government customers worldwide. Revenue on commercial spare parts contracts is recognized at the point in time when a spare part is delivered to the customer. Revenue on other contracts is generally recognized over the contract term (over time) as costs are incurred.

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

The following tables present BCA, BDS and BGS revenues from contracts with customers disaggregated in a number of ways, such as geographic location, contract type and the method of revenue recognition. We believe these best depict how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors.

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BCA revenues by customer location consist of the following:

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenue from contracts with customers:
Europe		$7,189			$6,519			$1,882			$1,754
China	9,433			7,510			4,677			4,016
Asia, other than China	5,966			4,981			1,886			1,898
Middle East	3,931			7,157			1,598			2,577
Other	3,598			2,773			1,098			601
Total non-U.S. revenues	30,117			28,940			11,141			10,846
United States	12,170			12,120			3,821			3,872
Total revenues from contracts with customers	42,287			41,060			14,962			14,718
Intersegment revenues, eliminated on consolidation	1,122			1,566			314			675
Total segment revenues		$43,409			$42,626			$15,276			$15,393
Revenue recognized on fixed price contracts	100		%	100		%	100		%	100		%
Revenue recognized at a point in time	94		%	94		%	91		%	95		%

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

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenue from contracts with customers:
U.S. customers		$12,201			$11,924			$4,178			$3,917
Non U.S. customers(1)	4,883			3,380			1,551			1,133
Total segment revenue from contracts with customers		$17,084			$15,304			$5,729			$5,050
Revenue recognized over time	98		%	98		%	97		%	98		%
Revenue recognized on fixed-price contracts	65		%	64		%	64		%	63		%
Revenue from the U.S. government(1)	86		%	88		%	85		%	85		%

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

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BGS revenues consist of the following:

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenue from contracts with customers:
Commercial		$7,276			$5,682			$2,431			$1,950
Government	4,703			5,064			1,608			1,617
Total revenues from contracts with customers	11,979			10,746			4,039			3,567
Intersegment revenues eliminated on consolidation	145			38			52			12
Total segment revenues		$12,124			$10,784			$4,091			$3,579
Revenue recognized at a point in time	52		%	48		%	51		%	48		%
Revenue recognized on fixed-price contracts	88		%	89		%	85		%	89		%
Revenue from the U.S. government(1)	32		%	40		%	32		%	38		%

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

Backlog

Our total backlog represents the estimated transaction prices on performance obligations to our customers for which work remains to be performed. Backlog is converted into revenue in future periods as work is performed, primarily based on the cost incurred or at delivery and acceptance of products, depending on the applicable accounting method.

Our backlog at September 30, 2018 was $491,179. We expect approximately 24% to be converted to revenue through 2019 and approximately 69% through 2022, with the remainder thereafter.

Unallocated Items, Eliminations and other

Unallocated items, eliminations and other include common internal services that support Boeing’s global business operations, intercompany guarantees provided to BCC and eliminations of certain sales between segments. We generally allocate costs to business segments based on the U.S. federal cost accounting standards. Components of Unallocated items, eliminations and other are shown in the following table.

	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Share-based plans		($60	)		($67	)		($24	)		($21	)
Deferred compensation	(112		)	(174		)	(56		)	(78		)
Amortization of previously capitalized interest	(67		)	(68		)	(19		)	(22		)
Eliminations and other unallocated items	(929		)	(462		)	(359		)	(112		)
Unallocated items, eliminations and other		($1,168	)		($771	)		($458	)		($233	)
Pension FAS/CAS service cost adjustment		$780			$811			$260			$271
Postretirement FAS/CAS service cost adjustment	239			238			77			75
FAS/CAS service cost adjustment		$1,019			$1,049			$337			$346

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Pension and Other Postretirement Benefit Expense

Pension costs, comprising GAAP service and prior service costs, are allocated to BCA and the commercial operations at BGS. Pension costs are allocated to BDS and BGS businesses supporting government customers using U.S. Government Cost Accounting Standards (CAS), which employ different actuarial assumptions and accounting conventions than GAAP. These costs are allocable to government contracts. Other postretirement benefit costs are allocated to business segments based on CAS, which is generally based on benefits paid. FAS/CAS service cost adjustment represents the difference between the FAS pension and postretirement service costs calculated under GAAP and costs allocated to the business segments. Non-operating pension and postretirement expenses represent the components of net periodic benefit costs other than service cost. These expenses are included in Other income, net.

Assets

Segment assets are summarized in the table below:

	September 30 2018		December 31 2017
Commercial Airplanes		$65,509		$64,647
Defense, Space & Security	18,688		18,476
Global Services	12,843		12,491
Boeing Capital	3,120		3,156
Unallocated items, eliminations and other	14,499		13,592
Total		$114,659		$112,362

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

Note 20 – Subsequent Events

Acquisition agreement

On October 9, 2018, we acquired KLX Inc. (KLX), a provider of aviation parts and services, for $4,316, which includes the assumption of $1,029 of net debt. Upon closing, KLX became part of Boeing’s Global Services business.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

The Boeing Company

Chicago, Illinois

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated statement of financial position of The Boeing Company and subsidiaries (the “Company”) as of September 30, 2018, the related condensed consolidated statements of operations and comprehensive income for the three-month and nine-month periods ended September 30, 2018 and 2017, and of cash flows and equity for the nine-month periods ended September 30, 2018 and 2017, and the related notes and schedules (collectively referred to as the "condensed consolidated interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of December 31, 2017, and the related consolidated statements of operations, comprehensive income, cash flows, and equity for the year then ended prior to retrospective adjustment for changes in the Company’s method of accounting for (i) revenue from contracts with customers and (ii) reclassification of certain tax effects from Accumulated other comprehensive income (not presented herein); and in our report dated February 12, 2018, we expressed an unqualified opinion on those consolidated financial statements. We also audited the adjustments presented in Note 2 - Impact of Adoption of New Standards that were applied to retrospectively adjust the December 31, 2017 consolidated statement of financial position. In our opinion, such adjustments are appropriate and have been properly applied to the previously issued consolidated statement of financial position in deriving the accompanying retrospectively adjusted condensed consolidated statement of financial position as of December 31, 2017.

Basis for Review Results

This condensed consolidated interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Deloitte & Touche LLP

Chicago, Illinois

October 24, 2018

35

FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates” and similar expressions generally 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 expectations and assumptions that we believe to be reasonable when made, but that may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are risks related to:
(1)	general conditions in the economy and our industry, including those due to regulatory changes;
(2)	our reliance on our commercial airline customers;
(3)	the overall health of our aircraft production system, planned commercial aircraft production rate changes, our commercial development and derivative aircraft programs, and our aircraft being subject to stringent performance and reliability standards;
(4)	changing budget and appropriation levels and acquisition priorities of the U.S. government;
(5)	our dependence on U.S. government contracts;
(6)	our reliance on fixed-price contracts;
(7)	our reliance on cost-type contracts;
(8)	uncertainties concerning contracts that include in-orbit incentive payments;
(9)	our dependence on our subcontractors and suppliers as well as the availability of raw materials;
(10)	changes in accounting estimates;
(11)	changes in the competitive landscape in our markets;
(12)	our non-U.S. operations, including sales to non-U.S. customers;
(13)	threats to the security of our or our customers' information;
(14)	potential adverse developments in new or pending litigation and/or government investigations;
(15)	customer and aircraft concentration in our customer financing portfolio;
(16)	changes in our ability to obtain debt on commercially reasonable terms and at competitive rates;
(17)	realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures;

36

(18)	the adequacy of our insurance coverage to cover significant risk exposures;
(19)	potential business disruptions, including those related to physical security threats, information technology or cyber attacks, epidemics, sanctions or natural disasters;
(20)	work stoppages or other labor disruptions;
(21)	substantial pension and other postretirement benefit obligations; and
(22)	potential environmental liabilities.
Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking information speaks only as of the date on which it is made, and we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Results of Operations and Financial Condition

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

(Dollars in millions, except per share data)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenues		$72,786			$69,235			$25,146			$24,223
GAAP
Earnings from operations		$7,812			$7,366			$2,227			$2,630
Operating margins	10.7		%	10.6		%	8.9		%	10.9		%
Effective income tax rate	6.9		%	28.5		%	(10.8		)%	29.9		%
Net earnings		$7,036			$5,138			$2,363			$1,810
Diluted earnings per share		$11.95			$8.39			$4.07			$2.99
Non-GAAP (1)
Core operating earnings		$6,793			$6,317			$1,890			$2,284
Core operating margins	9.3		%	9.1		%	7.5		%	9.4		%
Core earnings per share		$10.55			$7.28			$3.58			$2.62

⁽¹⁾  These measures exclude certain components of pension and other postretirement benefit expense. See page 53 for important information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.

Revenues

The following table summarizes Revenues:

(Dollars in millions)	Nine months ended September 30					Three months ended September 30
	2018			2017		2018			2017
Commercial Airplanes		$43,409			$42,626		$15,276			$15,393
Defense, Space & Security	17,084			15,304		5,729			5,050
Global Services	12,124			10,784		4,091			3,579
Boeing Capital	214			234		77			70
Unallocated items, eliminations and other	(45		)	287		(27		)	131
Total		$72,786			$69,235		$25,146			$24,223

Revenues for the nine months ended September 30, 2018 increased by $3,551 million compared with the same period in 2017, driven by higher revenue in three segments. Commercial Airplanes (BCA) revenues increased by $783 million primarily due to delivery mix. Defense, Space & Security (BDS) revenues increased by $1,780 million primarily due to non-US contract awards for fighters and C-17 aircraft in addition to higher weapons and Apache revenue. Global Services (BGS) revenues increased by $1,340 million due to growth across our services portfolio, primarily driven by parts volume.

Revenues for the three months ended September 30, 2018 increased by $923 million compared with the same period in 2017 driven by higher BDS and BGS revenues, partially offset by lower BCA revenues. BCA revenues decreased by $117 million primarily due to fewer commercial aircraft deliveries, partially offset by delivery mix and higher revenue on commercial derivative aircraft. BDS revenues increased by $679 million primarily due to higher revenues on fighters, government satellites, KC-46A Tanker program, Ground-based

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Midcourse Defense and weapons. BGS revenues increased by $512 million, primarily due to growth across our services portfolio, primarily driven by parts volume.

Earnings From Operations

The following table summarizes Earnings from operations:

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Commercial Airplanes		$5,175			$3,665			$2,023			$1,513
Defense, Space & Security	925			1,649			(245		)	486
Global Services	1,790			1,687			543			495
Boeing Capital	71			87			27			23
Segment operating profit	7,961			7,088			2,348			2,517
Pension FAS/CAS service cost adjustment	780			811			260			271
Postretirement FAS/CAS service cost adjustment	239			238			77			75
Unallocated Items, Eliminations and Other	(1,168		)	(771		)	(458		)	(233		)
Earnings from operations (GAAP)		$7,812			$7,366			$2,227			$2,630
FAS/CAS service cost adjustment *	(1,019		)	(1,049		)	(337		)	(346		)
Core operating earnings (Non-GAAP) **		$6,793			$6,317			$1,890			$2,284

* The FAS/CAS service cost adjustment represents the difference between the FAS pension and postretirement service costs calculated under GAAP and costs allocated to the business segments.

** Core operating earnings is a Non-GAAP measure that excludes the FAS/CAS service cost adjustment. See page 53.

Earnings from operations for the nine months ended September 30, 2018 increased by $446 million compared with the same period in 2017, primarily due to higher earnings at BCA, partially offset by lower earnings at BDS and higher unallocated expenses. BCA earnings increased by $1,510 million primarily due to higher 787 margins and improved cost performance. BDS earnings decreased by $724 million, primarily driven by higher charges on development programs.

Earnings from operations for the three months ended September 30, 2018 decreased by $403 million compared with the same period in 2017, primarily due to lower earnings at BDS, partially offset by higher earnings at BCA. BDS earnings decreased by $731 million primarily due to charges of $691 million related to winning the T-X Trainer and MQ-25 competitions. BCA earnings increased $510 million primarily due to higher 787 margins and improved cost performance.

During the nine months ended September 30, 2018, we recorded reach-forward losses related to the KC-46A Tanker of $686 million, of which $471 million was recorded at BCA and $203 million at BDS. During the three months ended September 30, 2018, we recorded reach-forward losses related to the KC-46A Tanker of $179 million, of which $112 million was recorded at BCA and $64 million at BDS. During the nine months ended September 30, 2017, we recorded reach-forward losses of $446 million on the KC-46A Tanker of which $374 million was recorded at BCA and $45 million at BDS. During the three months ended September 30, 2017, we recorded reach-forward losses related to the KC-46A Tanker of $314 million, of which $256 million was recorded at BCA and $37 million at BDS.

Core operating earnings for the nine months ended September 30, 2018 increased by $476 million compared with the same period in 2017 primarily due to higher earnings at BCA, partially offset by lower earnings at BDS and higher unallocated expenses. Core operating earnings for the three months ended September 30, 2018 decreased by $394 million primarily due to lower earnings at BDS, partially offset by higher earnings at BCA.

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

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Share-based plans		($60	)		($67	)		($24	)		($21	)
Deferred compensation	(112		)	(174		)	(56		)	(78		)
Eliminations and other unallocated items	(996		)	(530		)	(378		)	(134		)
Unallocated items, eliminations and other		($1,168	)		($771	)		($458	)		($233	)

The deferred compensation expense decreased by $62 million and $22 million for the nine and three months ended September 30, 2018 compared with the same periods in 2017 primarily driven by changes in broad market conditions.

Eliminations and other unallocated items increased by $466 million and $244 million for the nine and three months ended September 30, 2018 compared with the same periods in 2017 primarily due to the timing of expense allocations.

The components of net periodic benefit cost are shown in the following table:

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
Pension Plans	2018			2017			2018			2017
Service cost		$322			$301			$107			$100
Interest cost	2,086			2,243			696			747
Expected return on plan assets	(3,007		)	(2,883		)	(1,002		)	(961		)
Amortization of prior service (credits)/costs	(42		)	(29		)	(14		)	(9		)
Recognized net actuarial loss	847			603			282			201
Settlement/curtailment/other losses	43			1
Net periodic benefit cost		$249			$236			$69			$78

The net periodic pension benefit cost for the nine and three months ended September 30, 2018 was largely consistent with the same periods in 2017. The costs in 2018 reflect higher amortization of actuarial losses driven by lower discount rates of 3.6% at December 31, 2017 compared with 4.0% at December 31, 2016. In addition, the costs in 2018 reflect lower interest costs and improved expected returns, as a result of the higher value of plan assets at December 31, 2017 compared to 2016.

A portion of service cost is recognized in Earnings from operations in the period incurred and the remainder is included in inventory at the end of the reporting period and recorded in Earnings from operations in subsequent periods. Net periodic pension benefit costs included in Earnings from operations were as follows:

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
Pension Plans	2018			2017			2018			2017
Allocated to business segments		($1,017	)		($1,187	)		($339	)		($394	)
Pension FAS/CAS service cost adjustment	780			811			260			271
Net periodic benefit cost included in Earnings from operations		($237	)		($376	)		($79	)		($123	)

The pension FAS/CAS service cost adjustment recognized in earnings in 2018 is largely consistent with the same period in the prior year.

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Other Earnings Items 

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Earnings from operations		$7,812			$7,366			$2,227			$2,630
Other income, net	63			91			12			40
Interest and debt expense	(317		)	(267		)	(106		)	(87		)
Earnings from operations	7,558			7,190			2,133			2,583
Income tax (expense)/benefit	(522		)	(2,052		)	230			(773		)
Net earnings from continuing operations		$7,036			$5,138			$2,363			$1,810

Other income, net decreased by $28 million during the nine and three months ended September 30, 2018, primarily due to lower gains from foreign exchange, partially offset by higher interest income. Higher interest and debt expense for the nine and three months ended September 30, 2018 reflect higher debt balances and lower amounts of interest capitalized.

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

Total Costs and Expenses (“Cost of Sales”)

Cost of sales, for both products and services, consists primarily of raw materials, parts, sub-assemblies, labor, overhead and subcontracting costs. Our BCA segment predominantly uses program accounting to account for cost of sales. Under program accounting, cost of sales for each commercial airplane program equals the product of (i) revenue recognized in connection with customer deliveries and (ii) the estimated cost of sales percentage applicable to the total remaining program. For long-term contracts, the amount reported as cost of sales is recognized as incurred. Substantially all contracts at our BDS segment, certain military derivative aircraft contracts at BCA and certain contracts at our BGS segment are long-term contracts with the U.S. government and other customers that generally extend over several years. Costs on these contracts are recorded as incurred. Cost of sales for commercial spare parts is recorded at average cost. The following table summarizes cost of sales:

(Dollars in millions)	Nine months ended September 30									Three months ended September 30
	2018			2017			Change			2018			2017			Change
Cost of sales		$59,400			$56,731			$2,669			$21,040			$19,956			$1,084
Cost of sales as a % of Revenues	81.6		%	81.9		%	(0.3		%)	83.7		%	82.4		%	1.3		%

Cost of sales for the nine months ended September 30, 2018 increased by $2,669 million, or 5%, compared with the same period in 2017, primarily due to higher revenue. Cost of sales for the three months ended September 30, 2018 increased by $1,084 million, or 5% compared with the same period in the prior year, primarily due to higher revenue and higher charges related to winning the T-X Trainer and MQ-25 competitions.

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

(Dollars in millions)	Nine months ended September 30					Three months ended September 30
	2018		2017			2018		2017
Commercial Airplanes		$1,616		$1,755			$517		$538
Defense, Space & Security	613		599			211		207
Global Services	119		101			48		38
Other	69		(38		)	50		(15		)
Total		$2,417		$2,417			$826		$768

Research and development expense for the nine months ended September 30, 2018 was consistent with the prior year and higher for the three months ended September 30, 2018 compared with the same periods in 2017. The expense in 2018 reflects investments in product development, partially offset by lower 777X and 787-10 spending.

Backlog The following table summarizes our backlog, restated for the adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606):

Total Backlog (Dollars in millions)	September 30 2018		December 31 2017
Commercial Airplanes		$413,064		$410,526
Defense, Space & Security	57,875		44,049
Global Services	20,240		19,605
Total Backlog		$491,179		$474,180
Contractual backlog		$462,468		$456,524
Unobligated backlog	28,711		17,656
Total Backlog		$491,179		$474,180

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 during the nine months ended September 30, 2018 was primarily due to BDS orders and funding for contract awards in excess of deliveries and revenue recognized.

Unobligated backlog includes U.S. and non-U.S. government definitive contracts for which funding has not been authorized. The increase during the nine months ended September 30, 2018 was primarily due to contract awards, partially offset by reclassifications to contractual backlog related to BDS and BGS contracts.

Additional Considerations

KC-46A Tanker In 2011, we were awarded a contract from the U.S. Air Force (USAF) to design, develop, manufacture and deliver four next generation aerial refueling tankers. The KC-46A Tanker is a derivative of our 767 commercial aircraft. This Engineering, Manufacturing and Development (EMD) contract is a fixed-price incentive fee contract valued at $4.9 billion and involves highly complex designs and systems integration. In 2015, we began work on low rate initial production (LRIP) aircraft for the USAF. In 2016, following our achievement of key flight testing milestones, the USAF authorized two LRIP lots for 7 and 12 aircraft valued at $2.8 billion and in 2017, the USAF authorized an additional LRIP lot for 15 aircraft valued at $2.1 billion. On September 10, 2018, the USAF authorized an additional 18 aircraft valued at $2.9 billion. The contract contains production options for both LRIP aircraft and full rate production aircraft. If all options under the contract are exercised, we expect to deliver 179 aircraft for a total expected contract value of approximately $30 billion. The EMD contract is currently in the certification and flight testing phases and we expect deliveries to begin in the fourth quarter of 2018.

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During 2017, we recorded reach-forward losses of $445 million related to this program, primarily reflecting higher estimated costs associated with certification and incorporating changes into LRIP aircraft. In the first quarter of 2018, we recorded additional reach-forward losses of $81 million primarily reflecting higher estimated costs associated with certification and continued flight testing. In the second quarter of 2018, we recorded further reach-forward losses of $426 million, primarily reflecting higher estimated costs associated with change incorporation on six flight test and two early build aircraft. The additional rework required for the flight test and early build aircraft was identified during the second quarter upon completion of engineering and configuration studies. In addition, delays in certification and testing have resulted in higher costs and increased rework for both completed and in-production aircraft. In the third quarter of 2018, we recorded additional reach-forward losses of $179 million due to higher than expected effort to meet customer requirements in order to support delivery of the initial aircraft, as well as due to further delays in certification and testing.

As with any development program, this program remains subject to additional reach-forward losses and/or delivery delays if we experience further production, technical or quality issues, and delays in flight testing, certification and/or delivery.

Export-Import Bank of the United States Many of our non-U.S. customers finance purchases through the Export-Import Bank of the United States. Following the expiration of the bank’s charter on June 30, 2015, the bank’s charter was reauthorized in December 2015. The bank is now authorized through September 30, 2019. However, until the U.S. Senate confirms members sufficient to reconstitute a quorum of the bank’s board of directors, the bank will not be able to approve any transaction totaling more than $10 million. As a result, we may fund additional commitments and/or enter into new financing arrangements with customers. Certain of our non-U.S. customers also may seek to delay purchases if they cannot obtain financing at reasonable costs, and there may be further impacts with respect to future sales campaigns involving non-U.S. customers. We continue to work with our customers to mitigate risks associated with the lack of a quorum of the bank’s board of directors and assist with alternative third party financing sources.

Global Trade On June 1, 2018, the U.S. Government began imposing tariffs on steel and aluminum imports. In response to these tariffs, several major U.S. trading partners have imposed, or announced their intention to impose, tariffs on U.S. goods. We continue to monitor the potential for any extra costs that may result from these actions.

On July 6, 2018, the U.S. and China began imposing tariffs on approximately $34 billion of each other's exports. Certain aircraft parts and components that Boeing procures are subject to these tariffs. Subsequently, the U.S. imposed an additional $216 billion in tariffs on Chinese goods, and China imposed an additional $76 billion worth of tariffs on U.S goods. We continue to monitor the potential for disruption and adverse revenue and/or cost impacts that may result from these actions or future geopolitical economic developments.

The U.S. Government continues to impose and/or threaten to impose sanctions on certain businesses and individuals in Russia. Although our operations or sales in Russia have not been impacted to date, we continue to monitor additional sanctions that may be imposed by the U.S. Government and any responses from Russia that could affect our supply chain, business partners or customers.

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Segment Results of Operations and Financial Condition

Commercial Airplanes

Business Environments and Trends

Airline Industry Environment

Our updated 20-year forecast, published in July 2018, projects a long-term average growth rate of 4.7% per year for passenger traffic and 4.2% for cargo traffic. Based on long-term global economic growth projections of 2.8% average annual GDP growth, we project a $6.3 trillion market for 42,700 new airplanes over the next 20 years.

Results of Operations

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenues		$43,409			$42,626			$15,276			$15,393
Earnings from operations		$5,175			$3,665			$2,023			$1,513
Operating margins	11.9		%	8.6		%	13.2		%	9.8		%

Revenues

Revenues for the nine months ended September 30, 2018 increased by $783 million compared with the same period in 2017 primarily due to delivery mix. Revenues for the three months ended September 30, 2018 decreased by $117 million compared with the same period in 2017 primarily due to fewer commercial aircraft deliveries, partially offset by delivery mix and higher revenue on commercial derivative aircraft.

Commercial airplane deliveries, including intercompany deliveries, were as follows:

	737	*	747	†	767	777	787	Total
Deliveries during the first nine months of 2018	407	(14)	5		13	37	106	568
Deliveries during the first nine months of 2017	381	(13)	8	(1)	7	58	100	554
Deliveries during the third quarter of 2018	138	(4)	2		4	12	34	190
Deliveries during the third quarter of 2017	145	(4)	4		2	16	35	202
Cumulative deliveries as of 9/30/2018	7,139		1,547		1,119	1,571	742
Cumulative deliveries as of 12/31/2017	6,732		1,542		1,106	1,534	636

*     Intercompany deliveries identified by parentheses

† Aircraft accounted for as revenues by and as a note receivable in consolidation identified by parentheses

Earnings From Operations

Earnings from operations for the nine and three months ended September 30, 2018 increased by $1,510 million and $510 million compared with the same periods in 2017 primarily due to higher 787 margins and improved cost performance.

During the nine and three months ended September 30, 2018, Commercial Airplanes recorded reach-forward losses of $471 million and $112 million related to the KC-46A Tanker program. During the nine and three months ended September 30, 2017, we recorded reach-forward losses of $374 million and $256 million.

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Backlog

Our total backlog represents the estimated transaction prices on unsatisfied and partially satisfied performance obligations to our customers where we believe it is probable that we will collect the consideration due and 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 customer receiving approval from its board of directors, shareholders or government or 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. Backlog excludes options and BCC orders. A number of our customers may have contractual remedies that may be implicated by program delays. We address customer claims and requests for other contractual relief as they arise. The value of orders in backlog is adjusted as changes to price and schedule are agreed to with customers and is reported in accordance with the requirements of Topic 606.

BCA total backlog increased from $410,526 million as of December 31, 2017 to $413,064 million at September 30, 2018 primarily due to orders in excess of deliveries.

Accounting Quantity

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

	Program
As of 9/30/2018	737	†	747*	767	777	†	777X	787	†
Program accounting quantities	10,200		1,570	1,195	1,650		**	1,500
Undelivered units under firm orders	4,654	(75)	21	123	87	(1)	326	638	(28)
Cumulative firm orders	11,793	(75)	1,568	1,242	1,658	(1)	326	1,380	(28)
As of 12/31/2017	737		747	767	777		777X	787
Program accounting quantities	9,800		1,570	1,171	1,625		**	1,400
Undelivered units under firm orders***	4,613		12	98	97		326	640
Cumulative firm orders***	11,345		1,554	1,204	1,631		326	1,276

† Aircraft ordered by BCC are identified in parentheses

* At September 30, 2018, the 747 accounting quantity has 22 undelivered aircraft, including one already completed aircraft that has not been sold and is being remarketed.

** The accounting quantity for the 777X will be determined in the year of first airplane delivery, targeted for 2020.

*** Cumulative firm orders adjusted to reflect the adoption of Topic 606 in the first quarter of 2018.

Program Highlights

737 Program The accounting quantity for the 737 program increased by 200 units during the first quarter of 2018 and 200 units during the second quarter of 2018 due to the program’s normal progress of obtaining additional orders and delivering airplanes. We delivered the first 737 MAX 9 in March 2018. The production rate increased from 47 per month to 52 per month in the second quarter of 2018. Deliveries in the third quarter were adversely affected by delays in the supply chain. We continue to plan to increase the production rate to 57 per month in 2019. 

747 Program In the first quarter of 2018, we received firm orders for 14 aircraft and we are currently producing at a rate of 0.5 aircraft per month. We continue to evaluate the viability of the 747 program and it is reasonably possible that we could decide to end production of the 747.

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767 Program The accounting quantity for the 767 program increased by 24 units during the first quarter of 2018 due to the program’s normal progress of obtaining additional orders and delivering airplanes. The 767 assembly line includes a 767 derivative to support the tanker program. We are currently producing at a rate of 2.5 per month and plan to increase to 3 per month in 2020.

777 Program The accounting quantity for the 777 program increased by 25 units during the second quarter of 2018 due to the program’s normal progress of obtaining additional orders and delivering airplanes. We are currently producing at a rate of 5 per month. In 2013, we launched the 777X, which features a new composite wing, new engines and folding wing-tips. The 777X will have a separate program accounting quantity, which will be determined in the year of first airplane delivery, targeted for 2020.

787 Program The accounting quantity for the 787 program increased by 100 units during the second quarter of 2018 due to the program’s normal progress of obtaining additional orders and delivering airplanes. We are currently producing at a rate of 12 per month and plan to increase to 14 per month in 2019. We delivered the first 787-10 in March 2018.

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 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 777X, involves increased risks associated with meeting development, production and certification schedules. As a result, our ability to deliver aircraft on time, satisfy performance and reliability standards and achieve or maintain, as applicable, program profitability is subject to significant risks. Factors that could result in lower margins (or a material charge if an airplane program has or is determined to have reach-forward losses) include the following: changes to the program accounting quantity, customer and model mix, production costs and rates, changes to price escalation factors due to changes in the inflation rate or other economic indicators, performance or reliability issues involving completed aircraft, capital expenditures and other costs associated with increasing or adding new production capacity, learning curve, additional change incorporation, achieving anticipated cost reductions, flight test and certification schedules, costs, schedule and demand for new airplanes and derivatives and status of customer claims, supplier assertions and other contractual negotiations. While we believe the cost and revenue estimates incorporated in the consolidated financial statements are appropriate, the technical complexity of our airplane programs creates financial risk as additional completion costs may become necessary or scheduled delivery dates could be extended, which could trigger termination provisions, order cancellations or other financially significant exposure.

Defense, Space & Security

Business Environment and Trends

United States Government Defense Environment Overview

The Bipartisan Budget Act of 2018, passed in February 2018, raised the 2011 Budget Control Act spending caps for fiscal years 2018 and 2019 (FY18 and FY19). The consolidated spending bills signed into law in September 2018 provide defense funding for FY19, in compliance with the revised caps. These bills also provided FY19 appropriations for most of the federal government. The remaining parts of the federal government, including the National Aeronautics and Space Administration (NASA), were funded with a Continuing Resolution that maintains current funding levels through December 7, 2018. If Congress is unable to pass appropriations bills to fund these agencies for the remainder of FY19 before the expiration of the current Continuing Resolution, a partial government shutdown could result, which could impact the Company’s operations.

There continues to be uncertainty with respect to future program-level appropriations for the U.S. DoD and other government agencies, including NASA. The 2011 Budget Control Act continues to mandate limits on

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U.S. government discretionary spending for fiscal years 2020 and 2021 (FY20 and FY21). The lower budget caps will take effect again in FY20 and FY21 unless Congress acts to raise the spending caps or to repeal or suspend the law. As a result, continued budget uncertainty and the risk of future sequestration cuts remain. Future budget cuts or investment priority changes 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.

Results of Operations

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenues		$17,084			$15,304			$5,729			$5,050
Earnings/(loss) from operations		$925			$1,649			($245	)		$486
Operating margins	5.4		%	10.8		%	(4.3		)%	9.6		%

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 period 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.

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

	Nine months ended September 30		Three months ended September 30
	2018	2017	2018	2017
F/A-18 Models	10	18	5	6
F-15 Models	8	11	3	4
CH-47 Chinook (New)	11	6	2	2
CH-47 Chinook (Renewed)	14	28	6	9
AH-64 Apache (New)		8		3
AH-64 Apache (Remanufactured)	12	43	6	15
P-8 Models	10	14	2	5
Total	65	128	24	44

Revenues

BDS revenues for the nine months ended September 30, 2018 increased by $1,780 million, or 12% compared with the same period in 2017, primarily due to non-US contract awards for fighters and C-17 aircraft in addition to higher weapons and Apache revenue. Net favorable cumulative contract catch-up adjustments to revenue for the nine months ended September 30, 2018 were $270 million lower than the comparable period in the prior year, reflecting increased unfavorable adjustments on the KC-46A Tanker recorded in 2018.

BDS revenues for the three months ended September 30, 2018 increased by $679 million, or 13% compared with the same period in 2017, primarily due to higher revenues on fighters, government satellites, KC-46A Tanker program, Ground-based Midcourse Defense and weapons. Cumulative contract catch-up adjustments were relatively consistent during the three months ended September 30, 2018 and 2017.

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Earnings From Operations

BDS earnings from operations for the nine and three months ended September 30, 2018 decreased by $724 million and $731 million, compared with the same periods in 2017, primarily due to higher charges of $923 million and $783 million on development programs. During the third quarter of 2018, upon contract award, we recorded charges of $400 million associated with anticipated losses on the T-X Trainer and $291 million on the MQ-25 unmanned aerial refueling aircraft. During the nine and three months ended September 30, 2018, BDS recorded additional reach-forward losses of $203 million and $64 million related to the KC-46A Tanker. During the nine and three months ended September 30, 2017, BDS recorded additional reach-forward losses of $45 million and $37 million related to the KC-46A Tanker. These charges are partially offset by earnings related to higher revenue.

Net unfavorable cumulative contract catch-up adjustments in the nine and three months ended September 30, 2018 were $46 million and $76 million primarily related to the charges on development programs. Net favorable cumulative contract catch-up adjustments in the nine and three months ended September 30, 2017 were $349 million and $28 million primarily related to F-15 and vertical lift programs.

BDS earnings from operations include equity earnings of $139 million and $48 million for the nine and three months ended September 30, 2018 compared to $151 million and $38 million for the same periods in 2017 primarily reflecting earnings on our United Launch Alliance (ULA) and non-US joint ventures.

Backlog

Total backlog increased from $44,049 million at December 31, 2017 to $57,875 million at September 30, 2018 primarily due to current year contract awards in all our programs greater than revenue recognized. Significant orders included Government Satellites, Ground-based Midcourse Defense, VC-25B Presidential Aircraft, F/A-18 fighters, V-22 Osprey, T-X Trainer and MQ-25 unmanned aerial refueling aircraft.

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, Proprietary and Space Launch System programs.

Some of our development programs are contracted on a fixed-price basis and BDS customers are increasingly seeking fixed priced proposals for new programs. Examples of significant fixed-price development programs include Commercial Crew, Saudi F-15, USAF KC-46A Tanker, T-X Trainer, VC-25B Presidential Aircraft, MQ-25 unmanned aerial refueling aircraft, and commercial and military satellites. New programs could also have risk for reach-forward loss upon contract award and during the period of contract performance. In the third quarter, we were awarded contracts to develop the T-X Trainer aircraft with complementary devices and the MQ-25 unmanned aerial refueling aircraft. We recorded orders of $1,618 million and recognized losses of $691 million associated with these contracts. Many development 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.

KC-46A Tanker See the discussion of the KC-46A Tanker program on page 42.

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United Launch Alliance See the discussion of Indemnifications to ULA and Financing Commitments in Notes 5, 10 and 11 of our Condensed Consolidated Financial Statements.

Sea Launch See the discussion of the Sea Launch receivables in Note 9 to our Condensed Consolidated Financial Statements.

Commercial Crew See the discussion of Fixed-Price Development Contracts in Note 10 to our Condensed Consolidated Financial Statements.

T-X Trainer In September 2018, we were selected by the U.S. Air Force to build the next generation training capability, known as T-X. The program includes aircraft and simulators as well as support and ground equipment. The contract is structured as an indefinite delivery/indefinite quantity (IDIQ) fixed-price contract with a minimum of 206 aircraft and a maximum of 475 aircraft. The EMD contract is a fixed-price contract valued at $813 million and includes five aircraft and seven simulators, with a period of performance that runs through 2022. The production and support contracts are structured as options that begin with authorization from fiscal year 2022 to 2034. In connection with winning this competition, we recorded a reach-forward loss of $400 million associated with anticipated losses on the options for 346 aircraft that we believe are probable of being exercised. We believe that our investment in this contract positions us for additional market opportunities for both trainer and light attack aircraft.

MQ-25 Unmanned Aerial Refueling Aircraft In August 2018, we were awarded an EMD contract to build the MQ-25 unmanned aerial refueling aircraft for the U.S. Navy. The EMD contract is a fixed-price contract that includes development and delivery of four aircraft and test articles at a contract price of $805 million. In connection with winning this competition, we recognized a reach-forward loss of $291 million. The period of performance runs from 2018 through 2024. The MQ-25 is the U.S. Navy’s first operational carrier-based unmanned aircraft, and we believe that our investment in this contract positions us for long-term leadership in autonomy and artificial intelligence technologies along with additional market opportunities.

Global Services

Results of Operations

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenues		$12,124			$10,784			$4,091			$3,579
Earnings from operations		$1,790			$1,687			$543			$495
Operating margins	14.8		%	15.6		%	13.3		%	13.8		%

Revenues

BGS revenues for the nine and three months ended September 30, 2018 increased by $1,340 million and $512 million compared with the same periods in 2017 due to growth across our services portfolio, primarily driven by parts volume. Net favorable cumulative contract catch-up adjustments to revenue were lower by $61 million and $14 million for the nine and three months ended September 30, 2018 compared with the same periods in 2017.

Earnings From Operations

BGS earnings from operations for the nine and three months ended September 30, 2018 increased by $103 million and $48 million compared with the same periods in 2017 primarily due to higher revenues, partially offset by higher period costs. Net favorable cumulative contract catch-up adjustments were lower by $38 million and higher by $29 million for the nine and three months ended September 30, 2018 compared with the same periods in 2017.

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Backlog

BGS total backlog increased from $19,605 million as of December 31, 2017 to $20,240 million at September 30, 2018, primarily due to current year contract awards for government parts, partially offset by revenue recognized on contracts awarded in prior years.

Additional Considerations

KLX See the discussion of the KLX acquisition in Note 20 to our Condensed Consolidated Financial Statements.

Boeing Capital

Results of Operations

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenues		$214			$234			$77			$70
Earnings from operations		$71			$87			$27			$23
Operating margins	33		%	37		%	35		%	33		%

Revenues

Boeing Capital (BCC) segment revenues consist principally of lease income from equipment under operating lease, interest income from financing receivables and notes, and other income. BCC’s revenues for the nine months ended September 30, 2018 decreased by $20 million compared with the same period in 2017 primarily due to lower lease income driven by a smaller portfolio, partially offset by gain on sale of assets.

Earnings From Operations

BCC’s earnings from operations are presented net of interest expense, provision for (recovery of) losses, asset impairment expense, depreciation on leased equipment and other operating expenses. Earnings from operations for the nine months ended September 30, 2018 decreased by $16 million compared with the same period in 2017, primarily due to lower revenues.

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Financial Position

The following table presents selected financial data for BCC:

(Dollars in millions)	September 30 2018		December 31 2017
Customer financing and investment portfolio, net		$3,099		$3,003
Other assets, primarily cash and short-term investments	442		677
Total assets		$3,541		$3,680
Other liabilities, primarily deferred income taxes		$529		$653
Debt, including intercompany loans	2,491		2,523
Equity	521		504
Total liabilities and equity		$3,541		$3,680
Debt-to-equity ratio	4.8-to-1		5.0-to-1

BCC’s customer financing and investment portfolio at September 30, 2018 increased slightly from December 31, 2017 primarily due to new volume of $601 million partially offset by note payoffs, asset sales and portfolio run-off.

At September 30, 2018, BCC had $67 million of assets that were held for sale or re-lease. In addition, aircraft subject to leases with a carrying value of approximately $48 million are scheduled to be returned off lease in the next 12 months. We are seeking to remarket these aircraft or have the leases extended.

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

Liquidity and Capital Resources

Cash Flow Summary

(Dollars in millions)	Nine months ended September 30
	2018			2017
Net earnings		$7,036			$5,138
Non-cash items	1,823			1,896
Changes in working capital	3,516			3,409
Net cash provided by operating activities	12,375			10,443
Net cash used by investing activities	(2,197		)	(1,601		)
Net cash used by financing activities	(10,866		)	(9,109		)
Effect of exchange rate changes on cash and cash equivalents	(37		)	73
Net decrease in cash & cash equivalents, including restricted	(725		)	(194		)
Cash & cash equivalents, including restricted, at beginning of year	8,887			8,869
Cash & cash equivalents, including restricted, at end of period		$8,162			$8,675

Operating Activities Net cash provided by operating activities was $12.4 billion during the nine months ended September 30, 2018, compared with $10.4 billion during the same period in 2017. The year-over-year improvement reflects higher earnings and lower spending on inventory, partially offset by lower advances. Advances and progress billings increased by $3.5 billion and $4.7 billion during the nine months ended September 30, 2018 and 2017. Inventories increased by $0.7 billion and $0.9 billion during the nine months ended September 30, 2018 and 2017, primarily due to higher expenditures on commercial airplane program inventory, primarily 737 and 777X, partially offset by reductions in 787 inventory. Unbilled receivables

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increased by $1.7 billion and $1.8 billion during the nine months ended September 30, 2018 and 2017, reflecting revenue recognized on contracts in excess of billings.

Investing Activities Cash used by investing activities was $2.2 billion during the nine months ended September 30, 2018, compared with $1.6 billion during the same period in 2017, primarily due to the timing of investments and an acquisition during the third quarter of 2018. In the nine months ended September 30, 2018 and 2017, capital expenditures totaled $1.2 billion and $1.3 billion. We expect capital expenditures in 2018 to be higher than 2017.

Financing Activities Cash used by financing activities was $10.9 billion, compared with $9.1 billion during the same period in 2017, primarily reflecting higher share repurchases and dividend payments. During the nine months ended September 30, 2018, net borrowings decreased to $0.7 billion from $0.8 billion in the same period in 2017.

At September 30, 2018, the recorded balance of debt was $11.9 billion, of which $1.4 billion was classified as short-term. Debt, including intercompany loans, attributable to BCC totaled $2.5 billion, all of which was classified as long-term.

During the nine months ended September 30, 2018 we repurchased 24.5 million shares totaling $8.4 billion through our open market share repurchase program. In addition, 0.7 million shares were transferred to us from employees for tax withholdings. At September 30, 2018, the amount available under the share repurchase plan, announced on December 11, 2017, totaled $9.6 billion.

Capital Resources We have substantial borrowing capacity. Any future borrowings may affect our credit ratings and are subject to various debt covenants as described below. We have a commercial paper program that serves as a source of short-term liquidity. At September 30, 2018 and December 31, 2017 commercial paper borrowings totaling $600 million were supported by unused commitments under the revolving credit agreement. Currently, we have $5.0 billion of unused borrowing capacity on revolving credit line agreements. We anticipate that these credit lines will primarily serve as backup liquidity to support our general corporate borrowing needs.

Financing commitments totaled $19.7 billion and $10.2 billion at September 30, 2018 and December 31, 2017.The increase primarily relates to commercial airplane orders received in 2018. We anticipate that we will not be required to fund a significant portion of our financing commitments as we continue to work with third party financiers to provide alternative financing to customers. Historically, we have not been required to fund significant amounts of outstanding commitments. However, there can be no assurances that we will not be required to fund greater amounts than historically required. In addition, many of our non-U.S. customers finance aircraft purchases through the Export-Import Bank of the United States. Following the expiration of the bank’s charter on June 30, 2015, the bank’s charter was reauthorized in December 2015. The bank is now authorized through September 30, 2019. However, until the U.S. Senate confirms members sufficient to reconstitute a quorum of the bank’s board of directors, the bank will not be able to approve any transaction totaling more than $10 million. As a result, we may fund additional commitments and/or enter into new financing arrangements with customers.

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

At September 30, 2018, 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

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consolidated debt as a percentage of total capital (as defined). When considering debt covenants, we continue to have substantial borrowing capacity.

Off-Balance Sheet Arrangements

We are a party to certain off-balance sheet arrangements including certain guarantees. For discussion of these arrangements, see Note 11 to our Condensed 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 18 to our Condensed Consolidated Financial Statements.

Environmental Remediation We are involved with various environmental remediation activities and have recorded a liability of $568 million at September 30, 2018. For additional information, see Note 10 to our Condensed Consolidated Financial Statements.

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Non-GAAP Measures

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

Our unaudited condensed consolidated interim financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP) which we supplement with certain non-GAAP financial information. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Core operating earnings, and core operating margin and core earnings per share exclude the FAS/CAS service cost adjustment. The FAS/CAS service cost adjustment represents the difference between the FAS pension and postretirement service costs calculated under GAAP and costs allocated to the business segments. Core earnings per share excludes both the FAS/CAS service cost adjustment and non-operating pension and postretirement expenses. Non-operating pension and postretirement expenses represent the components of net periodic benefit costs other than service cost. Pension costs, comprising service and prior service costs computed in accordance with GAAP are allocated to BCA and certain BGS businesses supporting commercial customers. Pension costs allocated to BDS and BGS businesses supporting government customers are computed in accordance with U.S. Government Cost Accounting Standards (CAS), which employ different actuarial assumptions and accounting conventions than GAAP. CAS costs are allocable to government contracts. Other postretirement benefit costs are allocated to all business segments based on CAS, which is generally based on benefits paid.

The Pension FAS/CAS service cost adjustments recognized in earnings were benefits of $780 million and $260 million for the nine and three months ended September 30, 2018, largely consistent with the benefits of $811 million and $271 million during the same periods in 2017. The non-operating pension expenses included in Other income, net were benefits of $98 million and $50 million for the nine and three months ended September 30, 2018 compared with $88 million and $26 million for the same periods in 2017. The benefits in 2018 reflect lower interest costs and improved expected returns, as a result of the higher value of plan assets at December 31, 2017 compared to 2016. These are partially offset by higher amortization of actuarial losses driven by lower discount rates.

For further discussion of pension and other postretirement costs see the Management’s Discussion and Analysis on page 40 of this Form 10-Q and on page 43 of our 2017 Annual Report on Form 10-K. Management uses core operating earnings, core operating margin and core earnings per share for purposes of evaluating and forecasting underlying business performance. Management believes these core earnings measures provide investors additional insights into operational performance as unallocated pension and other postretirement benefit cost, primarily represent costs driven by market factors and costs not allocable to U.S. government contracts.

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Reconciliation of GAAP Measures to Non-GAAP Measures

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

(Dollars in millions, except per share data)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenues		$72,786			$69,235			$25,146			$24,223
Earnings from operations, as reported		$7,812			$7,366			$2,227			$2,630
Operating margins	10.7		%	10.6		%	8.9		%	10.9		%
Pension FAS/CAS service cost adjustment (1)		($780	)		($811	)		($260	)		($271	)
Postretirement FAS/CAS service cost adjustment (1)		($239	)		($238	)		($77	)		($75	)
FAS/CAS service cost adjustment (1)		($1,019	)		($1,049	)		($337	)		($346	)
Core operating earnings (non-GAAP)		$6,793			$6,317			$1,890			$2,284
Core operating margins (non-GAAP)	9.3		%	9.1		%	7.5		%	9.4		%
Diluted earnings per share, as reported		$11.95			$8.39			$4.07			$2.99
Pension FAS/CAS service cost adjustment (1)	(1.32		)	(1.32		)	(0.45		)	(0.45		)
Postretirement FAS/CAS service cost adjustment (1)	(0.41		)	(0.39		)	(0.13		)	(0.12		)
Non-operating pension expense (2)	(0.17		)	(0.15		)	(0.09		)	(0.05		)
Non-operating postretirement expense (2)	0.13			0.15			0.05			0.05
Provision for deferred income taxes on adjustments (3)	0.37			0.60			0.13			0.20
Core earnings per share (non-GAAP)		$10.55			$7.28			$3.58			$2.62
Weighted average diluted shares (in millions)	588.9			612.8			580.8			606.3

⁽¹⁾ FAS/CAS service cost adjustment represents the difference between the FAS pension and postretirement service costs calculated under GAAP and costs allocated to the business segments. This adjustment is excluded from Core operating earnings (non-GAAP)

⁽²⁾ Non-operating pension and postretirement expenses represent the components of net periodic benefit costs other than service cost. These expenses are included in Other income/(loss), net and are excluded from Core earnings per share (non-GAAP)

⁽³⁾     The income tax impact is calculated using the U.S. corporate statutory tax rate

Other

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934, as amended (the “Act”), require disclosure of certain activities, transactions or dealings relating to Iran that occurred during the period covered by this report. Disclosure is required even if the activities, transactions or dealings were conducted in compliance with applicable law. In connection with the U.S. withdrawal from the Joint Comprehensive Plan of Action (Iran Nuclear Agreement), we engaged in activities during the third quarter that were required to unwind and terminate all agreements with Iranian airlines entered into prior to the withdrawal. These activities were authorized by a license from the U.S. Office of Foreign Assets Control, and generated no revenues or profits.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes to our market risk since December 31, 2017.

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Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of September 30, 2018 and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)Changes in Internal Control Over Financial Reporting.

There were no changes that occurred during the third quarter of 2018 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

Currently, we are involved in a number of legal proceedings. For a discussion of contingencies related to legal proceedings, see Note 18 to our Condensed Consolidated Financial Statements, which is hereby incorporated by reference.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2017.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information about purchases we made during the quarter ended September 30, 2018 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

(Dollars in millions, except per share data)
	(a)	(b)		(c)	(d)
	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (2)
7/1/2018 thru 7/31/2018	2,886,863		$348.79	2,866,303		$11,035
8/1/2018 thru 8/31/2018	3,547,802	346.79		3,539,372	9,808
9/1/2018 thru 9/30/2018	646,356	346.38		643,079	9,585
Total	7,081,021		$347.57	7,048,754

⁽¹⁾  We purchased an aggregate of 7,048,754 shares of our common stock in the open market pursuant to our repurchase program and 32,267 shares transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units during the period. We did not purchase shares in swap transactions.

⁽²⁾  On December 11, 2017, we announced a new repurchase plan for up to $18 billion of common stock, replacing the plan previously authorized in 2016.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

3.2	By-Laws of The Boeing Company, as amended and restated effective October 22, 2018
10.1	Summary of Nonemployee Director Compensation*
10.2	The Boeing Company Executive Supplemental Savings Plan, effective January 1, 2019*
10.3	Deferred Compensation Plan for Employees of The Boeing Company, as amended and restated effective January 1, 2019*
12	Computation of Ratio of Earnings to Fixed Charges
15	Letter from Independent Registered Public Accounting Firm regarding unaudited interim financial information
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Management contract or compensatory plan

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Signature

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

	THE BOEING COMPANY
	(Registrant)
October 24, 2018	/s/ Robert E. Verbeck
(Date)	Robert E. Verbeck – Senior Vice President, Finance and Corporate Controller

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EX-3.2

EXHIBIT 3.2

BY-LAWS

OF

THE BOEING COMPANY

(as amended and restated effective October 22, 2018)

1

	TABLE OF CONTENTS
ARTICLE I Stockholders’ Meetings		1
SECTION 1	Annual Meetings.	1
SECTION 2	Special Meetings.	1
SECTION 3	Place of Meetings.	1
SECTION 4	Notice of Meetings.	1
SECTION 5	Waivers of Notice.	2
SECTION 6	Quorum; Required Vote.	2
SECTION 7	Proxies.	2
7.1	Appointment.	2
7.2	Delivery to Corporation; Duration.	2
SECTION 8	Inspectors of Election.	2
8.1	Appointment.	2
8.2	Duties.	3
8.3	Determination of Proxy Validity.	3
SECTION 9	Fixing the Record Date.	3
9.1	Meetings.	3
9.2	Consent to Corporate Action Without a Meeting.	3
9.3	Dividends, Distributions, and Other Rights.	3
9.4	Voting List.	4
SECTION 10	Action by Stockholders Without a Meeting.	4
SECTION 11	Notice of Nominations and Other Stockholder Business; Required Vote for Directors; Director Qualification; Inclusion of Stockholder Director Nominations in the Corporation’s Proxy Materials.	5
11.1	Notice of Nominations and Other Stockholder Business.	5
11.2	Required Vote for Directors.	8
11.3	Director Qualification: Submission of Questionnaire, Representation, and Agreement.	8
11.4	Inclusion of Stockholder Director Nominations in the Corporation’s Proxy Materials.	9
SECTION 12	Notice to Corporation.	14
SECTION 13	Organization and Conduct of Meetings.	14
ARTICLE II Board of Directors		14
SECTION 1	Number and Term of Office.	14
SECTION 2	Nomination and Election.	14
2.1	Nomination.	14
2.2	Election.	14
SECTION 3	Place of Meeting.	14
SECTION 4	Annual Meeting.	15
SECTION 5	Stated Meetings.	15
SECTION 6	Special Meetings.	15
6.1	Convenors and Notice.	15
6.2	Waiver of Notice.	15
SECTION 7	Quorum and Manner of Acting.	15
SECTION 8	Chairman of the Board.	15
SECTION 9	Resignations.	15
SECTION 10	Removal of Directors.	16
SECTION 11	Filling of Vacancies Not Caused by Removal.	16
SECTION 12	Director Compensation.	16
SECTION 13	Action Without a Meeting.	16

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SECTION 14	Telephonic Meetings.	16
ARTICLE III Board of Directors Committees		16
SECTION 1	Audit Committee.	16
SECTION 2	Other Committees.	16
2.1	Committee Powers.	16
2.2	Committee Members.	17
SECTION 3	Quorum and Manner of Acting.	17
ARTICLE IV Officers and Agents: Terms, Compensation, Removal, Vacancies		17
SECTION 1	Officers.	17
SECTION 2	Term of Office.	17
SECTION 3	Salaries of Elected Officers.	17
SECTION 4	Bonuses.	17
SECTION 5	Removal of Elected and Appointed Officers.	17
SECTION 6	Vacancies.	17
ARTICLE V Officers’ Duties and Powers		18
SECTION 1	Chairman of the Board.	18
SECTION 2	President.	18
SECTION 3	Chief Executive Officer.	18
SECTION 4	Vice Chairmen, Vice Presidents and Controller.	18
SECTION 5	Secretary.	18
SECTION 6	Treasurer.	18
SECTION 7	Additional Powers and Duties.	19
SECTION 8	Emergency Powers of Acting Officers.	19
ARTICLE VI Stock and Transfers of Stock		19
SECTION 1	Stock Certificates; Uncertificated Shares.	19
SECTION 2	Transfer Agents and Registrars.	19
SECTION 3	Transfers of Stock.	19
SECTION 4	Lost Certificates.	20
ARTICLE VII Miscellaneous		20
SECTION 1	Fiscal Year.	20
SECTION 2	Signing of Negotiable Instruments.	20
SECTION 3	Indemnification.	20
3.1	Right to Indemnification.	20
3.2	Right of Indemnitee to Bring Suit.	20
3.3	Nonexclusivity of Rights.	21
3.4	Insurance, Contracts, and Funding.	21
3.5	Indemnification of Employees and Agents.	21
3.6	Procedures for the Submission of Claims.	21
3.7	Other Sources of Indemnification or Advancement of Expenses.	22
SECTION 4	Forum for Adjudication of Disputes.	22
ARTICLE VIII Amendments		22
SECTION 1	Amendment of the By-Laws: General.	22
SECTION 2	Amendments as to Compensation and Removal of Officers.	22
ARTICLE IX Emergency By-Laws		23
SECTION 1	Emergency By-Laws.	23

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ARTICLE I

Stockholders’ Meetings

SECTION 1. Annual Meetings.

The annual meeting of stockholders shall be held on such date and at such time as the Board of Directors shall determine for the election of directors and the transaction of such other business as may properly be brought before the meeting.

SECTION 2. Special Meetings.

A special meeting of stockholders may be called at any time by the Board of Directors, and the Board of Directors shall call a special meeting upon written request to the Secretary by stockholders entitled to vote and dispose of at least twenty-five percent (25%) of the outstanding shares of the Corporation. Any such written request must be signed by each requesting holder, stating the number of shares owned by each such holder, and shall specify the purpose of the proposed meeting (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these By-Laws or the Certificate of Incorporation, the language of the proposed amendment). Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice provided pursuant to Article I, Section 4 of these By-Laws; provided, however, that nothing in these By-Laws shall prohibit the Board of Directors from submitting matters to the stockholders at any special meeting requested by stockholders.

SECTION 3. Place of Meetings.

All meetings of stockholders shall be held at such place or places, if any, within or without the State of Delaware as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.

SECTION 4. Notice of Meetings.

Except as otherwise required by statute and as set forth below, notice of each annual or special meeting of stockholders shall be given by the Corporation personally, by mail or by electronic transmission to each stockholder of record entitled to vote at such meeting not less than thirty (30) nor more than sixty (60) (or the maximum number permitted by applicable law) days before the meeting date. Except as otherwise required by statute, no publication of any notice of a meeting of stockholders shall be required. Every notice of a meeting of stockholders shall state the place, if any (or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person), date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called (including any purpose set forth in a request by stockholders properly made pursuant to Article I, Section 2 of these By-Laws). Notices are deemed given by the Corporation (i) if by mail, when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation, or, if a stockholder shall have filed with the Secretary a written request that notices to such stockholder be mailed to some other address, then directed to such stockholder at such other address; (ii) if by facsimile, when directed to a number at which the stockholder has consented to receive notice; (iii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive such notice; (iv) if by posting on an electronic network together with a separate notice to the stockholder of such specific posting, upon the later to occur of (A) such posting and (B) the giving of such separate notice of such posting; and (v) if by any other form of electronic transmission, when directed to the stockholder as required by law and, to the extent required by applicable law, in the manner consented to by the stockholder. An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting, executed by the Secretary, Assistant Secretary or any transfer agent of the Corporation giving the notice, shall be prima facie evidence of the giving of such notice. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 233 of the Delaware General Corporation Law. Any previously scheduled meeting of stockholders may be postponed by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

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SECTION 5. Waivers of Notice.

Whenever any notice is required to be given to any stockholder under the provisions of these By-Laws, the Certificate of Incorporation, or the Delaware General Corporation Law, a waiver thereof in writing signed by the person or persons entitled to such notice or a waiver by electronic transmission, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a stockholder at a meeting, in person or by proxy shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6. Quorum; Required Vote.

At all meetings of stockholders, except when otherwise provided by applicable law, the Certificate of Incorporation or these By-Laws, the presence, in person or by proxy, of the holders of one-third of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business; and except as otherwise provided by the Certificate of Incorporation, these By-Laws, the rules and regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, the vote, in person or by proxy, of the holders of a majority of the shares constituting such quorum shall be binding upon all stockholders. In the absence of a quorum, the chairman of the meeting or a majority of the shares present in person or by proxy and entitled to vote may adjourn any meeting to another place and time. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. Unless otherwise provided by statute, no notice of an adjourned meeting need be given.

SECTION 7. Proxies.

7.1 Appointment.

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee, or agent executing a writing or causing his or her signature to be affixed to such writing by any reasonable means, including facsimile signature or by electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service, or similar agent duly authorized by the intended proxy holder to receive such transmission.

7.2 Delivery to Corporation; Duration.

A proxy shall be filed with the Secretary before or at the time of the meeting or the delivery to the Corporation of the consent to corporate action in writing. A proxy shall become invalid three (3) years after the date of its execution, unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date.

SECTION 8. Inspectors of Election.

8.1 Appointment.

In advance of any meeting of stockholders, the Board of Directors shall appoint one or more persons to act as inspectors of election at such meeting and any adjournment thereof and to make a written report thereof. The Board of Directors may designate one or more persons to serve as alternate inspectors to serve in place of any inspector who is unable or fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairman of such meeting shall appoint one or more persons to act as inspector at such meeting. Inspectors may be employees of the Corporation, but no director or candidate for director may act as an inspector of an election of directors.

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8.2 Duties.

The inspectors of election shall (a) ascertain the number of shares of the Corporation outstanding and the voting power of each such share; (b) determine the shares represented at the meeting and the validity of proxies and ballots; (c) count all votes and ballots; (d) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by them; and (e) certify their determination of the number of shares represented at the meeting and their count of the votes and ballots. Each inspector shall, before entering upon the discharge of his or her duties, take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors may appoint or retain other persons or entities to assist them in the performance of their duties.

8.3 Determination of Proxy Validity.

The validity of any proxy or ballot executed for a meeting of stockholders shall be determined by the inspectors of election in accordance with the Delaware General Corporation Law.

SECTION 9. Fixing the Record Date.

9.1 Meetings.

For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not fewer than thirty (30) nor more than sixty (60) (or the maximum number permitted by applicable law) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of and to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

9.2 Consent to Corporate Action Without a Meeting.

For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) (or the maximum number permitted by applicable law) days after the date on which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent pursuant to Article I, Section 10 of these By-Laws shall, by written notice to the Secretary, request that the Board of Directors fix a record date, which notice shall include the text of any proposed resolutions. If no record date has been fixed by the Board of Directors pursuant to this Section 9.2 or otherwise within ten (10) days of receipt of a valid request by a stockholder, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required pursuant to applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation pursuant to Article I, Section 10 of these By-Laws; provided, however, that if prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall in such an event be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

9.3 Dividends, Distributions, and Other Rights.

For the purpose of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) (or the maximum number permitted by applicable law) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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9.4 Voting List.

The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. This list shall be open to examination by any stockholder, for any purpose germane to the meeting, for a period of ten (10) days prior to the meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting, or (ii) during ordinary business hours at the principal place of business of the Corporation. The list shall also be produced and kept at such meeting for inspection by any stockholder who is present.

SECTION 10. Action by Stockholders Without a Meeting.

Subject to the provisions of Article EIGHTH of the Certificate of Incorporation and Article I, Section 9.2 of these By-Laws, any action which could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, are (a) signed by the holders of outstanding stock having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and (b) delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the records of proceedings of meetings of stockholders. Delivery made to the Corporation’s registered office shall be by hand or by certified mail or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation, in the manner required by this Section 10, within sixty (60) (or the maximum number permitted by applicable law) days of the date of the earliest dated consent delivered to the Corporation in the manner required by this Section 10. The validity of any consent executed by a proxy for a stockholder pursuant to an electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of stockholders. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

In the event of the delivery, in the manner provided by this Section 10 and applicable law, to the Corporation of written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage independent inspectors of election for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent and without a meeting shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the Corporation in accordance with this Section 10 and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders. Nothing contained in this Section 10 shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

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SECTION 11. Notice of Nominations and Other Stockholder Business; Required Vote for Directors; Director Qualification; Inclusion of Stockholder Director Nominations in the Corporation’s Proxy Materials.

11.1 Notice of Nominations and Other Stockholder Business.

A. Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (a) as specified in the Corporation’s notice of meeting (or any supplement thereto); (b) by or at the direction of the Board of Directors or any committee thereof; (c) by any stockholder of the Corporation who (i) was a stockholder of record at the time the notice provided for in this By-Law is delivered to the Secretary, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures and conditions set forth in this By-Law as to such nomination or other business; or (d) by any Eligible Stockholder (as defined in Section 11.4 below) whose Stockholder Nominee (as defined in Section 11.4 below) is included in the Company’s proxy materials for the relevant annual meeting; clauses (c) and (d) shall be the exclusive means for a stockholder to make director nominations, and clause (c) shall be the exclusive means for a stockholder to submit proposals for other business (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement that has been prepared to solicit proxies for such annual meeting) before an annual meeting of stockholders.

(2) Without qualification, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 11.1.A(1)(c), the stockholder must have given timely notice thereof in writing to the Secretary and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for stockholder action. To be timely for nominations pursuant to Section 11.1.A(1)(c), a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred and twentieth (120^th) day and not later than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred and twentieth (120^th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting and the tenth (10^th) day following the day on which public announcement of the date of such annual meeting is first made by the Corporation. To be timely for nominations pursuant to Section 11.1.A(1)(d), such notice must be delivered in accordance with the requirements of Section 11.4. In no event shall the adjournment or postponement of an annual meeting (or any public announcement thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper form, such stockholder’s notice (whether given pursuant to this Section 11.1.A(2) or Section 11.1.B) to the Secretary must: (a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal for other business is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, if any, (B) a description of any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of shares of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and such beneficial owner, if any, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder and such beneficial owner, if any, has a right to vote any shares of any security of the Corporation, (D) any short interest in any security of the Corporation (for purposes of this By-Law a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder and such beneficial owner, if any, that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder and such beneficial owner, if any, is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (G) any performance-related fees (other than an asset-based fee) that such stockholder and such beneficial owner, if any, is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, all such information to be provided as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s and such beneficial owner’s, if any, immediate

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family sharing the same household (which information shall be supplemented by such stockholder and such beneficial owner, if any, not later than ten (10) days after the record date for the annual meeting to disclose such ownership as of the record date), (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal of other business and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a representation (A) that the stockholder is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to propose such business or nomination and (B) whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination, and (v) an undertaking by the stockholder and beneficial owner, if any, to notify the Corporation in writing of any change in the information called for by clauses (i), (ii), (iii) and (iv) as of the record date for such meeting, by notice received by the Secretary at the principal executive offices of the Corporation not later than the tenth (10^th) day following such record date; (b) if the notice relates to any business other than the nomination of a director or directors that the stockholder proposes to bring before the annual meeting, set forth (i) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these By-Laws, the language of the proposed amendment), the reasons for conducting such business at the annual meeting and any material interest of such stockholder and beneficial owner, if any, in such business and (ii) a description of all agreements, arrangements, and understandings between such stockholder and beneficial owner, if any, and their respective affiliates and associates, and any other person or persons (including their names) acting in concert therewith in connection with the proposal of such business by such stockholder; (c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors (i) all information relating to such person that would be required to be disclosed, whether in a proxy statement, other filings required to be made in connection with solicitations of proxies for election of directors in a contested election, or otherwise, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and a statement whether such person, if elected, intends to tender, promptly following such person’s election or reelection, an irrevocable resignation effective upon such person’s failure to receive the required vote for reelection at the next meeting at which such person would face reelection and upon acceptance of such resignation by the Board of Directors, (iii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or any other person or persons (including their names) acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or any other person or persons (including their names) acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, (iv) any information that such person would be required to disclose pursuant to Section 11.1.A(2)(a)(ii) if such person were a stockholder purporting to make a nomination or propose business pursuant to Section 11.1.A(1)(c), and (v) an undertaking to notify the Corporation in writing of any change in the information called for by clauses (i), (ii), (iii) and (iv) as of the record date for such meeting, by notice received by the Secretary at the principal executive offices of the Corporation not later than the tenth (10^th) day following such record date; and (d) with respect to each nominee for election or reelection to the Board of Directors, include the completed and signed questionnaire, representation and agreement required by Section 11.3, together with a description of any prior instance in which such nominee was denied (and not subsequently granted) a security clearance by the U.S. Federal government. The Corporation may also, as a condition of any such nomination being deemed properly brought before an annual meeting, require any proposed nominee to furnish (i) any information required pursuant to any undertaking delivered pursuant to this Section 11.1.A(2) and (ii) such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation (consistent with the rules of the Securities and Exchange Commission and with any director independence standards set forth in the Corporation’s Corporate Governance Principles) or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(3) Notwithstanding anything in the second sentence of Section 11.1.A(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors at the annual meeting of stockholders is increased effective after the time period for which nominations would otherwise be due under Section 11.1.A(2) and there is no public announcement by the Corporation naming all of the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary

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at the principal executive offices of the Corporation not later than the close of business on the tenth (10^th) day following the day on which such public announcement is first made by the Corporation.

B. Special Meetings of Stockholders.

Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the special meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting at which directors are to be elected pursuant to the Corporation’s notice of special meeting (a) by or at the direction of the Board of Directors or any committee thereof or stockholders pursuant to Article 1, Section 2 hereof, or (b) provided that the Board of Directors or stockholders pursuant to Article 1, Section 2 hereof has determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time the notice provided for in this By-Law is delivered to the Secretary and at the time of the special meeting, (ii) is entitled to vote at the special meeting, and (iii) complies with the notice procedures and conditions set forth in this By-Law (including the information and eligibility requirements in Section 11.1.A(2)) as to such nomination. For the avoidance of doubt, the foregoing clause (b) of this Section 11.1.B shall be the exclusive means for a stockholder to propose nominations of persons for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected. In the event the Corporation calls a special meeting for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 11.1.A(2) (including the completed and signed questionnaire, representation and agreement required by Section 11.3) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred and twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting and the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting. In no event shall the adjournment or postponement of a special meeting as to which notice has been sent to stockholders, or any public announcement with respect thereto, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

C. General.

(1) Only such persons who (a) are nominated in accordance with the procedures and have satisfied the conditions set forth in Section 11.1 or Section 11.4 and (b) have delivered and are in compliance with the applicable requirements of these By-Laws shall be eligible to be elected as directors at an annual or special meeting of stockholders and, if properly elected, to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this By-Law (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by Section 11.1.A(2)(a)(iv)) and (b) if any proposed nomination or business was not made or proposed in compliance with this By-Law, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this By-Law, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this By-Law, to be considered a qualified representative of the stockholder, a person must be (i) a duly authorized officer, manager, or partner of such stockholder or (ii) authorized, by a writing executed by such stockholder or an electronic transmission delivered by such stockholder, to act for such stockholder as proxy at the annual or special meeting and such person attending the meeting must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the annual or special meeting.

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(2) For purposes of this Section 11, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this By-Law; provided, however, that any references in these By-Laws to the Exchange Act or to the rules or regulations promulgated thereunder are not intended to and shall not limit the requirements applicable to any nominations or proposals as to any other business to be considered pursuant to this By-Law (including Section 11.1.A(1)(c) or Section 11.1.B). Nothing in this By-Law shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation, or these By-Laws.

11.2 Required Vote for Directors.

A nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that the directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the Secretary receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 11.1 and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth day preceding the date the Corporation first mails its notice of meeting for such meeting to stockholders. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee. Votes cast shall exclude abstentions with respect to that director’s election.

11.3 Director Qualification: Submission of Questionnaire, Representation, and Agreement.

To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 11.1 or Section 11.4, as applicable) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request), that such person (a) is not and will not become a party to (i) any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question or issues or questions generally (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; (b) is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director that has not been disclosed therein; (c) agrees to, promptly following election as a director, submit to and reasonably cooperate with all processes required in order to obtain (and, once obtained, to maintain) all U.S. Federal government security clearances deemed by the Corporation as necessary or appropriate for a director of the Corporation; and (d) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable law and with the Corporation’s Corporate Governance Principles and Code of Ethical Business Conduct for Members of the Board of Directors, as well as all other applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. In addition, to be eligible to be a nominee for election or reelection as a director of the Corporation, a person must not be a named subject of a criminal proceeding (excluding traffic violations and other minor offenses) pending as of the date the Corporation first mails to the stockholders its notice of meeting that includes the name of the nominee and, within ten years preceding such date, must not have been convicted in such a criminal proceeding.

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11.4 Inclusion of Stockholder Director Nominations in the Corporation’s Proxy Materials.

A. Subject to the provisions of these By-Laws, the Corporation shall include in its proxy statement and on its form of proxy for an annual meeting of stockholders, the name of, and shall include in any such proxy statement the Additional Information (as defined below) relating to, any eligible person nominated for election as a director of the Corporation (a “Stockholder Nominee”) by any stockholder or group of no more than 20 stockholders that satisfies the requirements of this Section 11.4 (such person or group, an “Eligible Stockholder”) and that includes in the written notice required by this Section 11.4 (the “Notice of Proxy Access Nomination”) a written statement electing to have its nominee included in the Corporation’s proxy materials. For purposes of this Section 11.4, “Additional Information” shall consist of (1) information concerning the Stockholder Nominee and the Eligible Stockholder that the Corporation determines is required to be disclosed in the Corporation’s proxy statement by Section 14 of the Exchange Act and/or the rules and regulations promulgated thereunder and (2) if the Eligible Stockholder so elects, a statement set forth in the Notice of Proxy Access Nomination for inclusion in the proxy statement in support of such nomination (subject, without limitation, to Section 11.4.F).

B. The Corporation shall not be required to include in any proxy materials for an annual meeting of stockholders a number of Stockholder Nominees greater than 20% of the number of directors in office as of the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to this Section 11.4 (the “Proxy Access Nomination Deadline”), rounded down to the nearest whole number but not less than two (the “Maximum Number of Nominees”). Notwithstanding the foregoing, the Maximum Number of Nominees shall be reduced by the number of (1) Stockholder Nominees that are subsequently withdrawn or that the Board of Directors itself decides to nominate at such annual meeting of stockholders, (2) incumbent directors who were Stockholder Nominees at any of the preceding three annual meetings of stockholders and whose reelection at the upcoming annual meeting of stockholders is being recommended by the Board of Directors, and (3) director candidates for which the Corporation shall have received a notice (whether or not subsequently withdrawn) pursuant to Section 11.1.A(1)(c) hereof that a stockholder intends to nominate a candidate for director at the annual meeting of stockholders and such stockholder does not expressly elect at the time of providing the notice to have its nominee included in the Corporation’s proxy materials pursuant to this Section 11.4. In the event that one or more vacancies for any reason occurs on the Board of Directors after the Proxy Access Nomination Deadline but prior to the date of the annual meeting of stockholders, and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the Maximum Number of Nominees shall be calculated based on the number of directors in office as so reduced. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 11.4 exceeds the Maximum Number of Nominees, each Eligible Stockholder shall select one Stockholder Nominee for inclusion in the Corporation’s proxy statement until the Maximum Number of Nominees is reached, going in the order of the amount (greatest to least) of voting power of the Corporation’s common stock entitled to vote on the election of directors as disclosed in the Notice of Proxy Access Nomination submitted to the Corporation. If the Maximum Number of Nominees is not reached after each Eligible Stockholder has selected one Stockholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the Maximum Number of Nominees is reached. If any Stockholder Nominee selected pursuant to such determination later (i) withdraws from the election (or his or her nomination is withdrawn by the Eligible Stockholder) or (ii) is determined not to satisfy the requirements of this Section 11.4, no other nominee or nominees (other than any Stockholder Nominees already determined to be included in the Corporation’s proxy materials who continue to satisfy the requirements of this Section 11.4) shall be included in the Corporation’s proxy materials or otherwise be eligible for election pursuant to this Section 11.4.

C. In order to make a nomination pursuant to this Section 11.4 and in order for such nomination to be voted upon, an Eligible Stockholder must have owned at least 3% of the Corporation’s outstanding common stock as of the most recent date for which such amount is given in any filing by the Corporation with the Securities and Exchange Commission prior to the submission of the Notice of Proxy Access Nomination (the “Required Shares”) continuously for a period of three years as of both the date the Notice of Proxy Access Nomination is received by the Secretary in accordance with this Section 11.4 and the record date for determining the stockholders eligible to vote at the annual meeting of stockholders, and must continue to own the Required Shares through the annual meeting date. For purposes of this Section 11.4, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of the Corporation’s common stock as to which the stockholder possesses both (1) the full voting and investment rights pertaining to the shares and (2) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided, however, that the number of shares calculated in accordance with clauses (1) and (2) shall not include any shares (a) sold by or on behalf of such stockholder or any of its affiliates in any transaction that has not yet settled or closed, including any short sale, (b) borrowed by or on behalf of such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell, or (c) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar instrument or agreement entered into by or on behalf of such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation, in any such case which instrument or agreement has, is intended to have, or if exercised by either party thereto would have, the purpose or effect of (i) reducing in any manner, to any extent or at any time in the future, such stockholder’s or any of its affiliates’ full right to vote or direct the voting of any such shares, and/or (ii) hedging, offsetting or altering to any degree gain or loss arising from the full economic

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ownership of such shares by such stockholder or any of its affiliates. Notwithstanding the foregoing, an Eligible Stockholder “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. An Eligible Stockholder’s ownership of shares shall be deemed to continue during any period in which the stockholder has (1) loaned such shares, provided that such stockholder has the power to recall such shares on not more than five business days’ notice, has recalled such loaned shares as of the record date for the annual meeting of stockholders (and holds any voting power over such shares) and holds such shares (and voting power) through the date of the annual meeting of stockholders or (2) delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement, provided that such stockholder has the power to revoke such delegation at any time without condition and has revoked such delegation as of the record date for the annual meeting of stockholders. The terms “owned,” “ownership,” “owning” and other variations of the word “own” shall have correlative meanings.

D. For the purpose of calculating the number of stockholders that constitutes an “Eligible Stockholder” for purposes of this Section 11.4, a group of funds that are (1) under common management and investment control, (2) under common management and funded primarily by the same employer, or (3) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, (or any successor rule) (a “Qualifying Fund”) shall be treated as one stockholder, provided that (a) each fund included with a Qualifying Fund otherwise meets the requirements set forth in this Section 11.4 and (b) such group of funds shall provide, together with the Notice of Proxy Access Nomination, documentation evidencing such group’s status as a Qualifying Fund. No stockholder, alone or together with any of its affiliates, may be a member of more than one group constituting an Eligible Stockholder, and if any person appears as a member of more than one group, it shall be deemed to be a member of the group that has the largest ownership of shares of common stock of the Corporation. In the event of a nomination pursuant to this Section 11.4 by a group of stockholders, each provision in this Section 11.4 that requires the Eligible Stockholder to provide any written statements, representations, undertakings, agreements or other instruments or to meet any other conditions shall be deemed to require each stockholder that is a member of such group to provide such statements, representations, undertakings, agreements or other instruments and to meet any other conditions; provided, however, that the requirement to own the Required Shares shall apply to the ownership of the group in the aggregate. Should any stockholder withdraw from, or be deemed ineligible to participate in, a group constituting an Eligible Stockholder at any time prior to the annual meeting of stockholders, such group shall only be deemed to own the shares held by the remaining members of the group. A breach of any obligation, agreement, representation or warranty under this Section 11.4 by any member of a group constituting an Eligible Stockholder shall be deemed a breach by the Eligible Stockholder.

E. To be timely, the Eligible Stockholder must, not earlier than the close of business on the one hundred and fiftieth (150^th) day and not later than the close of business on the one hundred and twentieth (120^th) day prior to the first anniversary of the date (as stated in the Corporation’s proxy materials) the definitive proxy statement was first distributed to stockholders in connection with the preceding year’s annual meeting of stockholders, deliver to the Secretary at the principal executive offices of the Corporation the Notice of Proxy Access Nomination; provided, however, that in the event that the date of the annual meeting of stockholders is more than thirty (30) days before or after the first anniversary of the most recent annual meeting of stockholders, the Notice of Proxy Access Nomination to be timely must be so delivered not earlier than the close of business on the one hundred and fiftieth (150^th) day prior to such annual meeting of stockholders and not later than the close of business on the later of the one hundred and twentieth (120^th) day prior to such annual meeting of stockholders and the tenth (10^th) day following the day on which public announcement of the date of such annual meeting of stockholders is first made by the Corporation. In no event shall the adjournment or postponement of an annual meeting of stockholders (or any public announcement thereof) commence a new time period (or extend any time period) for the giving of a Notice of Proxy Access Nomination. To be in proper form, the Notice of Proxy Access Nomination shall set forth or be submitted with the following:

(1) A copy of the Schedule 14N relating to the Stockholder Nominee that has been or concurrently is filed with the Securities and Exchange Commission in accordance with Rule 14a-18 under the Exchange Act (or any successor rule thereto);

(2) Written notice of nomination of the Stockholder Nominee, which notice includes the following additional information, agreements, representations and warranties by the Eligible Stockholder: (a) all information required from nominating stockholders and stockholder nominees with respect to the nomination of directors pursuant to Section 11.1.A(2)(a) and 11.1.A(2)(c) hereof, as if the nomination of the Stockholder Nominee were being submitted pursuant to Section 11.1.A(1)(c) hereof; (b) the details of any relationship that existed within the three years preceding the submission of the Notice of Proxy Access Nomination and that would have been required to be described pursuant to Item 6(e) of Schedule 14N (or any successor item) if such relationship existed on the date of the submission of the Schedule 14N; (c) a description of any agreement, arrangement or understanding with respect to the nomination between or among such stockholder and/or any beneficial owner, if any, on whose behalf the nomination is made, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing; (d) the details of any position of the Stockholder Nominee as an officer or director of any competitor (that is, any entity that produces products or provides services that compete with or are alternatives to the products produced or services provided by the Corporation or its affiliates) or significant supplier or customer of the Corporation within the three years preceding the submission of the Notice of Proxy Access Nomination; (e) a representation and warranty that the Eligible

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Stockholder (i) acquired the Required Shares in the ordinary course of business and neither acquired, nor is holding, such shares for the purpose or with the effect of influencing or changing control of the Corporation; (ii) has not engaged in, and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act (without reference to the exception in Section 14a-(l)(2)(iv)) (or any successor rules) with respect to the annual meeting of stockholders, other than with respect to nominees of such Eligible Stockholder or the Board of Directors; (iii) has not nominated and will not nominate for election to the Board of Directors any person other than the Stockholder Nominee(s); (iv) agrees to comply with all laws, rules and regulations applicable to the use, if any, of soliciting material; (v) will provide facts, statements and other information in all communications with the Company and its stockholders that are or will be, as applicable, true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (vi) meets the eligibility requirements set forth in these By-Laws; and (vii) will maintain qualifying ownership of the Required Shares at least through the date of the annual meeting of stockholders; (f) a representation that, within five business days after each of the date of the Notice of Proxy Access Nomination and the record date for the annual meeting of stockholders, the Eligible Stockholder will provide documentary evidence from each record holder of the Required Shares (and from each intermediary through which the Required Shares are or have been held during the requisite three-year holding period) evidencing the continuous ownership by the Eligible Stockholder of the Required Shares for at least three years as of the date of the Notice of Proxy Access Nomination and the record date, respectively; (g) a representation that the Stockholder Nominee: (i) qualifies as independent (including with respect to all committees of the Board of Directors) under the listing standards and rules of each exchange upon which the Corporation’s common stock is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Corporation’s directors; (ii) is a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule); (iii) is an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision); (iv) meets the director qualification requirements set forth in Section 11.3 of these By-Laws; and (v) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of the Stockholder Nominee; (h) a representation that the Schedule 14N relating to the Stockholder Nominee and provided in accordance with Section 11.4.E(1) is accurate and complete, and fully complies with the requirements of Schedule 14N under the Exchange Act; and (i) a representation and warranty that the Stockholder Nominee’s candidacy will not and, if elected, the Stockholder Nominee’s membership on the Board of Directors would not, violate applicable state or federal law or the listing standards or rules of any exchange upon which the Corporation’s common stock is listed;

(3) An executed agreement pursuant to which the Eligible Stockholder agrees: (a) to comply with all applicable laws, rules, regulations and listing standards in connection with the nomination, solicitation and election of the Stockholder Nominee; (b) to file any written solicitation or other communication with the Corporation’s stockholders relating to one or more of the Corporation’s directors or director nominees or any Stockholder Nominee with the Securities and Exchange Commission, regardless of whether any such filing is required under rule or regulation or whether any exemption from filing is available for such materials under any rule or regulation; (c) to refrain from distributing any form of proxy for the annual meeting of stockholders other than the form distributed by the Corporation; (d) to assume all liability stemming from any action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Eligible Stockholder with the Corporation, its stockholders or any other person in connection with the nomination or election of directors, including the Notice of Proxy Access Nomination; (e) to indemnify and hold harmless (jointly with all other group members, in the case of a group member) the Corporation and each of its directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of or relating to any nomination, solicitation, or other activity by the Eligible Stockholder in connection with its efforts to elect a Stockholder Nominee pursuant to this Section 11.4; (f) in the event that any information included in the Notice of Proxy Access Nomination, or any other communication by the Eligible Stockholder (including with respect to any group member), with the Corporation, its stockholders or any person in connection with the nomination or election of directors ceases to be true and accurate in all material respects (or due to a subsequent development omits a material fact necessary to make the statements made not misleading), or that the Eligible Stockholder (including any group member) has failed to continue to satisfy the eligibility requirements described in Section 11.4.C, to promptly (and in any event within 48 hours of discovering such misstatement or omission) notify the Corporation and any other recipient of such communication of the misstatement or omission in such previously provided information and of the information that is required to correct the misstatement or omission; it being understood that providing any such notification shall not be deemed to cure any such defect or limit the Corporation’s right to omit a Stockholder Nominee from its proxy materials pursuant to this Section 11.4;

(4) An executed agreement pursuant to which the Stockholder Nominee consents to being named in the Corporation’s proxy statement and form of proxy (and will not agree to be named in any other person’s proxy statement or form of proxy with respect to the annual meeting of stockholders) as a nominee and to serving as a director of the Corporation if elected, and

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represents and agrees that such Stockholder Nominee meets the director qualification requirements set forth in Section 11.3 of these By-Laws;

(5) If desired, a statement for inclusion in the proxy statement in support of the Stockholder Nominee’s candidacy, provided that such statement (a) shall not exceed 500 words, (b) shall fully comply with Section 14 of the Exchange Act and the rules and regulations thereunder, including Rule 14a-9, and (c) is provided at the same time as the relevant Notice of Proxy Access Nomination; and

(6) In the case of a nomination by a group constituting an Eligible Stockholder, the designation by all group members of one group member as the exclusive member to interact with the Corporation on behalf of all members of the group for purposes of this Section 11.4 and to act on behalf of all group members with respect to matters relating to the nomination, including withdrawal of the nomination.

The information, statements, representations, undertakings, agreements, documents and other obligations required by this Section 11.4.E shall be provided (i) with respect to and executed by each group member, in the case of a group, and (ii) with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of an Eligible Stockholder or group member that is an entity. The Notice of Proxy Access Nomination shall be deemed submitted on the date on which all information and documents referred to in this Section 11.4.E (other than such information and documents explicitly contemplated in this Section 11.4.E to be provided after the date the Notice of Proxy Access Nomination) have been delivered to, or, if sent by mail, received by the Secretary at the principal executive offices of the Corporation. Notwithstanding any other provision of these By-Laws, the Corporation may in its sole discretion solicit against, and include in the proxy statement its own statements or other information relating to, any Eligible Stockholder and/or Stockholder Nominee, including any information provided to the Corporation with respect to the foregoing.

F. Notwithstanding anything to the contrary, the Corporation may omit from its proxy materials any information not timely provided in accordance with these By-Laws or any information that is provided pursuant to this Section 11.4, including all or any portion of the statement in support of the Stockholder Nominee included in the Notice of Proxy Access Nomination, to the extent that: (1) such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person; or (2) the inclusion of such information in the proxy materials would otherwise violate any applicable law, rule or regulation.

G. Notwithstanding anything to the contrary in this Section 11.4, the Corporation shall not be required to include in its proxy materials any Stockholder Nominee or information concerning such Stockholder Nominee, nor shall a vote be required to occur with respect to any such Stockholder Nominee at any such meeting (notwithstanding that proxies in respect of such vote may have been received by the Corporation), if: (1) the Stockholder Nominee or the Eligible Stockholder has engaged in or is engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act (without reference to the exception in Section 14a-(l)(2)(iv)) (or any successor rules) with respect to the annual meeting of stockholders, other than with respect to nominees of such Eligible Stockholder or the Board of Directors; (2) if another person is engaging in a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act (without reference to the exception in Section 14a-(l)(2)(iv)) (or any successor rules) with respect to the annual meeting of stockholders, other than with respect to nominees of the Board of Directors; (3) the Stockholder Nominee’s nomination or election to the Board of Directors would cause the Corporation to be in violation of the Corporation’s By-Laws or Certificate of Incorporation, the listing standards or rules of any exchange upon which the Corporation’s common stock is listed, or any applicable law, rule or regulation; (4) the Stockholder Nominee was nominated for election to the Board of Directors pursuant to this Section 11.4 at one of the Corporation’s two preceding annual meetings of stockholders and either withdrew or became ineligible or unavailable or did not receive a number of votes cast in favor of his or her election at least equal to 25% of the shares present in person or by proxy and entitled to vote at such meeting; (5) the Stockholder Nominee is or has been within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended; (6) the Stockholder Nominee is subject to any order of the type specified in Rule 506(d) of regulations promulgated under the Securities Act of 1933; (7) the Eligible Stockholder has failed to continue to satisfy the eligibility requirements described in Section 11.4.C, any of the representations and warranties made in the Notice of Proxy Access Nomination is not or ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statement not misleading), the Stockholder Nominee becomes unwilling or unable to serve on the Board of Directors, or any violation or breach occurs of the obligations, agreements, representations or warranties of the Eligible Stockholder or the Stockholder Nominee under this Section 11.4; (8) the Stockholder Nominee is not independent (including with respect to any committees of the Board of Directors) under the listing standards or rules of any exchange upon which the Corporation’s common stock is listed, any applicable rules of the Securities and Exchange Commission, or any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors; or (9) the Eligible Stockholder or, in the case of a nomination by a group, the designated lead group member, fails to appear at the annual meeting of stockholders to present any nomination submitted by such stockholder or group pursuant to this Section 11.4. Notwithstanding the foregoing, if

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any of the conditions set forth in clause (1) are satisfied, then no Stockholder Nominees shall be included in the proxy materials and no Stockholder Nominee shall be eligible or qualified for director election. In addition, any Eligible Stockholder (or any member of a group constituting an Eligible Stockholder) whose Stockholder Nominee is elected as a director at an annual meeting of stockholders will not be eligible to nominate or participate in the nomination of a Stockholder Nominee for the following two annual meetings, other than the nomination of any such previously elected Stockholder Nominee.

H. The Board of Directors (and any other person or body authorized by the Board of Directors) shall have the power and authority to interpret this Section 11.4 and to make any and all determinations necessary or advisable to apply this Section 11.4 to any persons, facts or circumstances, including the power to determine (1) whether a person or group of persons qualifies as an Eligible Stockholder; (2) whether outstanding shares of the Corporation’s capital stock are “owned” for purposes of meeting the ownership requirements of this Section 11.4; (3) whether any and all requirements of this Section 11.4 have been satisfied, including a Notice of Proxy Access Nomination; (4) whether a person satisfies the qualifications and requirements to be a Stockholder Nominee; and (5) whether inclusion of the Additional Information in the corporation’s proxy statement is consistent with all applicable laws, rules, regulations and listing standards. Any such interpretation or determination adopted in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be conclusive and binding on all persons, including the Corporation and all record or beneficial owners of stock of the Corporation. This Section 11.4 shall be the exclusive means for stockholders to include nominees for election as a director of the Corporation in the Corporation’s proxy statement and on its form of proxy for an annual meeting of stockholders. For avoidance of doubt, the provisions of this Section 11.4 shall not apply to a special meeting of stockholders, and the Corporation shall not be required to include a director nominee of a stockholder or any other person in the Corporation’s proxy statement or form of proxy for any special meeting of stockholders.

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SECTION 12. Notice to Corporation.

Any written notice or consent required to be delivered by a stockholder to the Corporation pursuant to Sections 9.2, 11.1 or 11.4 of this Article I or Section 2.1 of Article II must be given, either by personal delivery or by registered or certified mail, postage prepaid, to the Secretary at the Corporation’s executive offices in the City of Chicago, State of Illinois, not later than 5:00 p.m., Central Time, with respect to any applicable deadline (unless otherwise stated in these By-Laws).

SECTION 13. Organization and Conduct of Meetings.

The Chairman of the Board of Directors or, in the Chairman’s absence, a director or officer as a majority of the members of the Board may designate shall act as chairman of meetings of stockholders. The Secretary shall act as secretary of meetings of stockholders, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Except to the extent inconsistent with any rules and regulations for the conduct of any meeting of stockholders as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.

ARTICLE II

Board of Directors

SECTION 1. Number and Term of Office.

The number of directors shall be thirteen (13), but the number may be increased, or decreased to not less than three (3), from time to time, by the directors or stockholders by amendment of these By-Laws in accordance with Article VIII. At each annual meeting of stockholders, each director shall be elected to hold office until the next annual meeting or until his or her successor shall be elected and qualified or until his or her earlier death, disqualification, resignation or removal.

SECTION 2. Nomination and Election.

2.1 Nomination.

Only persons who are nominated in accordance with Article I, Section 11 of these By-Laws shall be eligible for election as directors.

2.2 Election.

At each election of directors by stockholders, the persons who are elected in accordance with Article I, Section 11 of these By-Laws shall be the directors.

SECTION 3. Place of Meeting.

Meetings of the Board of Directors, or of any committee thereof, may be held within or without the State of Delaware.

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SECTION 4. Annual Meeting.

Each year the Board of Directors shall meet in connection with the annual meeting of stockholders for the purpose of electing officers and for the transaction of other business. No notice of such annual meeting of the Board of Directors is required. Such annual meeting may be held at any other time or place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a consent and waiver of notice thereof, signed by all the directors.

SECTION 5. Stated Meetings.

The Board of Directors may, by resolution adopted by affirmative vote of a majority of the whole Board of Directors, from time to time appoint the time and place for holding stated meetings of the Board of Directors, if by it deemed advisable; and such stated meetings shall thereupon be held at the time and place so appointed, without the giving of any special notice with regard thereto. Except as otherwise provided in these By-Laws, any and all business may be transacted at any stated meeting.

SECTION 6. Special Meetings.

6.1 Convenors and Notice.

Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors or any two (2) directors. Notice of a special meeting of the Board of Directors, stating the place, day, and hour of the meeting, shall be given to each director in writing (by mail, electronic transmission or personal delivery) or orally (by telephone or in person).

6.2 Waiver of Notice.

With respect to a special meeting of the Board of Directors, a written waiver signed by a director or waiver by electronic transmission shall be deemed equivalent to notice to that director. A director’s attendance at a meeting shall constitute that director’s waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the waiver of notice of such meeting.

SECTION 7. Quorum and Manner of Acting.

Except as herein otherwise provided, forty percent (40%) of the total number of directors fixed by or in the manner provided for in these By-Laws at the time of any stated or special meeting of the Board of Directors or, if vacancies exist on the Board of Directors, forty percent (40%) of such number of directors then in office; provided, however, that such number may not be less than one-third of the total number of directors fixed by or in the manner provided for in these By-Laws, shall constitute a quorum for the transaction of business; and, except as otherwise required by statute, the Certificate of Incorporation, or these By-Laws, the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting, from time to time, until a quorum is present. No notice of any adjourned meeting need be given.

SECTION 8. Chairman of the Board.

The Chairman of the Board shall preside, when present, at all meetings of the Board of Directors, except as otherwise provided by law.

SECTION 9. Resignations.

Any director may resign at any time by giving written notice or notice by electronic transmission thereof to the Secretary. Such resignation shall take effect at the time specified therefor or if the time is not specified, upon delivery thereof; and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.

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SECTION 10. Removal of Directors.

Any director may be removed with or without cause by the affirmative vote of the holders of record of a majority of the outstanding shares of stock entitled to vote, at a meeting of stockholders called for that purpose; and the vacancy on the Board of Directors caused by any such removal may be filled by the stockholders at such meeting or at any subsequent meeting.

SECTION 11. Filling of Vacancies Not Caused by Removal.

In case of any increase in the number of directors, or of any vacancy created by death, disqualification, or resignation, the additional director or directors may be elected or, as the case may be, the vacancy or vacancies may be filled, either (a) by the affirmative vote of a majority of the remaining directors, even if less than a quorum or (b) by the stockholders entitled to vote, either at an annual meeting or at a special meeting thereof called for that purpose, by the affirmative vote of a majority of the outstanding shares entitled to vote at such meeting.

SECTION 12. Director Compensation.

The Board of Directors shall have authority to determine from time to time the amount of compensation that shall be paid to its members for their service on the Board of Directors or any committee thereof.

SECTION 13. Action Without a Meeting.

Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

SECTION 14. Telephonic Meetings.

Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

ARTICLE III

Board of Directors Committees

SECTION 1. Audit Committee.

In addition to any committees appointed pursuant to Section 2 of this Article, there shall be an Audit Committee, appointed annually by the Board of Directors, consisting of at least three (3) directors who are not members of management. It shall be the responsibility of the Audit Committee to review the scope and results of the annual independent audit of books and records of the Corporation and its subsidiaries and to discharge such other responsibilities as may from time to time be assigned to it by the Board of Directors. The Audit Committee shall meet at such times and places as the members deem advisable, and shall make such recommendations to the Board of Directors as they consider appropriate.

SECTION 2.Other Committees.

2.1 Committee Powers.

The Board of Directors may appoint standing or temporary committees and invest such committees with such powers as it may see fit, with power to subdelegate such powers if deemed desirable by the Board of Directors; but no such committee shall have the power or authority of the Board of Directors to adopt, amend, or repeal these By-Laws or approve, adopt, or recommend to the stockholders any action or matter expressly required by the Certificate of Incorporation, these By-Laws or the Delaware General Corporation Law to be submitted to stockholders for approval.

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2.2 Committee Members.

The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

SECTION 3. Quorum and Manner of Acting.

A majority of the number of directors composing any committee of the Board of Directors, as established and fixed by resolution of the Board of Directors, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such directors present may adjourn the meeting from time to time without further notice. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of such committee.

ARTICLE IV

Officers and Agents: Terms, Compensation, Removal, Vacancies

SECTION 1. Officers.

The elected officers shall be a Chairman of the Board of Directors, a Chief Executive Officer (who shall be a director), and, at the discretion of the Board of Directors, a President, one or more Vice Chairmen, and one or more Vice Presidents (each of whom may be assigned by the Board of Directors or the Chief Executive Officer an additional title descriptive of the functions assigned to such officer and one or more of whom may be designated Executive or Senior Vice President). The Board of Directors shall appoint a Controller, a Secretary, and a Treasurer. Any number of offices, whether elective or appointive, may be held by the same person. The Chief Executive Officer may, by a writing filed with the Secretary, designate titles as officers for employees and agents and appoint Assistant Secretaries and Assistant Treasurers as, from time to time, may appear to be necessary or advisable in the conduct of the affairs of the Corporation and may, in the same manner, terminate or change such titles.

SECTION 2. Term of Office.

So far as practicable, all elected officers shall be elected at the annual meeting of the Board of Directors in each year, and shall hold office until the annual meeting of the Board of Directors in the next subsequent year and until their respective successors are elected. The Controller, Secretary, and Treasurer shall hold office at the pleasure of the Board of Directors.

SECTION 3. Salaries of Elected Officers.

The salaries paid to the elected officers of the Corporation shall be authorized or approved by the Board of Directors.

SECTION 4. Bonuses.

None of the officers, directors, or employees of the Corporation or any of its subsidiary corporations shall at any time be paid any bonus or share in the earnings or profits of the Corporation or any of its subsidiary corporations except pursuant to a plan approved by affirmative vote of two-thirds of the members of the Board of Directors.

SECTION 5. Removal of Elected and Appointed Officers.

Any elected or appointed officer may be removed at any time, either for or without cause, by affirmative vote of a majority of the whole Board of Directors, at any meeting called for the purpose.

SECTION 6. Vacancies.

If any vacancy occurs in any office, the Board of Directors may elect or appoint a successor to fill such vacancy for the remainder of the term.

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ARTICLE V

Officers’ Duties and Powers

SECTION 1. Chairman of the Board.

The Chairman of the Board of Directors shall preside, when present, at all meetings of stockholders and at all meetings of the Board of Directors, in each case except as required by law. The Chairman shall have general power to execute bonds, deeds, and contracts in the name of the Corporation; to affix the corporate seal; to sign stock certificates; and to perform such other duties and services as shall be assigned to or required of the Chairman by the Board of Directors.

SECTION 2. President.

The President shall have general power to execute bonds, deeds, and contracts in the name of the Corporation; to affix the corporate seal; to sign stock certificates; and to perform such other duties and services as shall be assigned to or required of the President by the Board of Directors; provided, that if the office of President is vacant, the Chief Executive Officer shall exercise the duties ordinarily exercised by the President until such time as a President is elected or appointed.

SECTION 3. Chief Executive Officer.

The officer designated by the Board of Directors as the Chief Executive Officer of the Corporation shall have general and active control of its business and affairs. The Chief Executive Officer shall have general power to execute bonds, deeds, and contracts in the name of the Corporation; to affix the corporate seal; to appoint or designate all employees and agents of the Corporation whose appointment or designation is not otherwise provided for and to fix the compensation thereof, subject to the provisions of these By-Laws; to remove or suspend any employee or agent who shall not have been elected or appointed by the Board of Directors or other body; to suspend for cause any employee, agent, or officer, other than an elected officer, pending final action by the body which shall have appointed such employee, agent, or officer; and to exercise all the powers usually pertaining to the office held by the Chief Executive Officer of a corporation.

SECTION 4. Vice Chairmen, Vice Presidents and Controller.

Any Vice Chairman, along with the several Vice Presidents and the Controller shall perform all such duties and services as shall be assigned to or required of them, from time to time, by the Board of Directors or the Chief Executive Officer, respectively.

SECTION 5. Secretary.

The Secretary shall attend to the giving of notice of all meetings of stockholders and of the Board of Directors and shall keep and attest true records of all such proceedings. The Secretary shall have charge of the corporate seal and have authority to attest any and all instruments or writings to which the same may be affixed and shall keep and account for all books, documents, papers, and records of the Corporation relating to its corporate organization. The Secretary shall have authority to sign stock certificates and shall generally perform all the duties usually pertaining to the office of secretary of a corporation. In the absence of the Secretary, an Assistant Secretary or Secretary pro tempore shall perform the duties of the Secretary.

SECTION 6. Treasurer.

The Treasurer shall have the care and custody of all moneys, funds, and securities of the Corporation, and shall deposit or cause to be deposited all funds of the Corporation in accordance with directions or authorizations of the Board of Directors or the Chief Executive Officer. The Treasurer shall have power to sign stock certificates, to indorse for deposit or collection, or otherwise, all checks, drafts, notes, bills of exchange, or other commercial paper payable to the Corporation, and to give proper receipts or discharges therefor. In the absence of the Treasurer, an Assistant Treasurer shall perform the duties of the Treasurer.

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SECTION 7. Additional Powers and Duties.

In addition to the foregoing especially enumerated duties and powers, the several officers of the Corporation shall perform such other duties and exercise such further powers as may be provided in these By-Laws or as the Board of Directors may from time to time determine, or as may be assigned to them by any superior officer.

SECTION 8. Emergency Powers of Acting Officers.

If the Chief Executive Officer is unable to perform the duties of that office due to death, incapacity, disaster, or emergency, (a) the powers and duties of the Chief Executive Officer shall be performed by the officer designated as President (or, if the office of President is vacant or if the Chief Executive Officer is also serving as President, the Chief Financial Officer unless another officer shall have been designated by resolution of the Board of Directors) of the Corporation, provided that such officer is available and capable of performing such powers and duties, until the Chief Executive Officer becomes capable of performing those duties or until the Board of Directors shall have elected a new Chief Executive Officer or designated another individual as Acting Chief Executive Officer; (b) such officer shall have the power in addition to all other powers granted to the Chief Executive Officer by these By-Laws and by the Board of Directors to appoint an acting President, acting Vice President - Finance, acting Controller, acting Secretary, and acting Treasurer, if any of the persons duly elected to any such office is not, by reason of such disaster or emergency, able to perform the duties of such office, each of such acting appointees to serve in such capacities until the officer for whom the appointee is acting becomes capable of performing the duties of such office or until the Board of Directors shall have designated another individual to perform such duties or have elected another person to fill such office; (c) any such acting officer so appointed shall be entitled to exercise all powers vested by these By-Laws or the Board of Directors in the duly elected officer for whom the acting officer is acting; and (d) anyone transacting business with the Corporation may rely upon a certification by any two (2) officers of the Corporation that a specified individual has succeeded to the powers of the Chief Executive Officer and that such person has appointed other acting officers as herein provided and any person, firm, corporation, or other entity to which such certification has been delivered by such officers may continue to rely upon it until notified of a change in writing signed by two (2) officers of the Corporation.

ARTICLE VI

Stock and Transfers of Stock

SECTION 1. Stock Certificates; Uncertificated Shares.

The shares of the stock of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by certificate until such certificate is surrendered to the Corporation. Every holder of stock of the Corporation represented by a certificate shall be entitled to a certificate, signed by the Chairman of the Board or the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares owned by the stockholder in the Corporation. Any and all of the signatures on a certificate may be a facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

SECTION 2. Transfer Agents and Registrars.

The Board of Directors may, in its discretion, appoint responsible banks or trust companies in the Borough of Manhattan, in the City of New York, State of New York, or in such other city or cities as the Board of Directors may deem advisable, from time to time, to act as transfer agents and registrars of the stock of the Corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars.

SECTION 3. Transfers of Stock.

Shares of stock may be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificates or by written power of attorney to sell, assign, and transfer the same, signed by the record holder thereof (or, with respect to uncertificated shares, by delivery of duly executed instructions or in any other manner permitted by law), but no transfer shall affect the right of the Corporation to pay any dividend upon the stock to the holder of record thereof, or to treat the holder of record as the holder in fact thereof for all purposes, and no transfer shall be valid, except between the parties thereto, until such transfer shall have been made upon the books of the Corporation.

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SECTION 4. Lost Certificates.

The Board of Directors may provide for the issuance of new certificates of stock or uncertificated shares to replace certificates of stock lost, stolen, mutilated, or destroyed, or alleged to be lost, stolen, mutilated, or destroyed, upon such terms and in accordance with such procedures as the Board of Directors shall deem proper and prescribe.

ARTICLE VII

Miscellaneous

SECTION 1. Fiscal Year.

The fiscal year of the Corporation shall be the calendar year.

SECTION 2. Signing of Negotiable Instruments.

All bills, notes, checks, or other instruments for the payment of money shall be signed or countersigned by such officer or officers and in such manner as from time to time may be prescribed by resolution (whether general or special) of the Board of Directors.

SECTION 3. Indemnification.

3.1 Right to Indemnification.

Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved or threatened to be involved (including, without limitation, as a witness) in any actual or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or a partnership, joint venture, trust, non-profit entity or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as such a director or officer or in any other capacity while serving as such a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, or by other applicable law as then in effect, against all expense, liability, and loss (including attorneys’ fees, judgments, fines, taxes or penalties, and amounts paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith, and such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and legal representatives; provided, however, that except as provided in Article VII, Section 3.2 with respect to Proceedings seeking to enforce rights to indemnification hereunder, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if the commencement of such Proceeding (or part thereof) was authorized in the specific case by the Board of Directors. The right to indemnification conferred in this Section 3.1 shall be a contract right and shall include the right, to the fullest extent permitted by law, to be paid by the Corporation the expenses incurred in defending any such Proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that an Advancement of Expenses shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified for such expenses under this Section 3.1 or otherwise.

3.2 Right of Indemnitee to Bring Suit.

If a claim under Article VII, Section 3.1 for indemnification (following the final disposition of such Proceeding) is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days from the date a written request for Advancement of Expenses is received by the Corporation, the Indemnitee may at any time thereafter bring suit against the Corporation to recover any such unpaid amounts (excluding any amounts previously advanced and not returned). If successful in whole or in part in any such suit, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such suit to the fullest extent permitted by law. The Indemnitee shall be presumed to be entitled to indemnification under this Section 3 upon submission of a written claim in compliance herewith, and the Corporation shall have the burden of proof to overcome the presumption that the Indemnitee is so entitled. Neither the failure of the Corporation (including the Board of Directors, a committee thereof, independent legal counsel, or the stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board of Directors, a committee thereof, independent legal counsel, or the

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stockholders) that the Indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the Indemnitee is not so entitled.

3.3 Nonexclusivity of Rights.

The rights to indemnification and to Advancement of Expenses conferred in this Section 3 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, the Certificate of Incorporation, these By-Laws, any agreement, vote of stockholders or disinterested directors, or otherwise. Neither any amendment to or alteration or repeal of this Section 3 or of any of the procedures established by the Board of Directors pursuant to Article VII, Section 3.6, nor the adoption of any provision of the Certificate of Incorporation or these By-Laws, nor, to the fullest extent permitted by law, any modification of law, shall eliminate or reduce the effect of the right or protection of any Indemnitee to indemnification and to Advancement of Expenses in accordance with the provisions hereof and thereof with respect to any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any alleged acts or omissions by such Indemnitee occurring prior to such amendment, alteration or repeal.

3.4 Insurance, Contracts, and Funding.

The Corporation may maintain insurance, at its expense, on behalf of itself and any Indemnitee or any other person whom the Corporation has the power to indemnify pursuant to Article VII, Section 3.5 of these By-Laws against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law or otherwise. The Corporation may, without stockholder approval, enter into contracts with any Indemnitee or any other person whom the Corporation has the power to indemnify pursuant to Article VII, Section 3.5 of these By-Laws in furtherance of the provisions of this Section 3 and may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section 3.

3.5 Indemnification of Employees and Agents.

The Board of Directors may, or may authorize one or more officers to, indemnify and/or provide Advancement of Expenses to any current or former employee or agent of the Corporation or any of the Corporation’s subsidiaries who is not an Indemnitee and was or is made a party to or is threatened to be made a party to or is otherwise involved or threatened to be involved (including, without limitation, as a witness) in any Proceeding, by reason of the fact that he or she is or was such an employee or agent or, while serving as an employee or agent, he or she is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or a partnership, joint venture, trust, non-profit entity or other enterprise, including service with respect to an employee benefit plan, of such scope and effect and subject to such terms as determined by the Board of Directors or such officer or officers, in each case as and to the extent permitted by applicable law.

3.6 Procedures for the Submission of Claims.

The Board of Directors may establish reasonable procedures for the submission of claims for indemnification pursuant to this Section 3, determination of the entitlement of any person thereto, and review of any such determination.

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3.7 Other Sources of Indemnification or Advancement of Expenses.

Any indemnification or Advancement of Expenses by the Corporation to any Indemnitee or person indemnified by the Corporation pursuant to Article VII, Section 3.5 of these By-Laws who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or a partnership, joint venture, trust, non-profit entity or other enterprise shall be reduced by any amount such Indemnitee may collect as indemnification or Advancement of Expenses from such other corporation or partnership, joint venture, trust, non-profit entity or other enterprise.

SECTION 4. Forum for Adjudication of Disputes.

With respect to any action arising out of any act or omission occurring after the adoption of this By-Law, unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or these By-Laws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to the Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein.

ARTICLE VIII

Amendments

SECTION 1. Amendment of the By-Laws: General.

Except as herein otherwise expressly provided, these By-Laws may be altered or repealed in any particular and new By-Laws, not inconsistent with any provision of the Certificate of Incorporation or any provision of law, may be adopted, either by

A. the affirmative vote of the holders of record of a majority in number of the shares present in person or by proxy and entitled to vote at an annual meeting of stockholders or at a special meeting thereof, the notice of which special meeting shall include the form of the proposed alteration or repeal or of the proposed new By-Laws, or a summary thereof; or

B. either by

i. the affirmative vote of a majority of the whole Board of Directors at any meeting thereof (or in accordance with Article II, Section 13), or

ii. the affirmative vote of all the directors present at any meeting at which a quorum, less than a majority, is present;

provided that Article I, Section 11.2 of these By-Laws may be amended only as set forth in Section 1.A of this By-Law, except that any amendment required by law or necessary or desirable to cure an administrative or technical deficiency may be made as provided in Section 1.B of this By-Law.

SECTION 2. Amendments as to Compensation and Removal of Officers.

Notwithstanding anything contained in these By-Laws to the contrary, the affirmative vote of the holders of record of a majority of the Voting Stock, as defined in Article FOURTH of the Certificate of Incorporation, at a meeting of stockholders called for the purpose, shall be required to alter, amend, repeal, or adopt any provision inconsistent with Sections 3, 4 and 5 of Article IV of these By-Laws, notice of which meeting shall include the form of the proposed amendment, or a summary thereof.

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ARTICLE IX

Emergency By-Laws

SECTION 1. Emergency By-Laws.

In the event of any emergency, disaster or catastrophe, as referred to in Section 110 of the Delaware General Corporation Law, or other similar condition as a result of which a quorum of the Board of Directors cannot readily be convened for action, three (3) directors shall constitute a quorum at any meeting of the Board of Directors.

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EX-10.1

EXHIBIT 10.1

Summary of Nonemployee Director Compensation

On August 27, 2018, the Board of Directors of The Boeing Company (the “Company”) approved increases in the (a) annual retainer in deferred stock units for nonemployee directors from $180,000 to $200,000, (b) Lead Director annual retainer from $30,000 to $35,000, and (c) Finance Committee chair annual retainer from $15,000 to $20,000. Each increase will be effective January 1, 2019. The remaining components of nonemployee director compensation remain unchanged from the amounts described in the Company’s proxy statement for its 2018 annual meeting of shareholders.

COMPENSATION OF NONEMPLOYEE DIRECTORS

Effective January 1, 2019

Annual Cash Retainer	$135,000
Annual Retainer in Deferred Stock Units	$200,000
Lead Director Annual Retainer	$35,000
Audit Committee Chair Annual Retainer	$25,000
Compensation Committee Chair Annual Retainer	$20,000
Governance, Organization and Nominating Committee Chair Annual Retainer	$20,000
Finance Committee Chair Annual Retainer	$20,000
Special Programs Committee Chair Annual Retainer	$15,000

EX-10.2

EXHIBIT 10.2

THE BOEING COMPANY

EXECUTIVE SUPPLEMENTAL SAVINGS PLAN

EFFECTIVE JANUARY 1, 2019

	TABLE OF CONTENTS
ARTICLE I		1
ARTICLE II		3
2.1	Account	3
2.2	Administrator	3
2.3	“Affiliate” or “Subsidiary”	3
2.4	Authorized Period of Absence	3
2.5	Base Salary	3
2.6	Base Salary Deferrals	4
2.7	Base Salary Rate	4
2.8	Beneficiary	4
2.9	Board of Directors	4
2.1	BSS Plan	4
2.11	Cash Incentive	4
2.12	Cash Incentive Deferrals	4
2.13	Code	4
2.14	Company	5
2.15	Company Contributions	5
2.16	Compensation	5
2.17	Compensation Committee	5
2.18	Contribution Credit	5
2.19	Controlled Group	5
2.2	DC SERP Contributions	5
2.21	Deferral Election	5
2.22	E-Series Payroll	5
2.23	Earnings Credits	6
2.24	Election Period	6
2.25	Eligibility Determination Date	6
2.26	Eligible Employee	6
2.27	Employee	6
2.28	Extra Deferral	6
2.29	Executive SSP+ Company Contribution	7
2.3	Mid-Year Election Period	7
2.31	Mid-Year Participation Period	7
2.32	Participant	7
2.33	Participant Deferrals	7
2.34	Performance Awards	7
2.35	Plan	7
2.36	Plan Year	7
2.37	PVP	7
2.38	Restoration Deferral	8
2.39	Restoration Matching Contributions	8
2.4	Restoration SSP+ Company Contribution	8
2.41	Separation from Service	8
2.42	Service	8
2.43	Specified Employee	8

i

2.44	Unforeseeable Emergency	9
2.45	Vested Performance Award Deferrals	9
2.46	VIP	9
2.44	Unforeseeable Emergency	9
2.45	Vested Performance Award Deferrals	9
2.46	VIP	9
Article III Participant Deferrals		10
3.1	Annual Participation and Deferrals – Eligibility	10
3.2	Mid-Year Participation– Eligibility	11
3.3	Deferral Elections	12
3.4	Cancellation of Deferral Election Due to Unforeseeable Emergency	14
Article IV Company Contributions		15
4.1	Restoration Matching Contributions – Eligibility and Allocations	15
4.2	Restoration SSP+ Company Contributions – Eligibility and Allocations	15
4.3	Executive SSP+ Company Contributions – Eligibility and Allocations	16
4.4	DC SERP Contributions – Eligibility, Participation and Contributions	16
4.5	Company Contributions - Elections	19
Article V Vesting and Forfeiture Rules		21
5.1	Vesting	21
5.2	Extra Deferral Vesting	21
5.3	Restoration Vesting	21
5.4	Executive SSP+ Company Contribution Vesting	21
5.5	Executive SSP+ Company Contribution Forfeiture Rules	21
5.6	DC SERP Vesting	23
5.7	DC SERP Forfeiture Rules	26
Article VI Distributions		28
6.1	Form and Timing of Distribution	28
6.2	Death Benefits	32
6.3	Rehires and Authorized Periods of Absence/Reduced Level of Services	32
Article VII Accounts		35
7.1	Participant Accounts	35
7.2	Earnings Credits	35
7.3	Investment Election Changes and Restrictions	37
7.4	Missing Participants and Improper Credits	37
Article VIII Administration		38
8.1	Plan Administration	38
8.2	Claims Procedure	38
Article IX Amendment and Termination		39
Article X Miscellaneous		40
10.1	No Employment Rights	40
10.2	Anti-Assignment	40
10.3	Unfunded Status of Plan	40
10.4	Delays or Acceleration in Payment	40
10.5	Involuntary Inclusion in Income	40
10.6	Compliance with Code Section 409A	41
10.7	Construction	41
10.8	Legal Action	41
10.9	Tax Withholding	41

ii

APPENDIX A List of Excluded Entities A-1

iii

ARTICLE I

Introduction

The Supplemental Benefit Plan for Employees of The Boeing Company (the “Plan”) was originally established effective January 1, 1978, by The Boeing Company. The Plan was amended and restated effective January 1, 2008, to comply with section 409A of the Code. The Plan was subsequently amended and restated (i) as of January 1, 2009, for the purpose of expanding the Restoration Benefit, and for the purpose of adding an Executive SBP+ Company Contribution and a DC SERP benefit, (ii) as of January 1, 2016, for the purpose of making clarifying changes to the Plan, eliminating certain provisions that are no longer applicable, and adding a new appendix (now Appendix A) to the Plan to list the entities whose employees are excluded from Plan participation, and (iii) July 1, 2018, for the purpose of reflecting the delegation of certain amendment authority to the Administrator and its delegate and to reflect the delegation of administrative authority over certain claims and appeals with respect to benefits for elected officers of the Company to the Compensation Committee of the Board of Directors. Effective as of January 1, 2019, the Plan is renamed The Boeing Company Executive Supplemental Savings Plan, and is again amended and restated to reflect a redesign of the executive deferred compensation program.

The Plan provides four separate benefits (provided that the benefits described in paragraphs (ii) and (iii) below are aggregated for purposes of payment elections):

(i) the Restoration Benefit, the purpose of which is to restore the benefits of certain employees under The Boeing Company Voluntary Investment Plan (“VIP”), to the extent that these qualified plan benefits are limited by Code sections 415 and 401(a)(17);

(ii) Executive SSP+ Company Contributions, the purpose of which is to provide an additional contribution to this Plan equal to a percentage of the annual incentive plan payments for a select group of management or highly compensated employees; and

(iii) the DC SERP, the purpose of which is to provide a supplemental retirement benefit for a select group of management and highly compensated employees; and

(iv) Extra Deferrals, the purpose of which is to provide a means by which eligible employees may defer payment of their base salaries and awards made under eligible incentive compensation plans (a traditional deferred compensation benefit).

For periods prior to January 1, 2019, “Restoration SSP+ Company Contributions” were called “SBP+ Company Contributions” and “Executive SSP+ Company Contributions” were called “Executive SBP+ Company Contributions;” however, amounts attributable to such contributions are subject to the same terms of the Plan as those that apply to newly named Restoration SSP+ Company Contributions and Executive SSP+ Company Contributions, as applicable.

For periods prior to January 1, 2019, benefits similar to the benefit described in paragraph (iv) above were provided pursuant to the Deferred Compensation Plan for Employees of The Boeing Company. The Deferred Compensation Plan for Employees of The Boeing Company was frozen effective December 31, 2018.

For periods prior to January 1, 1999, the Plan also restored participants’ benefits under The Boeing Company Employee Retirement Plan and The Boeing Company Employee Financial Security Plan, to the extent these benefits were limited by sections 415 and 401(a)(17) of the Code. For the period January 1, 1987 through May 31, 1987, the Plan also restored benefits reduced by the limitation on elective deferrals imposed by section 402(g)(1) of the Code.

The Plan is a nonqualified deferred compensation plan subject to Code section 409A. It is also intended that the Plan shall be an excess benefit plan as defined in section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), to the extent benefits are paid in excess of the limits imposed by Code section 415. To the extent any part of the Plan is not an excess benefit plan, it is intended that the Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees under sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

2

ARTICLE II

Definitions

2.1    Account

“Account” means the recordkeeping account established for each Participant, for purposes of accounting for the allocations made hereunder and the Earnings Credits thereon. Each Account will consist of the following sub-accounts:

(a)    the Restoration Benefit Account (consisting of Restoration Deferrals, Restoration Matching Contributions and Restoration SSP+ Company Contributions); and

(b)    the Executive Benefit Account (consisting of Executive SSP+ Company Contributions and DC SERP Contributions); and

(c)    the Extra Deferral Account (consisting of Base Salary Deferrals, Cash Incentive Deferrals and Vested Performance Award Deferrals).

2.2    Administrator

“Administrator” means the Employee Benefit Plans Committee of The Boeing Company.

2.3    “Affiliate” or “Subsidiary”

“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 section 414(c), or an affiliated service group (as defined in Code sections 414(m) or 414(o)), in each case of which The Boeing Company is a part.

2.4    Authorized Period of Absence

“Authorized Period of Absence” means a leave of absence approved by the Company.

2.5    Base Salary

“Base Salary” means an Employee’s base pay from the Company. For clarity, this is the same as an Employee’s “Compensation” as such term is defined under the VIP, but determined (A) without regard to the limitation on such compensation under Code section 401(a)(17) and (B) prior to any deferrals of compensation made hereunder. Notwithstanding anything herein to the contrary, Base Salary does not include amounts earned while an Employee is represented by a union with a collective bargaining agreement covering such Employee that does not provide for participation in the Plan.

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In no event will Base Salary include payments under any incentive compensation or performance award plan, without regard to whether they are included in the definition of “Compensation” under the VIP.

2.6    Base Salary Deferrals

“Base Salary Deferrals” means deferrals of Base Salary pursuant to Article III.

2.7    Base Salary Rate

“Base Salary Rate” means an Employee’s annual base rate of pay from the Company.

2.8    Beneficiary

“Beneficiary” means the person or persons designated by a Participant under the VIP to receive any benefit payable from the VIP upon the death of the Participant. If no designation is filed under the VIP, or if the designated beneficiary does not survive the Participant, the default beneficiary rules stated in the VIP will apply to determine the Beneficiary.

2.9    Board of Directors

“Board of Directors” means the board of directors of The Boeing Company.

2.10    BSS Plan

“BSS Plan” means the BSS Retirement Plan, as amended.

2.11    Cash Incentive

“Cash Incentive” means the amount awarded to the Participant under The Boeing Company Elected Officer Annual Incentive Plan or the Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries, as applicable.

Cash Incentive deferred by the Participant under Article III will be deemed to have been paid as if those amounts had not been deferred, for purposes of calculating Executive SSP+ Company Contributions under Article IV.

Cash Incentive that is paid after a Participant’s termination of employment from the Controlled Group will remain subject to the Participant’s deferral election under Article III, but will not be counted for purposes of calculating the Executive SSP+ Company Contribution under Article IV.

2.12    Cash Incentive Deferrals

“Cash Incentive Deferrals” means deferrals of Cash Incentive under Article III.

2.13    Code

“Code” means the Internal Revenue Code of 1986, as amended.

4

2.14    Company

“Company” means The Boeing Company, its successors in interest, and any Affiliate or Subsidiary that has adopted this Plan with the consent of The Boeing Company. An Affiliate or Subsidiary is deemed to have adopted this Plan if the Affiliate or Subsidiary (a) participates in the VIP and (b) is not an excluded employer for purposes of this Plan. A list of excluded employers, as updated from time to time, is attached hereto as Appendix A.

2.15    Company Contributions

“Company Contributions” mean Restoration Matching Contributions, Restoration SSP+ Company Contributions, Executive SSP+ Company Contributions, and DC SERP Contributions.

2.16    Compensation

“Compensation” means a Participant’s Base Salary, Cash Incentive, and Performance Awards.

2.17    Compensation Committee

“Compensation Committee” means the Compensation Committee of the Board of Directors.

2.18    Contribution Credit

“Contribution Credit” means the applicable percentage used to compute an eligible Participant’s DC SERP Contributions under Section 4.4.

2.19    Controlled Group

“Controlled Group” means the Company and any Affiliate or Subsidiary.

2.20    DC SERP Contributions

“DC SERP Contributions” means the contributions allocated pursuant to Section 4.4.

2.21    Deferral Election

“Deferral Election” means the elections made by an Eligible Employee to defer a portion of his or her eligible Compensation in accordance with Article III, including any Restoration Deferral Election and any Extra Deferral Election.

2.22    E-Series Payroll

“E-Series Payroll” means the executive designation of level E-1 to E-5 at the Company.

5

2.23    Earnings Credits

“Earnings Credits” means the adjustment to a Participant’s Account under Section 7.2, which may be positive or negative.

2.24    Election Period

“Election Period” means the period or periods established by the Administrator during which an eligible Employee may submit Deferral Elections, all in accordance with such timing and other requirements as the Administrator may establish and, in all cases, the applicable rules under Code section 409A. In no event will an Election Period expire later than December 31 of the Plan Year in which the election is made. Different rules apply with respect to the Mid-Year Election Period, as defined later in this Article II.

2.25    Eligibility Determination Date

“Eligibility Determination Date” means (a) for purposes of Section 3.1, with respect to any Plan Year, the November 1 of the preceding Plan Year, and (b) for purposes of Section 3.2, the June 15 immediately preceding the Mid-Year Election Period.

2.26    Eligible Employee

“Eligible Employee” means, with respect to any Plan Year (or, if applicable, the Mid-Year Participation Period), an Employee who has satisfied the requirements to make Extra Deferrals under Section 3.1(A) or 3.2(A), to make Restoration Deferrals under Section 3.1(B) or 3.2(B), to receive allocations of Restoration Matching Contributions under Section 4.1, to receive allocations of Restoration SSP+ Company Contributions under Section 4.2, to receive allocations of Executive SSP+ Company Contributions under Section 4.3, and/or to receive allocations of DC SERP Contributions under Section 4.4, as applicable.

Notwithstanding the foregoing, an Employee shall not be considered an Eligible Employee hereunder if the Administrator has excluded his or her employer from participation in the Plan. A list of excluded employers, as updated from time to time, is attached hereto as Appendix A.

2.27    Employee

“Employee” means any person who is employed by any member of the Controlled Group, is designated as a common law employee on such member’s payroll, and is assigned by such member to the E-Series Payroll.

2.28    Extra Deferral

“Extra Deferral” means any Base Salary Deferral, Cash Incentive Deferral or Vested Performance Award Deferral that a Participant elects to defer on a pre-tax basis in accordance with Section 3.1(A) and, to the extent applicable, Section 3.2(A).

6

2.29    Executive SSP+ Company Contribution

“Executive SSP+ Company Contribution” means the benefit provided under Section 4.3.

2.30    Mid-Year Election Period

“Mid-Year Election Period” means, for any Employee who satisfies the requirements of Section 3.2, the period specified by the Administrator, which generally shall be the month of July preceding the Mid-Year Participation Period.

2.31    Mid-Year Participation Period

“Mid-Year Participation Period” means, for any Employee who satisfies the requirements of Section 3.2, the period beginning on August 1 immediately following the Mid-Year Election Period and ending on December 31 of the same year.

2.32    Participant

“Participant” means an Eligible Employee who has elected to defer Compensation or who is eligible to receive a Company Contribution hereunder, or for purposes of Articles V through X, an Employee or former Employee who has amounts credited to his or her Account.

2.33    Participant Deferrals

“Participant Deferrals” mean Extra Deferrals and Restoration Deferrals.

2.34    Performance Awards

“Performance Awards” means any award designated as such under The Boeing Company’s 2003 Incentive Stock Plan and any successor or other long-term incentive plan that may be maintained by the Company from time to time.

2.35    Plan

“Plan” means The Boeing Company Executive Supplemental Savings Plan as herein set forth, together with any amendments that may be adopted from time to time.

2.36    Plan Year

“Plan Year” means the calendar year.

2.37    PVP

“PVP” means The Pension Value Plan for Employees of The Boeing Company, as amended.

7

2.38    Restoration Deferral

“Restoration Deferral” means the portion of a Participant’s Compensation, if any, that he or she elects to defer on a pre-tax basis under this Plan in accordance with Section 3.1(B) and, to the extent applicable, Section 3.2(B).

2.39    Restoration Matching Contributions

“Restoration Matching Contributions” means the amount credited to a Participant’s Account under Section 4.1.

2.40    Restoration SSP+ Company Contribution

“Restoration SSP+ Company Contribution” means the amount credited to a Participant’s Account under Section 4.2.

2.41    Separation from Service

“Separation from Service” or “Separates from Service” means an Employee’s death, retirement or termination of employment from the Controlled Group 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.

2.42    Service

“Service” means the Participant’s years of service with the Controlled Group, determined in the same manner as the service time calculation under the Boeing Service Awards Program procedure, in completed whole years.

2.43    Specified Employee

“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 who are reasonably determined to be the 75 top-paid officers of the Controlled Group as of the determination date, rather than the 50 top-paid officers as provided under Code section 416(i)(1)(A), to the extent permitted under Code section 409A.

8

2.44    Unforeseeable Emergency

“Unforeseeable Emergency” means “unforeseeable emergency” within the meaning of Code section 409A, as determined by the Administrator.

2.45    Vested Performance Award Deferrals

“Vested Performance Award Deferrals” means deferrals of Performance Awards under Article III.

2.46    VIP

“VIP” means The Boeing Company Voluntary Investment Plan, as amended.

9

ARTICLE III

Participant Deferrals

3.1    Annual Participation and Deferrals - Eligibility

The Plan’s Participant Deferral program has two components - the Extra Deferral component and the Restoration Deferral component - which provide opportunities for Eligible Employees to defer eligible Compensation to the Plan on a pre-tax basis.

(A)    Extra Deferral Component

An Employee is eligible to make an Extra Deferral Election for a Plan Year if he or she is paid on a U.S. dollar-based payroll as of the Eligibility Determination Date.

In any Extra Deferral Election, an Eligible Employee may defer up to a maximum of: (i) in the case of Base Salary Deferrals, 50% of his or her Base Salary payable in the Plan Year to which the Deferral Election applies, (ii) in the case of Cash Incentive Deferrals, 100% of his or her Cash Incentive earned in the Plan Year to which the Deferral Election applies (even if payable in a subsequent Plan Year), and/or (iii) in the case of Vested Performance Award Deferrals, 100% of his or her Performance Awards granted in the Plan Year to which the Deferral Election applies, which grant generally covers the next three (3) Plan Years (even if payable in a subsequent Plan Year). For clarity, Extra Deferrals will be made without regard to the Code section 401(a)(17) and 415(c) limitations.

(B)    Restoration Deferral Component

An Employee is eligible to make a Restoration Deferral Election for a Plan Year if he or she satisfies each of the conditions described in (i) - (iii) as of the Eligibility Determination Date:

(i)    the Employee is eligible to participate in the VIP during such Plan Year;

(ii)    The Employee is not eligible to participate in The Boeing Company Supplemental Savings Plan for the Plan Year; and

(iii)    the Employee’s Base Salary Rate equals or exceeds the amount (rounded down to the nearest $1,000 increment) calculated by dividing (1) the dollar limit imposed by Code section 415(c) for the Plan Year that includes the Eligibility Determination Date, by (2) the sum of the following percentages as in effect for the Plan Year that includes the Eligibility Determination Date (or such other percentages approved by the Administrator by the Eligibility Determination Date to take effect under the VIP as of the following January), as applicable:

(a)    The maximum percentage that an Employee can elect to contribute on a pre-tax, after-tax and/or Roth basis under the VIP;

10

(b)    The maximum percentage that an Employee can receive as an Employer Matching Contribution under the VIP; and

(c)    The maximum percentage that the Employee can receive as a VIP+ Company Contribution under the VIP, based on the Employee’s anticipated age at the end of the Plan Year of participation.

In any Restoration Deferral Election, the Eligible Employee may elect a deferral percentage up to the maximum percentage of his or her Base Salary determined in accordance with Section 3.1(B)(iii)(a) above. Restoration Deferrals will be made from the Eligible Employee’s Base Salary only after either: (1) Base Salary for the applicable Plan Year reaches the limitation under Code section 401(a)(17), as indexed, for such Plan Year or (2) the Participant’s annual additions under the VIP for the applicable Plan Year reach the dollar limitation of Code section 415(c), as indexed.

3.2    Mid-Year Participation- Eligibility

This Section 3.2 sets forth special rules that permit certain “newly eligible” Employees to make Extra Deferral Elections or Restoration Deferral Elections with respect to the Mid-Year Participation Period. For any Plan Year following the Mid-Year Participation Period, an Employee’s eligibility to make a Restoration Deferral Election or an Extra Deferral Election will be determined in accordance with Section 3.1.

An Employee will be considered “newly eligible” for this purpose if the Employee (i) is hired or rehired into an Eligible Employee position from November 2 of any Plan Year through June 15 of the following Plan Year, (ii) was not eligible to participate in the Plan or in a deferred compensation plan that is aggregated with the Plan under the aggregation rules of section 409A of the Code (including The Boeing Company Supplemental Savings Plan), other than the crediting of earnings, within the 24-month period immediately preceding the Eligibility Determination Date (or, has taken a full distribution of his or her interest in such plan), and (iii) is paid on a U.S. dollar-based payroll as of the Eligibility Determination Date.

(A)    Extra Deferral Component

All “newly eligible” Employees are eligible to make an Extra Deferral Election with respect to a Mid-Year Participation Period.

In any Extra Deferral Election with respect to the Mid-Year Participation Period, an Eligible Employee may defer up to a maximum of: (i) 50% of the Base Salary earned and payable in each full regular pay period during the Mid-Year Participation Period and (ii) 100% of the Cash Incentive earned during the Mid-Year Participation Period. Performance Awards may not be deferred during the Mid-Year Participation Period.

11

(B)    Restoration Deferral Component

A “newly eligible” Employee is eligible to make a Restoration Deferral Election with respect to the Mid-Year Participation Period if he or she satisfies each of the conditions described in (i) and (ii) below as of the Eligibility Determination Date:

(i)    the Employee is eligible to participate in the VIP; and

(ii)    the Employee’s Base Salary payable for the Plan Year (or portion of the Plan Year) that includes the Mid-Year Participation Period is expected (based on actual Base Salary paid through the Eligibility Determination Date and projected base salary for the remainder of the Plan Year) to equal or exceed the amount (rounded down to the nearest $1,000 increment) calculated by dividing (1) the dollar limit imposed by Code section 415(c) for the Plan Year which includes the Mid-Year Participation Period, by (2) the sum of the following percentages as in effect for the Plan Year that includes the Eligibility Determination Date (or such other percentages approved by the Administrator by the Eligibility Determination Date to take effect under the VIP as of the following January):

(a)    The maximum percentage that an Employee can elect to contribute on a pre-tax, after-tax and/or Roth basis under the VIP;

(b)    The maximum percentage that an Employee can receive as an Employer Matching Contribution under the VIP; and

(c)    The maximum percentage that the Employee can receive as a VIP+ Company Contribution under the VIP for the Plan Year that includes the Mid-Year Participation Period, based on the Employee’s anticipated age at the end of such Plan Year.

In any Restoration Deferral Election with respect to a Mid-Year Participation Period, the Eligible Employee will be permitted to make a Restoration Deferral Election with respect to Base Salary earned and payable in each full regular pay period in the Mid-Year Participation Period up to the maximum percentage of his or her Base Salary for such period determined in accordance with Section 3.1(B)(iii)(a) above. Restoration Deferrals will be made from the Eligible Employee’s Base Salary only after either: (1) Base Salary for the applicable Plan Year reaches the limitation under Code section 401(a)(17), as indexed, for such Plan Year or (2) the Participant’s annual additions under the VIP for the applicable Plan Year reach the dollar limitation of Code section 415(c), as indexed.

3.3    Deferral Elections

An Eligible Employee may elect to defer a percentage of his or her eligible Compensation for a Plan Year (or, if applicable, the Mid-Year Participation Period) on a pre-tax basis by executing and delivering one or more timely Deferral Election(s) in accordance with the provisions of this Section 3.3. The type and amount of eligible Compensation that may be deferred is described in Section 3.1 (for annual deferrals) and Section 3.2 (for mid-year deferrals). In all cases, Participant Deferrals will be credited to the Participant’s Account on the date the Compensation would otherwise have been payable, or as soon thereafter as administratively feasible.

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Notwithstanding anything herein to the contrary, to the extent any Eligible Employee had in effect an active (A) Restoration Deferral Election under this Plan immediately prior to its amendment and restatement as of January 1, 2019 and does not timely change such Restoration Deferral Election with respect to the Plan Year beginning on January 1, 2019, such Eligible Employee shall be deemed to have continued such active Restoration Deferral Election with respect to the Plan Year beginning on January 1, 2019 and (except as otherwise provided below for Employees who cease to be Eligible Employees) future Plan Years on an “evergreen basis” unless and until such Eligible Employee changes such Restoration Deferral Election in accordance with this Section 3.3; or (B) election to defer compensation under the Deferred Compensation Plan for Employees of The Boeing Company immediately prior to that plan’s amendment and restatement as of January 1, 2019 and fails either to make a timely Extra Deferral Election or to indicate affirmatively that he or she does not wish to make an Extra Deferral Election with respect to the Plan Year beginning on January 1, 2019, such Eligible Employee shall be deemed to have made an Extra Deferral Election identical to such election to defer compensation under the Deferred Compensation Plan for Employees of The Boeing Company with respect to the Plan Year beginning on January 1, 2019 and (except as otherwise provided below for Employees who cease to be Eligible Employees) future Plan Years on an “evergreen basis” unless and until such Eligible Employee changes such Extra Deferral Election in accordance with this Section 3.3.

(A)    Deferral Elections

A Participant’s Deferral Election(s) must be executed and delivered to the Company in accordance with rules established by the Administrator. An Employee may make separate Extra Deferral Elections with respect to Base Salary, Cash Incentive and Performance Awards and/or a separate Restoration Deferral Election with respect to Base Salary, each to the extent described in Section 3.1 or 3.2, as applicable.

Participants may execute new Deferral Elections to defer eligible Compensation payable in each succeeding Plan Year. An Employee’s Deferral Election will be “evergreen” - it will carry-over from Plan Year to Plan Year (or from the Mid-Year Participation Period to the subsequent Plan Year) unless it is changed or cancelled in accordance with rules established by the Administrator or as otherwise provided in this Plan.

In the case of an Employee who ceases to be an Eligible Employee during the Plan Year (e.g., due to a reclassification as other than E-Series Payroll or Separation from Service) the Employee’s Deferral Election(s) shall remain in effect with respect to the Plan Year in which the Employee ceases to be an Eligible Employee, but will automatically be cancelled with respect to future Deferrals (i.e., Deferrals with respect to subsequent Plan Years).

(B)    Distribution Elections

Deferral Elections will include an option to elect the form and timing of distribution with regard to the Participant Deferrals, as described in Article VI, as applicable.

Any election made as to the form and timing of distribution with respect to Restoration Deferrals will apply to the Participant’s entire Restoration Account.

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(C)    Timing and Irrevocability of Elections

In general, the Deferral Election must be filed during the Mid-Year Election Period or Election Period, as applicable.

Deferral Elections with respect to a full Plan Year will generally become irrevocable as of the end of the Election Period. Deferral Elections with respect to a Mid-Year Participation Period will become irrevocable as of the last day of the Mid-Year Election Period, i.e., the date immediately preceding the date the Employee becomes eligible to participate in the Plan, in satisfaction of the requirements under Treas. Reg. Section 1.409A-2(a)(7)(i) and (ii).

Elections generally may not be modified during the Plan Year. Likewise, an Employee who makes a Restoration Deferral Election will be subject to restrictions on mid-year contribution election changes under the VIP, in accordance with the terms of the VIP.

See Section 3.4 for a limited exception to the general rule on the irrevocability of Deferral Elections, in the event of Unforeseeable Emergency.

(D)    No Mid-Year Elections

Except as provided in this Article III with respect to the Mid-Year Participation Period applicable to certain newly eligible Employees, an Employee who becomes an Eligible Employee during a Plan Year (including as a result of a promotion or salary increase) will not be eligible to make Participant Deferrals during such Plan Year.

3.4    Cancellation of Deferral Election Due to Unforeseeable Emergency

Notwithstanding the irrevocability rule described in Section 3.3, a Participant will be permitted to cancel an existing Deferral Election with regard to a Plan Year during that Plan Year (or with regard to the Mid-Year Participation Period, during that period), if the Participant incurs an Unforeseeable Emergency, as determined by the Administrator.

If a Participant has elected and received a distribution due to an Unforeseeable Emergency under Section 6.1(I), the Participant will be deemed to have elected to cancel his or her Deferral Election for the remainder of the applicable Plan Year or Mid-Year Participation Period.

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ARTICLE IV

Company Contributions

4.1    Restoration Matching Contributions - Eligibility and Allocations

A Participant who defers Base Salary pursuant to a Restoration Deferral Election under Section 3.3 will be credited with a Restoration Matching Contribution from the Company related to such Restoration Deferrals. This Restoration Matching Contribution will equal a percentage (determined based on the matching contribution formula applicable to the Participant under the VIP for the Plan Year) of the Participant’s Restoration Deferrals for the Plan Year (or, if applicable, Mid-Year Participation Period).

Restoration Matching Contributions under this Plan apply only to Participant Deferrals of Base Salary made pursuant to a Restoration Deferral Election. Restoration Matching Contributions will not be made with respect to Participant Deferrals of Base Salary made pursuant to an Extra Deferral Election.

Restoration Matching Contributions will be credited to the Participant’s Account on the date that the underlying Restoration Deferrals are credited to the Participant’s Account.

4.2    Restoration SSP+ Company Contributions - Eligibility and Allocations

An Eligible Employee who receives a VIP+ Company Contribution under the VIP may be eligible to be credited with a Restoration SSP+ Contribution for a Plan Year (or, if applicable, the Mid-Year Participation Period).

An eligible Participant will be credited with a Restoration SSP+ Company Contribution by the Company during the Plan Year (or, if applicable, the Mid-Year Participation Period) only after either: (a) the Participant’s Base Salary for such Plan Year reaches the limitation under Code section 401(a)(17), as indexed, or (b) the Participant’s annual additions under the VIP for such Plan Year reach the dollar limitation of Code section 415(c), as indexed.

The Restoration SSP+ Company Contribution for a Plan Year will equal a percentage of the Participant’s Base Salary paid during the applicable pay periods within such Plan Year (or Mid-Year Participation Period). This percentage will be equal to the VIP+ Company Contribution percentage for which the Participant is eligible for such pay period under the VIP.

The calculation of Restoration SSP+ Company Contributions will not take into account Cash Incentive or Performance Awards. See Section 4.3 for a description of Executive SSP+ Company Contributions on eligible Cash Incentive.

A Restoration SSP+ Company Contribution will be credited to the Participant’s Account on the date the underlying Base Salary is payable, or as soon thereafter as administratively feasible.

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4.3    Executive SSP+ Company Contributions - Eligibility and Allocations

An Employee is eligible to receive Executive SSP+ Company Contributions for a Plan Year for so long as he or she satisfies each of the conditions described in (A)-(D) below:

(A)    The Employee satisfies the eligibility requirements under Section 3.1(A).

(B)    The Employee is not eligible to accrue benefits under any defined benefit plan maintained by the Controlled Group.

(C)    The Employee is eligible to receive a VIP+ Company Contribution under the VIP during the Plan Year.

(D)    The Employee is entitled to payment of Cash Incentive during the Plan Year. Cash Incentive is not counted for this purpose if paid following the Employee’s termination of employment from the Controlled Group.

A rehired Employee who previously participated in the Plan will become eligible to receive Executive SSP+ Company Contributions on the date the Employee satisfies the eligibility conditions in this Section 4.3 again after rehire.

The Executive SSP+ Company Contribution for a Plan Year will equal a percentage of the Participant’s Cash Incentive payable during the Plan Year. This percentage will be equal to the VIP+ Company Contribution percentage for which the Participant is eligible at the time the Cash Incentive is payable.

An Executive SSP+ Company Contribution will be credited to the Participant’s Account at the time the Cash Incentive is payable, or as soon thereafter as administratively feasible.

4.4    DC SERP Contributions - Eligibility, Participation and Contributions

(A)    Eligibility

An Employee is eligible to receive DC SERP Contributions with respect to a Plan Year for so long as he or she satisfies the conditions in either (i) or (ii) below.

For purposes of determining eligibility for the DC SERP, the term “hired” has the meaning assigned in the VIP for purposes of determining eligibility for Company Contributions thereunder, regardless of the date on which the Employee joins the E-Series Payroll.

(i)    Hired On or After January 1, 2009

An Employee satisfies the conditions in this subsection (i) if:

(a)    The Employee is hired on or after January 1, 2009,

(b)    The Employee is ineligible to accrue benefits under any defined benefit plan maintained by the Controlled Group, and

(c)    The Employee is on the E-Series Payroll with a level of E-1 through E-3.

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(ii)    Hired Before January 1, 2009

An Employee satisfies the conditions in this subsection (ii) if the Employee was hired before January 1, 2009.

In the event that an eligible Participant described in this subsection (A)(ii) and subsection (C)(i)(b) (Hired Before January 1, 2009) subsequently terminates employment and is “hired” on or after January 1, 2016, as defined in the VIP for purposes of determining eligibility for Company Contributions thereunder, such Participant will be classified as hired on or after January 1, 2009 under subsection (i)(a) above and, as a result, become eligible thereafter for the DC SERP contribution described in subsection (C)(i)(a), but only if the Participant otherwise satisfies the eligibility requirements for such benefit, and will no longer be eligible for the DC SERP contribution under subsection (C)(i)(b).

(B)    DC SERP Participation

An Eligible Employee will become a Participant in the DC SERP on the date the Employee satisfies the eligibility conditions in Section 4.4(A).

A rehired Employee who previously participated in the Plan will become a Participant again on the date the Employee satisfies the applicable eligibility conditions in Section 4.4(A) again after rehire.

(C)    DC SERP Benefits

Each Participant in the DC SERP shall be entitled to benefits under this Plan as described below.

(i)    Payroll Contributions

Contributions will be credited to the Participant’s Account on the date the Base Salary and Cash Incentive otherwise would be payable, or as soon thereafter as administratively feasible.

(a)    Hired On or After January 1, 2009

A Participant described in Section 4.4(A)(i) (Hired On or After January 1, 2009) will receive a DC SERP contribution equal to a Contribution Credit times the sum of the Participant’s Base Salary and Cash Incentive, for each applicable pay period. The Contribution Credit for a pay period is determined by the Participant’s level as of such pay period as follows:

(1)    2%, for a Participant at level E-2 through E-3.

(2)    4%, for a Participant at level E-1.

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If a Participant changes levels during a pay period, the Participant’s level as in effect on the last day of the pay period will apply. For purposes of calculating the DC SERP contribution, a Participant’s Base Salary and Cash Incentive will be counted solely to the extent that (1) the Participant is on the E-Series Payroll during the applicable pay period or (2) such Cash Incentive is paid after a Participant’s termination of employment from the Controlled Group but on or before such Participant receives his or her final regular paycheck.

(b)    Hired Before January 1, 2009

A Participant described in Section 4.4(A)(ii) (Hired Before January 1, 2009) will receive a DC SERP contribution equal to a Contribution Credit times the sum of the Participant’s Base Salary and Cash Incentive, for each applicable pay period. For purposes of calculating the DC SERP contribution, a Participant’s Base Salary and Cash Incentive will be counted solely to the extent that (1) the Participant is on the E-Series Payroll during the applicable pay period or (2) such Cash Incentive is paid after a Participant’s termination of employment from the Controlled Group but on or before such Participant receives his or her final regular paycheck.

The Contribution Credit will equal the sum of (i) and, if applicable, (ii):

(1)    5%

(2)    For a Participant who has attained age 55 (or will attain age 55 by the end of a Plan Year), 0.5% times the Participant’s whole years of Benefit Service (as defined under the PVP and/or BSS Plan, as applicable, and determined as of January 1, 2016), subject to the limitation herein. The supplemental percentage credited under this subsection (ii) will be contributed for a period not to exceed seven years. This seven-year period will commence on January 1, 2016 (or on January 1 of the year in which the Participant attains age 55, or on the date of promotion to the E-Series Payroll, whichever is latest) and will be measured in the aggregate over a Participant’s lifetime (i.e., regardless of whether the Participant has multiple periods of employment with the Controlled Group).

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(ii)    One-Time Contribution

An Employee who satisfies the requirements described in Section 4.4(A)(i) (Hired On or After January 1, 2009), and who is first promoted to a level of E-1 through E-3 (from a position at the Company below a level of E-3) during the Plan Year, will receive a one-time additional contribution equal to the product of (a), (b) and (c) below.

(a)    2%

(b)    The sum of:

(1)    the Participant’s Base Salary Rate in effect immediately following the promotion, and

(2)    his or her Cash Incentive target percentage multiplied by the Base Salary Rate, both as in effect immediately following the promotion.

(c)    The Participant’s whole years of Service as of the date of first promotion to a level of E-1 through E-3 (from a position at the Company below a level of E-3); provided that, for such purpose, a Participant’s years of Service will be limited to Service earned since his or her most recent hire date.

This amount will be credited to the Participant’s Account as of the date of first promotion to a level of E-1 through E-3, or as soon thereafter as administratively feasible.

A Participant who has received a one-time contribution under this Section upon promotion to a level of E-1 through E-3 will be ineligible for any further contributions under this subsection (C)(ii).

4.5    Company Contributions - Elections

(A)    Restoration Matching Contributions

An Eligible Employee must make a timely Restoration Deferral Election, as described in Section 3.3, to become eligible to participate in the Restoration Matching Contribution component of the Plan.

Any election made as to the form and timing of distribution with respect to Restoration Deferrals will apply to the Participant’s entire Restoration Account related to the Plan Year(s) to which the Restoration Deferral Election applies, including Restoration Matching Contributions.

(B)    Restoration SSP+ Company Contributions

An Eligible Employee who receives a VIP+ Company Contribution under the VIP will automatically become a Participant in the Restoration SSP+ Company Contribution component of the Plan at such time as the eligibility requirements under Section 4.2 are satisfied. Accordingly, no Deferral Election is required with respect to this benefit.

Any election made as to the form and timing of distribution with respect to Restoration Deferrals will apply to the Participant’s entire Restoration Account related to the Plan Year(s) to which the Deferral Election applies, including Restoration SSP+ Company Contributions.

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(C)    Executive SSP+ Company Contributions and DC SERP Contributions

An Eligible Employee will automatically become a Participant in the Executive SSP+ Contribution or DC SERP components of the Plan at such time as the eligibility requirements under Section 4.3 or Section 4.4, respectively, are satisfied. No initial distribution elections are permitted or required with respect to the timing or form of payment of the Executive SSP+ Contribution or the DC SERP component of the Plan. Accordingly, no Deferral Election is permitted or required with respect to this benefit.

Notwithstanding the foregoing, an Eligible Employee may make a one-time payment election change with respect to the timing and form of payment of certain Executive SSP+ Company Contributions, in accordance with Section 6.1.

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ARTICLE V

Vesting and Forfeiture Rules

5.1    Vesting

This Article V describes the vesting and forfeiture rules applicable to certain benefits under the Plan. In addition to the rules set forth in this Article V, see Section 7.4 regarding missing participants and improper credits, Section 10.2 regarding anti-assignment, and Section 10.3 regarding the unfunded nature of this Plan.

5.2    Extra Deferral Vesting

A Participant’s interest in his or her Extra Deferral Account will be 100% vested at all times.

5.3    Restoration Vesting

A Participant’s interest in his or her Restoration Account will be 100% vested at all times.

5.4    Executive SSP+ Company Contribution Vesting

Subject to Section 5.5, a Participant’s interest in his or her Executive SSP+ Company Contribution Account will be 100% vested at all times.

5.5    Executive SSP+ Company Contribution Forfeiture Rules

The Administrator may determine, in its sole discretion, that a Participant will forfeit any part or all of the portion of his or her Executive SSP+ Company Contribution Account that is attributable to Executive SSP+ Company Contributions made on and after January 1, 2017, if any of the following circumstances occur while employed by the Controlled Group or within five (5) years after termination of such employment:

(A)    The Participant is convicted of a felony involving theft, fraud, embezzlement, or other similar unlawful acts against the Controlled Group or against the Controlled Group’s interests. For purposes of this Plan, “other similar unlawful acts against the Controlled Group or against the Controlled Group’s interests” shall include any other unlawful act (i) committed against the Controlled Group, or the interests of the Controlled Group, including, but not limited to, a governmental agency or instrumentality which conducts business with the Controlled Group, or a customer of the Controlled Group, or (ii) affecting the Controlled Group or the interests of the Controlled Group, in such a manner that is determined to be detrimental to, prejudicial to or in conflict with the Controlled Group or the interests of the Controlled Group, as determined by the Administrator in its sole discretion.

(B)    The Participant, directly or indirectly, engages in any activity, whether individually or as an employee, consultant or otherwise, which the Administrator determines, in its sole discretion, to be an activity in which the Participant is “engaging in competition” with any

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significant aspect of Controlled Group 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 with, any person or entity that is engaged, directly or indirectly, in competition with any Controlled Group business or that takes a position adverse to any Controlled Group 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 Controlled Group, all as determined by the Administrator in its sole discretion.

(C)    The Participant, without the advance approval of The Boeing Company’s Senior Vice President of Human Resources (or successor position thereto), induces or attempts to induce, directly or indirectly, any of the Controlled Group’s employees, representatives or consultants to terminate, discontinue or cease working with or for the Controlled Group, or to breach any contract with the Controlled Group, in order to work with or for, or enter into a contract with, the Participant or any third party.

(D)    The Participant disparages or otherwise makes any statements about the Controlled Group, 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 communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.

(E)    The Participant uses or discloses proprietary or confidential information, including but not limited to trade secrets, of the Controlled Group. Nothing in this paragraph will apply to legally protected communications 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 received or commenced payment of such portion of his or her Executive SSP+ Company Contribution Account, the Administrator will be entitled to pursue any and all legal and equitable relief against the Participant to enforce the forfeiture of and recover the amount distributed from such Executive SSP+ Company Contribution Account. 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 Administrator will, in all appropriate circumstances, require reimbursement of any Executive SSP+ Company Contribution Account attributable to Executive SSP+ Company Contributions made on and after January 1, 2017, which are attributable to an incentive award that the Controlled Group seeks to recover under the clawback provision of any plan providing Cash Incentive.

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5.6    DC SERP Vesting

No payments shall be made from a Participant’s DC SERP Account except to the extent such Participant is vested in his or her DC SERP Account.

(A)    General DC SERP Vesting Rule for Participants Hired On or After January 1, 2009

A Participant described in Section 4.4(A)(i) (Hired On or After January 1, 2009) will vest 100% in his or her DC SERP Account component(s) covered under this subsection (A) on the date the Participant satisfies the conditions in any of (i), (ii) or (iii) below.

(i)    The Participant has been on the E-Series Payroll at a level of E-1 through E-3 for a period of 36 consecutive months. (For Participants with prior periods of employment, a period of consecutive months before January 1, 2009 on the E-Series Payroll at a level of E-1 through E-3 will be counted for purposes of determining whether this 36 consecutive month requirement has been satisfied.)

(ii)    The Participant dies while an Employee.

(iii)    The Participant is laid off from a position at level E-1 through E-3 and is eligible for benefits under The Boeing Company Executive Layoff Benefits Plan.

See Section 5.6(C) below for additional vesting rules for these Participants based on age and Service.

(B)    General DC SERP Vesting Rule for Participants Hired Before January 1, 2009

A Participant described in Section 4.4(A)(ii) (Hired Before January 1, 2009) will vest 100% in his or her DC SERP Account component covered under this subsection (B) on the date the Participant satisfies the conditions in any of (i), (ii) or (iii) below.

(i)    The Participant has been on the E-Series Payroll for a period of 36 consecutive months. For a Participant on the E-Series Payroll as of January 1, 2016, a period of consecutive months before January 1, 2016 on the E-Series Payroll will be counted for purposes of determining whether this 36 consecutive month requirement has been satisfied.

(ii)    The Participant is fully vested under the PVP and/or BSS Plan, as applicable, and dies while an Employee before his or her DC SERP Account commences payment under this Plan.

(iii)    The Participant is laid off from an E-Series position and is eligible for benefits under The Boeing Company Executive Layoff Benefits Plan.

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(C)    Special Vesting Rules for Participants Hired On or After January 1, 2009 with 55/10 or 62/1

Special vesting rules apply for a Participant described in Section 4.4(A)(i) (Hired On or After 2009) who has attained either (i) or (ii) while employed by the Controlled Group.

(i)    Age 55 with 10 years of Service, or

(ii)    Age 62 with one year of Service.

This Participant will be 100% vested in the portion of his or her DC SERP Account described in Section 4.4(C)(i) (Payroll Contributions) after he or she has been on the E-Series Payroll for a period of 36 consecutive months.

This Participant will vest ratably in the portion of his or her DC SERP Account described in Section 4.4(C)(ii) (One-Time Contribution), if any, at the rate of 1/36 for each consecutive month that the Participant is on the E-Series Payroll at a level of E-1 through E-3, starting with the date on which the Participant was first promoted to the E-Series Payroll at a level of E-1 through E-3. This pro rata vesting rule is not intended to preclude the acceleration of vesting under subsections (A)(ii) (death) or (iii) (layoff) above, if applicable.

(D)    Authorized Period of Absence

For purposes of this Section, an Authorized Period of Absence from the E-Series Payroll will count as a period on the E-Series Payroll, and an Authorized Period of Absence from a position at level E-1 through E-3 will count as a period at these levels.

If an Employee ceases to be at the applicable level for any reason other than an Authorized Period of Absence, and the Employee later returns to a position at the applicable level, these non-consecutive periods of service will not be aggregated for purposes of determining whether the 36-consecutive month requirement has been met.

(E)    Transfers to and from ULA and USA

For purposes of computing vesting for a Participant who transfers employment directly from the Controlled Group to ULA or USA, uninterrupted service at ULA or USA as an executive in a position at a comparable level will be credited toward the 36 consecutive months requirements described herein, provided that the Participant transfers directly from the E-Series Payroll (or a position at level E-1 through E-3 if applicable) at the Controlled Group to comparable 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 Controlled Group, uninterrupted service at ULA or USA as an executive at a position comparable to the E-Series Payroll (or a position at level E-1 through E-3, if applicable) will be credited toward the 36 consecutive months requirements described herein, provided that the Participant transfers directly from this executive status at ULA or USA to a position at a comparable level at the Controlled Group. 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.

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(F)    Impact of Separation from Service/Transfer

(i)    Payroll Contributions. If a Participant Separates from Service (other than due to an Authorized Period of Absence) or transfers off of the E-Series Payroll (or a position at level E-1 through E-3, if applicable) before becoming 100% vested in the payroll contribution portion of his or her DC SERP Account described in Section 4.4(C)(i)(A) and/or (i)(B), as applicable, the Participant will forfeit all rights to the nonvested portion of his or her DC SERP Account attributable to the period prior to his or her Separation from Service or transfer. To the extent any benefit under this Plan becomes vested during an Authorized Period of Absence that continues after a deemed Separation from Service, it will remain subject to the payment timing rules under Section 6.1.

(ii)    One-Time Contributions. If a Participant stops accruing service toward satisfaction of applicable vesting requirements (such as due to a Separation from Service) after becoming partially vested in the one-time contribution portion of the DC SERP Account, under subsection (C) above, and the Participant subsequently resumes accruing service toward satisfaction of applicable vesting requirements, the DC SERP Account accrued after such resumption will not be vested until the Participant satisfies the requirements of subsection (A) or (C) above following such resumption.

(iii)    Multiple DC SERP Account Components. Separate vesting requirements apply to each component of a Participant’s DC SERP Account described in Sections 4.4(C)(i)(a), (i)(b), and (ii). This means that a Participant who has accrued more than one DC SERP Account component (such as, due to a Separation from Service and subsequent rehire) must satisfy the vesting requirements applicable to each such component. If a Participant Separates from Service after becoming 100% vested in a particular DC SERP Account component, the Participant will be fully vested in any additional accruals under the same DC SERP Account component following rehire or return (even if the Participant fails to be at the applicable pay level for 36 consecutive months following rehire or return). The Participant will not, however, be fully vested in any amounts accrued under a different DC SERP Account component unless and until the corresponding applicable vesting requirements under this Section 5.5 otherwise have been satisfied.

See Section 7.4 regarding missing participants and improper credits, Section 10.2 regarding anti-assignment, and Section 10.3 regarding the unfunded nature of this Plan.

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5.7    DC SERP Forfeiture Rules

The Administrator may determine, in its sole discretion, that a Participant will forfeit any part or all of his or her DC SERP Account if any of the following circumstances occur while employed by the Controlled Group or within five (5) years after termination of such employment:

(A)    The Participant is convicted of a felony involving theft, fraud, embezzlement, or other similar unlawful acts against the Controlled Group or against the Controlled Group’s interests. For purposes of this Plan, “other similar unlawful acts against the Controlled Group or against the Controlled Group’s interests” shall include any other unlawful act (i) committed against the Controlled Group, or the interests of the Controlled Group, including, but not limited to, a governmental agency or instrumentality which conducts business with the Controlled Group, or a customer of the Controlled Group, or (ii) affecting the Controlled Group or the interests of the Controlled Group, in such a manner that is determined to be detrimental to, prejudicial to or in conflict with the Controlled Group or the interests of the Controlled Group, as determined by the Administrator in its sole discretion.

(B)    The Participant, directly or indirectly, engages in any activity, whether individually or as an employee, consultant or otherwise, which the Administrator determines, in its sole discretion, to be an activity in which the Participant is “engaging in competition” with any significant aspect of Controlled Group 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 with, any person or entity that is engaged, directly or indirectly, in competition with any Controlled Group business or that takes a position adverse to any Controlled Group 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 Controlled Group, all as determined by the Administrator in its sole discretion.

(C)    The Participant, without the advance approval of The Boeing Company’s Senior Vice President of Human Resources (or equivalent but for title), induces or attempts to induce, directly or indirectly, any of the Controlled Group’s employees, representatives or consultants to terminate, discontinue or cease working with or for the Controlled Group, or to breach any contract with the Controlled Group, in order to work with or for, or enter into a contract with, the Participant or any third party.

(D)    The Participant disparages or otherwise makes any statements about the Controlled Group, 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 communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.

(E)    With respect to contributions made to the Plan on and after January 1, 2017, the Participant uses or discloses proprietary or confidential information, including but not limited to trade secrets, of the Controlled Group. Nothing in this paragraph will apply to legally protected communications 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 received or commenced payment of his or her DC SERP Account, the Administrator will be entitled to pursue any and all legal and equitable relief against

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the Participant to enforce the forfeiture of and recover such 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 Administrator will, in all appropriate circumstances, require forfeiture or reimbursement of any portion of a DC SERP Account attributable to an incentive award that the Controlled Group seeks to recover under the clawback provision of any plan providing Cash Incentive.

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ARTICLE VI

Distributions

6.1    Form and Timing of Distribution

(A)    Extra Deferral Account

A Participant may elect the form and timing of distribution with regard to his or her Extra Deferral Account as described below, subject to the cash-out rule in subsection (E) below. This distribution election must be made at the same time the Participant makes his or her first Extra Deferral Election.

If a Participant fails to make a timely election with regard to the timing of payment of his or her Extra Deferral Account, then the Participant will be deemed to have elected to receive payment in January of the first Plan Year following the Participant’s Separation from Service (subject to subsection (H)). If a Participant fails to make a timely election with regard to the form of payment of his or her Extra Deferral Account, then the Participant will be deemed to have elected to receive payment in a lump sum. Notwithstanding anything herein to the contrary, to the extent the Participant had in effect a distribution election under the Deferred Compensation Plan for Employees of The Boeing Company immediately prior to January 1, 2019 and fails to make a timely election with regard to the timing or form of payment of his or her Extra Deferral Account, such distribution election shall apply automatically to any future deferrals of the same type credited under this Plan and such Participant will only be permitted to change such deemed election in accordance with subsection (F) below.

A Participant may change a distribution election (or deemed distribution election) with respect to his or her entire Extra Deferral Account after the initial Extra Deferral Election is made (or deemed made), to the extent permitted and in accordance with the conditions stated under subsection (F) below.

(B)    Restoration Account

A Participant may elect the form and timing of distribution with regard to his or her Restoration Account (including future Restoration Deferrals, Restoration Matching Contributions, Restoration SSP+ Company Contributions, and Earnings Credits thereon) as described below, subject to the cash-out rule in subsection (E) below. This distribution election must be made at the same time the Participant makes his or her first Restoration Deferral Election or, if earlier, during the enrollment period immediately preceding the first year with respect to which the Participant receives SSP+ Company Contributions. Any election made as to the form and timing of distribution will apply to the Participant’s entire Restoration Account.

If a Participant fails to make a timely election with regard to the timing of payment of his or her Restoration Account, then the Participant will be deemed to have elected to receive payment in January of the first Plan Year following the Participant’s Separation from Service (subject to subsection (H)). If a Participant fails to make a timely election with regard to the form of payment

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of his or her Restoration Account, then the Participant will be deemed to have elected to receive payment in a lump sum.

A Participant may change a distribution election (or deemed distribution election) with respect to his or her entire Restoration Account after the initial Restoration Deferral Election is made (or deemed made), to the extent permitted and in accordance with the conditions stated under subsection (F) below.

(C)    Executive SSP+ Company Contribution and DC SERP Accounts

No initial distribution elections are permitted or required with regard to a Participant’s Executive SSP+ Company Contribution Account or DC SERP Account. Rather, a Participant will be deemed to have elected to receive his or her Executive SSP+ Company Contribution and DC SERP Account in a lump sum, payable in January of the first Plan Year following Separation from Service (subject to subsection (H)).

A Participant may change his or her deemed distribution election with respect to his or her combined DC SERP Account and Executive SSP+ Company Contribution Account (if any), to the extent permitted and in accordance with the conditions stated under subsection (F) below.

(D)    Timing and Form of Distribution

(i)    Lump Sum Distribution

The lump sum distribution option is a single lump sum payment that will be made in the later of: (i) January of the first Plan Year following Separation from Service, or (ii) January of the first Plan Year following the Participant’s attainment of a specified age (subject to subsection (E) below), as elected by the Participant under this Section 6.1 (in each case subject to subsection (H) below). The amount of such distribution will be based on the value of the Participant’s Account determined as of the date of payment.

(ii)    Installment Payment

The installment payment option is a series of annual installment payments for a period between 2 and 15 years, as elected by the Participant under this Section 6.1. The amount payable to the Participant each year generally shall be computed by dividing the balance in the Account (or the applicable portion of the Account) as of the date payment is made by the number of years remaining in the distribution period on the first day of January of such year. See Section 6.1(E) below for application of the cash-out rule to installment payments.

Annual installment payments, if elected, will begin in the later of: (i) January of the first Plan Year following Separation from Service, or (ii) January of the first Plan Year following the Participant’s attainment of a specified age (subject to (E) below), as elected by the Participant under this Section 6.1 (in each case subject to subsection (H) below). Payments will continue to be made each January thereafter until the full amount of the benefit has been paid.

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(E)    Cash-outs

Notwithstanding the foregoing, subject to the six-month delay in payment for Specified Employees under subsection (H), if a Participant has elected to receive installments and his or her remaining Account balance is $10,000 or less upon any scheduled payment date, the entire remaining balance will be paid in the form of a single lump sum at that time.

(F)    Changes to Distribution Election or Deemed Election

A Participant may change a distribution election (or deemed election) after the initial distribution election is made (or deemed made) only once with regard to each of the following subaccounts: the Participant’s Restoration Benefit Account, Executive Benefit Account and Extra Deferral Account.

Such election must change the time of payment (consistent with the requirement of clause (iii) below) and may change the form of payment (from lump sum to installments, or vice versa).

To the extent any such changes would defer commencement of any portion of the Participant’s Restoration Benefit Account, Executive Benefit Account or Extra Deferral Account beyond both age 70½ and Separation from Service, the changes will not be effective.

(i)    A new distribution election must be submitted to the Administrator at least 12 months before the existing scheduled distribution date under the applicable subaccount, and during the annual election period established by the Administrator.

(ii)    The revised distribution election must not take effect for at least 12 months after it is made.

(iii)    The new distribution election must provide for an additional deferral period of at least 5 years beyond the original distribution date.

In no event can installment payments be changed or revoked once they have begun. In all cases, payments will be made in January (subject to subsection (H)).

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(G)    Distributions At Age 70½

Payment of benefits under this Plan will begin no later than the first January following the calendar year in which the Participant both attains (or would have attained) age 70½ and is Separated from Service. Payment of benefits for Participants actively employed beyond age 70½ will begin no later than the first January following the calendar year in which the Participant Separates from Service. Subject to subsection (D), any election made by a Participant to the contrary will not be effective.

(H)    Specified Employees

Notwithstanding anything to the contrary under this Article VI, a Specified Employee will not receive any distribution under this Plan during the six-month period immediately following his or her Separation from Service.

Subject to subsection (F) above, the Account of a Specified Employee will be distributed in the form elected (or deemed elected) under subsection (A), (B), or (C) above, as applicable. This distribution will be made or commence as of the latest of:

(i)    the time elected (or deemed elected) under subsection (A), (B), or (C), as applicable,

(ii)    the first day of the month following completion of the six-month waiting period (for Specified Employees who Separate from Service between July 1 and December 31), and

(iii)    January of the first Plan Year following Separation from Service (for Specified Employees who Separate from Service between January 1 and June 30).

If a Participant has elected installments, subsequent installment payments will be made in January of each successive year until the Account is exhausted.

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 6.2 (Death Benefits) below.

(I)    Distribution Due to Unforeseeable Emergency

A Participant or Beneficiary may elect to receive a distribution of all or a portion of his or her Extra Deferral Account, Restoration Account and his or her Executive SSP+ Company Contribution Account immediately, regardless of whether benefit payments have commenced, to the extent that the Participant or Beneficiary incurs an Unforeseeable Emergency. A Participant or Beneficiary may not receive a distribution of his or her DC SERP Account solely in the event of an Unforeseeable Emergency, even if fully vested.

The amount of the distribution will be limited to the amount reasonably necessary to satisfy the emergency need, including any taxes or penalties reasonably anticipated to result from the distribution, as determined by the Administrator.

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6.2    Death Benefits

If a Participant dies before his or her entire Account has been distributed, the remaining balance will be distributed to his or her Beneficiary in accordance with the Participant’s election or deemed election as to form and timing filed with the Administrator with regard to such Account(s). Distributions to the Beneficiary will be made at the same time (or as soon as practicable following the Company’s receipt of a notice of the Participant’s death) and in the same form as the payment that otherwise would have been made to the Participant.

If a Beneficiary dies after the Participant, but before receiving the payment of all amounts due hereunder, then the unpaid amounts will be paid to the individual(s) designated (in accordance with the rules established by the Administrator) by the Beneficiary as his or her beneficiary(ies), or if no such designation has been made (or if such individual(s) do(es) not survive to receive payment), then such unpaid amounts will be paid to the Beneficiary’s estate, in a single lump sum, as soon as practicable after the Beneficiary’s death.

6.3    Rehires and Authorized Periods of Absence/Reduced Level of Services

This Section 6.3 addresses the form and timing of payment for a Participant who is rehired by the Company following a Separation from Service, or who remains employed after a Separation from Service has occurred (for example, due to an extended Authorized Period of Absence or due to reduced level of services).

In the event that a Participant forfeits a nonvested DC SERP Account upon a Separation from Service, this benefit will not be restored upon rehire. This rule applies regardless of whether the Participant satisfies the vesting criteria under Section 5.5 following rehire.

(A)    After Commencing Benefits

This subsection (A) applies to a Participant who has received or begun receiving benefits under the Plan because he or she has experienced a Separation from Service and has attained the specified age (if applicable).

(i) Rehires. Installment payments that commenced prior to the Participant’s rehire with respect to Participant Deferrals made and Company Contributions received before the Participant’s Separation from Service (“Old Account”) will not be suspended by reason of the Participant’s rehire. This Old Account will continue to be paid until exhausted, without regard to the period of rehire.

Participant Deferrals made and Company Contributions received attributable to periods after the date of rehire (“New Account”) will remain subject to the Participant’s earlier distribution election or deemed election as to the timing and form of payment under Section 6.1(D) (subject to the change rules in Section 6.1(F)), without regard to any Separation from Service that occurred prior to rehire. As a result, the New Account will be distributed in January following the Participant’s Separation from Service after rehire (subject to any 6-month delay for Specified Employees), in the form selected under the original distribution election or deemed election. This is because the Participant already has attained the specified age under Section 6.1(D) but has not yet experienced a Separation from Service attributable to the New Account.

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(ii)    Authorized Period of Absence/Reduced Level of Services. To the extent a Participant made additional Participant Deferrals or received additional Company Contributions while on an Authorized Period of Absence or during a period of a reduced level of services that constituted a Separation from Service under Code section 409A, such Participant Deferrals made and Company Contributions received (to the extent vested) will be distributed in January of the first Plan Year following the year in which they are made, in accordance with the Participant’s earlier distribution election or deemed election. This is because the Participant has already satisfied the conditions for payment under Section 6.1(D); namely, he or she has attained the specified age and has experienced a Separation from Service attributable to such Participant Deferrals made and contributions received.

(B)    Before Commencing Benefits

This subsection (B) applies to a Participant who has not begun receiving benefits under the Plan.

(i)Rehires. The rehired Participant’s Old Account, to the extent vested, will be distributed in accordance with the Participant’s earlier distribution election or deemed election as to the timing and form of payment under Section 6.1(D) (subject to the change rules in Section 6.1(F)). This means that, for example, if the Participant’s original distribution election selected benefits in the form of a lump sum (or installments) payable in January following attainment of a specified age under Section 6.1(D), then the Participant’s Old Account (to the extent vested) will be payable as a lump sum (or installments, if so elected) in January following the year in which he or she attains the specified age, even if the Participant has not had a subsequent Separation from Service after rehire. This result will not change in the event that the Participant attains the specified age after the initial Separation from Service, but is rehired before benefits actually begin.

The Participant’s New Account will remain subject to the Participant’s earlier distribution election or deemed election as to the timing and form of payment under Section 6.1(D) (subject to the change rules in Section 6.1(F)), without regard to any Separation from Service that occurred prior to rehire, as described in Section 6.3(A) above. As a result, the New Account will be distributed either (i) in January following the Participant’s Separation from Service after rehire, or (ii) in January following both the Participant’s Separation from Service after rehire and after attainment of the specified age, in accordance with the original distribution election or deemed election. This is because the Participant has not yet experienced a Separation from Service attributable to the New Account.

(ii)    Authorized Period of Absence/Reduced Level of Services. Any Participant Deferrals made or Company Contributions received during an Authorized Period of Absence or a period of a reduced level of services (to the extent vested) will be distributed in accordance with the Participant’s earlier distribution election or deemed election as to the timing and form of payment under Section 6.1(D) (subject to the change rules in Section 6.1(F)). This means that, for example, if the Participant’s original distribution election selected benefits in the form of a lump sum (or installments) payable in January following attainment of a specified age under Section 6.1(D), then any Participant Deferrals made and contributions received during an Authorized Period of Absence or a period of a reduced level of services will be payable as a lump sum (or installments, if so elected) in January following the year

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in which he or she attains the specified age. This result will not change in the event that the Participant attains the specified age while on an Authorized Period of Absence or during a period of a reduced level of services, but resumes (or increases his or her level of) services before benefits actually begin.

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ARTICLE VII

Accounts

7.1    Participant Accounts

The Administrator will establish and maintain an Account for each Participant, for each period of employment. Solely for this purpose, a period of employment will be treated as commencing upon a Participant’s eligibility for the Plan (following hire or rehire as applicable) and ending with his or her Separation from Service.

Each Account will be credited with Participant Deferrals and Company Contributions for the relevant period of employment, as well as Earnings Credits described in Section 7.2 below. Each Account will be reduced as payments are made.

In connection with the January 1, 2019 amendment and restatement of the Plan, there was a one-time transfer of certain Restoration Benefit sub-accounts of certain participants from the Plan to The Boeing Company Supplemental Savings Plan (the “SSP”) such that the opening account balances of such participants in the SSP on January 1, 2019 was equal to the closing balance of such participants’ Restoration Benefit accounts in the Plan on December 31, 2018. The affected participants were: (A) each Employee (as defined in the SSP) who was an Eligible Employee (as defined in the SSP) on January 1, 2019, and was a participant in the Restoration Benefit of the Plan prior to 2019 and (B) each other current or former Employee (as defined in the SSP) who was not as of January 1, 2019 and had never been on the E-Series Payroll (as such term is defined in the Plan).

7.2    Earnings Credits

A Participant’s Account(s) will be credited, at the Participant’s (or, if applicable, Beneficiary’s) election, with earnings under one or more of the following, as the individual elects and subject to any rules or limitations as may be imposed by the Administrator: (i) the Interest Fund method, (ii) the Boeing Stock Fund method, or (iii) the Other Investment Funds method, each as described below. In the absence of an election the Interest Fund method will be used.

(A)    Interest Fund Method

Under this method, a Participant’s Interest Fund method sub-account shall be adjusted daily in accordance with changes in the unit value of the sub-account to reflect interest, based on the Participant’s sub-account balance.

Interest will be calculated for each Plan Year as the mean between the high and low (during the first eleven months of the preceding Plan Year) of yields on AA-rated industrial bonds as reported by Moody’s Investors Service, Inc., rounded to the nearest ¼th of one percent. Participants will be notified annually of the established interest rate.

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(B)    Boeing Stock Fund Method

Under this method, a Participant’s Boeing Stock Fund sub-account shall be credited with the number of shares of the common stock of The Boeing Company that could be purchased with the amount credited to such sub-account, based on the Fair Market Value of the common stock of The Boeing Company on the day the sub-account is so credited (or on the next business day on which the New York Stock Exchange (the “Exchange”) is open, if the Exchange is closed on the day the sub-account is credited) excluding commissions, taxes, and other charges. Such number shall be recorded as stock units in the Participant’s sub-account, for bookkeeping purposes only. For purposes of the Plan, “Fair Market Value” means the mean of the high and low per share trading prices for the common stock of The Boeing Company as reported for the “New York Stock Exchange - Composite Transactions” for a single trading day. The number of stock units in a sub-account shall be appropriately adjusted to reflect stock splits, stock dividends, and other like adjustments in the common stock of The Boeing Company.

Each Participant’s Boeing Stock Fund sub-account periodically shall be credited with the number of shares of the common stock of The Boeing Company that could be purchased, as set forth in the preceding paragraph, with an amount equal to the cash dividends that would be payable on the number of shares of the common stock of The Boeing Company that equals the number of stock units in a Participant’s sub-account. The timing and methodology will mirror the VIP dividend process. Participants will be notified annually of the number of stock units, and the dividend equivalents, credited to their sub-account.

(C)    Other Investment Funds Method

Under this method, a Participant may choose to diversify his or her Other Investment Funds sub-account by electing that it be credited (or charged) with the expenses, income, gains and losses on investment funds similar to those offered under the VIP (excluding the Boeing Stock Fund and Stable Value Fund offered thereunder) as designated by the Administrator from time to time, pursuant to an election by the Participant to have the Participant’s sub-account credited as though the Participant had elected to invest in such funds in such increments as the Participant will direct in accordance with rules established by the Administrator or its delegates; provided that the Administrator may disregard such elections in its discretion.

Earnings credits to a Participant’s Account(s) may be subject to valuation adjustments in accordance with the procedures established by the Administrator; provided, in no event will the portion of a Participant’s Account(s) that has been distributed as of the time a valuation adjustment is made be subject to such valuation adjustment.

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7.3    Investment Election Changes and Restrictions

A Participant may change how future additions to his or her Account(s) are deemed invested anytime during the Plan Year subject to the Administrator’s rules and restrictions. The Participant may also transfer any portion of his or her sub-accounts from one investment fund to another on a daily basis, provided that a Participant may not transfer funds from one investment fund to another and back on the same day.

In addition, transfers cannot be made into the Boeing Stock Fund for 30 calendar days after transferring funds out of the Boeing Stock Fund. This restriction applies regardless of the number of units or the dollar value of the transfer. However, the Participant may continue to direct future additions into the Boeing Stock Fund and make transfers out of this investment fund at any time, subject to insider trading rules.

7.4    Missing Participants and Improper Credits

A Participant’s Account may be forfeited or reduced upon the occurrence of one of the following events, even if 100% vested:

(A)    The Administrator is unable to locate a Participant or Beneficiary to distribute amounts from his or her Account (a “missing participant”).

(B)    The Administrator recaptures amounts improperly credited to a Participant’s Account.

See also Section 10.2 regarding anti-assignment and Section 10.3 regarding the unfunded nature of this Plan.

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ARTICLE VIII

Administration

8.1    Plan Administration

The Plan shall be administered by the Administrator. The Administrator shall make such rules, interpretations, determinations of fact and computations as it may deem appropriate, including (without limitation) requiring the use of an electronic or telephonic system for purposes of Participant elections and designations. Any decision of the Administrator with respect to the Plan, including (without limitation) any determination of eligibility to participate in the Plan and any calculation of Plan benefits, shall be conclusive and binding on all persons. The Administrator shall submit to the Compensation Committee periodic reports covering the operation of the Plan.

8.2    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 VIP, provided that the Compensation Committee of the Board of Directors shall be substituted for the Administrator thereunder for purposes of the review of claims and appeals with respect to benefits under the Plan for elected officers of the Company (other than determinations related to potential forfeiture or reimbursement of benefits under Sections 5.5 or 5.7 of the Plan, which such determinations shall be made by the Administrator).

See Section 10.8 regarding limitations on subsequent legal action.

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ARTICLE IX

Amendment and Termination

The Board of Directors, the Compensation Committee, the Administrator, and their respective delegate or delegates shall each have the authority to amend the Plan at any time, including, but not limited to, the authority to adopt amendments to combine or transfer all or part of the Plan with or to other plans maintained by the Controlled Group (including a termination of the Plan for that purpose) or to change the timing of eligibility for participation in the Plan; provided, however, that the Compensation Committee shall have the exclusive authority to adopt any amendments or make any other changes to the Plan that change the rate or amount of Company-provided benefits for employees on the E-Series Payroll. The Board of Directors shall have the authority to terminate the Plan at any time.

In the event of Plan amendment or termination, a Participant’s benefits under the Plan shall not be less than the Plan benefits to which the Participant would be entitled if the Participant had terminated employment immediately prior to such amendment or termination of the Plan, increased or decreased by any Earnings Credits attributable to periods on or after the effective date of such amendment or termination.

In general, upon the termination of the Plan with respect to any Participant, the affected Participants will not be entitled to receive a distribution until the time specified in Article VI. Notwithstanding the foregoing, The Boeing 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 any IRS or Treasury guidance thereunder.

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ARTICLE X

Miscellaneous

10.1    No Employment Rights

Nothing in the Plan shall be deemed to give any person any right to remain in the employ of the Company or other member of the Controlled Group, as applicable, or affect any right of the Company or other member of the Controlled Group, as applicable, to terminate a person’s employment with or without cause.

10.2    Anti-Assignment

No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, execution, attachment, garnishment, or any other legal process. Any attempt to take such action shall be void and shall authorize the Administrator, in its sole and absolute discretion, to forfeit all further right and interest in any benefit under this Plan. In addition, a Participant’s Account may be reduced by the amount of any tax obligation paid by the Company or other member of the Controlled Group, as applicable, on behalf of a Participant, Beneficiary, or any other person, if such individual fails to reimburse the Company or other member of the Controlled Group, as applicable, for such obligation.

10.3    Unfunded Status of Plan

No funds shall be segregated or earmarked for or in the Account of any current or former Participant, Beneficiary or other person under the Plan. However, the Company or other member of the Controlled Group, as applicable, 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 general creditors of the Company or other member of the Controlled Group, as applicable. 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 other member of the Controlled Group, as applicable, in respect of its obligations under the Plan (other than as a general creditor of the Company or other member of the Controlled Group, as applicable, with an unsecured claim against its general assets).

10.4    Delays or Acceleration in Payment

Payment of benefits under this Plan may be delayed or accelerated to the extent permitted by Code section 409A, as determined by the Administrator.

10.5    Involuntary Inclusion in Income

If a determination is made that the Account of any Participant (or his or her Beneficiary) is subject to current income taxation under Code section 409A, then the taxable portion of such Account will be immediately distributed to the Participant (or his or her Beneficiary), notwithstanding the general timing rules otherwise described herein.

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10.6    Compliance with Code Section 409A

It is intended that amounts deferred under this Plan will not be taxable under Code section 409A with respect to any individual. All provisions of this Plan shall be construed in a manner consistent with this intent.

10.7    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.

10.8    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 decision if no appeal is made).

10.9    Tax Withholding

The Company, or other member of the Controlled Group, as applicable, has the right to deduct any federal, state, local or foreign taxes that are required to be withheld from any payments made hereunder. In addition, if prior to the date of payment of any amount hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due, then the Company, or other member of the Controlled Group, as applicable, shall have the right to deduct such tax from any other payments made to the Participant or direct that the Participant’s Account be reduced by the amount needed to pay the Participant’s portion of such tax, plus an amount equal to the withholding taxes due under federal, state or local law resulting from the payment of such FICA tax, and an additional amount to pay the additional income tax at source on wages attributable to the pyramiding of the Code section 3401 wages and taxes, but no greater than the aggregate of the FICA tax amount and the income tax withholding related to such FICA tax amount.

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APPENDIX A

List of Excluded Entities

As of January 1, 2019, Employees of the following entities are not eligible to participate in The Boeing Company Executive Supplemental Savings Plan:

• Aviall, Inc.

• Inventory Locator Service, LLC

This Appendix A may be updated by the Administrator from time to time without the need for a formal amendment to the Plan.

A-1

EX-10.3

EXHIBIT 10.3

DEFERRED COMPENSATION PLAN FOR EMPLOYEES

OF THE BOEING COMPANY

(As Amended and Restated effective January 1, 2019)

1. Purpose.

The purpose of this Deferred Compensation Plan for Employees of The Boeing Company is to provide a means by which eligible employees may defer payment of base salaries and awards made under incentive compensation plans sponsored by the Company or its subsidiaries.

No Deferrals will be made to this Deferred Compensation Plan for Employees of The Boeing Company with respect to Base Salary paid on and after January 1, 2019, Annual Incentive Awards with performance periods beginning on or after January 1, 2019, or Performance Awards with grant dates on or after January 1, 2019.

2. Definitions.

The following terms have the meanings set forth below:

“Account” means the recordkeeping account established for each Participant in the Plan, for purposes of accounting for Deferrals, Matching Contributions and Earnings Credits.

“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 section 414(c), or an affiliated service group (as defined in Code sections 414(m) or 414(o)) of which the Company is a part.

“Annual Incentive Award” means the annual cash incentive award under Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries or The Boeing Company Elected Officer Annual Incentive Plan, as applicable.

“Authorized Period of Absence” means a leave of absence approved by the Company.

“Base Salary” means an Employee’s annual base rate of pay from the Company.

“Beneficiary” means the person or persons designated by the Participant to receive distributions from the Plan, upon the Participant’s death. If no beneficiary has been designated, the Participant’s beneficiary shall be the personal representative of the participant’s estate.

“Board of Directors” means the board of directors of The Boeing Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Employee Benefit Plans Committee of The Boeing Company.

“CompensationCommittee” means the Compensation Committee of the Board of Directors.

“Company” means The Boeing Company, its successors in interest, and any Affiliate or Subsidiary.

“Controlled Group” means the Company and any Affiliate or Subsidiary.

“Deferrals” means the portion of a Participant’s Base Salary, Annual Incentive Award or Performance Award, if any, that he or she elects to defer on a pre-tax basis under this Plan in accordance with Section 4.

“Deferral Election” means the election made by an Eligible Employee to defer a portion of his or her Base Salary, Annual Incentive Award or Performance Award in accordance with Section 4.

“E-Series Payroll” means the executive designation of level E1 to E6 at the Company.

“Earnings Credit” means the amount credited to a Participant’s Account under Section 6(B).

“Eligible Employee” means with respect to any Plan Year, an Employee of the Company who has satisfied the requirements of Section 3.

“Employee” means any person who is employed as a common law employee by any member of the Controlled Group.

“Matching Contributions” means Company Matching Contributions made pursuant to Section 5.

“Participant” means an Eligible Employee who has elected to defer his or her Base Salary, Annual Incentive Award or Performance Award under the Plan in accordance with Section 4, or an Employee or former Employee who has amounts credited to his or her Account.

“Plan” means this Deferred Compensation 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 Controlled Group within the meaning of Code section 409A. For purposes of determining whether a Separation from Service has occurred, the Controlled Group is defined by using the language “at least 80 percent” 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.

“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

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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.

“Unforeseeable Emergency” means “unforeseeable emergency” within the meaning of Code section 409A, as determined by the Committee.

3. Eligibility and Participation.

An Employee is eligible to participate in the Plan for a Plan Year if he or she is on the E-Series Payroll, provided such employee is paid on a U.S. dollar-based payroll.

An Eligible Employee will become a Participant when he or she elects to defer his or her Base Salary, Annual Incentive Award or Performance Award by filing a timely Deferral Election in accordance with Section 4 below.

4. Deferral Elections.

An Eligible Employee may elect Deferrals, by executing and delivering to the Company, in accordance with rules established by the Committee, a Deferral Election, by the deadline prescribed below (or such earlier deadline as the Committee may establish), which shall state:

in the case of Base Salary, the percentage of the Participant’s Base Salary (but not more than 50% thereof) to be deferred in each regular pay period, by December 1 to be effective for the following Plan Year, and

in the case of Annual Incentive Awards payable in cash, the percentage of the Annual Incentive Award to be deferred (which shall be all or any portion thereof), by December 1 of the year preceding the performance period for such Annual Incentive Award, and

in the case of Performance Awards, the percentage of the Performance Award to be deferred (which shall be all or any portion thereof), by December 1 of the year preceding the year of grant.

A Deferral Election will remain in effect until changed with respect to future Deferrals by a filing a new Deferral Election with the Company increasing or decreasing the percentage of future Base Salary, Annual Incentive Awards, or Performance Awards to be deferred. Any such change in Deferral Election must be made by December 1 of the year for which new elections of the same type are due and shall supersede any election previously made. All previous Deferral Elections for Boeing Stock Unit (BSU) grants, Performance Share grants and related Earnings Credit method elections made prior to January 1, 2008, will continue in effect until such time as the grants are vested or forfeited, as appropriate.

An Employee who becomes an Eligible Employee during the Plan Year (as a new hire, rehire or due to raise or promotion) will not be eligible to participate during such Plan Year. In the case of an Employee who ceases to be an Eligible Employee during the Plan Year (e.g., due to a reclassification as other than E-Series Payroll or Separation from Service) the Employee’s Deferral Election shall remain in effect with respect to Deferral Elections of Base Salary, Annual Incentive Awards and Performance Awards in effect with respect to the Plan Year in which the Employee ceases to be an Eligible Employee, but will automatically be cancelled with respect to future Deferrals (i.e., Deferrals for subsequent Plan Years).

Notwithstanding the election procedures described above, a Participant will be permitted to cancel an existing Deferral Election of Base Salary with regard to a Plan Year during that Plan Year,

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where the Participant incurs an Unforeseeable Emergency, as determined by the Committee. To the extent that a Participant has elected and received a distribution due to an Unforeseeable Emergency under Section 7(G), the Participant will be deemed to have elected to cancel his or her Base Salary Deferral Election for the remainder of the applicable Plan Year.

If a Participant ceases to be an Eligible Employee or ceases to have a Deferral election on file (in accordance with Section 4), all amounts accumulated in the Participant’s account prior to termination will continue to be held subject to the Plan.

Notwithstanding anything herein to the contrary, no Deferrals will be made to this Plan with respect to Base Salary paid on and after January 1, 2019, Annual Incentive Awards with performance periods beginning on or after January 1, 2019, or Performance Awards with grant dates on or after January 1, 2019. All Deferral Elections in effect as of January 1, 2018 will remain in effect and all amounts accumulated in the Participant’s account with respect thereto will continue to be held subject to the Plan.

5. Company Matching Contributions.

(A) General

Effective with respect to amounts deferred on or after January 1, 2006 (including amounts for which Deferral Elections were made prior to January 1, 2006) the Company will no longer provide any Matching Contribution under this Section 5 on any Deferrals into a Boeing Stock Fund account; provide that in the case of Deferrals that were the subject of a Deferral Election into a Boeing Stock Fund account made prior to January 1, 2005, the Company will continue to match such Deferrals of Boeing Stock Units and Performance Share Awards that are not yet vested (upon vesting) and such Deferrals of 2005 Annual Incentive Awards that were paid in 2006. To the extent that the Company makes or has made a Matching Contribution with respect to all or part of any amounts deferred under this Plan, each such Matching Contribution shall be deferred together with the Participant Deferral to which it relates, and shall be subject to all of the Participant elections (including default elections) with respect to such Deferral.

(B) Forfeiture of Matching Contributions

Any Matching Contribution made pursuant to this Section 5 shall be canceled and forfeited if the Participant Separates from Service for any reason other than retirement under a retirement plan sponsored by the Company, disability as determined by the Company, layoff, or death. The forfeited Matching Contribution (and any Earnings Credits that would have accrued but for the forfeiture) will be reinstated upon rehire, only where (i) the Participant’s

Separation from Service occurred while the Participant was on an Authorized Period of Absence or due to a reasonably anticipated permanent reduction in the level of services performed by the Participant to less than 50 percent of the average level of services performed by the Participant during the immediately preceding 36-month period, and (ii) the Participant’s Separation from Service was deemed a Separation from Service under Code section 409A or the terms of this Plan (i.e., the Participant did not incur a termination of employment with the Controlled Group). Reinstatement of the Participant’s forfeited benefits will occur upon (i) return to active employment with the Company within the Authorized Period of Absence, (ii) termination of the Authorized Period of Absence or period of a reduced level of services due to retirement under a plan sponsored by the Company, disability as determined by the Company, layoff or death, or (iii) the

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Participant’s return to active employment at a level of services that is 50 percent or more of the average level of services performed by the Participant prior to his or her prior deemed Separation from Service due to a reduction in services. Such reinstated benefits will remain subject to the forfeiture provisions of the first sentence of this section 5(B) and the payment timing rules under Section 7(A).

6. Accounts and Earnings Credits on Deferrals.

(A) In General

The Committee or its delegate will establish and maintain an Account for each participant. The Account will be credited with Deferrals, as well as Company Matching Contributions and Earnings Credits as described below. The Account will be reduced as payments are made.

All amounts deferred under the Plan, and any Company Matching Contribution with respect thereto, shall be credited to the Participant’s Account at the time at which they would otherwise first have become payable to the Participant or, if earlier, the time at which the Participant’s interest in the award becomes vested. Non-cash awards shall be credited to the Participant’s account at the time at which they would otherwise first have become distributable to the Participant.

Each Account shall be credited with earnings thereon, under the Interest Fund method the Boeing Stock Fund method, or the Other Investment Funds method, subject to the restrictions on diversification described below, at the election of the Participant. In the absence of an election the Interest Fund method shall be used.

(B) Earnings Credit Methods

(i) Interest Fund Method. A Participant’s Account shall be adjusted daily in accordance with changes in the unit value of the Account to reflect interest, based on the Participant’s Account balance.

Interest will be computed during each calendar year at the mean between the high and the low during the first eleven months of the preceding year of yields on Aa-rated industrial Bonds as reported by Moody’s Investors Service, Inc., rounded to the nearest 1/4th of one percent. The Company will notify Participants annually of the established interest rate.

(ii) Boeing Stock Fund Method. A Participant’s Boeing Stock Fund Account shall be credited with the number of shares of the Company’s common stock that could be purchased with the amount credited to such account, based on the Fair Market Value of the Company’s common stock on the day the account is so credited (or on the next business day on which the New York Stock Exchange (the “Exchange”) is open, if the Exchange is closed on the day the account is credited) excluding commissions, taxes, and other charges. Such number shall be recorded as stock units in the Participant’s account, for bookkeeping purposes only. For purposes of the Plan, “Fair Market Value” means the mean of the high and low per share trading prices for the common stock of the Company as reported for the “New York Stock Exchange - Composite Transactions” for a single trading day. The number of stock units in an account shall be appropriately adjusted to reflect stock splits, stock dividends, and other like adjustments in the Company’s common stock.

Each Participant’s Boeing Stock Fund Account periodically shall be credited with the number of shares of the Company’s common stock that could be purchased, as

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set forth in the preceding paragraph, with an amount equal to the cash dividends that would be payable on the number of shares of the Company’s common stock that equals the number of stock units in a Participant’s Boeing Stock Fund account. The Company will notify Participants annually of the number of stock units, and the dividend equivalents, credited to their Boeing Stock Fund account.

(iii) Other Investment Funds Method. In addition to the Interest Fund and Boeing Stock Fund methods of allocating earnings on Deferrals, a Participant may choose to diversify Deferrals eligible for diversification under paragraph 6(C) below by electing that the Participant’s Account be credited (or charged) with the expenses, income, gains and losses on investment funds similar to those offered under The Boeing Company Voluntary Investment Plan (excluding the Boeing Stock Fund and Stable Value Fund offered thereunder) as designated by the Committee from time to time, pursuant to an election by the Participant to have the Participant’s Account credited as though the Participant had elected to invest in such funds in such increments as the Participant shall direct in accordance with rules to be established by the Committee or its delegates; provided that the Committee may disregard such elections in its discretion.

Earnings credits to a Participant’s Account may be subject to valuation adjustments in accordance with the procedures established by the Committee; provided, in no event will the portion of a Participant’s Account that has been distributed as of the time a valuation adjustment is made be subject to such valuation adjustment.

(C) Deferrals Eligible for Diversification.

The following Deferrals are eligible for diversification:

(i) Previous and future Deferrals of Base Salary (once earned);

(ii) Previous and future Deferrals of cash Annual Incentive Awards (once earned);

(iii) Vested Boeing Stock Unit (BSU) Deferrals;

(iv) Unvested BSU Deferrals (once vested);

(v) Performance Share Deferrals that were vested as of December 31, 2005;

(vi) In the case of a Participant whose termination of employment occurred on or before December 31, 2005, any Matching Contributions credited to the Participant’s Accounts on or before January 3, 2006 (the next business day the Exchange is open); and

(vii) Performance Awards.

Performance Shares that were unvested as of December 31, 2005, and deferred into the Boeing Stock Fund account shall not be eligible for diversification, even upon vesting. Matching contributions (except as described in (vi) above) also shall not be eligible for diversification. Amounts eligible for diversification are sometimes referred to as “transferable amounts” and amounts not eligible for diversification are sometimes referred to as “nontransferable amounts.”

(D) Investment Election Changes and Restrictions

The Participant may make a separate election for each type of Deferral (Base Salary, Annual Incentive Award and Performance Award) and may change how future Deferrals are invested anytime during the Plan Year. The Participant may also transfer Deferrals eligible for diversification from one fund to another on a daily basis, provided that a Participant may not transfer funds from one investment fund to another and back on the same day.

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In addition, transfers cannot be made into the Boeing Stock Fund for 30 calendar days after transferring funds out of the Boeing Stock Fund. This restriction applies regardless of the number of units or the dollar value of the transfer. However, the Participant may continue to direct future Deferrals into the Boeing Stock Fund and make transfers out of this fund at any time, subject to insider trading rules.

7. Form and Timing of Distribution.

(A) General Rule

A Participant may elect the form and timing of distribution with regard to his or her entire Account (including future Deferrals, Matching Credits and Earnings Credits) as described below. This distribution election must be made at the same time the Participant makes his or her Deferral Election.

Distribution elections made with regard to a Participant’s entire Account may be changed solely to the extent permitted under subsection (B) below.

(i) Lump Sum Distribution

The lump sum distribution option is a single lump sum payable in January of any Plan Year following the Participant’s Separation from Service. The amount of such distribution will be based on the value of the Participant’s Account determined as of the date of payment.

Payment of the lump sum will be made the later of: (i) January of the first Plan Year following Separation from Service, or (ii) January of the first Plan Year following the Participant’s attainment of a specified age (subject to (E) below), as elected by the Participant under this Section 7.

(ii) Installment Payment

The installment payment option is a series of annual installment payments for a period between 2 and 15 years. The amount payable to the Participant each year shall be computed by multiplying the balance in the Account (or the applicable portion of the Account) by a fraction, the numerator of which is one and the denominator of which is the number of years remaining in the distribution period on the first day of January of such year.

Prior to January 1, 2006, a Participant could elect that annual installments be determined under the “Approximately Equal” method, under which the amount payable to the Participant each year shall be computed by the Company so that the aggregate amount of cash or stock in a Participant’s Account under the Plan shall be distributed in approximately equal installments in each year for which payments are to be made. The Approximately Equal method is only available for payment elections on file as of December 31, 2005.

Annual installment payments will begin the later of: (i) January of the first Plan Year following Separation from Service, or (ii) January of the first Plan Year following the Participant’s attainment of a specified age (subject to (E) below), as elected by the Participant under this Section 7.

Payments will continue until the full balance in the Participant’s Account has been paid.

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In the event that no distribution option is elected, the Participant will be deemed to have elected to receive a single lump sum payable in January of the first Plan Year following the Participant’s Separation from Service.

(B) Changes to Distribution Election

Effective January 1, 2008, a Participant may change a distribution election with regard to his or her entire Account only once after the initial distribution election is made (subject to (E) below), in accordance with the conditions stated below. To the extent such change would defer commencement of any portion of the Participant’s Account beyond both age 70 ½ and Separation from Service, the change will not be effective with respect to such portion.

(i) A new distribution election must be submitted to the Committee or its delegate at least 12 months before the existing scheduled distribution date, and during the annual election period established by the Committee.

(ii) The revised distribution election must not take effect for at least 12 months after it is made.

(iii) The new distribution election must provide for an additional deferral period of at least 5 years beyond the original distribution date.

In no event can installment payments be revoked once they have begun.

Prior to January 1, 2008, a Participant may change a distribution election with regard to his or her entire Account, in accordance with procedures then-established by the Compensation Committee, without the restrictions stated in (i)-(iii) above. Any changes made under this paragraph will be invalid to the extent they affect distributions scheduled for the Plan Year in which the change is made.

Limited Exception for 2008. In allowable circumstances (as determined by the Company’s Senior Vice President, Human Resources and Administration), a Participant had a limited ability during the 2008 Plan Year to change his or her distribution election without the restrictions stated in (i)-(iii) above, subject to approval by the Company’s Senior Vice President, Human Resources and Administration, in his or her sole discretion. In no event will an election under this paragraph cause an amount to be paid during the 2008 Plan Year, if it would otherwise be payable in a later Plan Year. Nor will an election under this paragraph defer a payment beyond the 2008 Plan Year, if it would otherwise be payable during the 2008 Plan Year.

(C) Separate Election for Matching Contributions

Notwithstanding the foregoing subsections (A) and (B), for Participants who terminate employment on or after January 1, 2006, the Participant may make a separate election under (A) above as to the time and form of distribution of (i) the Participants Company Matching Contributions and (ii) the balance of the Participant’s Plan Account. Such a Participant may also make a separate one- time distribution election change under (B) above with respect to each such separate election under this (C).

(D) Separate Election for Annual Installments

If a Participant makes a separate election under (C)(ii) above to receive the balance of the Participant’s Plan Account in annual installment payments, the Participant may further elect to receive either:

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(i) The Participant’s nontransferable Performance Shares (Performance Shares that vested or vest after December 31, 2005, that are deferred into the Boeing Stock Fund), first, or

(ii) A prorated payment of all the funds in the Participant’s Account each year.

(E) Distributions At Age 70 ½

Payment of benefits under this Plan will begin not later than the first January following the calendar year in which the Participant both attains (or would have attained) age 70½ and is Separated from Service. Payment of benefits for Participants actively employed beyond age 70 ½ will begin no later than the first January following the calendar year in which the Participant Separates from Service. In the event that no distribution option is elected under (A) above, the Participant will be deemed to have elected to receive a single lump sum distribution.

(F) Specified Employees

Notwithstanding anything to the contrary under this Section 7, 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 Account of a Specified Employee will be distributed in the form elected under subsection (A) above. This distribution will commence as of the later of:

(i) the time elected under subsection (A),

(ii) the first day of the month following completion of the six-month waiting period (for Specified Employees who Separate from Service between July 1 and December 31), and

(iii) January of the first Plan Year following Separation from Service (for Specified Employees who Separate from Service between January 1 and June 30).

If a Participant has elected installments under (A) above, subsequent installment payments will be made in January of each successive year until the Account is exhausted.

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 8 (Death Benefits) below.

(G) Distribution Due to Unforeseeable Emergency

A Participant or Beneficiary may elect to receive a distribution of all or a portion of his or her Accounts immediately, regardless of whether benefit payments have commenced, to the extent that the Participant or Beneficiary incurs an Unforeseeable Emergency.

The amount of the distribution will be limited to the amount reasonably necessary to satisfy the emergency need, including any taxes or penalties reasonably anticipated to result from the distribution, as determined by the Committee.

8. Death Benefits

If a Participant dies before his or her entire Account has been distributed, the remaining Account balance will be distributed to his or her Beneficiary in accordance with the Deferral Elections filed with the Committee. Distributions to the Beneficiary will be made at the same time and in the same form as the payment that otherwise would have been made to the Participant.

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To the extent no distribution election has been filed, the remaining Account balance will be paid to the Beneficiary in a single sum in January of the calendar year following the Participant’s death.

Prior to October 1, 2006, a Participant could elect one or more fixed payments be made from the Plan to the Participant’s personal representative or designated beneficiary, following the Participant’s death. Such payments, if then-approved by the Compensation Committee, shall be made within 15 months after the Participant’s death. Any amounts thereafter remaining in the Participant’s Account will be distributed in accordance with the Participants elections. Any such elections on file as of October 1, 2006 will continue in effect unless a subsequent Beneficiary designation has been filed.

9. Payment in Stock or Cash.

Deferrals eligible for diversification under Section 6(C) will be paid in cash. Deferrals not eligible for diversification under Section 6(C) will be paid in shares of Company common stock. Any distribution in stock shall be in whole shares of the Company’s common stock equal in number to the whole number of then distributable stock units credited to the Participant’s account under the Boeing Stock Fund for Deferrals not eligible for diversification. No fractional shares shall be distributed and any then distributable account balance remaining after any stock distribution shall be paid in cash or applied to federal withholding.

10. Tax and Other Withholding.

Distributions under the Plan shall be subject to withholding for taxes and other charges, as required by law, and the Company shall deduct from any cash distribution any amounts owed by the Participant to the Company. For distributions in stock, required withholding will be taken from the common stock that would have been received.

11. Rehires

This Section 11 addresses the form and timing of payment for a Participant who rehires to the Company following a Separation from Service. For purposes of this Section 11, a rehire includes a Participant who returns to the Company following a Separation from Service that is deemed to occur under Code section 409A due to an Authorized Period of Absence or a period of a reduced level services.

(A) Participants Rehired After Commencing Benefits

This subsection (A) applies to a rehired Participant who has received or begun receiving benefits under the Plan.

Old Deferrals. Installment payments that commenced prior to the Participant’s rehire with respect to Deferrals made before the Participant’s Separation from Service (“Old Deferrals”) will not be suspended by reason of the Participant’s rehire. These Old Deferrals will continue to be paid until exhausted, without regard to the period of rehire.

Interim Deferrals. To the extent a Participant made additional Deferrals while on an Authorized Period of Absence or during a period of a reduced level of services that constituted a deemed Separation from Service under Code section 409A, such Deferrals will be distributed in January of the first Plan Year following the year in which they are made, in accordance with the Participant’s earlier distribution election. This is because the Participant has already satisfied the conditions for payment under Section 7(a); namely, he or she has attained the specified age and has experienced a Separation from Service attributable to such Deferrals.

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New Deferrals. Deferrals attributable to periods after the date of rehire (“New Deferrals”) will remain subject to the Participant’s earlier distribution election as to the timing and form of payment under Section 7(A) (subject to the change rules in Section 7(B)), without regard to any Separation from Service that occurred prior to rehire. As a result, New Deferrals will be distributed in January following the Participant’s Separation from Service after rehire, in the form selected under the original distribution election. This is because the Participant already has attained the specified age under Section 7(A) but has not yet experienced a

Separation from Service attributable to the New Deferrals.

(B) Participants Rehired Before Commencing Benefits

This subsection (B) applies to a rehired Participant who has not begun receiving benefits under the Plan because he or she has not attained the specified age under Section 7(A).

Old and Interim Deferrals. The rehired Participant’s Old Deferrals (and any Deferrals made during an Authorized Period of Absence or a period of a reduced level of services) will remain subject to the Participant’s earlier distribution election as to the timing and form of payment under Section 7(A) (subject to the change rules in Section 7(B)). This means that if the Participant’s original distribution election selected benefits in the form of a lump sum (or installments) payable in January following attainment of a specified age under Section 7(A), then the Participant’s Old Deferrals (and any Deferrals made during an Authorized Period of Absence or period of a reduced level of services) will be payable as a lump sum (or installments, if elected) in January following the year in which he or she attains the specified age, even if the Participant has not had a subsequent Separation from Service after rehire. This result will not change in the event that the Participant attains the specified age after the initial Separation from Service (or while on Authorized Period of Absence or during a period of a reduced level of services), but is rehired before benefits actually began.

New Deferrals. The Participant’s New Deferrals will remain subject to the Participant’s earlier distribution election as to the timing and form of payment under Section 7(A) (subject to the change rules in Section 7(B)), without regard to any Separation from Service that occurred prior to rehire, as described in Section 11(A) above. As a result, New Deferrals will be distributed either (i) in January following the Participants Separation from Service after rehire, or (ii) in January following both the Participant’s Separation from Service after rehire and after attainment of the specified age, in accordance with the original distribution election. This is because the Participant has not yet experienced a Separation from Service attributable to the New Deferrals.

12. Termination or Amendment of the Plan.

The Board of Directors of The Boeing Company, the Compensation Committee, the Committee, and their respective delegate or delegates, shall each have the authority to amend the Plan at any time, including, but not limited to, the authority to adopt amendments to combine or transfer all or part of the Plan with or to other plans maintained by the Company (including a termination of the Plan for that purpose) or to change the timing of eligibility for participation in the Plan; provided, however, that the Compensation Committee shall have the exclusive authority to adopt any amendments or make any other changes to the Plan that change the rate or amount of Company-provided benefits for employees on the E-Series Payroll. The Board of Directors shall have the authority to terminate the Plan at any time.

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In general, if the Plan is terminated, all amounts accumulated prior to termination will continue to remain subject to the provisions of the Plan as if the Plan had not been terminated. Notwithstanding the foregoing, The Boeing 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 any IRS or Treasury guidance thereunder (provided that Deferrals not eligible for diversification will still be paid in shares of Company stock).

13. Participant’s Rights.

Amounts deferred and accumulated under the Plan remain the property of the Company, and no Participant or other person shall acquire any property interest in the account or any other assets of the Company on account of participation in the Plan, the Participant’s rights being limited to receiving from the Company the payments provided for in the Plan. The Plan is unfunded and to the extent that any Participant acquires a right to receive payments from the Plan such rights shall be no greater than the rights of a general unsecured creditor of the Company.

Except to the extent provided in Section 10 of the Plan, the right of a Participant, legal representative or beneficiary to receive payments from the Plan shall not be subject to anticipation, sale, assignment, pledge, encumbrance or charge, nor shall such right be liable for or subject to the debts, contracts, liabilities or torts of the Participant or the Participant’s legal representative or beneficiaries.

14. Administration.

The Plan shall be administered by the Committee. The Committee shall have full power and discretionary authority to construe and interpret this Plan. The Committee may from time to time delegate such of its functions hereunder as it may determine, to one or more of the officers of the Company, on such terms and conditions as the Committee may decide. Decisions of the Committee or its delegates shall be final and binding upon the Participants, their legal representatives and beneficiaries.

15. Claims Procedures.

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 Boeing Company Voluntary Investment Plan, provided that the Compensation Committee shall be substituted for the Committee thereunder for purposes of the review of claims and appeals with respect to benefits under the Plan for elected officers of the Company.

16. Delays in Payment.

Payment of benefits under this Plan may be delayed to the extent permitted by Code section 409A, as determined by the Committee.

17. Involuntary Inclusion in Income.

If a determination is made that the Account of any Participant (or his or her Beneficiary) is subject to current income taxation under Code section 409A, then the taxable portion of such Account will be immediately distributed to the Participant (or his or her Beneficiary), notwithstanding the general timing rules described in Section 7 above.

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18. 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.

19. 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.

20. 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).

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APPENDIX A

Boeing Satellite Systems, Inc.

Hughes Electronic Corporation Executive Deferred Compensation Plan

Pursuant to the Stock Purchase Agreement between The Boeing Company, Hughes Electronics Corporation and Hughes Telecommunications and Space Company dated as of January 13, 2000 (the “Agreement”) and effective as of the closing date under the Agreement (“Closing Date”), the Compensation Committee designated certain employees of Boeing Satellite Systems, Inc. (“BSS”) as Executive Payroll employees eligible to participate in this Plan (“Satellite Executives”).

The deferral elections of Satellite Executives in effect pursuant to the Hughes Electronic Corporation Executive Deferred Compensation Plan (“Hughes Plan”) as of the Closing Date were deemed to be irrevocable deferral elections in effect for purposes of this Plan for salary and cash payments related to the Hughes Annual Incentive Plan and Long-Term Achievement Plan paid by BSS in 2000 and 2001.

Satellite Executives eligible for Company performance shares and restricted stock units in lieu of payments under the Hughes Long-Term Achievement Plan were provided the opportunity to make a deferral election with respect to such awards.

Accounts under this Plan were established for Satellite Executives in an amount equal to their account balances as of the Closing Date under the Hughes Plan. Such accounts shall be paid in accordance with the distribution rules under Section 7. Except for such account balances, no Liability, as defined in the Agreement, shall accrue or be paid with respect to any Satellite Employee or Retired Satellite Employee, as defined in the Agreement, under the Hughes Plan on or after the Closing Date.

Satellite Executives with account balances established as of the Closing Date and/or who have irrevocable deferral elections in effect as of the Closing Date may elect earnings credits on deferred amounts in accordance with Section 5.

14

EX-12

EXHIBIT 12

Computation of Ratio of Earnings to Fixed Charges

The Boeing Company and Subsidiaries

(Dollars in millions)

	Nine months ended		Years ended December 31,
	September 30, 2018		2017		2016		2015			2014
Earnings before income taxes (1)		$7,558		$10,107		$5,783		$7,155			$7,137
Fixed charges excluding capitalized interest	408		486		422		391			455
Amortization of previously capitalized interest	67		96		106		90			72
Net adjustment for earnings from affiliates	59		14		11		(34		)	7
Earnings available for fixed charges		$8,092		$10,703		$6,322		$7,602			$7,671
Fixed charges:
Interest and debt expense(2)		$368		$430		$365		$339			$402
Interest capitalized during the period	63		110		170		158			102
Rentals deemed representative of an interest factor	40		56		57		52			53
Total fixed charges		$471		$596		$592		$549			$557
Ratio of earnings to fixed charges	17.2		18.0		10.7		13.8			13.8

⁽¹⁾  We adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) on January 1, 2018, using the full retrospective method. 2017 and 2016 amounts have been adjusted to conform with the current year presentation. Amounts prior to 2016 have not been adjusted. See Note 1 – Basis of Presentation and and Note 2 - Impact of Adoption of New Standards of the Notes to the Condensed Consolidated Financial Statements for more information.

⁽²⁾  Amount does not include tax-related interest expense which is reported as a component of Income tax expense in our Condensed Consolidated Financial Statements.

EX-15

EXHIBIT 15

Letter from Independent Registered Public Accounting Firm Regarding

Unaudited Interim Financial Information

LETTER IN LIEU OF CONSENT FOR REVIEW REPORT

October 24, 2018

To the Board of Directors and Shareholders of

The Boeing Company

Chicago, Illinois

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of The Boeing Company and subsidiaries for the periods ended September 30, 2018 and 2017, as indicated in our report dated October 24, 2018; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, is incorporated 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, 333-163637, and 333-195777 on Form S-8, and Registration Statement No. 333-219630 on Form S-3.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Chicago, Illinois

EX-31.1

EXHIBIT 31.1

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, Dennis A. Muilenburg, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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: October 24, 2018

/s/ Dennis A. Muilenburg

Dennis A. Muilenburg

Chairman, President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

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 quarterly report on Form 10-Q 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: October 24, 2018

/s/ Gregory D. Smith

Gregory D. Smith

Chief Financial Officer and Executive Vice President, Enterprise Performance and Strategy

EX-32.1

EXHIBIT 32.1

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 Quarterly Report of The Boeing Company (the “Company”) on Form 10-Q for the period ending nine months ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis A. Muilenburg, Chairman, President 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/ Dennis A. Muilenburg

Dennis A. Muilenburg

Chairman, President and Chief Executive Officer

October 24, 2018

EX-32.2

EXHIBIT 32.2

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 Quarterly Report of The Boeing Company (the “Company”) on Form 10-Q for the period ending nine months ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory D. Smith, Chief Financial Officer and Executive Vice President, Enterprise Performance and Strategy 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

Chief Financial Officer and Executive Vice President, Enterprise Performance and Strategy

October 24, 2018

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Oct. 17, 2018
Document Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity Registrant Name	BOEING CO
Entity Central Index Key	0000012927
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		567,885,369
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	false

XML

Condensed Consolidated Statements Of Operations - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Condensed Income Statements, Captions [Line Items]
Revenues	$ 25,146	$ 24,223	$ 72,786	$ 69,235
Boeing Capital interest expense	(18)	(27)	(51)	(53)
Total costs and expenses	(21,040)	(19,956)	(59,400)	(56,731)
Gross profit	4,106	4,267	13,386	12,504
Income from operating investments, net	32	49	112	169
General and administrative expense	(1,154)	(918)	(3,345)	(2,890)
Research and development expense, net	(826)	(768)	(2,417)	(2,417)
Gain on dispositions, net	69		76
Earnings from operations	2,227	2,630	7,812	7,366
Other income, net	12	40	63	91
Interest and debt expense	(106)	(87)	(317)	(267)
Earnings before income taxes	2,133	2,583	7,558	7,190
Income tax (expense)/benefit	230	(773)	(522)	(2,052)
Net earnings	$ 2,363	$ 1,810	$ 7,036	$ 5,138
Basic earnings per share	$ 4.11	$ 3.03	$ 12.08	$ 8.49
Diluted earnings per share	4.07	2.99	11.95	8.39
Cash dividends paid per share	$ 1.71	$ 1.42	$ 5.13	$ 4.26
Weighted average diluted shares (millions)	580.8	606.3	588.9	612.8
Product [Member]
Condensed Income Statements, Captions [Line Items]
Revenues	$ 22,463	$ 21,782	$ 64,848	$ 61,667
Cost of Goods and Services Sold	(18,882)	(18,050)	(53,134)	(50,936)
Service [Member]
Condensed Income Statements, Captions [Line Items]
Revenues	2,683	2,441	7,938	7,568
Cost of Goods and Services Sold	$ (2,140)	$ (1,879)	$ (6,215)	$ (5,742)

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Statement of Comprehensive Income [Abstract]
Net earnings	$ 2,363	$ 1,810	$ 7,036	$ 5,138
Currency translation adjustments	2	44	(55)	121
Unrealized gain/(loss) on certain investments, net of tax of $0, $0, ($1) and $0			3
Unrealized (loss)/gain on derivative instruments [Abstract]
Unrealized (loss)/gain arising during period, net of tax of $1, ($22), $27 and ($61)	(4)	40	(97)	111
Reclassification adjustment for losses included in net earnings, net of tax of ($3), ($5), ($5) and ($24)	9	10	19	44
Total unrealized (loss)/gain on derivative instruments, net of tax	5	50	(78)	155
Defined benefit pension plans & other postretirement benefits [Abstract]
Amortization of prior service credits included in net periodic pension cost, net of tax of $10, $16, $30 and $47	(35)	(27)	(106)	(84)
Net actuarial gain arising during the period, net of tax of $0, $0, $0 and $(1)			1	3
Amortization of actuarial losses included in net periodic pension cost, net of tax of ($60), ($72), ($182) and ($217)	219	131	657	394
Settlements and curtailments included in net income, net of tax of $0, $0, ($3) and $0			6
Pension and postretirement cost related to our equity method investments, net of tax of $0, $0, $1 and $1	(1)		(4)	(2)
Total defined benefit pension plans and other postretirement benefits, net of tax	183	104	554	311
Other comprehensive income, net of tax	190	198	424	587
Comprehensive income related to noncontrolling interests	(2)		(12)	(1)
Comprehensive income, net of tax	$ 2,551	$ 2,008	$ 7,448	$ 5,724

XML

Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Statement of Comprehensive Income [Abstract]
Unrealized (loss)/gain on certain investments, tax			$ (1)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax [Abstract]
Unrealized loss arising during period, tax	$ 1	$ (22)	27	$ (61)
Reclassification adjustment for losses included in net earnings, tax	(3)	(5)	(5)	(24)
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Tax, Portion Attributable to Parent [Abstract]
Amortization of prior service cost included in net periodic pension cost, tax	10	16	30	47
Net actuarial gains arising during the period, tax				(1)
Amortization of actuarial losses included in net periodic pension cost, tax	$ (60)	$ (72)	(182)	(217)
Settlements and curtailments included in net income, tax			(3)
Pension and post retirement benefits related to our equity method investments, tax			$ 1	$ 1

XML

Condensed Consolidated Statements Of Financial Position - USD ($) $ in Millions		Sep. 30, 2018	Dec. 31, 2017
Assets
Cash and cash equivalents		$ 8,034	$ 8,813
Short-term and other investments		1,956	1,179
Accounts receivable, net		2,893	2,894
Unbilled receivables, net		9,936	8,194
Current portion of customer financing, net		431	309
Inventories		62,038	61,388
Other current assets		2,398	2,417
Total current assets		87,686	85,194
Customer financing, net		2,785	2,756
Property, plant and equipment, net of accumulated depreciation of $18,328 and $17,641		12,571	12,672
Goodwill		5,722	5,559
Acquired intangible assets, net		2,530	2,573
Deferred income taxes		323	321
Investments		1,190	1,260
Other assets, net of accumulated amortization of $466 and $482		1,852	2,027
Total assets		114,659	112,362
Liabilities and equity
Accounts payable		13,663	12,202
Accrued liabilities		12,869	13,069
Advances and progress billings		51,496	48,042
Short-term debt and current portion of long-term debt		1,389	1,335
Total current liabilities		79,417	74,648
Deferred income taxes		1,738	2,188
Accrued retiree health care		5,394	5,545
Accrued pension plan liability, net		15,927	16,471
Other long-term liabilities		2,905	2,015
Long-term debt		10,487	9,782
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		6,714	6,804
Treasury stock, at cost - 443,262,126 and 421,222,326 shares		51,781	43,454
Retained earnings		54,666	49,618
Accumulated other comprehensive loss	[1]	(15,949)	(16,373)
Total shareholders’ equity		(1,289)	1,656
Noncontrolling interests		80	57
Total equity		(1,209)	1,713
Total liabilities and equity		$ 114,659	$ 112,362

[1] Net of tax.

XML

Condensed Consolidated Statements Of Financial Position (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Property, plant and equipment, accumulated depreciation	$ 18,328	$ 17,641
Other assets, accumulated amortization	$ 466	$ 482
Common stock, par value	$ 5.00	$ 5.00
Common stock, authorized	1,200,000,000	1,200,000,000
Common stock, shares issued	1,012,261,159.000000	1,012,261,159.000000
Treasury stock, shares	443,262,126	421,222,327

XML

Condensed Consolidated Statements Of Equity - USD ($) $ in Millions	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, 2016	$ 1,917	$ 5,061	$ 4,762	$ (36,097)	$ 41,754	$ (13,623)	$ 60
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	5,137				5,138		(1)
Other comprehensive income, net of tax of ($133) in 2018 and ($255) in 2017	587					587
Share-based compensation and related dividend equivalents	150		168		(18)
Treasury shares issued for stock options exercised, net	290		(80)	370
Treasury shares issued for other share-based plans, net	(114)		(178)	64
Defined Benefit Plan, Plan Assets, Contributions by Employer	3,500		2,082	1,418
Common shares repurchased	(7,500)			(7,500)
Dividends, Common Stock, Cash	(1,709)				(1,709)
Balance at Sep. 30, 2017	2,258	5,061	6,754	(41,745)	45,165	(13,036)	59
Balance at Dec. 31, 2017	1,713	5,061	6,804	(43,454)	49,618	(16,373)	57
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	7,024				7,036		(12)
Other comprehensive income, net of tax of ($133) in 2018 and ($255) in 2017	424					424
Share-based compensation and related dividend equivalents	150		167		(17)
Treasury shares issued for stock options exercised, net	70		(37)	107
Treasury shares issued for other share-based plans, net	(239)		(220)	(19)
Common shares repurchased	(8,415)			(8,415)
Dividends, Common Stock, Cash	(1,971)				(1,971)
Changes in noncontrolling interests	35						35
Balance at Sep. 30, 2018	$ (1,209)	$ 5,061	$ 6,714	$ (51,781)	$ 54,666	$ (15,949)	$ 80

XML

Condensed Consolidated Statements Of Equity (Parenthetical) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Statement of Stockholders' Equity [Abstract]
Other Comprehensive Income, tax, portion attributable to parent	$ (133)	$ (255)
Common Stock, Dividends, Per Share, Declared	$ 3.42	$ 2.84

XML

Condensed Consolidated Statement of Cash Flows Consolidated Statements of Cash Flows - USD ($) $ in Millions		3 Months Ended		9 Months Ended		12 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Cash flows - operation activities:
Net earnings		$ 2,363	$ 1,810	$ 7,036	$ 5,138
Non-cash items -
Share-based plans expense				150	151
Depreciation and amortization				1,531	1,470
Asset Impairment Charges				63	75
Customer financing valuation (benefit)/expense				(3)	4
Gain on dispositions, net		69		76
Other charges and credits, net				(158)	(196)
Changes in assets and liabilities -
Accounts receivable				(10)	558
Unbilled receivables				1,732	1,805
Advances and progress billings				3,457	4,714
Inventories				173	800
Other current assets				5	337
Accounts payable				1,181	780
Accrued liabilities				890	(102)
Income taxes receivable, payable and deferred				(252)	1,507
Other long-term liabilities				1	25
Pension and other postretirement plans				(89)	(550)
Customer financing, net				(175)	634
Other				(403)	99
Net cash provided by operating activities				12,375	10,443
Cash flows - investing activities:
Payments to Acquire Property, Plant, and Equipment				1,227	1,304
Property, plant and equipment reductions				117	30
Acquisitions, net of cash acquired				250
Contributions to investments				2,145	2,815
Proceeds from investments				1,369	2,612
Purchase of distribution rights				(56)	(131)
Other				(5)	7
Net cash provided/(used) by investing activities				(2,197)	(1,601)
Cash flows - financing activities:
New borrowings				4,696	876
Debt repayments				4,029	83
Contributions from noncontrolling interests				35
Stock options exercised				70	291
Employee taxes on certain share-based payment arrangements				247	118
Common shares repurchased				8,415	7,500
Dividends paid				2,976	2,575
Net cash used by financing activities				(10,866)	(9,109)
Effect of exchange rate changes on cash and cash equivalents, including restricted				(37)	73
Net decrease in cash & cash equivalents, including restricted				(725)	(194)
Cash & cash equivalents, including restricted, at beginning of year				8,887	8,869	$ 8,869
Cash & cash equivalents, including restricted, at end of period		8,162	8,675	8,162	8,675	8,887
Restricted Cash and Cash Equivalents	[1]	(128)	(106)	(128)	(106)	(74)
Cash and cash equivalents at end of period		$ 8,034	$ 8,569	$ 8,034	$ 8,569	$ 8,813

[1] Reflects amounts restricted in support of our workers’ compensation programs, employee benefit programs, and insurance premiums.

XML

Summary Of Business Segment Data Summary of Business Segment Data (Notes)

9 Months Ended

Sep. 30, 2018

Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]

Summary Of Business Segment Data

The Boeing Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Business Segment Data

(Unaudited)

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenues:
Commercial Airplanes		$43,409			$42,626			$15,276			$15,393
Defense, Space & Security	17,084			15,304			5,729			5,050
Global Services	12,124			10,784			4,091			3,579
Boeing Capital	214			234			77			70
Unallocated items, eliminations and other	(45		)	287			(27		)	131
Total revenues		$72,786			$69,235			$25,146			$24,223
Earnings/(loss) from operations:
Commercial Airplanes		$5,175			$3,665			$2,023			$1,513
Defense, Space & Security	925			1,649			(245		)	486
Global Services	1,790			1,687			543			495
Boeing Capital	71			87			27			23
Segment operating profit	7,961			7,088			2,348			2,517
Unallocated items, eliminations and other	(1,168		)	(771		)	(458		)	(233		)
FAS/CAS service cost adjustment	1,019			1,049			337			346
Earnings from operations	7,812			7,366			2,227			2,630
Other income, net	63			91			12			40
Interest and debt expense	(317		)	(267		)	(106		)	(87		)
Earnings before income taxes	7,558			7,190			2,133			2,583
Income tax (expense)/benefit	(522		)	(2,052		)	230			(773		)
Net earnings		$7,036			$5,138			$2,363			$1,810

This information is an integral part of the Notes to the Condensed Consolidated Financial Statements. See Note 19 for further segment results.

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Basis Of Presentation

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis Of Presentation

Basis of Presentation

The condensed consolidated interim financial statements included in this report have been prepared by management of The Boeing Company (herein referred to as “Boeing”, the “Company”, “we”, “us”, or “our”). In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation are reflected in the interim financial statements. The results of operations for the period ended September 30, 2018 are not necessarily indicative of the operating results for the full year. The interim financial statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in our 2017 Annual Report on Form 10-K. Prior period amounts have been adjusted to conform with the current year presentation.

Standards Issued and Not Yet Implemented

In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). The new standard is effective for reporting periods beginning after December 15, 2018 and early adoption is permitted. The standard will require lessees to report most leases as assets and liabilities on the balance sheet, while lessor accounting will remain substantially unchanged. The standard permits two approaches, one requiring retrospective application of the new guidance with restatement of prior years, and one requiring prospective application of the new guidance. We plan to adopt the new lease standard effective January 1, 2019 and apply it prospectively. We do not expect the new lease standard to have a material effect on our financial position, results of operations or cash flows.

Standards Issued and Implemented

In the first quarter of 2018, we adopted the following ASUs: ASU 2014-09, Revenue from Contracts with Customers (Topic 606); ASU 2017-07,Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost; ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash; ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

The impact of the adoption of these standards to our unaudited Condensed Consolidated Financial Statements is presented in Note 2 and the additional disclosures are shown in Notes 6 and 19.

ASU 2014-09 In the first quarter of 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), using the full retrospective method. Topic 606 requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services.

Most of our defense contracts at our Defense, Space & Security (BDS) and Global Services (BGS) segments and certain military derivative aircraft contracts at our Commercial Airplanes (BCA) segment now recognize revenue under the new standard as costs are incurred. Under previous U.S. generally accepted accounting principles (GAAP), revenue was generally recognized when deliveries were made, performance milestones were attained, or as costs were incurred. The new standard accelerates the timing of when the revenue is recognized, however, it does not change the total amount of revenue recognized on these contracts. The new standard does not affect revenue recognition or the use of program accounting for commercial airplane contracts in our BCA business. We continue to recognize revenue for these contracts at the point in time when the customer accepts delivery of the airplane. The adoption resulted in a cumulative adjustment to increase Retained earnings by $901 at January 1, 2016 and an increase of $73 to Net earnings for the first nine months of 2017.

ASU 2017-07 In the first quarter of 2018, we adopted ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The standard requires non-service cost components of net periodic benefit cost to be presented in non-operating earnings using a retrospective transition method. We applied a practical expedient as the estimation basis for the reclassification of prior period non-service cost components of net periodic benefit cost from Earnings from operations to Other income/(loss), net. Through the end of 2017, a portion of net periodic pension and other postretirement income or expense was not recognized in net earnings in the year incurred because it was allocated to production as product costs, and reflected in inventory at the end of the reporting periods. Effective January 1, 2018, in accordance with our adoption of ASU 2017-07, only service costs may be allocated to production costs and capitalized in inventory on a prospective basis. The impact of adoption was not material.

ASU 2016-18 In the first quarter of 2018, we adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The standard requires companies to include restricted amounts with Cash & cash equivalents when reconciling the beginning and end of period total amounts shown on the Statements of Cash Flows. The impact of adoption was not material.

ASU 2018-02 In the first quarter of 2018, we early adopted ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The standard allows companies to reclassify from Accumulated other comprehensive income/loss to Retained earnings the difference between the historical corporate income tax rate of 35% and the 21% rate enacted in the Tax Cuts and Jobs Act (TCJA) in December 2017. This resulted in an increase of $2,997 to Retained earnings and an increase of $2,997 to Accumulated other comprehensive loss.

Significant Accounting Policies - Update

Our significant accounting policies are described in "Note 1: Summary of Significant Accounting Policies" of our Annual Report on Form 10-K for the year ended December 31, 2017. Our significant accounting policies described below reflect the impact of the adoption of Topic 606 in the first quarter of 2018.

Revenue and Related Cost Recognition

Commercial aircraft contracts The majority of our BCA segment revenue is derived from commercial aircraft contracts. For each contract, we determine the transaction price based on the consideration expected to be received. We allocate the transaction price to each commercial aircraft performance obligation based on relative standalone selling prices adjusted by an escalation formula as specified in the customer agreement. Revenue is recognized for each commercial aircraft performance obligation at the point in time when the aircraft is completed and accepted by the customer. We use program accounting to determine the amount reported as cost of sales.

Where an aircraft is still in our possession, and title and risk of loss has passed to the customer (known as a bill-and-hold arrangement), revenue will be recognized when all specific requirements for transfer of control under a bill-and-hold arrangement have been met.

Payments for commercial aircraft sales are received in accordance with the customer agreement, which generally includes a deposit upon order and additional payments in accordance with a payment schedule, with the balance being due immediately prior to or at aircraft delivery. Advances and progress billings (contract liabilities) are normal and customary for commercial aircraft contracts and not considered a significant financing component as they are intended to protect us from the other party failing to adequately complete some or all of its obligations under the contract.

Long-term contracts Substantially all contracts at BDS, certain military derivative aircraft contracts at BCA and certain contracts at BGS are long-term contracts with the U.S. government and other customers that generally extend over several years. Products sales under long-term contracts primarily include fighter jets, rotorcraft, cybersecurity products, surveillance suites, advanced weapons, missile defense, military derivative aircraft, satellite systems, and modification of commercial passenger aircraft to cargo freighters. Services

sales under long-term contracts primarily include support and maintenance agreements associated with our commercial and defense products and space travel on Commercial Crew.

For each long-term contract, we determine the transaction price based on the consideration expected to be received. We allocate the transaction price to each distinct performance obligation to deliver a good or service, or a collection of goods and/or services, based on the relative standalone selling prices. A long-term contract will typically represent a single distinct performance obligation due to the highly interdependent and interrelated nature of the underlying goods and/or services and the significant service of integration that we provide. While the scope and price on certain long-term contracts may be modified over their life, the transaction price is based on current rights and obligations under the contract and does not include potential modifications until they are agreed upon with the customer. When applicable, a cumulative adjustment or separate recognition for the additional scope and price may result. Long-term contracts can be negotiated with a fixed price or a price in which we are reimbursed for costs incurred plus an agreed upon profit. The Federal Acquisition Regulations provide guidance on the types of cost that will be reimbursed in establishing the price for contracts with the U.S. government. Certain long-term contracts include in the transaction price variable consideration, such as incentive and award fees, if specified targets are achieved. The amount included in the transaction price represents the expected value, based on a weighted probability, or the most likely amount.

Long-term contract revenue is recognized over the contract term (over time) as the work progresses, either as products are produced or as services are rendered. We generally recognize revenue over time as we perform on long-term contracts because of continuous transfer of control to the customer. For U.S. government contracts, this continuous transfer of control to the customer is supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. Similarly, for non-U.S. government contracts, the customer typically controls the work in process as evidenced either by contractual termination clauses or by our rights to payment of the transaction price associated with work performed to date on products or services that do not have an alternative use to the Company.

The accounting for long-term contracts involves a judgmental process of estimating total sales, costs and profit for each performance obligation. Cost of sales is recognized as incurred. The amount reported as revenues is determined by adding a proportionate amount of the estimated profit to the amount reported as cost of sales. Recognizing revenue as costs are incurred provides an objective measure of progress on the long-term contract and thereby best depicts the extent of transfer of control to the customer.

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 long-term contract’s percentage-of-completion. When the current estimates of total sales and costs for a long-term contract indicate a loss, a provision for the entire reach-forward loss on the long-term contract is recognized.

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

	Nine months ended September 30					Three months ended September 30
	2018			2017		2018			2017
Increase/(decrease) to Revenue		($14	)		$426		($59	)		($44	)
Increase/(decrease) to Earnings from Operations		($314	)		$207		($155	)		($215	)
Increase/(decrease) to Diluted EPS		($0.50	)		$0.24		($0.30	)		($0.25	)

Due to the significance of judgment in the estimation process changes in underlying assumptions/estimates, supplier performance, or circumstances may adversely or positively affect financial performance in future periods.

Payments under long-term contracts may be received before or after revenue is recognized. The U.S. government customer typically withholds payment of a small portion of the contract price until contract completion. Therefore, long-term contracts typically generate Unbilled receivables (contract assets) but may generate Advances and progress billings (contract liabilities). Long-term contract Unbilled receivables and Advances and progress billings are not considered a significant financing component because they are intended to protect either the customer or the Company in the event that some or all of the obligations under the contract are not completed.

Commercial spare parts contracts Certain contracts at our BGS segment include sales of commercial spare parts. For each contract, we determine the transaction price based on the consideration expected to be received. The spare parts have discrete unit prices that represent fair value. We generally consider each spare part to be a separate performance obligation. Revenue is recognized for each commercial spare part performance obligation at the point in time of delivery to the customer. We may provide our customers with a right to return a commercial spare part where a customer may receive a full or partial refund, a credit applied to amounts owed, a different product in exchange, or any combination of these items. We consider the potential for customer returns in the estimated transaction price. The amount reported as cost of sales is recorded at average cost. Payments for commercial spare parts sales are typically received shortly after delivery.

Other service revenue contracts Certain contracts at our BGS segment are for sales of services to commercial customers including maintenance, training, data analytics and information-based services. We recognize revenue for these service performance obligations over time as the services are rendered. The method of measuring progress (such as straight-line or billable amount) varies depending upon which method best depicts the transfer of control to the customer based on the type of service performed. Cost of sales is recorded as incurred.

Concession sharing arrangements We account for sales concessions to our customers in consideration of their purchase of products and services as a reduction of the transaction price and the revenue that is recognized for the related performance obligations. 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.

Unbilled Receivables and Advances and Progress Billings

Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which cannot yet be billed under terms of the contract with the customer. Advances and progress billings (contract liabilities) arise when the Company receives payments from customers in advance of recognizing revenue. The amount of Unbilled receivables or Advances and progress billings is determined for each contract.

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Impact of Adoption of New Standards Impact of Adoption of New Standards

9 Months Ended

Sep. 30, 2018

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

In the first quarter of 2018, we adopted the following ASUs: ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606); ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost; ASU 2016-18 Statement of Cash Flows (Topic 230) Restricted Cash; and ASU 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

The impact to our unaudited Condensed Consolidated Financial Statements as a result of adopting these standards was as follows:

Condensed Consolidated Statement of Operations (Unaudited)

	Nine months ended September 30, 2017									Three months ended September 30, 2017
(Dollars in millions)	Reported			Impact of New Standards			Restated			Reported			Impact of New Standards			Restated
Sales of products		$60,484			$1,183			$61,667			$21,825			($43	)		$21,782
Sales of services	7,540			28			7,568			2,484			(43		)	2,441
Total revenues	68,024			1,211			69,235			24,309			(86		)	24,223
Cost of products	(49,856		)	(1,080		)	(50,936		)	(18,050		)				(18,050		)
Cost of services	(5,730		)	(12		)	(5,742		)	(1,910		)	31			(1,879		)
Boeing Capital interest expense	(53		)				(53		)	(27		)				(27		)
Total costs and expenses	(55,639		)	(1,092		)	(56,731		)	(19,987		)	31			(19,956		)
	12,385			119			12,504			4,322			(55		)	4,267
Income from operating investments, net	169						169			49						49
General and administrative expense	(2,888		)	(2		)	(2,890		)	(915		)	(3		)	(918		)
Research and development expense, net	(2,418		)	1			(2,417		)	(767		)	(1		)	(768		)
Earnings from operations	7,248			118			7,366			2,689			(59		)	2,630
Other income, net	94			(3		)	91			45			(5		)	40
Interest and debt expense	(267		)				(267		)	(87		)				(87		)
Earnings before income taxes	7,075			115			7,190			2,647			(64		)	2,583
Income tax expense	(2,010		)	(42		)	(2,052		)	(794		)	21			(773		)
Net earnings		$5,065			$73			$5,138			$1,853			($43	)		$1,810
Basic earnings per share		$8.37			$0.12			$8.49			$3.10			($0.07	)		$3.03
Diluted earnings per share		$8.27			$0.12			$8.39			$3.06			($0.07	)		$2.99

Condensed Consolidated Statement of Financial Position

(Dollars in millions)	December 31, 2017
Assets	Reported			Impact of New Standards			Restated
Cash and cash equivalents		$8,813						$8,813
Short-term and other investments	1,179						1,179
Accounts receivable, net	10,516				($7,622	)	2,894
Unbilled receivables, net				8,194			8,194
Current portion of customer financing, net	309						309
Inventories	44,344			17,044			61,388
Other current assets				2,417			2,417
Total current assets	65,161			20,033			85,194
Customer financing, net	2,740			16			2,756
Property, plant and equipment, net	12,672						12,672
Goodwill	5,559						5,559
Acquired intangible assets, net	2,573						2,573
Deferred income taxes	341			(20		)	321
Investments	1,260						1,260
Other assets, net of accumulated amortization	2,027						2,027
Total assets		$92,333			$20,029			$112,362
Liabilities and equity
Accounts payable		$12,202						$12,202
Accrued liabilities	15,292				($2,223	)	13,069
Advances and billings in excess of related costs	27,440			(27,440		)
Advances and progress billings				48,042			48,042
Short-term debt and current portion of long-term debt	1,335						1,335
Total current liabilities	56,269			18,379			74,648
Deferred income taxes	1,839			349			2,188
Accrued retiree health care	5,545						5,545
Accrued pension plan liability, net	16,471						16,471
Other long-term liabilities	2,015						2,015
Long-term debt	9,782						9,782
Shareholders’ equity:
Common stock	5,061						5,061
Additional paid-in capital	6,804						6,804
Treasury stock, at cost	(43,454		)				(43,454		)
Retained earnings	45,320			4,298			49,618
Accumulated other comprehensive loss	(13,376		)	(2,997		)	(16,373		)
Total shareholders’ equity	355			1,301			1,656
Noncontrolling interests	57						57
Total equity	412			1,301			1,713
Total liabilities and equity		$92,333			$20,029			$112,362

Condensed Consolidated Statement of Cash Flows (Unaudited)

(Dollars in millions)	Nine months ended September 30, 2017
	Reported			Impact of New Standards			Restated
Cash flows - operating activities:
Net earnings		$5,065			$73			$5,138
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash items -
Share-based plans expense	151						151
Depreciation and amortization	1,487			(17		)	1,470
Investment/asset impairment charges, net	75						75
Customer financing valuation expense	4						4
Other charges and credits, net	190			6			196
Changes in assets and liabilities -
Accounts receivable	(1,983		)	1,425			(558		)
Unbilled receivables				(1,805		)	(1,805		)
Advances and progress billings				4,714			4,714
Inventories	254			(1,054		)	(800		)
Other current assets				(337		)	(337		)
Accounts payable	778			2			780
Accrued liabilities	112			(214		)	(102		)
Advances and billings in excess of related costs	2,828			(2,828		)
Income taxes receivable, payable and deferred	1,465			42			1,507
Other long-term liabilities	25						25
Pension and other postretirement plans	(550		)				(550		)
Customer financing, net	635			(1		)	634
Other	(96		)	(3		)	(99		)
Net cash provided by operating activities	10,440			3			10,443
Cash flows - investing activities:
Property, plant and equipment additions	(1,304		)				(1,304		)
Property, plant and equipment reductions	30						30
Contributions to investments	(2,847		)	32			(2,815		)
Proceeds from investments	2,612						2,612
Purchase of distribution rights	(131		)				(131		)
Other	4			3			7
Net cash used by investing activities	(1,636		)	35			(1,601		)
Cash flows - financing activities:
New borrowings	876						876
Debt repayments	(83		)				(83		)
Stock options exercised	291						291
Employee taxes on certain share-based payment arrangements	(118		)				(118		)
Common shares repurchased	(7,500		)				(7,500		)
Dividends paid	(2,575		)				(2,575		)
Net cash used by financing activities	(9,109		)				(9,109		)
Effect of exchange rate changes on cash & cash equivalents, including restricted	73						73
Net (decrease)/increase in cash & cash equivalents, including restricted	(232		)	38			(194		)
Cash & cash equivalents, including restricted*, at beginning of year	8,801			68			8,869
Cash & cash equivalents, including restricted*, at end of period		$8,569			$106		8,675
Less restricted cash & cash equivalents, included in Investments							106
Cash and cash equivalents at end of period								$8,569

* Reported balance excludes restricted amounts

Condensed Consolidated Statements of Equity (Unaudited)

	Boeing shareholders
(Dollars in millions)	Common Stock		Additional Paid-In Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss			Non- controlling Interests		Total
Balance at January 1, 2017, as reported		$5,061		$4,762		($36,097	)		$40,714		($13,623	)		$60		$877
Cumulative Impact of Topic 606 at 1/1/2016								901							901
Impact of Topic 606 on 2016 earnings								139							139
Balance at January 1, 2017, as restated		$5,061		$4,762		($36,097	)		$41,754		($13,623	)		$60		$1,917

	Boeing shareholders
(Dollars in millions)	Common Stock		Additional Paid-In Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss			Non- controlling Interests		Total
Balance at December 31, 2017, as reported		$5,061		$6,804		($43,454	)		$45,320		($13,376	)		$57		$412
Cumulative Impact of Topic 606 at 1/1/2016								901							901
Impact of Topic 606 on 2016 earnings								139							139
Impact of Topic 606 on 2017 earnings								261							261
Total impact of ASC 606 through December 31, 2017								1,301							1,301
Impact of ASU 2018-02								2,997		(2,997		)
Balance at December 31, 2017, as restated		$5,061		$6,804		($43,454	)		$49,618		($16,373	)		$57		$1,713

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Earnings Per Share

9 Months Ended

Sep. 30, 2018

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)	Nine months ended September 30				Three months ended September 30
	2018		2017		2018		2017
Net earnings		$7,036		$5,138		$2,363		$1,810
Less: earnings available to participating securities	5		4		2		2
Net earnings available to common shareholders		$7,031		$5,134		$2,361		$1,808
Basic
Basic weighted average shares outstanding	582.7		605.6		574.8		598.3
Less: participating securities	0.7		0.8		0.6		0.7
Basic weighted average common shares outstanding	582.0		604.8		574.2		597.6
Diluted
Basic weighted average shares outstanding	582.7		605.6		574.8		598.3
Dilutive potential common shares(1)	6.2		7.2		6.0		8.0
Diluted weighted average shares outstanding	588.9		612.8		580.8		606.3
Less: participating securities	0.7		0.8		0.6		0.7
Diluted weighted average common shares outstanding	588.2		612.0		580.2		605.6
Net earnings per share:
Basic		$12.08		$8.49		$4.11		$3.03
Diluted	11.95		8.39		4.07		2.99

⁽¹⁾  Diluted earnings per share includes any dilutive impact of stock options, restricted stock units, performance-based restricted stock units and performance awards.

The following table includes the number of shares that may be dilutive potential common shares in the future. These shares were not included in the computation of diluted earnings per share because the effect was either antidilutive or the performance condition was not met.

(Shares in millions)	Nine months ended September 30		Three months ended September 30
	2018	2017	2018	2017
Performance awards	2.6	4.6	2.2	3.4
Performance-based restricted stock units	0.3	0.6	0.2	0.1

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Income Taxes

9 Months Ended

Sep. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Our effective income tax rates were 6.9% and (10.8)% for the nine and three months ended September 30, 2018 and 28.5% and 29.9% for the same periods in the prior year. The 2018 tax rates reflect the enactment of the TCJA, which permanently reduced the U.S. corporate statutory rate from 35% to 21% effective January 1, 2018. The 2018 tax rates also reflect net favorable impacts of the TCJA provisions which effectively apply a lower U.S. tax rate to intangible income derived from serving non-U.S. markets and research and development credits. In the third quarter of 2018, $412 of additional tax benefits were recorded related to the settlement of the 2013-2014 federal tax audit. The 2017 tax rates reflect the 35% statutory tax rate reduced by tax benefits for research and development credits and U.S. manufacturing activity.

In 2017, in accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118, we recorded provisional amounts related to the TCJA, including the remeasurement of our U.S. net deferred tax liabilities and ancillary state tax effects, as well as the repatriation tax. We continue to refine our computation of the repatriation tax and evaluate regulatory guidance, which may result in changes to our tax estimates.

Federal income tax audits have been settled for all years prior to 2015. The Internal Revenue Service (IRS) is expected to begin the 2015-2017 federal tax audit in the first quarter of 2019. We are also subject to examination in major state and international jurisdictions for the 2001-2016 tax years. We believe appropriate provisions for all outstanding tax issues have been made for all jurisdictions and all open years.

Audit outcomes and the timing of audit settlements are subject to significant uncertainty. It is reasonably possible that within the next 12 months unrecognized tax benefits related to state matters under audit may decrease by up to $445 based on current estimates.

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Inventories

9 Months Ended

Sep. 30, 2018

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consisted of the following:

	September 30 2018		December 31 2017
Long-term contracts in progress		$1,908		$1,854
Commercial aircraft programs	53,568		52,861
Commercial spare parts, used aircraft, general stock materials and other	6,562		6,673
Total		$62,038		$61,388

Long-Term Contracts in Progress

Long-term contracts in progress includes Delta launch program inventory that is being sold at cost to United Launch Alliance (ULA) under an inventory supply agreement that terminates on March 31, 2021. The inventory balance was $227 and $284 at September 30, 2018 and December 31, 2017. See indemnifications to ULA in Note 11.

Included in inventories are capitalized precontract costs of $663 at September 30, 2018 primarily related to the KC-46A Tanker and $933 at December 31, 2017 primarily related to the KC-46A Tanker, C-17 and F/A-18. See Note 10.

Commercial Aircraft Programs

At September 30, 2018 and December 31, 2017, commercial aircraft programs inventory included the following amounts related to the 787 program: $28,905 and $30,695 of work in process (including deferred production costs of $23,584 and $25,358), $2,485 and $3,189 of supplier advances, and $2,774 and $3,173 of unamortized tooling and other non-recurring costs. At September 30, 2018, $19,786 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 $6,572 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

At September 30, 2018 and December 31, 2017, commercial aircraft programs inventory included $125 and $151 of unamortized tooling costs related to the 747 program. At September 30, 2018, $119 of unamortized tooling costs are expected to be recovered from units included in the program accounting quantity that have firm orders or commitments. At September 30, 2018, the program accounting quantity includes one already completed aircraft which is being remarketed.

Commercial aircraft programs inventory included amounts credited in cash or other consideration (early issue sales consideration) to airline customers totaling $2,896 and $2,976 at September 30, 2018 and December 31, 2017.

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Contracts with Customers (Notes)

9 Months Ended

Sep. 30, 2018

Revenue from Contract with Customer [Abstract]

Long-term Contracts or Programs Disclosure [Text Block]

Contracts with Customers

Unbilled receivables increased from $8,194 at December 31, 2017 to $9,936 at September 30, 2018, primarily driven by revenue recognized at BDS and BCA in excess of billings.

Advances and progress billings increased from $48,042 at December 31, 2017 to $51,496 at September 30, 2018, primarily driven by advances on orders received in excess of revenue recognized at BCA.

In the nine and three months ended September 30, 2018, we recognized revenue of $19,006 and $6,249 related to our Advances and progress billings at January 1, 2018. In the nine and three months ended September 30, 2017, we recognized revenue of $17,696 and $6,009 related to our Advances and progress billings at January 1, 2017.

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Customer Financing

9 Months Ended

Sep. 30, 2018

Customer Financing [Abstract]

Customer Financing

Customer Financing

Customer financing primarily relates to the Boeing Capital (BCC) segment. Prior period amounts have been adjusted to conform with the current year presentation as a result of the adoption of Topic 606. Customer financing consisted of the following:

	September 30 2018			December 31 2017
Financing receivables:
Investment in sales-type/finance leases		$1,153			$1,364
Notes	987			1,022
Total financing receivables	2,140			2,386
Operating lease equipment, at cost, less accumulated depreciation of $204 and $305	1,085			691
Gross customer financing	3,225			3,077
Less allowance for losses on receivables	(9		)	(12		)
Total		$3,216			$3,065

We determine a receivable is impaired when, based on current information and events, it is probable that we will be unable to collect amounts due according to the original contractual terms. At September 30, 2018 and December 31, 2017, we individually evaluated for impairment customer financing receivables of $411 and $422, of which $400 and $411 were determined to be impaired. We recorded no allowance for losses on these impaired receivables as the collateral values exceeded the carrying values of the receivables.

The adequacy of the allowance for losses is assessed quarterly. Three primary factors influencing the level of our allowance for losses on customer financing receivables are customer credit ratings, default rates and collateral values. We assign internal credit ratings for all customers and determine the creditworthiness of each customer based upon publicly available information and information obtained directly from our customers. Our rating categories are comparable to those used by the major credit rating agencies.

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

Rating categories	September 30 2018		December 31 2017
BBB		$1,001		$1,170
BB	443		627
B	286		177
CCC	410		412
Total carrying value of financing receivables		$2,140		$2,386

At September 30, 2018, our allowance related to receivables with ratings of B, BB and BBB. We applied default rates that averaged 23.9%, 6.7% and 0.7%, respectively, to the exposure associated with those receivables.

Customer Financing Exposure

Customer financing is collateralized by security in the related asset. The value of the collateral is closely tied to commercial airline performance and overall market conditions and may be subject to reduced valuation with market decline. Declines in collateral values could result in asset impairments, reduced finance lease income, and an increase in the allowance for losses. Our customer financing collateral is concentrated in out-of-production aircraft and 747-8 aircraft. Generally, out-of-production aircraft have experienced greater collateral value declines than in-production aircraft.

The majority of customer financing carrying values are concentrated in the following aircraft models:

	September 30 2018		December 31 2017
717 Aircraft ($226 and $269 accounted for as operating leases)		$963		$1,081
747-8 Aircraft ($134 and $138 accounted for as operating leases)	478		483
737 Aircraft ($267 and $127 accounted for as operating leases)	330		161
MD-80 Aircraft (accounted for as sales-type finance leases)	207		231
757 Aircraft ($25 and $27 accounted for as operating leases)	204		217
747-400 Aircraft ($56 and $88 accounted for as operating leases)	131		170
787 Aircraft (accounted for as notes)	115
777 Aircraft ($72 and $0 accounted for as operating leases)	83		14
767 Aircraft ($0 and $25 accounted for as operating leases)			98

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Investments

9 Months Ended

Sep. 30, 2018

Investments [Abstract]

Investments

Investments

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

	September 30 2018		December 31 2017
Equity method investments (1)		$1,149		$1,214
Time deposits	1,343		613
Available for sale debt instruments	480		490
Restricted cash & cash equivalents(2)	128		74
Equity and other investments	46		48
Total		$3,146		$2,439

⁽¹⁾  Dividends received were $222 and $79 for the nine and three months ended September 30, 2018 and $195 and $47 during the same periods in the prior year.

⁽²⁾ 

Reflects amounts restricted in support of our workers’ compensation programs, employee benefit programs, and insurance premiums.

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Other Assets

9 Months Ended

Sep. 30, 2018

Other Assets [Abstract]

Other Assets

Other Assets

Sea Launch

At September 30, 2018 and December 31, 2017, Other assets included $295 and $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. At September 30, 2018, the net amounts owed to Boeing by each of the partners were as follows: S.P. Koroley Rocket and Space Corporation Energia of Russia (RSC Energia) – $162, PO Yuzhnoye Mashinostroitelny Zavod of Ukraine – $89 and KB Yuzhnoye of Ukraine – $44.

In 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. In 2016, the United States District Court for the Central District of California issued a judgment in favor of Boeing. Later that year, we reached an agreement which we believe will enable us to recover the outstanding receivable balance from RSC Energia over the next several years. We continue to pursue collection efforts against the former Ukrainian partners in connection with the court judgment. We continue to believe the partners have the financial wherewithal to pay and intend to pursue vigorously all of our rights and remedies. In the event we are unable to secure reimbursement from RSC Energia and the Ukrainian Sea Launch partners, we could incur additional charges.

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Commitments And Contingencies

9 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

Commitments and Contingencies

Environmental

The following table summarizes environmental remediation activity during the nine months ended September 30, 2018 and 2017.

	2018			2017
Beginning balance – January 1		$524			$562
Reductions for payments made	(17		)	(25		)
Changes in estimates	61			6
Ending balance – September 30		$568			$543

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 becau

se of regulatory agency orders and directives, changes in laws and/or regulations, higher than expected costs and/or the discovery of new or additional contamination. As part of our estimating process, we develop a range of reasonably possible alternate scenarios that includes the high end of a range of reasonably possible cost estimates for all remediation sites for which we have sufficient information based on our experience and existing laws and regulations. There are some potential remediation obligations where the costs of remediation cannot be reasonably estimated. At September 30, 2018 and December 31, 2017, the high end of the estimated range of reasonably possible remediation costs exceeded our recorded liabilities by $800 and $868.

Product Warranties

The following table summarizes product warranty activity recorded during the nine months ended September 30, 2018 and 2017.

	2018			2017
Beginning balance – January 1		$1,211			$1,414
Additions for current year deliveries	176			183
Reductions for payments made	(135		)	(193		)
Changes in estimates	(151		)	(213		)
Ending balance – September 30		$1,101			$1,191

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 September 30, 2018 have expiration dates from 2018 through 2028. At September 30, 2018, and December 31, 2017 total contractual trade-in commitments were $1,726 and $1,462. As of September 30, 2018 and December 31, 2017, we estimated that it was probable we would be obligated to perform on certain of these commitments with net amounts payable to customers totaling $371 and $155 and the fair value of the related trade-in aircraft was $361 and $155.

Financing Commitments

Financing commitments related to aircraft on order, including options and those proposed in sales campaigns, and refinancing of delivered aircraft, totaled $19,744 and $10,221 as of September 30, 2018 and December 31, 2017. The estimated earliest potential funding dates for these commitments as of September 30, 2018 are as follows:

	Total
October through December 2018		$326
2019	2,736
2020	3,559
2021	2,796
2022	1,567
Thereafter	8,760
		$19,744

As of September 30, 2018, $18,540 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 $3,762 and $3,708 as of September 30, 2018 and December 31, 2017.

Commitments to ULA

We and Lockheed Martin Corporation have each committed to provide ULA with additional capital contributions in the event ULA does not have sufficient funds to make a required payment to us under an inventory supply agreement. As of September 30, 2018, ULA’s total remaining obligation to Boeing under the inventory supply agreement was $120. See Note 5.

United States Government Defense Environment Overview

The Bipartisan Budget Act of 2018, passed in February 2018, raised the 2011 Budget Control Act spending caps for fiscal years 2018 and 2019 (FY18 and FY19). The consolidated spending bills signed into law in September 2018 provide defense funding for FY19, in compliance with the revised caps. These bills also provided FY19 appropriations for most of the federal government. The remaining parts of the federal government, including the National Aeronautics and Space Administration (NASA), were funded with a Continuing Resolution that maintains current funding levels through December 7, 2018. If Congress is unable to pass appropriations bills to fund these agencies for the remainder of FY19 before the expiration of the current Continuing Resolution, a partial government shutdown could result, which could impact the Company’s operations.

There continues to be uncertainty with respect to future program-level appropriations for the U.S. DoD and other government agencies, including NASA. The 2011 Budget Control Act continues to mandate limits on U.S. government discretionary spending for fiscal years 2020 and 2021 (FY20 and FY21). The lower budget caps will take effect again in FY20 and FY21 unless Congress acts to raise the spending caps or to repeal or suspend the law. As a result, continued budget uncertainty and the risk of future sequestration cuts remain. Future budget cuts or investment priority changes 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.

BDS Fixed-Price Development Contracts

Fixed-price development work is inherently uncertain and subject to significant variability in estimates of the cost and time required to complete the work. BDS fixed-price contracts with significant development work include Commercial Crew, Saudi F-15, USAF KC-46A Tanker, T-X Trainer, VC-25B Presidential Aircraft, MQ-25 unmanned aerial refueling aircraft, and commercial and military satellites. The operational and technical complexities of these contracts create financial risk, which could trigger termination provisions, order cancellations or other financially significant exposure. Changes to cost and revenue estimates could result in lower margins or material charges for reach-forward losses. For example, we have recorded reach-forward losses on the KC-46A Tanker in 2018 as well as in prior years, and we continue to have risk for further losses if we experience further production, technical or quality issues, and delays in flight testing, certification and/or delivery. In addition, in the third quarter of 2018, in connection with winning the T-X and MQ-25 competitions, we recorded a loss of $400 associated with options for 346 T-X Trainer aircraft and a loss of $291 related to the MQ-25 Engineering, Manufacturing and Development (EMD) contract. Moreover, our fixed-price development programs remain subject to additional reach-forward losses if we experience further technical or quality issues, schedule delays, or increased costs. 

KC-46A Tanker

In 2011, we were awarded a contract from the U.S. Air Force (USAF) to design, develop, manufacture and deliver four next generation aerial refueling tankers. This EMD contract is a fixed-price incentive fee contract valued at $4.9 billion and involves highly complex designs and systems integration. In 2016, the USAF authorized two low rate initial production (LRIP) lots for 7 and 12 aircraft valued at $2.8 billion. In January 2017, the USAF authorized an additional LRIP lot for 15 aircraft valued at $2.1 billion. On September 10, 2018, the USAF authorized an additional 18 aircraft valued at $2.9 billion. At September 30, 2018, we had approximately $368 of capitalized precontract costs and $1,341 of potential termination liabilities to suppliers.

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.

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Arrangements With Off-Balance Sheet Risk

9 Months Ended

Sep. 30, 2018

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
	September 30 2018		December 31 2017		September 30 2018		December 31 2017		September 30 2018		December 31 2017
Contingent repurchase commitments		$1,729		$1,605		$1,729		$1,605				$9
Indemnifications to ULA:
Contributed Delta program launch inventory	52		72
Contract pricing	261		261							$7	7
Other Delta contracts	176		191
Credit guarantees	106		109		51		55		16		16

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. ULA has yet to consume $327 of inventory associated with sold missions.

We agreed to indemnify ULA against potential losses that ULA may incur in the event ULA is unable to obtain certain additional contract pricing from the USAF for certain satellite missions. In 2009, ULA, through its subsidiary United Launch Services, filed a claim and notice of appeal before the Armed Services Board of Contract Appeals (ASBCA) for a contract adjustment for the price of these missions. In 2016, the ASBCA ruled that ULA is entitled to additional contract pricing for these missions and remanded to the parties to

negotiate appropriate pricing. If ULA is ultimately unsuccessful in obtaining additional pricing, we may be responsible for an indemnification payment up to $261 and may record up to $280 in pre-tax losses associated with these missions.

Potential payments for Other Delta contracts include $85 related to deferred support costs and $91 related to deferred production costs. In June 2011, the Defense Contract Management Agency (DCMA) notified ULA that it had determined that $271 of deferred support costs are not recoverable under government contracts. In December 2011, the DCMA notified ULA of the potential non-recoverability of an additional $114 of deferred production costs. ULA and Boeing believe that all costs are recoverable and in November 2011, ULA filed a certified claim with the USAF for collection of deferred support and production costs. The USAF issued a final decision denying ULA’s certified claim in May 2012. In 2012, Boeing and ULA, through its subsidiary United Launch Services, filed a suit in the Court of Federal Claims seeking recovery of the deferred support and production costs from the U.S. government, which subsequently 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. The discovery phase of the litigation completed in 2017. Boeing filed a motion for summary judgment for full recovery of its costs on November 17, 2017, asking the court to award full recovery without a trial. The court denied Boeing’s motion on August 29, 2018, holding that a trial is necessary. Boeing has asked the court to allow an immediate appeal of its decision before trial to the U.S. Court of Appeals for the Federal Circuit. If, contrary to our belief, it is determined that some or all of the deferred support or production costs are not recoverable, we could be required to record pre-tax losses and make indemnification payments to ULA for up to $317 of the costs questioned by the DCMA.

Other Indemnifications In conjunction with our sales of Electron Dynamic Devices, Inc. and Rocketdyne Propulsion and Power businesses and our BCA facilities in Wichita, Kansas and Tulsa and McAlester, Oklahoma, we agreed to indemnify, for an indefinite period, the buyers for costs relating to pre-closing environmental conditions and certain other items. We are unable to assess the potential number of future claims that may be asserted under these indemnifications, nor the amounts thereof (if any). As a result, we cannot estimate the maximum potential amount of future payments under these indemnities and therefore, no liability has been recorded. To the extent that claims have been made under these indemnities and/or are probable and reasonably estimable, liabilities associated with these indemnities are included in the environmental liability disclosure in Note 10.

Credit Guarantees We have issued credit guarantees where we are obligated to make payments to a guaranteed party in the event that the original lessee or debtor does not make payments or perform certain specified services. Generally, these guarantees have been extended on behalf of guaranteed parties with less than investment-grade credit and are collateralized by certain assets. Current outstanding credit guarantees expire through 2036.

Strategic Partnership with Embraer

On July 5, 2018, we and Embraer S.A. (Embraer) announced the signing of a Memorandum of Understanding to establish a strategic partnership between the two companies. The non-binding agreement proposes the formation of a joint venture comprising the commercial aircraft and services business of Embraer, which joint venture would be owned 80 percent by us. The transaction values 100 percent of Embraer’s commercial aircraft operations at $4.75 billion and contemplates a value of $3.8 billion for our 80 percent ownership stake in the joint venture. We expect to work with Embraer to finalize the financial and operational details of the strategic partnership and negotiate definitive transaction agreements in the coming months. Once definitive transaction agreements have been executed, the transaction would then be subject to shareholder and regulatory approvals, including approval from the Government of Brazil, as well as other customary closing conditions. Assuming approvals are received in a timely manner, we expect that the transaction will close by the end of 2019.

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Debt	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	On February 23, 2018, we issued $1,400 of fixed rate senior notes consisting of $350 due March 1, 2023 that bear an annual interest rate of 2.8%, $350 due March 1, 2028 that bear an annual interest rate of 3.25%, $350 due March 1, 2038 that bear an annual interest rate of 3.55%, and $350 due March 1, 2048 that bear an annual interest rate of 3.625%. The notes are unsecured senior obligations and rank equally in right of payment with our existing and future unsecured and unsubordinated indebtedness. The net proceeds of the issuance totaled $1,338, after deducting underwriting discounts, commissions and offering expenses.

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Postretirement Plans

9 Months Ended

Sep. 30, 2018

Retirement Benefits [Abstract]

Postretirement Plans

Postretirement Plans

The components of net periodic benefit cost were as follows:

	Nine months ended September 30						Three months ended September 30
Pension Plans	2018			2017			2018			2017
Service cost		$322			$301			$107			$100
Interest cost	2,086			2,243			696			747
Expected return on plan assets	(3,007		)	(2,883		)	(1,002		)	(961		)
Amortization of prior service credits	(42		)	(29		)	(14		)	(9		)
Recognized net actuarial loss	847			603			282			201
Settlement/curtailment/other losses	43			1
Net periodic benefit cost		$249			$236			$69			$78
Net periodic benefit cost included in Earnings from operations		$237			$376			$79			$123
Net periodic benefit cost included in Other income/(loss), net	(98		)	(88		)	(50		)	(26		)
Net periodic benefit cost included in Earnings before income taxes		$139			$288			$29			$97

	Nine months ended September 30						Three months ended September 30
Other Postretirement Plans	2018			2017			2018			2017
Service cost		$71			$80			$24			$27
Interest cost	145			171			48			57
Expected return on plan assets	(6		)	(5		)	(2		)	(1		)
Amortization of prior service credits	(94		)	(102		)	(31		)	(34		)
Recognized net actuarial (gain)/loss	(8		)	8			(3		)	2
Net periodic benefit cost		$108			$152			$36			$51
Net periodic benefit cost included in Earnings from operations		$63			$78			$21			$25
Net periodic benefit cost included in Other income/(loss), net	77			91			29			31
Net periodic benefit cost included in Earnings before income taxes		$140			$169			$50			$56

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Share-Based Compensation And Other Compensation Arrangements

9 Months Ended

Sep. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation And Other Compensation Arrangements

Share-Based Compensation and Other Compensation Arrangements

Restricted Stock Units

On February 26, 2018, we granted to our executives 260,730 restricted stock units (RSUs) as part of our long-term incentive program with a grant date fair value of $361.13 per unit. The RSUs granted under this program will vest and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date.

Performance-Based Restricted Stock Units

On February 26, 2018, we granted to our executives 241,284 performance-based restricted stock units (PBRSUs) as part of our long-term incentive program with a grant date fair value of $390.27 per unit. Compensation expense for the award is recognized over the three-year performance period based upon the grant date fair value estimated using a Monte-Carlo simulation model. The model used the following assumptions: expected volatility of 22.11% based upon historical stock volatility, a risk-free interest rate of 2.36%, and no expected dividend yield because the units earn dividend equivalents.

Performance Awards

On February 26, 2018, we granted to our executives performance awards as part of our long-term incentive program with a payout based on the achievement of financial goals for the three-year period ending December 31, 2020. At September 30, 2018, the minimum payout amount is $0 and the maximum amount we could be required to pay out is $370.

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Shareholders' Equity

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss (AOCI) by component for the nine and three months ended September 30, 2018 and 2017 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, 2017		($143	)		($2	)		($127	)		($13,351	)			($13,623	)
Other comprehensive income before reclassifications	121						111			1				233
Amounts reclassified from AOCI							44			310			(2)	354
Net current period Other comprehensive income	121						155			311				587
Balance at September 30, 2017		($22	)		($2	)		$28			($13,040	)			($13,036	)
Balance at January 1, 2018		($15	)		($2	)		$54			($16,410	)			($16,373	)
Other comprehensive (loss)/income before reclassifications	(55		)	3			(97		)	(3		)		(152		)
Amounts reclassified from AOCI							19			557			(2)	576
Net current period Other comprehensive (loss)/income	(55		)	3			(78		)	554				424
Balance at September 30, 2018		($70	)		$1			($24	)		($15,856	)			($15,949	)
Balance at June 30, 2017		($66	)		($2	)		($22	)		($13,144	)			($13,234	)
Other comprehensive income before reclassifications	44						40							84
Amounts reclassified from AOCI							10			104			(2)	114
Net current period Other comprehensive income	44						50			104				198
Balance at September 30, 2017		($22	)		($2	)		$28			($13,040	)			($13,036	)
Balance at June 30, 2018		($72	)		$1			($29	)		($16,039	)			($16,139	)
Other comprehensive (loss)/income before reclassifications	2						(4		)	(1		)		(3		)
Amounts reclassified from AOCI							9			184			(2)	193
Net current period Other comprehensive income	2						5			183				190
Balance at September 30, 2018		($70	)		$1			($24	)		($15,856	)			($15,949	)

⁽¹⁾     Net of tax.

⁽²⁾    Primarily relates to amortization of actuarial losses for the nine and three months ended September 30, 2017 totaling $394 and $131 (net of tax of ($217) and ($72)) and for the nine and three months ended September 30, 2018 totaling $657 and $219 (net of tax of ($182) and ($60)). These are included in the net periodic pension cost.

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

Cash Flow Hedges

Our cash flow hedges include foreign currency forward contracts and commodity purchase contracts. We use foreign currency forward contracts to manage currency risk associated with certain transactions, specifically forecasted sales and purchases made in foreign currencies. Our foreign currency contracts hedge forecasted transactions through 2024. We use commodity derivatives, such as fixed-price purchase commitments to hedge against potentially unfavorable price changes for items used in production. Our commodity contracts hedge forecasted transactions through 2021.

Fair Value Hedges

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

Derivative Instruments Not Receiving Hedge Accounting Treatment

We have entered into agreements to purchase and sell aluminum to address long-term strategic sourcing objectives and non-U.S. business requirements. These agreements are derivative instruments for accounting purposes. The quantities of aluminum in these agreements offset and are priced at prevailing market prices. We also hold certain foreign currency forward contracts which do not qualify for hedge accounting treatment.

Notional Amounts and Fair Values

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

	Notional amounts (1)				Other assets						Accrued liabilities
	September 30 2018		December 31 2017		September 30 2018			December 31 2017			September 30 2018			December 31 2017
Derivatives designated as hedging instruments:
Foreign exchange contracts		$2,781		$2,930		$48			$131			($73	)		($63	)
Interest rate contracts	125		125		1			3
Commodity contracts	40		56		5			4			(4		)	(6		)
Derivatives not receiving hedge accounting treatment:
Foreign exchange contracts	591		406		8			16			(11		)	(5		)
Commodity contracts	614		563
Total derivatives		$4,151		$4,080		$62			$154			($88	)		($74	)
Netting arrangements					(30		)	(61		)	30			61
Net recorded balance						$32			$93			($58	)		($13	)

⁽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: 

	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Effective portion recognized in Other comprehensive income, net of taxes:
Foreign exchange contracts		($100	)		$116			($7	)		$40
Commodity contracts	3			(5		)	3
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes:
Foreign exchange contracts	(20		)	(43		)	(11		)	(11		)
Commodity contracts	1			(1		)	2			1
Forward points recognized in Other income, net:
Foreign exchange contracts	5			3						1
Undesignated derivatives recognized in Other income, net:
Foreign exchange contracts	(2		)	6			(1		)	1

Based on our portfolio of cash flow hedges, we expect to reclassify losses of $16 (pre-tax) out of Accumulated other comprehensive loss into earnings during the next 12 months. Ineffectiveness related to our hedges recognized in Other income was insignificant for the nine months ended September 30, 2018 and 2017.

We have derivative instruments with credit-risk-related contingent features. For foreign exchange contracts with original maturities of at least five years, our derivative counterparties could require settlement if we default on our five-year credit facility. For certain commodity contracts, our counterparties could require collateral posted in an amount determined by our credit ratings. The fair value of foreign exchange and commodity contracts that have credit-risk-related contingent features that are in a net liability position at September 30, 2018 was $17. At September 30, 2018, there was no collateral posted related to our derivatives.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs. The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

	September 30, 2018								December 31, 2017
	Total			Level 1		Level 2			Total			Level 1		Level 2
Assets
Money market funds		$2,263			$2,263					$1,582			$1,582
Available-for-sale debt investments:
Commercial paper	97						$97		70						$70
Corporate notes	384					384			382					382
U.S. government agencies	18					18			47					47
Other equity investments	14			14					18			18
Derivatives	32					32			93					93
Total assets		$2,808			$2,277		$531			$2,192			$1,600		$592
Liabilities
Derivatives		($58	)				($58	)		($13	)				($13	)
Total liabilities		($58	)				($58	)		($13	)				($13	)

Money market funds, available-for-sale debt investments and equity securities are valued using a market approach based on the quoted market prices or broker/dealer quotes of identical or comparable instruments.

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

Certain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). The following table presents the nonrecurring losses recognized for the nine months ended September 30 due to long-lived asset impairment and the fair value and asset classification of the related assets as of the impairment date:

	2018					2017
	Fair Value		Total Losses			Fair Value		Total Losses
Operating lease equipment		$45		($16	)		$89		($31	)
Investments			(47		)	1		(30		)
Property, plant and equipment						8		(2		)
Acquired intangible assets						14		(1		)
Total		$45		($63	)		$112		($64	)

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

For Level 3 assets that were measured at fair value on a nonrecurring basis during the nine months ended September 30, 2018, 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	$45	Market approach	Aircraft value publications	$41 - $63(1) Median $46
			Aircraft condition adjustments	($4) - $3(2) Net ($1)

⁽¹⁾  The range represents the sum of the highest and lowest values for all aircraft subject to fair value measurement, according to the third party aircraft valuation publications that we use in our valuation process.

⁽²⁾  The negative amount represents the sum for all aircraft subject to fair value measurement, of all downward adjustments based on consideration of individual aircraft attributes and condition. The positive amount represents the sum of all such upward adjustments.

Fair Value Disclosures

The fair values and related carrying values of financial instruments that are not required to be remeasured at fair value on the Condensed Consolidated Statements of Financial Position were as follows:

	September 30, 2018
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Notes receivable, net		$987			$1,006				$1,006
Liabilities
Debt, excluding capital lease obligations and commercial paper	(11,131		)	(12,066		)		(11,974		)		($92	)

	December 31, 2017
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Notes receivable, net		$1,022			$1,046				$1,046
Liabilities
Debt, excluding capital lease obligations and commercial paper	(10,380		)	(11,923		)		(11,823		)		($100	)

The fair values of notes receivable are estimated with discounted cash flow analysis using interest rates currently offered on loans with similar terms to borrowers of similar credit quality. The fair value of our debt that is traded in the secondary market is classified as Level 2 and is based on current market yields. For our debt that is not traded in the secondary market, the fair value is classified as Level 2 and is based on our indicative borrowing cost derived from dealer quotes or discounted cash flows. The fair values of our debt classified as Level 3 are based on discounted cash flow models using the implied yield from similar securities. With regard to other financial instruments with off-balance sheet risk, it is not practicable to estimate the fair value of our indemnifications and financing commitments because the amount and timing of those

arrangements are uncertain. Items not included in the above disclosures include cash, restricted cash, time deposits and other deposits, commercial paper, money market funds, Accounts receivable, Unbilled receivables, Accounts payable and long-term payables. The carrying values of those items, as reflected in the Condensed Consolidated Statements of Financial Position, approximate their fair value at September 30, 2018 and December 31, 2017. 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

9 Months Ended

Sep. 30, 2018

Legal Proceedings [Abstract]

Legal Proceedings

Legal Proceedings

Various legal proceedings, claims and investigations related to products, contracts, employment and other matters are pending against us.

In addition, we are subject to various U.S. government inquiries and investigations from which civil, criminal or administrative proceedings could result or have resulted in the past. Such proceedings involve or could involve claims by the government for fines, penalties, compensatory and treble damages, restitution and/or forfeitures. Under government regulations, a company, or one or more of its operating divisions or subdivisions, can also be suspended or debarred from government contracts, or lose its export privileges, based on the results of investigations. We believe, based upon current information, that the outcome of any such legal proceeding, claim, or government dispute and investigation will not have a material effect on our financial position, results of operations, or cash flows.

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Segment and Revenue Information

9 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Segment and Revenue Information

Segment and Revenue Information

Our primary profitability measurements to review a segment’s operating results are Earnings from operations and operating margins. We operate in four reportable segments: BCA, BDS, BGS, and BCC. All other activities fall within Unallocated items, eliminations and other. See page 6 for the Summary of Business Segment Data, which is an integral part of this note.

BCA develops, produces and markets commercial jet aircraft principally to the commercial airline industry worldwide. Revenue on commercial aircraft contracts is recognized at the point in time when an aircraft is completed and accepted by the customer. Revenue on certain military derivative aircraft contracts is recognized over time as costs are incurred.

BDS is engaged in the research, development, production and modification of the following products and related services: manned and unmanned military aircraft and weapons systems, surveillance and engagement, strategic defense and intelligence systems, satellite systems and space exploration. BDS revenue is generally recognized over the contract term (over time) as costs are incurred.

BGS provides parts, maintenance, modifications, logistics support, training, data analytics and information-based services to commercial and government customers worldwide. Revenue on commercial spare parts contracts is recognized at the point in time when a spare part is delivered to the customer. Revenue on other contracts is generally recognized over the contract term (over time) as costs are incurred.

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

The following tables present BCA, BDS and BGS revenues from contracts with customers disaggregated in a number of ways, such as geographic location, contract type and the method of revenue recognition. We believe these best depict how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors.

BCA revenues by customer location consist of the following:

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenue from contracts with customers:
Europe		$7,189			$6,519			$1,882			$1,754
China	9,433			7,510			4,677			4,016
Asia, other than China	5,966			4,981			1,886			1,898
Middle East	3,931			7,157			1,598			2,577
Other	3,598			2,773			1,098			601
Total non-U.S. revenues	30,117			28,940			11,141			10,846
United States	12,170			12,120			3,821			3,872
Total revenues from contracts with customers	42,287			41,060			14,962			14,718
Intersegment revenues, eliminated on consolidation	1,122			1,566			314			675
Total segment revenues		$43,409			$42,626			$15,276			$15,393
Revenue recognized on fixed price contracts	100		%	100		%	100		%	100		%
Revenue recognized at a point in time	94		%	94		%	91		%	95		%

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

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenue from contracts with customers:
U.S. customers		$12,201			$11,924			$4,178			$3,917
Non U.S. customers(1)	4,883			3,380			1,551			1,133
Total segment revenue from contracts with customers		$17,084			$15,304			$5,729			$5,050
Revenue recognized over time	98		%	98		%	97		%	98		%
Revenue recognized on fixed-price contracts	65		%	64		%	64		%	63		%
Revenue from the U.S. government(1)	86		%	88		%	85		%	85		%

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

BGS revenues consist of the following:

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenue from contracts with customers:
Commercial		$7,276			$5,682			$2,431			$1,950
Government	4,703			5,064			1,608			1,617
Total revenues from contracts with customers	11,979			10,746			4,039			3,567
Intersegment revenues eliminated on consolidation	145			38			52			12
Total segment revenues		$12,124			$10,784			$4,091			$3,579
Revenue recognized at a point in time	52		%	48		%	51		%	48		%
Revenue recognized on fixed-price contracts	88		%	89		%	85		%	89		%
Revenue from the U.S. government(1)	32		%	40		%	32		%	38		%

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

Backlog

Our total backlog represents the estimated transaction prices on performance obligations to our customers for which work remains to be performed. Backlog is converted into revenue in future periods as work is performed, primarily based on the cost incurred or at delivery and acceptance of products, depending on the applicable accounting method.

Our backlog at September 30, 2018 was $491,179. We expect approximately 24% to be converted to revenue through 2019 and approximately 69% through 2022, with the remainder thereafter.

Unallocated Items, Eliminations and other

Unallocated items, eliminations and other include common internal services that support Boeing’s global business operations, intercompany guarantees provided to BCC and eliminations of certain sales between segments. We generally allocate costs to business segments based on the U.S. federal cost accounting standards. Components of Unallocated items, eliminations and other are shown in the following table.

	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Share-based plans		($60	)		($67	)		($24	)		($21	)
Deferred compensation	(112		)	(174		)	(56		)	(78		)
Amortization of previously capitalized interest	(67		)	(68		)	(19		)	(22		)
Eliminations and other unallocated items	(929		)	(462		)	(359		)	(112		)
Unallocated items, eliminations and other		($1,168	)		($771	)		($458	)		($233	)
Pension FAS/CAS service cost adjustment		$780			$811			$260			$271
Postretirement FAS/CAS service cost adjustment	239			238			77			75
FAS/CAS service cost adjustment		$1,019			$1,049			$337			$346

Pension and Other Postretirement Benefit Expense

Pension costs, comprising GAAP service and prior service costs, are allocated to BCA and the commercial operations at BGS. Pension costs are allocated to BDS and BGS businesses supporting government customers using U.S. Government Cost Accounting Standards (CAS), which employ different actuarial assumptions and accounting conventions than GAAP. These costs are allocable to government contracts. Other postretirement benefit costs are allocated to business segments based on CAS, which is generally based on benefits paid. FAS/CAS service cost adjustment represents the difference between the FAS pension and postretirement service costs calculated under GAAP and costs allocated to the business segments. Non-operating pension and postretirement expenses represent the components of net periodic benefit costs other than service cost. These expenses are included in Other income, net.

Assets

Segment assets are summarized in the table below:

	September 30 2018		December 31 2017
Commercial Airplanes		$65,509		$64,647
Defense, Space & Security	18,688		18,476
Global Services	12,843		12,491
Boeing Capital	3,120		3,156
Unallocated items, eliminations and other	14,499		13,592
Total		$114,659		$112,362

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

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Subsequent Events Subsequent Events

9 Months Ended

Sep. 30, 2018

Subsequent Event [Line Items]

Subsequent Events [Text Block]

Subsequent Events

Acquisition agreement

On October 9, 2018, we acquired KLX Inc. (KLX), a provider of aviation parts and services, for $4,316, which includes the assumption of $1,029 of net debt. Upon closing, KLX became part of Boeing’s Global Services business.

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Basis Of Presentation (Policy)

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Earnings Per Share, Policy [Policy Text Block]

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.

Backlog [Policy Text Block]

Our total backlog represents the estimated transaction prices on performance obligations to our customers for which work remains to be performed. Backlog is converted into revenue in future periods as work is performed, primarily based on the cost incurred or at delivery and acceptance of products, depending on the applicable accounting method.

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Customer Financing Customer Financing (Policies)	9 Months Ended
	Sep. 30, 2018
Customer Financing [Abstract]
Impaired Financing Receivable, Policy [Policy Text Block]	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.
Financing Receivable, Allowance for Credit Losses, Policy for Uncollectible Amounts [Policy Text Block]	The adequacy of the allowance for losses is assessed quarterly. Three primary factors influencing the level of our allowance for losses on customer financing receivables are customer credit ratings, default rates and collateral values. We assign internal credit ratings for all customers and determine the creditworthiness of each customer based upon publicly available information and information obtained directly from our customers. Our rating categories are comparable to those used by the major credit rating agencies.

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Commitments And Contingencies Commitments and Contingencies (Policies)	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Environmental	The liabilities recorded represent our best estimate or the low end of a range of reasonably possible costs expected to be incurred to remediate sites, including operation and maintenance over periods of up to 30 years. It is reasonably possible that we may incur charges that exceed these recorded amounts because of regulatory agency orders and directives, changes in laws and/or regulations, higher than expected costs and/or the discovery of new or additional contamination. As part of our estimating process, we develop a range of reasonably possible alternate scenarios that includes the high end of a range of reasonably possible cost estimates for all remediation sites for which we have sufficient information based on our experience and existing laws and regulations. There are some potential remediation obligations where the costs of remediation cannot be reasonably estimated.
Commitments and Contingencies, Policy [Policy Text Block]	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.

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Summary Of Business Segment Data Summary of Business Segment Data (Tables)

9 Months Ended

Sep. 30, 2018

Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenues:
Commercial Airplanes		$43,409			$42,626			$15,276			$15,393
Defense, Space & Security	17,084			15,304			5,729			5,050
Global Services	12,124			10,784			4,091			3,579
Boeing Capital	214			234			77			70
Unallocated items, eliminations and other	(45		)	287			(27		)	131
Total revenues		$72,786			$69,235			$25,146			$24,223
Earnings/(loss) from operations:
Commercial Airplanes		$5,175			$3,665			$2,023			$1,513
Defense, Space & Security	925			1,649			(245		)	486
Global Services	1,790			1,687			543			495
Boeing Capital	71			87			27			23
Segment operating profit	7,961			7,088			2,348			2,517
Unallocated items, eliminations and other	(1,168		)	(771		)	(458		)	(233		)
FAS/CAS service cost adjustment	1,019			1,049			337			346
Earnings from operations	7,812			7,366			2,227			2,630
Other income, net	63			91			12			40
Interest and debt expense	(317		)	(267		)	(106		)	(87		)
Earnings before income taxes	7,558			7,190			2,133			2,583
Income tax (expense)/benefit	(522		)	(2,052		)	230			(773		)
Net earnings		$7,036			$5,138			$2,363			$1,810

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Basis Of Presentation Basis of Presentation (Tables)	9 Months Ended
	Sep. 30, 2018
Net cumulative catch-up adjustments [Abstract]
Schedule of Change in Accounting Estimate [Table Text Block]	Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which cannot yet be billed under terms of the contract with the customer. Advances and progress billings (contract liabilities) arise when the Company receives payments from customers in advance of recognizing revenue. The amount of Unbilled receivables or Advances and progress billings is determined for each contract.

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Impact of Adoption of New Standards Impact of Adoption of New Standards (Tables)

9 Months Ended

Sep. 30, 2018

Accounting Changes and Error Corrections [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

Impact of Adoption of New Standards

In the first quarter of 2018, we adopted the following ASUs: ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606); ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost; ASU 2016-18 Statement of Cash Flows (Topic 230) Restricted Cash; and ASU 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

The impact to our unaudited Condensed Consolidated Financial Statements as a result of adopting these standards was as follows:

Condensed Consolidated Statement of Operations (Unaudited)

	Nine months ended September 30, 2017									Three months ended September 30, 2017
(Dollars in millions)	Reported			Impact of New Standards			Restated			Reported			Impact of New Standards			Restated
Sales of products		$60,484			$1,183			$61,667			$21,825			($43	)		$21,782
Sales of services	7,540			28			7,568			2,484			(43		)	2,441
Total revenues	68,024			1,211			69,235			24,309			(86		)	24,223
Cost of products	(49,856		)	(1,080		)	(50,936		)	(18,050		)				(18,050		)
Cost of services	(5,730		)	(12		)	(5,742		)	(1,910		)	31			(1,879		)
Boeing Capital interest expense	(53		)				(53		)	(27		)				(27		)
Total costs and expenses	(55,639		)	(1,092		)	(56,731		)	(19,987		)	31			(19,956		)
	12,385			119			12,504			4,322			(55		)	4,267
Income from operating investments, net	169						169			49						49
General and administrative expense	(2,888		)	(2		)	(2,890		)	(915		)	(3		)	(918		)
Research and development expense, net	(2,418		)	1			(2,417		)	(767		)	(1		)	(768		)
Earnings from operations	7,248			118			7,366			2,689			(59		)	2,630
Other income, net	94			(3		)	91			45			(5		)	40
Interest and debt expense	(267		)				(267		)	(87		)				(87		)
Earnings before income taxes	7,075			115			7,190			2,647			(64		)	2,583
Income tax expense	(2,010		)	(42		)	(2,052		)	(794		)	21			(773		)
Net earnings		$5,065			$73			$5,138			$1,853			($43	)		$1,810
Basic earnings per share		$8.37			$0.12			$8.49			$3.10			($0.07	)		$3.03
Diluted earnings per share		$8.27			$0.12			$8.39			$3.06			($0.07	)		$2.99

Condensed Consolidated Statement of Financial Position

(Dollars in millions)	December 31, 2017
Assets	Reported			Impact of New Standards			Restated
Cash and cash equivalents		$8,813						$8,813
Short-term and other investments	1,179						1,179
Accounts receivable, net	10,516				($7,622	)	2,894
Unbilled receivables, net				8,194			8,194
Current portion of customer financing, net	309						309
Inventories	44,344			17,044			61,388
Other current assets				2,417			2,417
Total current assets	65,161			20,033			85,194
Customer financing, net	2,740			16			2,756
Property, plant and equipment, net	12,672						12,672
Goodwill	5,559						5,559
Acquired intangible assets, net	2,573						2,573
Deferred income taxes	341			(20		)	321
Investments	1,260						1,260
Other assets, net of accumulated amortization	2,027						2,027
Total assets		$92,333			$20,029			$112,362
Liabilities and equity
Accounts payable		$12,202						$12,202
Accrued liabilities	15,292				($2,223	)	13,069
Advances and billings in excess of related costs	27,440			(27,440		)
Advances and progress billings				48,042			48,042
Short-term debt and current portion of long-term debt	1,335						1,335
Total current liabilities	56,269			18,379			74,648
Deferred income taxes	1,839			349			2,188
Accrued retiree health care	5,545						5,545
Accrued pension plan liability, net	16,471						16,471
Other long-term liabilities	2,015						2,015
Long-term debt	9,782						9,782
Shareholders’ equity:
Common stock	5,061						5,061
Additional paid-in capital	6,804						6,804
Treasury stock, at cost	(43,454		)				(43,454		)
Retained earnings	45,320			4,298			49,618
Accumulated other comprehensive loss	(13,376		)	(2,997		)	(16,373		)
Total shareholders’ equity	355			1,301			1,656
Noncontrolling interests	57						57
Total equity	412			1,301			1,713
Total liabilities and equity		$92,333			$20,029			$112,362

Condensed Consolidated Statement of Cash Flows (Unaudited)

(Dollars in millions)	Nine months ended September 30, 2017
	Reported			Impact of New Standards			Restated
Cash flows - operating activities:
Net earnings		$5,065			$73			$5,138
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash items -
Share-based plans expense	151						151
Depreciation and amortization	1,487			(17		)	1,470
Investment/asset impairment charges, net	75						75
Customer financing valuation expense	4						4
Other charges and credits, net	190			6			196
Changes in assets and liabilities -
Accounts receivable	(1,983		)	1,425			(558		)
Unbilled receivables				(1,805		)	(1,805		)
Advances and progress billings				4,714			4,714
Inventories	254			(1,054		)	(800		)
Other current assets				(337		)	(337		)
Accounts payable	778			2			780
Accrued liabilities	112			(214		)	(102		)
Advances and billings in excess of related costs	2,828			(2,828		)
Income taxes receivable, payable and deferred	1,465			42			1,507
Other long-term liabilities	25						25
Pension and other postretirement plans	(550		)				(550		)
Customer financing, net	635			(1		)	634
Other	(96		)	(3		)	(99		)
Net cash provided by operating activities	10,440			3			10,443
Cash flows - investing activities:
Property, plant and equipment additions	(1,304		)				(1,304		)
Property, plant and equipment reductions	30						30
Contributions to investments	(2,847		)	32			(2,815		)
Proceeds from investments	2,612						2,612
Purchase of distribution rights	(131		)				(131		)
Other	4			3			7
Net cash used by investing activities	(1,636		)	35			(1,601		)
Cash flows - financing activities:
New borrowings	876						876
Debt repayments	(83		)				(83		)
Stock options exercised	291						291
Employee taxes on certain share-based payment arrangements	(118		)				(118		)
Common shares repurchased	(7,500		)				(7,500		)
Dividends paid	(2,575		)				(2,575		)
Net cash used by financing activities	(9,109		)				(9,109		)
Effect of exchange rate changes on cash & cash equivalents, including restricted	73						73
Net (decrease)/increase in cash & cash equivalents, including restricted	(232		)	38			(194		)
Cash & cash equivalents, including restricted*, at beginning of year	8,801			68			8,869
Cash & cash equivalents, including restricted*, at end of period		$8,569			$106		8,675
Less restricted cash & cash equivalents, included in Investments							106
Cash and cash equivalents at end of period								$8,569

* Reported balance excludes restricted amounts

Condensed Consolidated Statements of Equity (Unaudited)

	Boeing shareholders
(Dollars in millions)	Common Stock		Additional Paid-In Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss			Non- controlling Interests		Total
Balance at January 1, 2017, as reported		$5,061		$4,762		($36,097	)		$40,714		($13,623	)		$60		$877
Cumulative Impact of Topic 606 at 1/1/2016								901							901
Impact of Topic 606 on 2016 earnings								139							139
Balance at January 1, 2017, as restated		$5,061		$4,762		($36,097	)		$41,754		($13,623	)		$60		$1,917

	Boeing shareholders
(Dollars in millions)	Common Stock		Additional Paid-In Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss			Non- controlling Interests		Total
Balance at December 31, 2017, as reported		$5,061		$6,804		($43,454	)		$45,320		($13,376	)		$57		$412
Cumulative Impact of Topic 606 at 1/1/2016								901							901
Impact of Topic 606 on 2016 earnings								139							139
Impact of Topic 606 on 2017 earnings								261							261
Total impact of ASC 606 through December 31, 2017								1,301							1,301
Impact of ASU 2018-02								2,997		(2,997		)
Balance at December 31, 2017, as restated		$5,061		$6,804		($43,454	)		$49,618		($16,373	)		$57		$1,713

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2018

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)	Nine months ended September 30				Three months ended September 30
	2018		2017		2018		2017
Net earnings		$7,036		$5,138		$2,363		$1,810
Less: earnings available to participating securities	5		4		2		2
Net earnings available to common shareholders		$7,031		$5,134		$2,361		$1,808
Basic
Basic weighted average shares outstanding	582.7		605.6		574.8		598.3
Less: participating securities	0.7		0.8		0.6		0.7
Basic weighted average common shares outstanding	582.0		604.8		574.2		597.6
Diluted
Basic weighted average shares outstanding	582.7		605.6		574.8		598.3
Dilutive potential common shares(1)	6.2		7.2		6.0		8.0
Diluted weighted average shares outstanding	588.9		612.8		580.8		606.3
Less: participating securities	0.7		0.8		0.6		0.7
Diluted weighted average common shares outstanding	588.2		612.0		580.2		605.6
Net earnings per share:
Basic		$12.08		$8.49		$4.11		$3.03
Diluted	11.95		8.39		4.07		2.99

⁽¹⁾ 

Diluted earnings per share includes any dilutive impact of stock options, restricted stock units, performance-based restricted stock units and performance awards.

Schedule Of Weighted Average Number Of Shares Outstanding Excluded From The Computation Of Diluted Earnings Per Share

The following table includes the number of shares that may be dilutive potential common shares in the future. These shares were not included in the computation of diluted earnings per share because the effect was either antidilutive or the performance condition was not met.

(Shares in millions)	Nine months ended September 30		Three months ended September 30
	2018	2017	2018	2017
Performance awards	2.6	4.6	2.2	3.4
Performance-based restricted stock units	0.3	0.6	0.2	0.1

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Inventories (Tables)

9 Months Ended

Sep. 30, 2018

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories consisted of the following:

	September 30 2018		December 31 2017
Long-term contracts in progress		$1,908		$1,854
Commercial aircraft programs	53,568		52,861
Commercial spare parts, used aircraft, general stock materials and other	6,562		6,673
Total		$62,038		$61,388

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Customer Financing (Tables)

9 Months Ended

Sep. 30, 2018

Customer Financing [Abstract]

Schedule Of Customer Financing

Customer financing primarily relates to the Boeing Capital (BCC) segment. Prior period amounts have been adjusted to conform with the current year presentation as a result of the adoption of Topic 606. Customer financing consisted of the following:

	September 30 2018			December 31 2017
Financing receivables:
Investment in sales-type/finance leases		$1,153			$1,364
Notes	987			1,022
Total financing receivables	2,140			2,386
Operating lease equipment, at cost, less accumulated depreciation of $204 and $305	1,085			691
Gross customer financing	3,225			3,077
Less allowance for losses on receivables	(9		)	(12		)
Total		$3,216			$3,065

Financing Receivable Credit Quality Indicators

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

Rating categories	September 30 2018		December 31 2017
BBB		$1,001		$1,170
BB	443		627
B	286		177
CCC	410		412
Total carrying value of financing receivables		$2,140		$2,386

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:

	September 30 2018		December 31 2017
717 Aircraft ($226 and $269 accounted for as operating leases)		$963		$1,081
747-8 Aircraft ($134 and $138 accounted for as operating leases)	478		483
737 Aircraft ($267 and $127 accounted for as operating leases)	330		161
MD-80 Aircraft (accounted for as sales-type finance leases)	207		231
757 Aircraft ($25 and $27 accounted for as operating leases)	204		217
747-400 Aircraft ($56 and $88 accounted for as operating leases)	131		170
787 Aircraft (accounted for as notes)	115
777 Aircraft ($72 and $0 accounted for as operating leases)	83		14
767 Aircraft ($0 and $25 accounted for as operating leases)			98

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Investments (Tables)

9 Months Ended

Sep. 30, 2018

Investments [Abstract]

Schedule Of Investments

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

	September 30 2018		December 31 2017
Equity method investments (1)		$1,149		$1,214
Time deposits	1,343		613
Available for sale debt instruments	480		490
Restricted cash & cash equivalents(2)	128		74
Equity and other investments	46		48
Total		$3,146		$2,439

⁽¹⁾  Dividends received were $222 and $79 for the nine and three months ended September 30, 2018 and $195 and $47 during the same periods in the prior year.

⁽²⁾ 

Reflects amounts restricted in support of our workers’ compensation programs, employee benefit programs, and insurance premiums.

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Commitments And Contingencies (Tables)

9 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Environmental

The following table summarizes environmental remediation activity during the nine months ended September 30, 2018 and 2017.

	2018			2017
Beginning balance – January 1		$524			$562
Reductions for payments made	(17		)	(25		)
Changes in estimates	61			6
Ending balance – September 30		$568			$543

Product Warranties

The following table summarizes product warranty activity recorded during the nine months ended September 30, 2018 and 2017.

	2018			2017
Beginning balance – January 1		$1,211			$1,414
Additions for current year deliveries	176			183
Reductions for payments made	(135		)	(193		)
Changes in estimates	(151		)	(213		)
Ending balance – September 30		$1,101			$1,191

Financing Commitments

The estimated earliest potential funding dates for these commitments as of September 30, 2018 are as follows:

	Total
October through December 2018		$326
2019	2,736
2020	3,559
2021	2,796
2022	1,567
Thereafter	8,760
		$19,744

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Arrangements With Off-Balance Sheet Risk (Tables)

9 Months Ended

Sep. 30, 2018

Guarantees [Abstract]

Third Party Guarantees

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

	Maximum Potential Payments				Estimated Proceeds from Collateral/Recourse				Carrying Amount of  Liabilities
	September 30 2018		December 31 2017		September 30 2018		December 31 2017		September 30 2018		December 31 2017
Contingent repurchase commitments		$1,729		$1,605		$1,729		$1,605				$9
Indemnifications to ULA:
Contributed Delta program launch inventory	52		72
Contract pricing	261		261							$7	7
Other Delta contracts	176		191
Credit guarantees	106		109		51		55		16		16

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Postretirement Plans (Tables)

9 Months Ended

Sep. 30, 2018

Pension Plans, Defined Benefit [Member]

Defined Benefit Plan Disclosure [Line Items]

Net Periodic Benefit Cost

The components of net periodic benefit cost were as follows:

	Nine months ended September 30						Three months ended September 30
Pension Plans	2018			2017			2018			2017
Service cost		$322			$301			$107			$100
Interest cost	2,086			2,243			696			747
Expected return on plan assets	(3,007		)	(2,883		)	(1,002		)	(961		)
Amortization of prior service credits	(42		)	(29		)	(14		)	(9		)
Recognized net actuarial loss	847			603			282			201
Settlement/curtailment/other losses	43			1
Net periodic benefit cost		$249			$236			$69			$78
Net periodic benefit cost included in Earnings from operations		$237			$376			$79			$123
Net periodic benefit cost included in Other income/(loss), net	(98		)	(88		)	(50		)	(26		)
Net periodic benefit cost included in Earnings before income taxes		$139			$288			$29			$97

Other Postretirement Benefit Plan, Defined Benefit [Member]

Defined Benefit Plan Disclosure [Line Items]

Net Periodic Benefit Cost

	Nine months ended September 30						Three months ended September 30
Other Postretirement Plans	2018			2017			2018			2017
Service cost		$71			$80			$24			$27
Interest cost	145			171			48			57
Expected return on plan assets	(6		)	(5		)	(2		)	(1		)
Amortization of prior service credits	(94		)	(102		)	(31		)	(34		)
Recognized net actuarial (gain)/loss	(8		)	8			(3		)	2
Net periodic benefit cost		$108			$152			$36			$51
Net periodic benefit cost included in Earnings from operations		$63			$78			$21			$25
Net periodic benefit cost included in Other income/(loss), net	77			91			29			31
Net periodic benefit cost included in Earnings before income taxes		$140			$169			$50			$56

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Shareholders' Equity (Tables)

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Accumulated other comprehensive income

Changes in Accumulated other comprehensive loss (AOCI) by component for the nine and three months ended September 30, 2018 and 2017 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, 2017		($143	)		($2	)		($127	)		($13,351	)			($13,623	)
Other comprehensive income before reclassifications	121						111			1				233
Amounts reclassified from AOCI							44			310			(2)	354
Net current period Other comprehensive income	121						155			311				587
Balance at September 30, 2017		($22	)		($2	)		$28			($13,040	)			($13,036	)
Balance at January 1, 2018		($15	)		($2	)		$54			($16,410	)			($16,373	)
Other comprehensive (loss)/income before reclassifications	(55		)	3			(97		)	(3		)		(152		)
Amounts reclassified from AOCI							19			557			(2)	576
Net current period Other comprehensive (loss)/income	(55		)	3			(78		)	554				424
Balance at September 30, 2018		($70	)		$1			($24	)		($15,856	)			($15,949	)
Balance at June 30, 2017		($66	)		($2	)		($22	)		($13,144	)			($13,234	)
Other comprehensive income before reclassifications	44						40							84
Amounts reclassified from AOCI							10			104			(2)	114
Net current period Other comprehensive income	44						50			104				198
Balance at September 30, 2017		($22	)		($2	)		$28			($13,040	)			($13,036	)
Balance at June 30, 2018		($72	)		$1			($29	)		($16,039	)			($16,139	)
Other comprehensive (loss)/income before reclassifications	2						(4		)	(1		)		(3		)
Amounts reclassified from AOCI							9			184			(2)	193
Net current period Other comprehensive income	2						5			183				190
Balance at September 30, 2018		($70	)		$1			($24	)		($15,856	)			($15,949	)

⁽¹⁾     Net of tax.

⁽²⁾    Primarily relates to amortization of actuarial losses for the nine and three months ended September 30, 2017 totaling $394 and $131 (net of tax of ($217) and ($72)) and for the nine and three months ended September 30, 2018 totaling $657 and $219 (net of tax of ($182) and ($60)). These are included in the net periodic pension cost.

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Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments, Notional Amounts and Fair Values

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

	Notional amounts (1)				Other assets						Accrued liabilities
	September 30 2018		December 31 2017		September 30 2018			December 31 2017			September 30 2018			December 31 2017
Derivatives designated as hedging instruments:
Foreign exchange contracts		$2,781		$2,930		$48			$131			($73	)		($63	)
Interest rate contracts	125		125		1			3
Commodity contracts	40		56		5			4			(4		)	(6		)
Derivatives not receiving hedge accounting treatment:
Foreign exchange contracts	591		406		8			16			(11		)	(5		)
Commodity contracts	614		563
Total derivatives		$4,151		$4,080		$62			$154			($88	)		($74	)
Netting arrangements					(30		)	(61		)	30			61
Net recorded balance						$32			$93			($58	)		($13	)

⁽¹⁾ 

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

Schedule Of Derivative Instruments, Gains/(Losses)

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

	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Effective portion recognized in Other comprehensive income, net of taxes:
Foreign exchange contracts		($100	)		$116			($7	)		$40
Commodity contracts	3			(5		)	3
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes:
Foreign exchange contracts	(20		)	(43		)	(11		)	(11		)
Commodity contracts	1			(1		)	2			1
Forward points recognized in Other income, net:
Foreign exchange contracts	5			3						1
Undesignated derivatives recognized in Other income, net:
Foreign exchange contracts	(2		)	6			(1		)	1

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2018

Fair Value Disclosures [Abstract]

Fair Value, Assets And Liabilities Measured On Recurring Basis

The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs. The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

	September 30, 2018								December 31, 2017
	Total			Level 1		Level 2			Total			Level 1		Level 2
Assets
Money market funds		$2,263			$2,263					$1,582			$1,582
Available-for-sale debt investments:
Commercial paper	97						$97		70						$70
Corporate notes	384					384			382					382
U.S. government agencies	18					18			47					47
Other equity investments	14			14					18			18
Derivatives	32					32			93					93
Total assets		$2,808			$2,277		$531			$2,192			$1,600		$592
Liabilities
Derivatives		($58	)				($58	)		($13	)				($13	)
Total liabilities		($58	)				($58	)		($13	)				($13	)

Fair Value, Assets Measured On Nonrecurring Basis Using Unobservable Inputs

Certain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). The following table presents the nonrecurring losses recognized for the nine months ended September 30 due to long-lived asset impairment and the fair value and asset classification of the related assets as of the impairment date:

	2018					2017
	Fair Value		Total Losses			Fair Value		Total Losses
Operating lease equipment		$45		($16	)		$89		($31	)
Investments			(47		)	1		(30		)
Property, plant and equipment						8		(2		)
Acquired intangible assets						14		(1		)
Total		$45		($63	)		$112		($64	)

Fair Value, Assets Measured On Nonrecurring Basis, Valuation Techniques

For Level 3 assets that were measured at fair value on a nonrecurring basis during the nine months ended September 30, 2018, 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	$45	Market approach	Aircraft value publications	$41 - $63(1) Median $46
			Aircraft condition adjustments	($4) - $3(2) Net ($1)

⁽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 Condensed Consolidated Statements of Financial Position were as follows:

	September 30, 2018
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Notes receivable, net		$987			$1,006				$1,006
Liabilities
Debt, excluding capital lease obligations and commercial paper	(11,131		)	(12,066		)		(11,974		)		($92	)

	December 31, 2017
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Notes receivable, net		$1,022			$1,046				$1,046
Liabilities
Debt, excluding capital lease obligations and commercial paper	(10,380		)	(11,923		)		(11,823		)		($100	)

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Segment and Revenue Information (Tables)

9 Months Ended

Sep. 30, 2018

Disaggregation of Revenue [Line Items]

Schedule Of Unallocated Items and Eliminations

Components of Unallocated items, eliminations and other are shown in the following table.

	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Share-based plans		($60	)		($67	)		($24	)		($21	)
Deferred compensation	(112		)	(174		)	(56		)	(78		)
Amortization of previously capitalized interest	(67		)	(68		)	(19		)	(22		)
Eliminations and other unallocated items	(929		)	(462		)	(359		)	(112		)
Unallocated items, eliminations and other		($1,168	)		($771	)		($458	)		($233	)
Pension FAS/CAS service cost adjustment		$780			$811			$260			$271
Postretirement FAS/CAS service cost adjustment	239			238			77			75
FAS/CAS service cost adjustment		$1,019			$1,049			$337			$346

Reconciliation of Assets from Segment to Consolidated

Segment assets are summarized in the table below:

	September 30 2018		December 31 2017
Commercial Airplanes		$65,509		$64,647
Defense, Space & Security	18,688		18,476
Global Services	12,843		12,491
Boeing Capital	3,120		3,156
Unallocated items, eliminations and other	14,499		13,592
Total		$114,659		$112,362

Commercial Airplanes Segment [Member]

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

BCA revenues by customer location consist of the following:

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenue from contracts with customers:
Europe		$7,189			$6,519			$1,882			$1,754
China	9,433			7,510			4,677			4,016
Asia, other than China	5,966			4,981			1,886			1,898
Middle East	3,931			7,157			1,598			2,577
Other	3,598			2,773			1,098			601
Total non-U.S. revenues	30,117			28,940			11,141			10,846
United States	12,170			12,120			3,821			3,872
Total revenues from contracts with customers	42,287			41,060			14,962			14,718
Intersegment revenues, eliminated on consolidation	1,122			1,566			314			675
Total segment revenues		$43,409			$42,626			$15,276			$15,393
Revenue recognized on fixed price contracts	100		%	100		%	100		%	100		%
Revenue recognized at a point in time	94		%	94		%	91		%	95		%

Defense, Space & Security [Member]

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

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

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenue from contracts with customers:
U.S. customers		$12,201			$11,924			$4,178			$3,917
Non U.S. customers(1)	4,883			3,380			1,551			1,133
Total segment revenue from contracts with customers		$17,084			$15,304			$5,729			$5,050
Revenue recognized over time	98		%	98		%	97		%	98		%
Revenue recognized on fixed-price contracts	65		%	64		%	64		%	63		%
Revenue from the U.S. government(1)	86		%	88		%	85		%	85		%

⁽¹⁾ 

Includes revenues earned from foreign military sales through the U.S. government.

Global Services [Member]

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

BGS revenues consist of the following:

(Dollars in millions)	Nine months ended September 30						Three months ended September 30
	2018			2017			2018			2017
Revenue from contracts with customers:
Commercial		$7,276			$5,682			$2,431			$1,950
Government	4,703			5,064			1,608			1,617
Total revenues from contracts with customers	11,979			10,746			4,039			3,567
Intersegment revenues eliminated on consolidation	145			38			52			12
Total segment revenues		$12,124			$10,784			$4,091			$3,579
Revenue recognized at a point in time	52		%	48		%	51		%	48		%
Revenue recognized on fixed-price contracts	88		%	89		%	85		%	89		%
Revenue from the U.S. government(1)	32		%	40		%	32		%	38		%

⁽¹⁾ 

Includes revenues earned from foreign military sales through the U.S. government.

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Summary Of Business Segment Data (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Segment Reporting Information [Line Items]
Revenues	$ 25,146	$ 24,223	$ 72,786	$ 69,235
Earnings from operations	2,227	2,630	7,812	7,366
Other income, net	12	40	63	91
Interest and debt expense	(106)	(87)	(317)	(267)
Earnings before income taxes	2,133	2,583	7,558	7,190
Income tax (expense)/benefit	230	(773)	(522)	(2,052)
Net earnings	2,363	1,810	7,036	5,138
Operating Segments [Member]
Segment Reporting Information [Line Items]
Earnings from operations	2,348	2,517	7,961	7,088
Operating Segments [Member] | Commercial Airplanes [Member]
Segment Reporting Information [Line Items]
Revenues	15,276	15,393	43,409	42,626
Earnings from operations	2,023	1,513	5,175	3,665
Operating Segments [Member] | Defense, Space & Security [Member]
Segment Reporting Information [Line Items]
Revenues	5,729	5,050	17,084	15,304
Earnings from operations	(245)	486	925	1,649
Operating Segments [Member] | Global Services [Member]
Segment Reporting Information [Line Items]
Revenues	4,091	3,579	12,124	10,784
Earnings from operations	543	495	1,790	1,687
Operating Segments [Member] | Boeing Capital [Member]
Segment Reporting Information [Line Items]
Revenues	77	70	214	234
Earnings from operations	27	23	71	87
Unallocated items, eliminations and other [Member]
Segment Reporting Information [Line Items]
Revenues	(27)	131	(45)	287
Unallocated items, eliminations and other	(458)	(233)	(1,168)	(771)
FAS/CAS service cost adjustment	$ 337	$ 346	$ 1,019	$ 1,049

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Basis Of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended		12 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2015
Basis of Presentation [Line Items]
Net earnings		$ 2,363	$ 1,810	$ 7,036	$ 5,138
Increase/(Decrease) in revenue due to change in accounting estimate		(59)	(44)	(14)	426
Increase/(Decrease) in Earnings from operations due to change in accounting estimate		$ (155)	$ (215)	$ (314)	$ 207
Change in Earnings Per Share Due to Change in Accounting Estimate		$ (0.30)	$ (0.25)	$ (0.50)	$ 0.24
Retained earnings		$ 54,666		$ 54,666		$ 49,618
Accumulated Other Comprehensive Income (Loss), Net of Tax	[1]	$ (15,949)	$ (13,036)	$ (15,949)	$ (13,036)	(16,373)	$ (13,623)	$ (16,139)	$ (13,234)
Accounting Standards Update 2014-09 [Member]
Basis of Presentation [Line Items]
Cumulative Effect of New Accounting Principle in Period of Adoption						1,301	139			$ 901
Net earnings						261	$ 139
Adjustments for New Accounting Pronouncement [Member]
Basis of Presentation [Line Items]
Net earnings			$ (43)		$ 73
Retained earnings						4,298
Accumulated Other Comprehensive Income (Loss), Net of Tax						(2,997)
Accounting Standards Update 2018-02 [Member]
Basis of Presentation [Line Items]
Retained earnings						2,997
Accumulated Other Comprehensive Income (Loss), Net of Tax						(2,997)
Retained Earnings [Member] | Accounting Standards Update 2014-09 [Member]
Basis of Presentation [Line Items]
Cumulative Effect of New Accounting Principle in Period of Adoption						$ 1,301				$ 901

[1] Net of tax.

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Impact of Adoption of New Standards Impact of Adoption of New Standards (Schedule of Accounting Changes) (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended		12 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2015
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Treasury Stock, Value		$ 51,781		$ 51,781		$ 43,454
Additional Paid in Capital		6,714		6,714		6,804
Income Statement [Abstract]
Revenues		25,146	$ 24,223	72,786	$ 69,235
Financing Interest Expense		18	27	51	53
Cost of Revenue		(21,040)	(19,956)	(59,400)	(56,731)
Gross Profit		4,106	4,267	13,386	12,504
Income from operating investments, net		32	49	112	169
General and Administrative Expense		(1,154)	(918)	(3,345)	(2,890)
Research and Development Expense		(826)	(768)	(2,417)	(2,417)
(Gain)/Loss on dispositions, net		(69)		(76)
Earnings from operations		2,227	2,630	7,812	7,366
Other income, net		12	40	63	91
Interest and Debt Expense		(106)	(87)	(317)	(267)
Earnings before income taxes		2,133	2,583	7,558	7,190
Income tax (expense)/benefit		230	(773)	(522)	(2,052)
Net earnings		$ 2,363	$ 1,810	$ 7,036	$ 5,138
Earnings Per Share, Basic		$ 4.11	$ 3.03	$ 12.08	$ 8.49
Earnings Per Share, Diluted		$ 4.07	$ 2.99	$ 11.95	$ 8.39
Assets [Abstract]
Cash and cash equivalents		$ 8,034	$ 8,569	$ 8,034	$ 8,569	8,813
Short-term and other investments		1,956		1,956		1,179
Accounts receivable, net		2,893		2,893		2,894
Unbilled receivables, net		9,936		9,936		8,194
Current portion of customer financing, net		431		431		309
Inventories		62,038		62,038		61,388
Other current assets		2,398		2,398		2,417
Assets, Current		87,686		87,686		85,194
Customer financing, net		2,785		2,785		2,756
Property, plant and equipment, net		12,571		12,571		12,672
Goodwill		5,722		5,722		5,559
Acquired intangible assets, net		2,530		2,530		2,573
Deferred income taxes		323		323		321
Investments		1,190		1,190		1,260
Other assets, net of accumulated amortization		1,852		1,852		2,027
Assets		114,659		114,659		112,362
Liabilities and equity
Accounts payable		13,663		13,663		12,202
Accrued liabilities		12,869		12,869		13,069
Advances and billings in excess of related costs
Advances and progress billings		51,496		51,496		48,042
Short-term debt and current portion of long-term debt		1,389		1,389		1,335
Total current liabilities		79,417		79,417		74,648
Deferred income taxes		1,738		1,738		2,188
Accrued retiree health care		5,394		5,394		5,545
Accrued pension plan liability, net		15,927		15,927		16,471
Other long-term liabilities		2,905		2,905		2,015
Long-term debt		10,487		10,487		9,782
Retained earnings		54,666		54,666		49,618
Accumulated other comprehensive loss	[1]	(15,949)	(13,036)	(15,949)	(13,036)	(16,373)	$ (13,623)	$ (16,139)	$ (13,234)
Total shareholders’ equity		(1,289)		(1,289)		1,656
Total equity		(1,209)	2,258	(1,209)	2,258	1,713	1,917
Total liabilities and equity		114,659		114,659		112,362
Cash flows - operation activities:
Net earnings		2,363	1,810	7,036	5,138
Non-cash items -
Share-based plans expense				150	151
Depreciation and amortization				1,531	1,470
Asset Impairment Charges				63	75
Customer financing valuation (benefit)/expense				(3)	4
Gain on dispositions, net		69		76
Other charges and credits, net				158	196
Changes in assets and liabilities -
Accounts receivable				10	(558)
Unbilled receivables				(1,732)	(1,805)
Advances and progress billings				3,457	4,714
Inventories				(173)	(800)
Other current assets				(5)	(337)
Accounts payable				1,181	780
Accrued liabilities				890	(102)
Advances and billings in excess of related costs
Income taxes receivable, payable and deferred				(252)	1,507
Other long-term liabilities				1	25
Pension and other postretirement plans				(89)	(550)
Customer financing, net				(175)	634
Other				403	(99)
Net Cash Provided by (Used in) Operating Activities				12,375	10,443
Cash flows - investing activities:
Payments to Acquire Property, Plant, and Equipment				1,227	1,304
Property, plant and equipment reductions				117	30
Contributions to investments				(2,145)	(2,815)
Proceeds from investments				1,369	2,612
Purchase of distribution rights				(56)	(131)
Other				(5)	7
Net Cash Provided by (Used in) Investing Activities				(2,197)	(1,601)
Cash flows - financing activities:
New borrowings				4,696	876
Debt repayments				(4,029)	(83)
Stock options exercised				70	291
Employee taxes on certain share-based payment arrangements				(247)	(118)
Common shares repurchased				(8,415)	(7,500)
Dividends paid				(2,976)	(2,575)
Net cash used by financing activities				(10,866)	(9,109)
Effect of exchange rate changes on cash and cash equivalents, including restricted				(37)	73
Net increase/(decrease) in cash & cash equivalents, including restricted				(725)	(194)
Cash & cash equivalents, including restricted, at beginning of year				8,887	8,869	8,869
Cash & cash equivalents, including restricted, at end of period		8,162	8,675	8,162	8,675	8,887	8,869
Restricted Cash and Cash Equivalents	[2]	(128)	(106)	(128)	(106)	(74)
Cash and cash equivalents at end of period		8,034	8,569	8,034	8,569	8,813
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity		(1,209)	2,258	(1,209)	2,258	1,713	1,917
Common Stock [Member]
Liabilities and equity
Total equity		5,061	5,061	5,061	5,061	5,061	5,061
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity		5,061	5,061	5,061	5,061	5,061	5,061
Additional Paid-In Capital [Member]
Liabilities and equity
Total equity		6,714	6,754	6,714	6,754	6,804	4,762
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity		6,714	6,754	6,714	6,754	6,804	4,762
Treasury Stock [Member]
Liabilities and equity
Total equity		(51,781)	(41,745)	(51,781)	(41,745)	(43,454)	(36,097)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity		(51,781)	(41,745)	(51,781)	(41,745)	(43,454)	(36,097)
Retained Earnings [Member]
Liabilities and equity
Total equity		54,666	45,165	54,666	45,165	49,618	41,754
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity		54,666	45,165	54,666	45,165	49,618	41,754
Accumulated Other Comprehensive Loss [Member]
Liabilities and equity
Total equity		(15,949)	(13,036)	(15,949)	(13,036)	(16,373)	(13,623)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity		(15,949)	(13,036)	(15,949)	(13,036)	(16,373)	(13,623)
Non-Controlling Interest [Member]
Liabilities and equity
Total equity		80	59	80	59	57	60
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity		80	59	80	59	57	60
Adjustments for New Accounting Pronouncement [Member]
Income Statement [Abstract]
Revenues			(86)		1,211
Cost of Revenue			31		(1,092)
Gross Profit			(55)		119
General and Administrative Expense			(3)		(2)
Research and Development Expense			(1)		1
Earnings from operations			(59)		118
Other income, net			(5)		(3)
Earnings before income taxes			(64)		115
Income tax (expense)/benefit			21		(42)
Net earnings			$ (43)		$ 73
Earnings Per Share, Basic			$ (0.07)		$ 0.12
Earnings Per Share, Diluted			$ (0.07)		$ 0.12
Assets [Abstract]
Accounts receivable, net						(7,622)
Unbilled receivables, net						8,194
Inventories						17,044
Other current assets						2,417
Assets, Current						20,033
Customer financing, net						16
Deferred income taxes						(20)
Assets						20,029
Liabilities and equity
Accrued liabilities						(2,223)
Advances and billings in excess of related costs						(27,440)
Advances and progress billings						48,042
Total current liabilities						18,379
Deferred income taxes						349
Retained earnings						4,298
Accumulated other comprehensive loss						(2,997)
Total shareholders’ equity						1,301
Total equity						1,301
Total liabilities and equity						20,029
Cash flows - operation activities:
Net earnings			$ (43)		$ 73
Non-cash items -
Depreciation and amortization					(17)
Other charges and credits, net					6
Changes in assets and liabilities -
Accounts receivable					1,425
Unbilled receivables					(1,805)
Advances and progress billings					4,714
Inventories					(1,054)
Other current assets					(337)
Accounts payable					2
Accrued liabilities					(214)
Advances and billings in excess of related costs					(2,828)
Income taxes receivable, payable and deferred					42
Customer financing, net					(1)
Other					(3)
Net Cash Provided by (Used in) Operating Activities					3
Cash flows - investing activities:
Contributions to investments					32
Other					3
Net Cash Provided by (Used in) Investing Activities					35
Cash flows - financing activities:
Net increase/(decrease) in cash & cash equivalents, including restricted					38
Cash & cash equivalents, including restricted, at beginning of year					68	68
Cash & cash equivalents, including restricted, at end of period			106		106		68
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity						1,301
Accounting Standards Update 2014-09 [Member]
Income Statement [Abstract]
Net earnings						261	139
Cash flows - operation activities:
Net earnings						261	139
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative Effect of New Accounting Principle in Period of Adoption						1,301	139			$ 901
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative Effect of New Accounting Principle in Period of Adoption						1,301				$ 901
Accounting Standards Update 2018-02 [Member]
Liabilities and equity
Retained earnings						2,997
Accumulated other comprehensive loss						(2,997)
Fiscal Year 2016 [Member] | Accounting Standards Update 2014-09 [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative Effect of New Accounting Principle in Period of Adoption							139
Fiscal Year 2017 [Member] | Accounting Standards Update 2014-09 [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative Effect of New Accounting Principle in Period of Adoption						261
Product [Member]
Income Statement [Abstract]
Revenues		22,463	21,782	64,848	61,667
Cost of Goods and Services Sold		(18,882)	(18,050)	(53,134)	(50,936)
Product [Member] | Adjustments for New Accounting Pronouncement [Member]
Income Statement [Abstract]
Revenues			(43)		1,183
Cost of Goods and Services Sold					(1,080)
Service [Member]
Income Statement [Abstract]
Revenues		2,683	2,441	7,938	7,568
Cost of Goods and Services Sold		$ (2,140)	(1,879)	$ (6,215)	(5,742)
Service [Member] | Adjustments for New Accounting Pronouncement [Member]
Income Statement [Abstract]
Revenues			(43)		28
Cost of Goods and Services Sold			31		(12)
Previously Reported [Member]
Income Statement [Abstract]
Revenues			24,309		68,024
Cost of Revenue			(19,987)		(55,639)
Gross Profit			4,322		12,385
General and Administrative Expense			(915)		(2,888)
Research and Development Expense			(767)		(2,418)
Earnings from operations			2,689		7,248
Other income, net			45		94
Earnings before income taxes			2,647		7,075
Income tax (expense)/benefit			(794)		(2,010)
Net earnings			$ 1,853		$ 5,065
Earnings Per Share, Basic			$ 3.10		$ 8.37
Earnings Per Share, Diluted			$ 3.06		$ 8.27
Assets [Abstract]
Accounts receivable, net						10,516
Unbilled receivables, net
Inventories						44,344
Other current assets
Assets, Current						65,161
Customer financing, net						2,740
Deferred income taxes						341
Assets						92,333
Liabilities and equity
Accrued liabilities						15,292
Advances and billings in excess of related costs						27,440
Advances and progress billings
Total current liabilities						56,269
Deferred income taxes						1,839
Total shareholders’ equity						355
Total equity						412	877
Total liabilities and equity						92,333
Cash flows - operation activities:
Net earnings			$ 1,853		$ 5,065
Non-cash items -
Depreciation and amortization					1,487
Other charges and credits, net					190
Changes in assets and liabilities -
Accounts receivable					(1,983)
Unbilled receivables
Advances and progress billings
Inventories					254
Other current assets
Accounts payable					778
Accrued liabilities					112
Advances and billings in excess of related costs					2,828
Income taxes receivable, payable and deferred					1,465
Customer financing, net					635
Other					(96)
Net Cash Provided by (Used in) Operating Activities					10,440
Cash flows - investing activities:
Contributions to investments					(2,847)
Other					4
Net Cash Provided by (Used in) Investing Activities					(1,636)
Cash flows - financing activities:
Net increase/(decrease) in cash & cash equivalents, including restricted					(232)
Cash & cash equivalents, including restricted, at beginning of year					8,801	8,801
Cash & cash equivalents, including restricted, at end of period							8,801
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity						412	877
Previously Reported [Member] | Retained Earnings [Member]
Liabilities and equity
Total equity						45,320	40,714
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity						45,320	$ 40,714
Previously Reported [Member] | Accumulated Other Comprehensive Loss [Member]
Liabilities and equity
Total equity						(13,376)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total equity						$ (13,376)
Previously Reported [Member] | Product [Member]
Income Statement [Abstract]
Revenues			21,825		60,484
Cost of Goods and Services Sold			(18,050)		(49,856)
Previously Reported [Member] | Service [Member]
Income Statement [Abstract]
Revenues			2,484		7,540
Cost of Goods and Services Sold			$ (1,910)		$ (5,730)

[1] Net of tax.

[2] Reflects amounts restricted in support of our workers’ compensation programs, employee benefit programs, and insurance premiums.

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Earnings Per Share (Schedule Of Weighted-Average Number Of Shares Outstanding Used To Compute Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Earnings Per Share [Abstract]
Net earnings		$ 2,363	$ 1,810	$ 7,036	$ 5,138
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic		2	2	5	4
Net earnings available to common shareholders		$ 2,361	$ 1,808	$ 7,031	$ 5,134
Basic weighted average shares outstanding		574.8	598.3	582.7	605.6
Participating securities		0.6	0.7	0.7	0.8
Basic weighted average common shares outstanding		574.2	597.6	582.0	604.8
Basic weighted average shares outstanding		574.8	598.3	582.7	605.6
Dilutive potential common shares	[1]	6.0	8.0	6.2	7.2
Diluted weighted average shares outstanding		580.8	606.3	588.9	612.8
Participating securities		0.6	0.7	0.7	0.8
Diluted weighted average common shares outstanding		580.2	605.6	588.2	612.0
Income (Loss) from Continuing Operations, Per Basic Share		$ 4.11		$ 12.08	$ 8.49
Earnings Per Share, Basic		4.11	$ 3.03	12.08	8.49
Income (Loss) from Continuing Operations, Per Diluted Share		$ 4.07	$ 2.99	$ 11.95	$ 8.39

[1] Diluted earnings per share includes any dilutive impact of stock options, restricted stock units, performance-based restricted stock units and performance awards.

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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) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Performance Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted earnings	2.2	3.4	2.6	4.6
Performance-Based Restricted Stock Units (PBRSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted earnings	0.2	0.1	0.3	0.6

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2018	Dec. 31, 2017
Income Tax Examination [Line Items]
Effective income tax rate	(10.80%)	29.90%	6.90%	28.50%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent						35.00%
State and Local Jurisdiction
Income Tax Examination [Line Items]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit	$ 445		$ 445
Scenario, Forecast [Member]
Income Tax Examination [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent					21.00%
Tax Year 2013-2014 [Member]
Income Tax Examination [Line Items]
Effective Income Tax Rate Reconciliation, Tax Settlement, Domestic, Amount			$ 412

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Inventories (Narrative) (Details) $ in Millions	Sep. 30, 2018 USD ($) aircraft	Dec. 31, 2017 USD ($)
Inventory [Line Items]
Long-term contracts in progress	$ 1,908	$ 1,854
Other Inventory, Gross	6,562	6,673
Airplane Program 787 [Member]
Inventory [Line Items]
Inventory, Work in Process, Gross	28,905	30,695
Amount of Deferred Costs Related to Long-term Contracts	23,584	25,358
Advances on Inventory Purchases	2,485	3,189
Unamortized Tooling	2,774	3,173
Recovered Production Costs Excess Recoverable Under Existing Firm Orders	19,786
Unrecovered Production Costs, Excess Unrecoverable under Existing Firm Orders	6,572
Airplane Program 747 [Member]
Inventory [Line Items]
Unamortized Tooling	125	151
Recovered Production Costs Excess Recoverable Under Existing Firm Orders	$ 119
Unsold Aircraft | aircraft	1
Ula [Member]
Inventory [Line Items]
Inventory Amount, Unpriced Change Orders for Long-term Contracts or Programs	$ 120
Long-term contracts in progress	227	284
Capitalized Precontract Costs [Member]
Inventory [Line Items]
Inventory Amount, Unpriced Change Orders for Long-term Contracts or Programs	663	933
Early Issue Sales Consideration [Member]
Inventory [Line Items]
Inventory Amount, Unpriced Change Orders for Long-term Contracts or Programs	$ 2,896	$ 2,976

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Inventories (Inventory Disclosure Table) (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Long-term contracts in progress	$ 1,908	$ 1,854
Commercial aircraft programs	53,568	52,861
Commercial spare parts, used aircraft, general stock materials and other	6,562	6,673
Total	$ 62,038	$ 61,388

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Contracts with Customers Contracts with Customers (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Revenue from Contract with Customer [Abstract]
Unbilled receivables, net	$ 9,936		$ 9,936		$ 8,194
Contract with Customer, Asset, Explanation of Change			primarily driven by revenue recognized at BDS and BCA in excess of billings
Advances and progress billings	51,496		$ 51,496		$ 48,042
Contract with Customer, Liability, Explanation of Change			primarily driven by advances on orders received in excess of revenue recognized at BCA.
Contract with Customer, Liability, Revenue Recognized	$ 6,249	$ 6,009	$ 19,006	$ 17,696

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Customer Financing (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Customer Financing [Line Items]
Financing Receivable, Individually Evaluated for Impairment	$ 411	$ 422
Impaired Financing Receivable, Recorded Investment	$ 400	$ 411
B Credit Rating [Member]
Customer Financing [Line Items]
Percentage of Credit Default Rates Applied to Customers	23.90%
BB Credit Rating [Member]
Customer Financing [Line Items]
Percentage of Credit Default Rates Applied to Customers	6.70%
BBB Credit Rating [Member]
Customer Financing [Line Items]
Percentage of Credit Default Rates Applied to Customers	0.70%

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Customer Financing (Schedule Of Customer Financing) (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Customer Financing [Abstract]
Investment in sales-type/finance leases	$ 1,153	$ 1,364
Notes	987	1,022
Total financing receivables	2,140	2,386
Operating lease equipment, at cost, less accumulated depreciation of $204 and $305	1,085	691
Gross customer financing	3,225	3,077
Less allowance for losses on receivables	(9)	(12)
Total	3,216	3,065
Operating lease equipment- Accumulated depreciation	$ 204	$ 305

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Customer Financing (Financing Receivable Credit Quality Indicators) (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Financing Receivable, Recorded Investment [Line Items]
Carrying value of financing receivables	$ 2,140	$ 2,386
BBB Credit Rating [Member]
Financing Receivable, Recorded Investment [Line Items]
Carrying value of financing receivables	1,001	1,170
BB Credit Rating [Member]
Financing Receivable, Recorded Investment [Line Items]
Carrying value of financing receivables	443	627
B Credit Rating [Member]
Financing Receivable, Recorded Investment [Line Items]
Carrying value of financing receivables	286	177
CCC Credit Rating [Member]
Financing Receivable, Recorded Investment [Line Items]
Carrying value of financing receivables	$ 410	$ 412

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Customer Financing (Carrying Values Related to Major Aircraft Concentrations) (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Customer Financing [Line Items]
Customer financing carrying value	$ 3,225	$ 3,077
Operating leases	1,085	691
B-717 [Member]
Customer Financing [Line Items]
Customer financing carrying value	963	1,081
Operating leases	226	269
B747-8 [Member]
Customer Financing [Line Items]
Customer financing carrying value	478	483
Operating leases	134	138
B-737 [Member]
Customer Financing [Line Items]
Customer financing carrying value	330	161
Operating leases	267	127
MD 80 Aircraft [Member]
Customer Financing [Line Items]
Customer financing carrying value	207	231
B-757 [Member]
Customer Financing [Line Items]
Customer financing carrying value	204	217
Operating leases	25	27
B747-400 aircraft [Member]
Customer Financing [Line Items]
Customer financing carrying value	131	170
Operating leases	56	88
B-787 [Member]
Customer Financing [Line Items]
Customer financing carrying value	115
B-777 [Member]
Customer Financing [Line Items]
Customer financing carrying value	83	14
Operating leases	72
B-767 [Member]
Customer Financing [Line Items]
Customer financing carrying value		98
Operating leases		$ 25

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Investments (Schedule Of Investments) (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Investments [Abstract]
Equity method investments	[1]	$ 1,149		$ 1,149		$ 1,214
Time deposits		1,343		1,343		613
Available for sale debt instruments		480		480		490
Restricted Cash and Cash Equivalents	[2]	128	$ 106	128	$ 106	74
Equity and other investments		46		46		48
Total		3,146		3,146		$ 2,439
Dividends received		$ 79	$ 47	$ 222	$ 195

[1] Dividends received were $222 and $79 for the nine and three months ended September 30, 2018 and $195 and $47 during the same periods in the prior year.

[2] Reflects amounts restricted in support of our workers’ compensation programs, employee benefit programs, and insurance premiums.

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Other Assets (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Other Assets [Line Items]
Other assets, net of accumulated amortization	$ 1,852	$ 2,027
Sea Launch Receivables [Member]
Other Assets [Line Items]
Other assets, net of accumulated amortization	295	$ 356
Sea Launch Receivables [Member] | S.P. Koroley Rocket And Space Corporation Energia [Member]
Other Assets [Line Items]
Other assets, net of accumulated amortization	162
Sea Launch Receivables [Member] | PO Yuzhnoye Mashinostroitelny Zavod [Member]
Other Assets [Line Items]
Other assets, net of accumulated amortization	89
Sea Launch Receivables [Member] | KB Yuzhnoye [Member]
Other Assets [Line Items]
Other assets, net of accumulated amortization	$ 44

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Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Sep. 30, 2018	Sep. 10, 2018	Dec. 31, 2017	Jan. 27, 2017	Dec. 31, 2011
Commitments And Contingencies [Line Items]
Loss Contingency, Range of Possible Loss, Portion Not Accrued		$ 800		$ 868
Letters of Credit Outstanding, Amount		3,762		3,708
Financing Commitment [Member]
Commitments And Contingencies [Line Items]
Other Commitment		19,744		10,221
Total Contractual Trade-In Commitment [Member] | Commercial Aircraft Commitments [Member]
Commitments And Contingencies [Line Items]
Other Commitment		1,726		1,462
Net Amounts Payable to Customers Related to Probable Contractual Trade-In Commitments [Member] | Commercial Aircraft Commitments [Member]
Commitments And Contingencies [Line Items]
Other Commitment		371		155
Fair Value of Trade In Value of Aircraft [Member] | Commercial Aircraft Commitments [Member]
Commitments And Contingencies [Line Items]
Other Commitment		361		$ 155
Ula [Member]
Commitments And Contingencies [Line Items]
Inventory subject to uncertainty		120
KC-46A Tanker [Member] | Capitalized Precontract Costs [Member]
Commitments And Contingencies [Line Items]
Loss Contingency, Estimate of Possible Loss		368
KC-46A Tanker [Member] | Potential Termination Liabilities [Member]
Commitments And Contingencies [Line Items]
Loss Contingency, Estimate of Possible Loss		$ 1,341
KC-46A Tanker [Member] | EMD Contract
Commitments And Contingencies [Line Items]
Contract Value						$ 4,900
KC-46A Tanker [Member] | Low Rate Initial Production [Member]
Commitments And Contingencies [Line Items]
Contract Value2	$ 2,800
KC-46A Tanker [Member] | LRIP 3 [Member]
Commitments And Contingencies [Line Items]
Contract Value			$ 2,900		$ 2,100

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Commitments And Contingencies (Environmental) (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Environmental [Roll Forward]
Beginning balance – January 1	$ 524	$ 562
Reductions for payments made	(17)	(25)
Changes in estimates	61	6
Ending balance – September 30	$ 568	$ 543

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Commitments And Contingencies (Product Warranties) (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Product Warranties [Roll Forward]
Beginning balance – January 1	$ 1,211	$ 1,414
Additions for current year deliveries	176	183
Reductions for payments made	(135)	(193)
Changes in estimates	(151)	(213)
Ending balance – September 30	$ 1,101	$ 1,191

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Commitments And Contingencies (Financing Commitments) (Details) - Financing Commitment [Member] - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Financing Commitments [Line Items]
October through December 2018	$ 326
2018	2,736
2019	3,559
2020	2,796
2021	1,567
Thereafter	8,760
Total	19,744	$ 10,221
External Credit Rating, Non Investment Grade [Member]
Financing Commitments [Line Items]
Total	$ 18,540

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Arrangements With Off-Balance Sheet Risk (Narrative) (Details) - USD ($) $ in Millions		1 Months Ended
	Jul. 05, 2018	Dec. 31, 2011	Jun. 30, 2011	Sep. 30, 2018	Dec. 31, 2017
Guarantees [Line Items]
Additional potentially unrecoverable deferred production costs		$ 114	$ 271
Controlling Interest Ownership Percentage After Acquisition	80.00%
Payments to Acquire Interest in Joint Venture	$ 3,800
ULA [Member]
Guarantees [Line Items]
Delta launch program inventories included in contributed assets				$ 1,360
Delta launch program inventories subject to inventory supply agreement				1,860
ContributedInventoryNotYetConsumedbyJointVenture				327
Contributed Delta Program Launch Inventory [Member] | ULA [Member]
Guarantees [Line Items]
Maximum Potential Payments				52	$ 72
Contract Pricing [Member] | ULA [Member]
Guarantees [Line Items]
Maximum Potential Payments				261	261
Carrying Amount of Liabilities				7	7
Other Delta Contracts [Member] | Deferred support costs [Member]
Guarantees [Line Items]
Maximum Potential Payments				85
Other Delta Contracts [Member] | Deferred production costs [Member]
Guarantees [Line Items]
Maximum Potential Payments				91
Other Delta Contracts [Member] | ULA [Member]
Guarantees [Line Items]
Maximum Potential Payments				176	191
Carrying Amount of Liabilities
Deferred Support and Production Costs [Member]
Guarantees [Line Items]
Loss Contingency, Estimate of Possible Loss				317
Credit Guarantee [Member]
Guarantees [Line Items]
Maximum Potential Payments				106	109
Carrying Amount of Liabilities				16	$ 16
Maximum [Member] | Indemnification Agreement [Member]
Guarantees [Line Items]
Loss Contingency, Estimate of Possible Loss				$ 280
Embraer [Member]
Guarantees [Line Items]
Investments Net Asset Value	$ 4,750

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Arrangements With Off-Balance Sheet Risk (Third Party Guarantees) (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Contingent Repurchase Commitments [Member]
Guarantor Obligations [Line Items]
Maximum Potential Payments	$ 1,729	$ 1,605
Estimated Proceeds from Collateral or Recourse	1,729	1,605
Carrying Amount of Liabilities		9
Credit Guarantee [Member]
Guarantor Obligations [Line Items]
Maximum Potential Payments	106	109
Estimated Proceeds from Collateral or Recourse	51	55
Carrying Amount of Liabilities	16	16
ULA [Member] | Contributed Delta Program Launch Inventory [Member]
Guarantor Obligations [Line Items]
Maximum Potential Payments	52	72
ULA [Member] | Contract Pricing [Member]
Guarantor Obligations [Line Items]
Maximum Potential Payments	261	261
Carrying Amount of Liabilities	7	7
ULA [Member] | Other Delta Contracts [Member]
Guarantor Obligations [Line Items]
Maximum Potential Payments	176	191
Carrying Amount of Liabilities

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Debt Narrative (Details) $ in Millions	Feb. 23, 2018 USD ($)
Debt Instrument [Line Items]
Debt Instrument, Issuance Date	Feb. 23, 2018
Debt Instrument, Face Amount	$ 1,400
Proceeds from Debt, Net of Issuance Costs	1,338
Two Point Eight Percent due on March 1, 2023 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 350
Debt Instrument, Maturity Date	Mar. 01, 2023
Debt Instrument, Interest Rate, Stated Percentage	2.80%
Three Point Two Five Percent due on March 1, 2028 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 350
Debt Instrument, Maturity Date	Mar. 01, 2028
Debt Instrument, Interest Rate, Stated Percentage	3.25%
Three Point Five Five Percent due on March 1, 2038 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 350
Debt Instrument, Maturity Date	Mar. 01, 2038
Debt Instrument, Interest Rate, Stated Percentage	3.55%
Three Point Six Two Five Percent due on March 1, 2048 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 350
Debt Instrument, Maturity Date	Mar. 01, 2048
Debt Instrument, Interest Rate, Stated Percentage	3.625%

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Postretirement Plans (Net Periodic Benefit Cost Tables) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 107	$ 100	$ 322	$ 301
Interest cost	696	747	2,086	2,243
Expected return on plan assets	(1,002)	(961)	(3,007)	(2,883)
Amortization of prior service credits	(14)	(9)	(42)	(29)
Recognized net actuarial loss	282	201	847	603
Settlement/curtailment/other losses			43	1
Defined Benefit Plan, Net Periodic Benefit Cost (Credit)	69	78	249	236
Other Postretirement Benefits Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	24	27	71	80
Interest cost	48	57	145	171
Expected return on plan assets	(2)	(1)	(6)	(5)
Amortization of prior service credits	(31)	(34)	(94)	(102)
Recognized net actuarial loss	(3)	2	(8)	8
Defined Benefit Plan, Net Periodic Benefit Cost (Credit)	36	51	108	152
Operating Income (Loss) [Member] | Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost included in Earnings from operations	79	123	237	376
Operating Income (Loss) [Member] | Other Postretirement Benefits Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost included in Earnings from operations	21	25	63	78
Other Income [Member] | Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost included in Earnings from operations	(50)	(26)	(98)	(88)
Other Income [Member] | Other Postretirement Benefits Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost included in Earnings from operations	29	31	77	91
Operating Income (Loss) Before Taxes [Member] | Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost included in Earnings from operations	29	97	139	288
Operating Income (Loss) Before Taxes [Member] | Other Postretirement Benefits Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost included in Earnings from operations	$ 50	$ 56	$ 140	$ 169

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Share-Based Compensation And Other Compensation Arrangements (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	Feb. 26, 2018	Sep. 30, 2018
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units (RSUs) granted to executives	260,730
Restricted stock units (RSUs) granted to executives (fair value per share)	$ 361.13
Share-based payment award vesting period (in years)	3 years
Performance Based Restricted Stock Units (PBRSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units (RSUs) granted to executives	241,284
Restricted stock units (RSUs) granted to executives (fair value per share)	$ 390.27
Share-based payment award vesting period (in years)	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	22.11%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	2.36%
Performance Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment award vesting period (in years)	3 years
Performance award period end date	Dec. 31, 2020
Performance Awards [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payout Amount, Aggregate		$ 0
Performance Awards [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payout Amount, Aggregate		$ 370

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Shareholders' Equity (Accumulated other comprehensive income) (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	[1]	$ (16,139)	$ (13,234)	$ (16,373)	$ (13,623)
OCI before reclassifications	[1]	(3)	84	(152)	233
Amounts reclassified from AOCI	[1]	193	114	576	354
Net current period Other comprehensive income/(loss)	[1]	190	198	424	587
Ending Balance	[1]	(15,949)	(13,036)	(15,949)	(13,036)
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, after Tax		219	131	657	394
Amortization of actuarial losses included in net periodic pension cost, tax		(60)	(72)	(182)	(217)
Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance		(72)	(66)	(15)	(143)
OCI before reclassifications		2	44	(55)	121
Net current period Other comprehensive income/(loss)		2	44	(55)	121
Ending Balance		(70)	(22)	(70)	(22)
Unrealized Gains and Losses on Certain Investments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance		1	(2)	(2)	(2)
OCI before reclassifications				3
Net current period Other comprehensive income/(loss)				3
Ending Balance		1	(2)	1	(2)
Unrealized Gains and Losses on Derivative Instruments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance		(29)	(22)	54	(127)
OCI before reclassifications		(4)	40	(97)	111
Amounts reclassified from AOCI		9	10	19	44
Net current period Other comprehensive income/(loss)		5	50	(78)	155
Ending Balance		(24)	28	(24)	28
Defined Benefit Pension Plans and Other Postretirement Benefits [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance		(16,039)	(13,144)	(16,410)	(13,351)
OCI before reclassifications		(1)		(3)	1
Amounts reclassified from AOCI	[2]	184	104	557	310
Net current period Other comprehensive income/(loss)		183	104	554	311
Ending Balance		$ (15,856)	$ (13,040)	$ (15,856)	$ (13,040)

[1] Net of tax.

[2] Primarily relates to amortization of actuarial losses for the nine and three months ended September 30, 2017 totaling $394 and $131 (net of tax of ($217) and ($72)) and for the nine and three months ended September 30, 2018 totaling $657 and $219 (net of tax of ($182) and ($60)). These are included in the net periodic pension cost.

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Derivative Financial Instruments (Narrative) (Details) $ in Millions	9 Months Ended
	Sep. 30, 2018 USD ($)
Derivative [Line Items]
Cash flow hedge gain/(loss) to be reclassified during the next 12 months, pre-tax	$ (16)
Fair value of foreign exchange and commodity contracts that have credit-risk-related contingent features that are in a net liability position	$ 17

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Derivative Financial Instruments (Schedule of Derivative Instruments, Notional Amounts and Fair Values) (Details) - USD ($) $ in Millions		Sep. 30, 2018	Dec. 31, 2017
Derivative [Line Items]
Notional amounts	[1]	$ 4,151	$ 4,080
Other Assets		62	154
Accrued Liabilities		(88)	(74)
Netting Arrangements, Other Assets		(30)	(61)
Netting Arrangements, Accrued Liabilities		30	61
Net Recorded balance, Other Assets		32	93
Net Recorded balance, Accrued Liabilities		(58)	(13)
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]
Derivative [Line Items]
Notional amounts		2,781	2,930
Other Assets		48	131
Accrued Liabilities		(73)	(63)
Designated as Hedging Instrument [Member] | Interest Rate Contract [Member]
Derivative [Line Items]
Notional amounts		125	125
Other Assets		1	3
Designated as Hedging Instrument [Member] | Commodity Contract [Member]
Derivative [Line Items]
Notional amounts		40	56
Other Assets		5	4
Accrued Liabilities		(4)	(6)
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]
Derivative [Line Items]
Notional amounts		591	406
Other Assets		8	16
Accrued Liabilities		(11)	(5)
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member]
Derivative [Line Items]
Notional amounts		$ 614	$ 563

[1] Notional amounts represent the gross contract/notional amount of the derivatives outstanding.

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Derivative Financial Instruments (Schedule Of Derivative Instruments, Gains/(Losses)) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Derivative [Line Items]
Effective portion recognized in other comprehensive income/(loss), net of taxes	$ (4)	$ 40	$ (97)	$ 111
Effective portion reclassified out of Accumulated other comprehensive income/(loss) into earnings, net of taxes	(9)	(10)	(19)	(44)
Foreign Exchange Contract [Member]
Derivative [Line Items]
Effective portion recognized in other comprehensive income/(loss), net of taxes	(7)	40	(100)	116
Effective portion reclassified out of Accumulated other comprehensive income/(loss) into earnings, net of taxes	(11)	(11)	(20)	(43)
Forward points recognized in other income (expense), net		(1)	(5)	(3)
Undesignated derivatives recognized in Other income/(expense), net	(1)	1	(2)	6
Commodity Contract [Member]
Derivative [Line Items]
Effective portion recognized in other comprehensive income/(loss), net of taxes	3		3	(5)
Effective portion reclassified out of Accumulated other comprehensive income/(loss) into earnings, net of taxes	$ 2	$ 1	$ 1	$ (1)

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Fair Value Measurements Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale debt instruments	$ 480	$ 490
Derivatives, Assets	32	93
Derivatives, Liabilities	(58)	(13)
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	2,263	1,582
Commercial Paper, at Carrying Value	97	70
Available for sale debt instruments	384	382
Available for Sale Securities, Government Agencies	18	47
Investments, Fair Value Disclosure	14	18
Derivatives, Assets	32	93
Total assets	2,808	2,192
Derivatives, Liabilities	(58)	(13)
Total liabilities	(58)	(13)
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	2,263	1,582
Investments, Fair Value Disclosure	14	18
Total assets	2,277	1,600
Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commercial Paper, at Carrying Value	97	70
Available for sale debt instruments	384	382
Available for Sale Securities, Government Agencies	18	47
Derivatives, Assets	32	93
Total assets	531	592
Derivatives, Liabilities	(58)	(13)
Total liabilities	$ (58)	$ (13)

XML

Fair Value Measurements Fair Value, Assets Measured on Nonrecurring Basis Using Unobservable Inputs (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Nonrecurring fair value losses	$ (63)	$ (75)
Fair Value Measurements Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Nonrecurring fair value losses	(63)	(64)
Fair Value Measurements Nonrecurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	45	112
Operating Lease Equipment And Assets Held For Sale Or Re-Lease [Member] | Fair Value Measurements Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Nonrecurring fair value losses	(16)	(31)
Operating Lease Equipment And Assets Held For Sale Or Re-Lease [Member] | Fair Value Measurements Nonrecurring [Member] | Level 3 [Member] | Valuation, Market Approach [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	45	89
Property, Plant and Equipment [Member] | Fair Value Measurements Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Nonrecurring fair value losses		(2)
Property, Plant and Equipment [Member] | Fair Value Measurements Nonrecurring [Member] | Level 3 [Member] | Valuation, Income Approach [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		8
Investments [Member] | Fair Value Measurements Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Nonrecurring fair value losses	(47)	(30)
Investments [Member] | Fair Value Measurements Nonrecurring [Member] | Level 3 [Member] | Valuation, Income Approach [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		1
Other assets and Acquired intangible assets [Member] | Fair Value Measurements Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Nonrecurring fair value losses		(1)
Other assets and Acquired intangible assets [Member] | Fair Value Measurements Nonrecurring [Member] | Level 3 [Member] | Valuation, Income Approach [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		$ 14

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Fair Value, Assets Measured On Nonrecurring Basis, Valuation Techniques (Details) - USD ($) $ in Millions		Sep. 30, 2018	Sep. 30, 2017
Aircraft Value Publications [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Fair value of assets and liabilities measured on nonrecurring basis valuation techniques, median		$ 46
Aircraft Value Publications [Member] | Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Range of fair value of assets measured on nonrecurring basis valuation techniques	[1]	41
Aircraft Value Publications [Member] | Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Range of fair value of assets measured on nonrecurring basis valuation techniques	[1]	63
Aircraft Condition Adjustments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Net fair value of assets measured on nonrecurring basis valuation techniques		(1)
Aircraft Condition Adjustments [Member] | Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Range of fair value of assets measured on nonrecurring basis valuation techniques	[2]	(4)
Aircraft Condition Adjustments [Member] | Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Range of fair value of assets measured on nonrecurring basis valuation techniques	[2]	3
Fair Value Measurements Nonrecurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Assets, Fair Value Disclosure		45	$ 112
Operating Lease Equipment And Assets Held For Sale Or Re-Lease [Member] | Fair Value Measurements Nonrecurring [Member] | Level 3 [Member] | Valuation, Market Approach [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Assets, Fair Value Disclosure		$ 45	$ 89

[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 Measurements Fair Values And Related Carrying Values of Financial Instruments (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes receivable, Fair value	$ 1,006	$ 1,046
Debt, excluding capital lease obligations, Fair value	(12,066)	(11,923)
Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes receivable, Fair value	1,006	1,046
Debt, excluding capital lease obligations, Fair value	(11,974)	(11,823)
Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt, excluding capital lease obligations, Fair value	(92)	(100)
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes receivable, net Carrying amount	987	1,022
Debt, excluding capital lease obligations, Carrying amount	$ (11,131)	$ (10,380)

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Segment and Revenue Information Segment and Revenue Information (Narrative) (Details) $ in Millions	9 Months Ended
	Sep. 30, 2018 USD ($) segments
Segment Reporting Information [Line Items]
Number of Reportable Segments | segments	4
Revenue, Remaining Performance Obligation, Amount | $	$ 491,179
Fiscal Year 2019 [Member]
Segment Reporting Information [Line Items]
Revenue, Remaining Performance Obligation, Percent Recognized	24.00%
Fiscal Year 2022 [Member]
Segment Reporting Information [Line Items]
Revenue, Remaining Performance Obligation, Percent Recognized	69.00%

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Segment and Revenue Information Segment and Revenue Information (Schedule of Revenue Disaggregation) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Disaggregation of Revenue [Line Items]
Revenues	$ 25,146	$ 24,223	$ 72,786	$ 69,235
Unallocated items, eliminations and other [Member]
Disaggregation of Revenue [Line Items]
Revenues	(27)	131	(45)	287
Operating Segments [Member] | Global Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	4,091	3,579	12,124	10,784
Operating Segments [Member] | Global Services [Member] | Commercial Customers [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	2,431	1,950	7,276	5,682
Operating Segments [Member] | Global Services [Member] | Government Customers [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,608	1,617	4,703	5,064
Operating Segments [Member] | Global Services [Member] | External Customers [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 4,039	$ 3,567	$ 11,979	$ 10,746
Operating Segments [Member] | Global Services [Member] | U S Government Contracts [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, excluding assessed tax, Percentage	32.00%	38.00%	32.00%	40.00%
Operating Segments [Member] | Global Services [Member] | Fixed-price Contract [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, excluding assessed tax, Percentage	85.00%	89.00%	88.00%	89.00%
Operating Segments [Member] | Global Services [Member] | Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, excluding assessed tax, Percentage	51.00%	48.00%	52.00%	48.00%
Operating Segments [Member] | Commercial Airplanes Segment [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 15,276	$ 15,393	$ 43,409	$ 42,626
Operating Segments [Member] | Commercial Airplanes Segment [Member] | External Customers [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 14,962	$ 14,718	$ 42,287	$ 41,060
Operating Segments [Member] | Commercial Airplanes Segment [Member] | Fixed-price Contract [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, excluding assessed tax, Percentage	100.00%	100.00%	100.00%	100.00%
Operating Segments [Member] | Commercial Airplanes Segment [Member] | Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, excluding assessed tax, Percentage	91.00%	95.00%	94.00%	94.00%
Operating Segments [Member] | Commercial Airplanes Segment [Member] | Non-US [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 11,141	$ 10,846	$ 30,117	$ 28,940
Operating Segments [Member] | Commercial Airplanes Segment [Member] | Europe
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,882	1,754	7,189	6,519
Operating Segments [Member] | Commercial Airplanes Segment [Member] | China
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	4,677	4,016	9,433	7,510
Operating Segments [Member] | Commercial Airplanes Segment [Member] | Asia Other Than China
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,886	1,898	5,966	4,981
Operating Segments [Member] | Commercial Airplanes Segment [Member] | Middle East
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,598	2,577	3,931	7,157
Operating Segments [Member] | Commercial Airplanes Segment [Member] | Other
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,098	601	3,598	2,773
Operating Segments [Member] | Commercial Airplanes Segment [Member] | United States
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	3,821	3,872	12,170	12,120
Operating Segments [Member] | Defense, Space & Security [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 5,729	$ 5,050	$ 17,084	$ 15,304
Operating Segments [Member] | Defense, Space & Security [Member] | U S Government Contracts [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, excluding assessed tax, Percentage	85.00%	85.00%	86.00%	88.00%
Operating Segments [Member] | Defense, Space & Security [Member] | Fixed-price Contract [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, excluding assessed tax, Percentage	64.00%	63.00%	65.00%	64.00%
Operating Segments [Member] | Defense, Space & Security [Member] | Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, excluding assessed tax, Percentage	97.00%	98.00%	98.00%	98.00%
Operating Segments [Member] | Defense, Space & Security [Member] | Non-US [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 1,551	$ 1,133	$ 4,883	$ 3,380
Operating Segments [Member] | Defense, Space & Security [Member] | United States
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	4,178	3,917	12,201	11,924
Intersegment Eliminations [Member] | Global Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	52	12	145	38
Intersegment Eliminations [Member] | Commercial Airplanes Segment [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 314	$ 675	$ 1,122	$ 1,566

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Schedule Of Unallocated Items and Eliminations (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Segment Reporting Information [Line Items]
Share-based plans			$ (150)	$ (151)
Unallocated items, eliminations and other [Member]
Segment Reporting Information [Line Items]
Share-based plans	$ (24)	$ (21)	(60)	(67)
Deferred compensation	(56)	(78)	(112)	(174)
Amortization of previously capitalized interest	(19)	(22)	(67)	(68)
Eliminations and other unallocated items	(359)	(112)	(929)	(462)
Unallocated items, eliminations and other	(458)	(233)	(1,168)	(771)
FAS/CAS service cost adjustment	337	346	1,019	1,049
Unallocated items, eliminations and other [Member] | Pension Plans, Defined Benefit [Member]
Segment Reporting Information [Line Items]
FAS/CAS service cost adjustment	260	271	780
Net periodic benefit cost included in Earnings from operations				811
Unallocated items, eliminations and other [Member] | Other Postretirement Benefit Plan, Defined Benefit [Member]
Segment Reporting Information [Line Items]
FAS/CAS service cost adjustment	$ 77	$ 75	$ 239	$ 238

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Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Segment Reporting Information [Line Items]
Assets	$ 114,659	$ 112,362
Operating Segments [Member] | Commercial Airplanes [Member]
Segment Reporting Information [Line Items]
Assets	65,509	64,647
Operating Segments [Member] | Defense, Space & Security [Member]
Segment Reporting Information [Line Items]
Assets	18,688	18,476
Operating Segments [Member] | Global Services [Member]
Segment Reporting Information [Line Items]
Assets	12,843	12,491
Operating Segments [Member] | Boeing Capital [Member]
Segment Reporting Information [Line Items]
Assets	3,120	3,156
Unallocated items, eliminations and other [Member]
Segment Reporting Information [Line Items]
Assets	$ 14,499	$ 13,592

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Subsequent Events Subsequent Events (Narrative) (Details) - KLX [Member] - Subsequent Event [Member] $ in Millions	Oct. 09, 2018 USD ($)
Subsequent Event [Line Items]
Business Combination, Consideration Transferred	$ 4,316
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt	$ 1,029