United States securities and exchange commission logo





                            June 2, 2020

       Gregory Smith
       Chief Financial Officer
       BOEING CO
       100 N. Riverside Plaza
       Chicago, IL 60606

                                                        Re: BOEING CO
                                                            Form 10-K for
Fiscal Year Ended December 31, 2019
                                                            Filed January 31,
2020
                                                            Form 10-Q for
Fiscal Quarter Ended March 31, 2020
                                                            Filed April 29,
2020
                                                            File No. 1-00442

       Dear Mr. Smith:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for Fiscal Year Ended December 31, 2019

       Selected Financial Data, page 18

   1.                                                   We note you provide
disclosure of Operating cash flow in your table of Selected Financial
                                                        Data. Please expand
your disclosure in future filings to include disclosure of Investing
                                                        and Financing cash
flows in order to provide investors with a more balance presentation.
                                                        Refer to Section 202.03
of the SEC's Codification of Financial Reporting Policies for
                                                        guidance.
       Backlog, page 28

   2.                                                   We note from various
news sources that you have experienced significant commercial
                                                        aircraft order
cancellations in fiscal year 2020. We further note your response to our
                                                        prior comment number
two in your letter dated October 18, 2019. As it appears order
 Gregory Smith
FirstNameCO
BOEING LastNameGregory Smith
Comapany NameBOEING CO
June 2, 2020
Page 2
June 2, 2020 Page 2
FirstName LastName
         cancellations are now at significant levels, please be sure to include
robust quantified and
         narrative disclosure of the expected impacts to your backlog, results
of operations and
         cash flows in your future filings.
Management's Discussion and Analysis of FInancial Condition and Results of
Operations
Critical Accounting Policies & Estimates
737 MAX Grounding, page 45

3.       We note your disclosure regarding the 737 MAX grounding and your
recognition of a
         $7.4 billion liability for potential concessions and other
considerations to customers for
         disruptions related to the grounding. In future filings, please
provide enhanced
         disclosures to better clarify the nature and amounts of the various
concessions you are
         providing. It appears your concessions may be in the form of cash,
in-kind consideration
         and other forms of concessions. Please consider providing a tabular
presentation of the
         concessions by type, so that investors can better understand the
expected impacts to your
         cash flows and operating results.

Form 10-Q for the quarter ended March 31, 2020

Liquidity, page 37

4.       We note from your liquidity footnote in note 1 to the financial
statements at March 31,
         2020 trade payables included $4.5 billion payable to suppliers who
have elected to
         participate in supply chain financing programs. To the extent the
supply chain finance
         arrangements are material to your current liquidity and/or are
reasonably likely to affect
         liquidity in the future, please provide the following information,
where relevant:
           The impact these arrangements have on your operating cash flows in
all periods
              presented;
           The intraperiod variability in accounts payable balances attributed
to the programs;
           The material and relevant terms of the arrangements, including the
risks along with
              general benefits;
           Any guarantees provided by subsidiaries and/or the parent;
           Any plans to further extend terms to suppliers;
           Any factors that may limit your ability to continue using similar
arrangements to
              further improve operating cash flows; and
           Trends and uncertainties related to the extension of payment terms
under the
              arrangements.



       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 Gregory Smith
BOEING CO
June 2, 2020
Page 3

      You may contact Kevin Stertzel, Staff Accountant at (202) 551-3723 or
Jean Yu, Staff
Accountant at (202) 551-3305 with any questions.



FirstName LastNameGregory Smith                          Sincerely,
Comapany NameBOEING CO
                                                         Division of
Corporation Finance
June 2, 2020 Page 3                                      Office of
Manufacturing
FirstName LastName