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and excellence in incorporating environment, healthand safety values and best practices at every level ofthe company.We’ll take steps this year to transform our approach tofirst-time quality through an enterprise-wide effort, andwe’re also transforming our enterprise systems and processes, creating the digital engineering, manufacturingand supply chain capabilities that will enable our future.Portfolio of the Future With our eyes on the horizon,we’re investing in our business to drive innovation,fuel growth and provide customers unmatched valuecombined with more capability, efficiency and reliability.You see this in the amazing products and services we’rebringing to market today as well as new breakthroughs.We’re working on innovations currently that will changethe world—connecting people, cultures, economiesand products more easily. From artificial intelligenceand quantum computing to autonomous air vehicles,high-speed aircraft and new spacecraft that one day willtransport people and cargo efficiently to and from a newspace ecosystem, we’re redefining mobility. That’s whyin 2018 we established Boeing NeXt, a new organizationfocused on defining the future of urban, regional andglobal mobility—and it’s already producing results.The future of mobility will require significant technologicaladvancements, more efficient economics, and strongsafety and environmental standards. With our deepexpertise across the commercial, defense and spacemarkets, this is something only Boeing can do. We tooksteps toward this future when Boeing’s autonomouspassenger and cargo air vehicles completed successfulfirst flights.Internally, we’re leveraging our talent and resourcesand aligning teams to pursue innovation in key areas,including additive manufacturing, avionics, and information and data analytics to name a few. As an example,we launched a Disruptive Computing and Networksorganization last year to develop computing andcommunications solutions for advanced commercialand government aerospace applications.Concurrently, we’re bringing in ideas from outside thecompany, including through industry partners and ourBoeing HorizonX innovation cell, which is uncoveringand accelerating potentially transformative aerospacetechnologies, manufacturing innovations and emergingbusiness models.While organic investment remains our primary engine forinnovation and growth, we’re also making complementaryinorganic investments where they add strategic, longterm value. In the past year, we completed our acquisitionof KLX, a major global provider of aviation parts andservices, and started operations for our airplane seatjoint venture with Adient and auxiliary power units jointventure with Safran. We also moved forward on ourstrategic partnerships with Embraer, which whenfinalized will strengthen our respective commercial anddefense portfolios.Living Our Enduring Values It’s our people who bringour vision and strategy to life. Through ongoing investment in them, we’re growing even stronger and morecompetitive with the industry’s best team and talent.Fueled by the 300 million in investments we announcedas a result of U.S. tax reform, we launched new workforcedevelopment programs last year that include an onlinenetwork of resources designed to make learning moreaccessible to employees. We also took on significantworkplace and facility upgrades to create a better workexperience and foster more collaboration and increasedproductivity, and we demonstrated our commitment toproviding teammates with training and development incritical skills through a partnership with the U.S. NationalScience Foundation.We take tremendous pride in what we do at Boeing,but it’s equally important to feel proud of how we do it.I credit our team members for continuing to embrace newand different ways of working together as a One Boeingteam with integrity, trust and respect, and demonstratingevery day what it means to live our enduring values.Through their efforts, we’re creating a performanceaccelerating, values-centric culture that will enable us toachieve our aspiration.Demonstrating our values, Boeing teams also have a richhistory of strengthening the global communities we callhome through giving and volunteerism, additional areasin which we continue to make significant investments.Boeing’s corporate giving exceeded 240 million in 2018 —a company record—as we continue to drive positive,lasting change across the globe in important areas suchas STEM learning and veterans’ support.Boeing’s leadership position in the aerospace industryalso is making a meaningful difference in addressingaviation’s impact on climate change. Since 2007, Boeingreduced greenhouse gas emissions 28 percent whileincreasing aircraft deliveries 66 percent. This successled Boeing to aim for bolder future goals in a newenvironment strategy for 2018 to 2025. In aligning withenvironmental standards, we received a “leadership”ranking in climate change in 2018 from the CDP, formerlyknown as the Carbon Disclosure Project.A Bold, Achievable Vision We have the right visionand winning strategy, the right mix of products andservices, and the right team to succeed in the marketplace now and for decades to come.Everyone at Boeing has the potential to make a difference, and when banded together, our collective effortscan change the world. That’s the power of One Boeing.I look forward to realizing our incredibly promising future,together, with my Boeing teammates and our partnersaround the globe and to delivering innovation, inspirationand value for all our stakeholders.Dennis A. MuilenburgChairman, President and CEO4

EXECUTIVE COUNCILFront row, left to right:Kevin G. McAllisterExecutive Vice President,President andChief Executive Officer,Commercial AirplanesLeanne G. CaretExecutive Vice President,President andChief Executive Officer,Defense, Space & SecurityGregory D. SmithChief Financial Officer andExecutive Vice President,Enterprise Performance& StrategyStanley A. DealExecutive Vice President,President andChief Executive Officer,Boeing Global ServicesMiddle row, left to right:Jenette E. RamosSenior Vice President,Manufacturing, Supply Chain &OperationsTimothy J. KeatingExecutive Vice President,Government OperationsDiana L. SandsSenior Vice President,Office of Internal Governanceand AdministrationJ. Michael LuttigExecutive Vice President,and General CounselBack row, left to right:Theodore Colbert IIIChief Information Officer,and Senior Vice President,Information Technology &Data AnalyticsGregory L. HyslopChief Technology Officer,and Senior Vice President,Boeing Engineering,Test & TechnologyHeidi B. CapozziSenior Vice President,Human ResourcesBertrand-Marc AllenPresident, Boeing InternationalAnne C. ToulouseSenior Vice President,Communications5

“On the T-X, we’re setting thetone for future programs. Ourteam is creating new technologiesand new engineering processes,breaking the norm and beinginquisitive. That pioneeringinstinct is infectious. I’m buildingan international sales team thatwill replicate that approach.It’s exciting. We’re Boeing:We set high expectations andeven higher aspirations.”CECILIA PEREZINTERNATIONAL SALES MANAGERSt. Louis,Missouri“Team members building thepassenger air vehicle have learnedto trust themselves, step out oftheir comfort zones and have thefreedom to shape their work. Itwas wonderful to see our teamdeliver over and above what eventhey thought they could do. Boeingcreates that environment andwe push the envelope. We’reBoeing: We inspire and energizeeach other.”DIANA SIEGEL AURORAVP OF MOBILITY PROGRAMAurora Flight SciencesPassenger Air Vehicle(see page 134)6Lucerne,Switzerland

T-X Trainer (see page 131)“At Boeing, we are pushing thefrontier of data analytics in theaviation industry. Working hand inhand with our customers aroundthe world, my team uses advanceddata science methodologies torealize maximum efficienciesacross the full spectrum of flight.We harness insights from thevast amounts of data generatedby connected airplanes to tacklesome of the toughest challengesin aviation today—and anticipatethe questions of tomorrow.We’re Boeing: We’re reachinghigher for solutions.”DAWEN NOZDRYN-PLOTNICKIDIRECTOR OF ANALYTICS SOLUTIONSVancouver,British Columbia787 Dreamliner Flight Deck(see page 130)7

The Boeing 737 MAX(see page 129)8

“It’s a dream come true to work fora company like this. As a memberof the flight-test instrumentationteam, I talk with Seattle teams,the Russia team and Boeing India.It’s exciting to work with so manypeople from different culturesand regions, and we reallysupport each other. We’re Boeing:We collaborate globally.”DARSHAN BOORMANEMECHANICAL AND STRUCTURALANALYSIS ENGINEERBengaluru,Karnataka,India9

“If you show courage and thinkforward, it can really pay off. Thisis the reality of the Dreamliner.We took aircraft and design engineering to the next level and set abenchmark for all of our aircraft.Now we’re setting our sights evenhigher. We’re Boeing: There are nolimits to what a champion can do.”CHAD CHAHAL787 LIAISON ENGINEERINGMANAGERFishermans Bend,AustraliaCST-100 Starliner(see page 132)10

The 787 Dreamliner(see page 130)“At Boeing, we’re doing really coolstuff in space. I work on a classified program positioning satellites,and in the future I would love toride on the Starliner or even travelto Mars on the Space LaunchSystem. It’s exciting working for acompany that’s leading the futureof space travel. We’re Boeing:We’re excited about the future.”TIFFANY DAVISSPACECRAFT CONTROL ENGINEERArlington,Virginia11

GlobalServicesMarket(2018–2027) in billions601814118123414151621,480Total1 Non-U.S.2 U.S.117181415161718Diluted earnings per shareCore earnings per share*Total backlog includes contractual and unobligated backlog. See page 23 of the Form 10-K.† *Non-GAAP measures. See page 128.Amounts prior to 2016, along with 2016 Backlog, do not reflect the impact of the adoption in the first quarter of 2018 of 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. See Note 2 to our Consolidated Financial Statements for additional information.Comparison of Cumulative* Five-YearTotal Shareholder Returns 300Years Ending DecemberCompany/IndexBase 123.75241.03268.82S&P 500Aerospace& Defense100111.43117.49139.70197.50181.56S&P 500Index100113.69115.26129.05157.22150.33 225 150 75*Cumulative return assumes 100 invested; includes reinvestment of dividends. 01314The Boeing Company121516S&P 500 Aerospace& Defense1718S&P 500 Index2Total1 CommercialServices2 88.60Based on strong cash generation andconfidence in the company’s outlook,the board of directors in Decemberincreased the quarterly dividend pershare by 20 percent and replaced theexisting share repurchase programwith a new 20 billion authorization.117.8516.011713.8512.3316Reflecting strong performance andsolid deliveries, core earnings per shareof 16.01*, core operating earnings of 10.7 billion* and operating cash flowof 15.3 billion were all companyrecords in 2018.4Operating Cash Flow in billions101.194.090.8Revenue in 2018 was a record 101.1 billion—the first time thecompany has reported annualrevenue of more than 100 billion.3Regional JetsSingle AisleWidebodyFreighterEarnings Per Share93.5Revenues in billions96.1FINANCIAL RESULTS215.31513.3149.4Global Services showed strong growthin its second year, driven by a higherparts volume.1,3401,350130975Offering strong portfolio growth,Defense, Space & Security securedwins for the T-X trainer, MQ-25 andMH-139. Our backlog was 57 billion,of which 30 percent representsorders from outside the U.S.2,8202,325171,680763161,14074815Defense,Space& SecurityMarkets(2018–2027) in billionsCommercialAirplanes Market(2018– 2027) in billions80676217We won 893 Commercial Airplanesnet orders and delivered a record806 Commercial Airplanes in 2018,maintaining market share lead for theseventh consecutive year.723474.616CommercialAirplanes Deliveries490.5473.5502.4Our total backlog rose to 490 billion,with Commercial Airplanes accountingfor 412 billion and nearly 5,900 jetliners. Boeing remains in strong positionto be competitive across addressablecommercial airplane markets, valued at 6.3 trillion over the next 20 years.489.3Total Backlog† in billionsBUSINESS HIGHLIGHTS

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2018orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromCommission file number 1-442toTHE BOEING COMPANY(Exact name of registrant as specified in its charter)Delaware91-0425694State or other jurisdiction ofincorporation or organization(I.R.S. Employer Identification No.)100 N. Riverside Plaza, Chicago, IL60606-1596(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code (312) 544-2000Securities registered pursuant to Section 12(b) of the Act:Common Stock, 5 par valueNew York Stock Exchange(Title of each class)(Name of each exchange on which registered)Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes NoIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. YesNoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). YesNoIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not containedherein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.YesNoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, 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.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 NoAs of June 30, 2018, there were 575,883,680 common shares outstanding held by nonaffiliates of the registrant, and the aggregate marketvalue of the common shares (based upon the closing price of these shares on the New York Stock Exchange) was approximately 193.2billion.The number of shares of the registrant’s common stock outstanding as of February 1, 2019 was 564,985,109.DOCUMENTS INCORPORATED BY REFERENCEPart III incorporates information by reference to the registrant’s definitive proxy statement, to be filed with the Securities and ExchangeCommission within 120 days after the close of the fiscal year ended December 31, 2018.

THE BOEING COMPANYIndex to the Form 10-KFor the Fiscal Year Ended December 31, 2018PART IItem 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Item 2.Item 3.Item 4.Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Page1514141515PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . .Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Item 7. Management’s Discussion and Analysis of Financial Condition andResults of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . .Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . .Item 9. Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Item 9A. Controls ,WHP and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1617184647117117117PART IIIItem 10. Directors, Executive Officers and Corporate Governance. . . . . . . . . . . . .Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Item 12. Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Item 13. Certain Relationships and Related Transactions, and DirectorIndependence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . .118120121121121PART IVItem 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . .Item 16. Form 10-K Su

U.S. Navy's P-8A Poseidon training system; and won a contract to provide crew management solutions to Shenzhen Airlines using Boeing AnalytX-powered services. Strengthened vertical capabilities by opening Boeing Sheffield to produce actuation compo-nents for the 737 and 767 aircraft, forming a joint venture with Safran to design auxiliary power