2012 VOLUNTARY INVESTMENT PLAN
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2012
Commission File No. 1-442
THE BOEING COMPANY VOLUNTARY INVESTMENT PLAN
THE BOEING COMPANY
100 N. Riverside Plaza
Chicago, Illinois 60606-1596


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The Boeing Company
Voluntary Investment Plan
Employer ID No: 91-0425694
Plan Number: 002
Financial Statements as of December 31, 2012 and 2011, and for the Year Ended December 31, 2012, Supplemental Schedule as of December 31, 2012, and Report of Independent Registered Public Accounting Firm



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THE BOEING COMPANY VOLUNTARY INVESTMENT PLAN
TABLE OF CONTENTS 
 
  
Page
  
FINANCIAL STATEMENTS:
  
 
  
  
  
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2012
  
 
  
NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable or are not required.
  
 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Employee Benefit Plans Committee and
Members of The Boeing Company Voluntary Investment Plan
The Boeing Company
Chicago, Illinois

We have audited the accompanying statements of net assets available for benefits of The Boeing Company Voluntary Investment Plan (the “Plan”) as of December 31, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011, and the change in net assets available for benefits for the year ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2012, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. The schedule has been subjected to the auditing procedures applied in our audit of the basic 2012 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Seattle, Washington
June 26, 2013




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THE BOEING COMPANY VOLUNTARY INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2012 AND 2011
(Dollars in millions)
 
2012

 
2011

ASSETS:
 
 
 
 
Investments — at fair value — interest in Master Trust
 

$36,593

 

$33,086

Receivables:
 
 
 
 
Employer contributions
 


 
26

Loans to Members
 
675

 
648

 
 
675

 
674

NET ASSETS AVAILABLE FOR BENEFITS — At fair value
 
37,268

 
33,760

ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACTS
 
(656
)
 
(503
)
NET ASSETS AVAILABLE FOR BENEFITS
 

$36,612

 

$33,257

See notes to financial statements.

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THE BOEING COMPANY VOLUNTARY INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2012
(Dollars in millions)
 
ADDITIONS:
 
Net Master Trust activity

$2,794

Income from loans
23

Contributions:
 
Employer
661

Member
1,576

Total contributions
2,237

Total additions
5,054

DEDUCTIONS — Benefits paid
1,855

NET ADDITIONS
3,199

ASSETS TRANSFERRED FROM OTHER PLANS
156

NET ASSETS AVAILABLE FOR BENEFITS:
 
Beginning of year
33,257

End of year

$36,612

See notes to financial statements.



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THE BOEING COMPANY VOLUNTARY INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2012 AND 2011 AND FOR THE YEAR ENDED DECEMBER 31, 2012
(Dollars in millions)
1.
DESCRIPTION OF PLAN
The following description of The Boeing Company Voluntary Investment Plan (the “VIP” or the “Plan”) provides only general information. Participants, as defined by the Plan (“Members”), should refer to the Plan document for a more complete description of the Plan’s provisions.
General — The Plan is a defined contribution savings plan designed to provide Members with a means of making regular savings to provide additional security for their retirement. An employee becomes eligible to participate on the first day of employment.
Effective September 30, 2011, the net assets and liabilities of a defined contribution profit-sharing plan, The Boeing Company Employee Financial Security Plan (“FSP”), were transferred into the Plan. The FSP balances provide for salary continuation during extended illness of certain bargaining units of active employees or disbursement of remaining account balance at termination.
The Plan includes an auto-enrollment provision whereby all newly eligible employees since January 1, 2010, are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at a percentage of eligible compensation as defined in the Plan document and their contributions are invested in a designated balanced fund until changed by the participant.
The assets of the Plan, excluding loans and receivables, are held in The Boeing Company Employee Savings Plans Master Trust (the “Master Trust”). State Street Bank and Trust Company (SSBT) serves as trustee for the Master Trust. The Employee Benefit Plans Committee controls and manages the operation and administration of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions — Members may elect to contribute to the Plan from pretax, after-tax, or a combination of both and subject to statutory limitations, between 1% and 25% of their eligible compensation. Certain eligible employees are allowed to make catch-up contributions. This provision is available to Members of age 50 or older during the plan year and who contribute either at least 8% in pretax contributions or have reached a statutory or plan limit for the plan year. Catch-up contributions are ineligible for a Company matching contribution. The Plan also accepts certain rollover contributions.
Under the terms of the Plan, The Boeing Company (the “Company” or “Boeing”) makes matching and Company contributions for eligible Members. Members should refer to the Plan document for details.
Members may elect to change contribution percentages to be effective the next pay period after the request is received, or as soon as administratively possible. The allocation of both their contributions and employer contributions to the funds may be changed at any time and become effective on the day of the change or the next business day according to the time of the request for a change in relation to the stock market close of business.
Members’ Accounts — Individual accounts are maintained for each Plan Member. Each Member’s account is credited with the Member’s contribution and Company’s contribution, allocations of Plan earnings (losses) from the funds in which the account is invested, and charged with an allocation of certain administrative and investment-related expenses, and Member specific charges, if applicable. Allocations are based on Member earnings or account balances, as defined by the Plan document. The benefit to which a Member is entitled is the benefit that can be provided from the Member’s account.
Investment Funds — Upon enrollment in the Plan, Members may direct their contributions and any employer-matching contributions to the investment funds in the Master Trust. These  investment funds consisted of common/collective trusts, separately managed U.S. equity accounts, separately managed non-U.S.

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equity accounts, a separately managed fixed-income account (new for 2012), custom target date funds, a stable value fund (composed of six synthetic guaranteed investment contracts (synthetic GICs)), and Boeing common stock, which is The Boeing Employee Stock Ownership Plan Stock Fund (the “Boeing Stock Fund”) (a dividend payout program), as of December 31, 2012 and 2011. Investment funds are valued daily and Members may elect to change their investment allocations on a daily basis.
Vesting — Member contributions, both pretax and after-tax, employer-matching contributions, Company contributions, and earnings on those contributions are immediately vested.
Withdrawals — Members may elect to withdraw all or a portion of their own pretax contribution accounts, after-tax contribution accounts, employer-matching contribution accounts, Company contribution accounts, and rollover accounts at any time on or after the day the Member attains age 59-1/2. If a Member is under age 59-1/2, withdrawals from pretax contribution accounts are subject to certain hardship rules as provided by the Plan. If a Member takes a hardship withdrawal, the Member may continue contributions to the Plan; however, employer-matching contributions will be suspended for six months following the withdrawal.
In addition, a Member may elect to withdraw all or part of his or her employer-matching contribution account before the Member attains age 59-1/2, but only if the Member has attained his or her fifth anniversary of employment. If such a withdrawal is made, employer-matching contributions will be suspended for six months following the withdrawal. Company contributions may be fully withdrawn upon termination of employment. Withdrawals of after-tax contributions and rollover contributions can be made at any time.
Finally, in the event of illness or injury and if a Member has used all of his or her regular sick leave benefits, a Member with a FSP balance may elect to withdraw, subject to Plan requirements, all or a portion of his or her FSP account balance.
Loans — Members are permitted to borrow up to 50% of the total value of their total vested account balance (excluding a Member’s FSP balance and minus any current outstanding loan balance) with a minimum of one thousand dollars and a maximum of fifty thousand dollars, reduced by the highest outstanding loan balance under all the Company’s savings plans during the last 12 months. Members may have two loans outstanding within the Company’s savings plans at any time. Loans may be additionally limited in accordance with the Plan provisions. The interest rate on new loans is set every month and is equal to the prime rate published in the Wall Street Journal as of the last business day of the calendar month, immediately preceding the date of the loan. Interest rates on outstanding loans ranged from 2.0% to 9.8% at December 31, 2012, with loans maturing at various dates through December 2032.
Loan repayment is made through regular payroll deductions for a period of up to 60 months for general loans and over a longer period for loans used to finance the purchase of a principal residence. If a Member’s employment terminates for any reason, and the loan balances are not paid in full by the termination date, the Member may continue to make monthly loan repayments until the loan is scheduled to be paid off. A loan will continue to be subject to default if a payment has not been made for 90 days, an outstanding loan balance remains 30 days after the scheduled payoff date, or the Member takes a full distribution of their net account balance before the loan is paid off. If the loan defaults, the loan balance will become taxable income to the Member. Member loans are measured at their unpaid principal balance, plus any accrued but unpaid interest.
Benefit Payments — Upon termination of service, a Member may elect to receive a lump-sum amount equal to the value of the Member’s vested interest in his or her account; a partial payment amount; or monthly, quarterly, semiannual, or annual installments of a fixed dollar amount or for a specific number of years, up to 10 years. Generally, a Member may also elect to have all or a portion of his or her Boeing Stock Fund balance paid in shares and/or cash. A Member also has the option to elect an annuity contract. If a Member makes no election, annual distributions of the required minimum amount will begin after age 70-1/2.
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

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Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties — The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Valuation of Investments — Investments in the Master Trust are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Securities traded in markets that are not considered active may be valued using unobservable inputs, such as less recent trade prices, single broker-dealer quotations, related yield curves, and other assumptions about the security. The Master Trust’s investments, as discussed in Note 4, are valued as follows:
Common stock, including Boeing common stock, preferred stock, and other investments (rights, warrants, exchange-traded funds (ETFs), exchange-traded options, and other exchange traded derivatives) traded in active markets on national and international exchanges are primarily valued using a market approach based on the closing market prices of identical instruments on the last trading day of the year. The other exchange-traded derivatives are included in other receivables and other liabilities on the Master Trust’s statements of net assets available for benefits.
Forward and spot currency contracts are valued using a market value approach based on spot foreign currency rates if the contract tenor is two days or less and on interpolated forward rates for any contracts with a tenor greater than two days. Forward and spot currency contracts are included in other receivables and other liabilities on the Master Trust’s statements of net assets available for benefits.
Mutual funds, which are registered investment companies, are valued using a market approach based on quoted market prices to represent the net asset value on the last trading day of the year.
Investments in common/collective trust funds are valued based on the year-end unit value. Unit values are determined by the issuer or third party administrator by dividing the fair values of the total net assets at year-end by the outstanding units. There were no unfunded commitments, no restrictions on redemption frequency, and no advance notice periods required for redemption.
Synthetic GICs are stated at fair value and then adjusted to contract value. There are no reserves against contract value for credit risk of the contract issuer. The fixed-income securities underlying the contracts were valued using prices provided by SSBT, which are based on the pricing methodology stated below for fixed-income securities.
Fixed-income securities are primarily valued using a market approach using matrix pricing, which considers a security’s relationship to other securities for which quoted prices in an active market may be available, or alternatively based on an income approach, which uses valuation techniques to convert future cash flows to a single present value amount. The valuation approach is designed to maximize the use of observable inputs, such as observable trade prices, multiple broker-dealer quotations, related yield curves, and other assumptions about the security (prepayment projections, cash flows, and other security characteristics, etc.) and minimize unobservable inputs. The securities are valued as of the last trading day of the year. Fixed-income instruments that have a delayed future settlement such as To Be Announced securities (TBAs) are valued similarly to fixed-income securities in active markets. TBAs are included in synthetic GICs and payables for securities purchased on the Master Trust’s statements of net assets available for benefits.
Investments in limited partnerships are recorded based upon the Net Asset Value (NAV) provided by the partnerships. There are no unfunded commitments and the Plan does not have the ability to make redemption requests from limited partnerships.

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Other investments include over-the-counter (OTC) priced derivatives, such as options and swap contracts. These derivatives are valued using a market approach and are based upon the expected amount that the Master Trust would receive or pay to exit the derivative at the reporting date. The valuation methodology relies on inputs, including, but not limited to, benchmark yields, swap curves, cash flow analysis, ratings updates, and interdealer broker rates. Credit risk of the derivative counterparties is offset by collateralizing the expected amount that the Master Trust would receive or pay to terminate the derivative.
Cash equivalents and other short-term investments include certificates of deposits, Treasury bills, and discounted notes with original maturities of three months or less for cash equivalents and greater than three months, but less than one year for short-term investments. These investments are primarily valued using a market approach in the same manner as fixed-income securities referenced above. In the event that an instrument with an original maturity of less than three months does not have a market price, then those investments are valued at amortized cost, which approximates fair value.
In accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 946-210-45 through 946-210-55, the synthetic GICs are included at fair value in participant-directed investments in the statements of net assets available for benefits, and an additional line item is presented representing the adjustment from fair value to contract value. The statement of changes in net assets available for benefits is presented on a contract-value basis.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. The net appreciation/depreciation in fair value of investments includes both realized and unrealized gains or losses and is calculated as the difference between the fair value of the assets as of the beginning of the plan year or the purchase date in the current year and either the sales price or the end-of-year fair value.
Valuation Control Process  — Plan management has control processes that are designed to ensure that fair value measurements used by the Master Trust are appropriate and reliable, that they are based on observable inputs wherever possible, and that the valuation approaches are consistently applied and the assumptions used are reasonable. The control processes consist of a framework that provides for oversight of the fair value methodologies and valuations, as well as validation procedures.
The board of directors of the Company has delegated the fiduciary oversight of Plan assets over various retirement plans held within the Master Trust structures to the Employee Benefit Investment Committee (EBIC). The EBIC has sub-delegated this responsibility to the Chief Investment Officer (CIO), who manages the Trust Investments group and chairs the Valuation Committee. The Trust Investments group is responsible for the oversight of the Plan assets including selection and monitoring of investment managers, asset strategies and risk management. The Valuation Committee is responsible for the oversight of the valuation practices of the Master Trust and is represented by members of the Trust Investment group including, Risk Management and Trust Operations, Public Markets, Private Markets, and Investment Strategy. The Valuation Committee meets at least quarterly with the purpose of fulfilling the following responsibilities and provides an annual review to the EBIC of its findings and actions:
Review and approve annually the valuation practices, including those used by third parties
Review and approve the year-end valuations, including the methods used to develop and substantiate the unobservable inputs used in the fair value measurement
Review analysis and benchmarks used by the Company and the Master Trust to assess the reasonableness of the year-end valuations and changes in fair value measurements from period to period
Review and approve annual financial statement disclosures of the investments held in the Master Trust
Limited partnerships are generally valued using the NAV or its equivalent. Valuations provided by the funds are reviewed at least quarterly. The asset manager's audited financial statements are used in the Master Trust's annual financial reporting process, where applicable. Assessments of reasonableness include regular asset manager meetings and review of quarterly reports, third-party reviews and reconciliations, which includes escalation to

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Trust Investments for exceptions, quarterly CIO investment reviews, and reviews of manager valuation policies. Valuation policies are reviewed when a new mandate is entered into with an asset manager, on a rolling three-year basis for existing managers, or as changes to policies are provided by managers.
Fixed income, equity and derivative instruments are generally valued using valuations obtained from pricing vendors. Pricing vendor valuation methodologies and custodian pricing controls and related documentation are assessed for reasonableness on an annual basis. The pricing vendor due diligence process includes reviews of pricing controls and procedures as well as discussions in order to maintain a current understanding on the valuation processes and related assumptions and inputs that may be used by the vendors to price instruments. The custodian due diligence process includes reviews of pricing controls and procedures that are carried out on the Master Trust's behalf. This includes various levels of tolerances checks on price changes, review of stale or unchanged prices, multi-price source comparisons, and vendor price challenges. Additionally, on a monthly basis, the custodian reconciles its valuations to valuations obtained from each investment manager and any exceptions are reported to Trust Investments for resolution, which may include escalation to the Valuation Committee.
Benefits — Benefits are recorded when paid.
Expenses — Necessary and proper expenses of the Plan are paid from the Plan assets at the Master Trust level, except for those expenses the Company is required by law or chooses to pay.
Loans Receivable from Members — Loans receivable from Members is measured at the unpaid principal balance plus any accrued but unpaid interest. Delinquent Member loans are recorded as distributions based on the terms of the Plan document.
Recently Adopted Accounting Guidance — In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends ASC 820, Fair Value Measurements and Disclosures, as of the beginning of the year ended December 31, 2012 (see Note 4). ASU No. 2011-04 is effective for financial statements issued for fiscal years beginning after December 15, 2011, and expands certain disclosures about fair value measurements. The ASU requires the categorization by level for items that are only required to be disclosed at fair value and information about transfers between Level 1 and Level 2. It provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. The ASU requires additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs. The effect of the adoption of ASU No. 2011-04 had no impact on the Plan's statement of net assets available for benefits and statement of changes in net assets available for benefits.
Recent Accounting Guidance Not Yet Adopted — In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which was subsequently modified in January 2013, by ASU No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU No. 2011-11 has requirements that are disclosure-only in nature. It requires disclosures about offsetting and related arrangements for certain financial instruments and derivative instruments, including gross and net information and evaluation of the effect of netting arrangements on the statement of financial position. The Plan does not expect the provisions of this ASU, which are effective for the Plan beginning January 1, 2013, to have a material impact on the Plan's financial statements.
3.
SYNTHETIC GUARANTEED INVESTMENT CONTRACTS
The Master Trust includes the VIP Stable Value Fund (VIP SVF), which is managed by Dwight Asset Management Company LLP (“Dwight”). The VIP SVF holds six synthetic GICs, issued by Bank of America, ING Life Insurance and Annuity Company, Natixis Financial Products, Pacific Life Insurance Company, Prudential Fixed Income Management, and Royal Bank of Canada (collectively, the “wrap providers”).
A synthetic GIC, also known as a wrap contract, is an investment contract issued by an insurance company or other financial institution, backed by diversified bond portfolios that are owned by the VIP SVF. These contracts provide that realized and unrealized gains and losses on the underlying assets are not reflected

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immediately in the net assets of the VIP SVF, but rather are amortized, at a maximum over the duration of the underlying assets, through adjustments to the future interest-crediting rate. Primary variables impacting the future crediting rate of the wrap contracts include current yield of the underlying assets within the wrap contract, duration of the underlying assets covered by the wrap contract, and the existing difference between market value and contract value of the underlying assets within the wrap contract. The issuer guarantees that all qualified participant withdrawals will occur at contract value (or book value), which represents contributions made under the contract, plus earnings, less withdrawals made under the contract and administrative expenses.
The synthetic GICs are included in the Master Trust’s statements of net assets available for benefits, as discussed in Note 4, at fair value in participant-directed investments, and an additional line item is presented representing the adjustment from fair value to contract value. There are no reserves against contract value for credit risk of the contract issuer. The fixed-income securities underlying the contracts are valued using prices provided by SSBT, which are based on the valuation methodology stated in Note 2.
The assets underlying the synthetic GICs are owned by the VIP SVF, which is part of the Master Trust; SSBT is the custodian for the Master Trust assets. The underlying assets of the synthetic GICs are invested in diversified bond portfolios managed by BlackRock Financial Management Inc., ING Investment Management Co., JPMorgan Asset Management (JPMAM), Pacific Investment Management Company, Prudential Fixed Income Management, and Western Asset Management Co. In addition to the diversified bond portfolios, Dwight oversees an allocation to a cash component, which was invested in a SSBT Demand Deposit Account for the majority of 2012 and in a separately managed account, managed by JPMAM, as of December 17, 2012.
The wrap providers are each contractually obligated to pay the principal and specified interest rate that is guaranteed to the VIP SVF, respectively. The respective interest-crediting rates are each based on a formula agreed upon with each issuer; each one may not be less than 0%. Such interest rates are reviewed and reset on a quarterly basis. Synthetic GICs provide prospective crediting interest rates, which are adjusted quarterly based on the interest earnings, fair value, and duration of the underlying diversified bond portfolios. The crediting rate of each contract in any given quarter will reflect market experience from the previous quarter. The wrap providers may not terminate the contracts at any amount less than contract value.
Certain events, such as a Plan termination or a Plan merger outside the Master Trust initiated by the Company, could limit the ability of the VIP SVF to transact at contract value or may allow for the termination of the wrapper contract at less than contract value. The Company does not believe that any events are probable that could limit the ability of the VIP SVF to transact at contract value.
The average yields of the VIP SVF for the years ended December 31, 2012 and 2011, are as follows:
 
 
2012

 
2011

Average yields:
 
 
 
 
Based on annualized earnings (1)
 
1.01
%
 
1.64
%
Based on interest rate credited to participants (2)
 
2.45
%
 
2.72
%
(1) 
Computed by dividing the annualized one-day actual earnings of the VIP SVF on the last day of the plan year by the fair value of the investments of the VIP SVF on the same date.
(2) 
Computed by dividing the annualized one-day earnings credited to participants in the VIP SVF on the last day of the plan year by the fair value of the investments of the VIP SVF on the same date.
4.
MASTER TRUST
The Master Trust assets are invested and records are maintained by each investment fund option. Funds are allocated to the participating plans in accordance with the Plan provisions and participant allocation elections. The allocation of net assets available for benefits is based on the respective number of units held by the plans’ members as of year-end. The allocation of the changes in net assets available for benefits is calculated daily based on the units held by the plans’ members as of that day’s end.

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Effective September 30, 2011, the FSP was merged into the Plan. At December 31, 2012 and 2011, all the net assets of the Master Trust were owned by the Plan.
The Plan’s interest in the Master Trust was $36,593 million and $33,086 million representing 100% of the Master Trust’s net assets at December 31, 2012 and 2011.
Although the Plan is the only participating plan in the Master Trust as of December 31, 2012, the Company intends to keep the Master Trust for potential future acquired plans and file a Form 5500 as a master trust.

The Master Trust’s statements of net assets available for benefits as of December 31, 2012 and 2011, are as follows:

 
 
2012

 
2011

ASSETS:
 
 
 
 
Investments — at fair value:
 
 
 
 
Common/collective trusts
 

$14,458

 

$12,148

Common and preferred stock
 
3,676

 
3,121

Mutual funds
 
4

 
66

Boeing common stock
 
4,805

 
5,270

Synthetic GICs
 
12,578

 
10,547

Limited partnerships
 
1

 
1

Fixed-income securities
 
617

 
3

Other investments
 
3

 

Total investments — at fair value
 
36,142

 
31,156

Cash and cash equivalents
 
529

 
2,031

Receivables:
 
 
 
 
Receivables for securities sold
 
156

 
74

Accrued investment income
 
61

 
62

Other
 
17

 
7

Total receivables
 
234

 
143

Total assets
 
36,905

 
33,330

LIABILITIES:
 
 
 
 
Payables for securities purchased
 
263

 
220

Accrued investment and administration expenses
 
18

 
18

Other
 
31

 
6

Total liabilities
 
312

 
244

NET ASSETS AVAILABLE FOR BENEFITS — At fair value
 
36,593

 
33,086

ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACTS
 
(656
)
 
(503
)
NET ASSETS AVAILABLE FOR BENEFITS
 

$35,937

 

$32,583


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Changes in net assets for the Master Trust for the year ended December 31, 2012, are as follows:
Net appreciation of investments:
 
Common/collective trusts

$1,656

Common and preferred stock
485

Boeing common stock
158

Fixed-income securities
23

Net appreciation of investments
2,322

Interest income
348

Dividend income
193

Investment income
541

Net investment income
2,863

Amounts received from participating plans
2,582

Deductions:
 
Amounts paid to participating plans
2,178

Investment and administration expenses
69

Total deductions
2,247

Assets transferred from other plans
156

Increase in net assets
3,354

Beginning of year
32,583

End of year

$35,937

The net appreciation in fair value of investments, investment income, and investment and administration expenses included in the net Master Trust activity of the Plan were $2,322, $541, and $69, respectively for the year ended December 31, 2012.
5.
FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 for financial assets and financial liabilities are described below:
Basis of Fair Value Measurement:
Level 1 — Values are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 — Values are based on (a) quoted prices for similar assets or liabilities in active markets; (b) quoted prices for identical or similar assets or liabilities in nonactive markets; or (c) valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability.
Level 3 — Values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

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The following tables set forth by level within the fair value hierarchy a summary of Master Trust investments by classes of assets and liabilities on the basis of the nature and risk of the investments measured at fair value on a recurring basis as of December 31, 2012 and 2011, respectively. As required by ASC 820, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Plan’s policy is to recognize transfers between levels at the beginning of the reporting period.

12

Table of Contents

 
 
Quoted Prices
in Active Market
for Identical
Asset
(Level 1)

 
Significant
Other
Observable
Inputs
(Level 2)

 
Significant
Unobservable
Inputs
(Level 3)

 
Balance as of December 31, 2012

Investment assets:
 
 
 
 
 
 
 
 
Common/collective trusts:
 
 
 
 
 
 
 
 
U.S. equity
 
 

 

$7,616

 
 

 

$7,616

Non-U.S. equity
 
 
 
3,141

 
 
 
3,141

Fixed income
 

$9

 
3,374

 
 
 
3,383

Other
 
 
 
318

 
 
 
318

Total common/collective trusts
 
9
 
14,449
 

 
14,458
Common and preferred stocks:
 
 
 
 
 
 
 
 
U.S. equity
 
2,980

 
 
 
 
 
2,980

Non-U.S. equity
 
566

 
130

 
 
 
696

Total common and preferred stocks
 
3,546

 
130

 

 
3,676

Fixed-income securities:
 
 
 
 
 
 
 
 
Corporate bonds
 
 
 
185

 

$1

 
186

Mortgage backed and asset backed
 
 
 
71

 
5

 
76

U.S. government and agency
 
 
 
132

 
 
 
132

Other
 
 
 
223

 
 
 
223

Total fixed-income securities
 

 
611

 
6

 
617

Mutual funds — equity
 
4

 
 
 
 
 
4

Boeing common stock
 
4,805

 
 
 
 
 
4,805

Synthetic GICs:
 
 
 
 
 
 
 
 
U.S. government and agency
 
 
 
5,184

 
14

 
5,198

Corporate bonds
 
 
 
2,835

 
 
 
2,835

Mortgage backed and asset backed
 
 
 
2,734

 
180

 
2,914

Short-term investment
 
 
 
534

 
 
 
534

Other
 
 
 
280

 
9

 
289

Common/collective trusts — fixed-income
 
 
 
808

 
 
 
808

Total synthetic GICs
 

 
12,375

 
203

 
12,578

Limited partnerships
 
 
 
 
 
1

 
1

Other investments
 
 
 
3

 
 
 
3

Total investment assets
 
8,364

 
27,568

 
210

 
36,142

Receivables:
 
 
 
 
 
 
 
 
Forward currency contracts
 
 
 
6

 
 
 
6

Futures
 
2

 
 
 
 
 
2

Total receivables
 
2

 
6

 

 
8

Cash equivalents
 
 
 
12

 
 
 
12

Total financial assets
 

$8,366

 

$27,586

 

$210

 

$36,162

Investment liabilities:
 
 
 
 
 
 
 
 
TBAs
 
 

 

$3

 
 

 

$3

Forward currency contracts
 
 
 
3

 
 
 
3

Total investment liabilities
 


 

$6

 


 

$6


13

Table of Contents

 
 
Quoted Prices
in Active Market
for Identical
Asset
(Level 1)

 
Significant
Other
Observable
Inputs
(Level 2)

 
Significant
Unobservable
Inputs
(Level 3)

 
Balance as of December 31, 2011

Investment assets:
 
 
 
 
 
 
 
 
Common/collective trusts:
 
 
 
 
 
 
 
 
U.S. equity
 
 

 

$6,588

 
 

 

$6,588

Non-U.S. equity
 
 
 
2,136

 
 
 
2,136

Fixed income
 
 
 
3,423

 
 
 
3,423

Short-term investment
 
 
 
1

 
 
 
1

Total common/collective trusts
 

 
12,148

 

 
12,148

Common and preferred stocks:
 
 
 
 
 
 
 
 
U.S. equity
 

$2,513

 
 
 
 
 
2,513

Non-U.S. equity
 
465

 
143

 
 
 
608

Total common and preferred stocks
 
2,978

 
143

 

 
3,121

Fixed-income securities:
 
 
 
 
 
 
 
 
Corporate bonds
 
 
 
3

 
 
 
3

Total fixed-income securities
 

 
3

 

 
3

Mutual funds — equity
 
66

 
 
 
 
 
66

Boeing common stock
 
5,270

 
 
 
 
 
5,270

Synthetic GICs:
 
 
 
 
 
 
 
 
U.S. government and agency
 
 
 
4,388

 

$30

 
4,418

Corporate bonds
 
 
 
2,710

 
 
 
2,710

Mortgage backed and asset backed
 
 
 
3,058

 
18

 
3,076

Short-term investment
 
 
 
150

 
 
 
150

Other
 
 
 
192

 
1

 
193

Total synthetic GICs
 

 
10,498

 
49

 
10,547

Limited partnerships
 
 
 
 
 
1

 
1

Total investment assets
 
8,314

 
22,792

 
50

 
31,156

Receivables:
 
 
 
 
 
 
 
 
Forward currency contracts
 
 
 
 
 
 
 

Futures
 
 
 
 
 
 
 

Total receivables
 

 

 

 

Cash equivalents
 
 
 
12

 
 
 
12

Total financial assets
 

$8,314

 

$22,804

 

$50

 

$31,168

Investment liabilities:
 
 
 
 
 
 
 
 
TBAs
 
 

 

$6

 
 

 

$6

Futures
 
 
 
 
 
 
 

Forward currency contracts
 
 
 
 
 
 
 

Total investment liabilities
 
 
 

$6

 
 
 

$6

Total Master Trust investment assets at fair value classified within Level 3 were $210 and $50 as of December 31, 2012 and 2011, respectively, which primarily consist of fixed-income securities, including those underlying the synthetic GICs, and an investment in a limited partnership. Such amounts were 0.58% and 0.16% of “Total investment assets” in the Master Trust’s statements of net assets available for benefits as of December 31, 2012 and 2011, respectively.


14

Table of Contents

Level 3 Gains and Losses — A summary of changes in the fair value of the Master Trust’s Level 3 investment assets for the years ended December 31, 2012 and 2011, are as follows:
 
January 1, 2012 Beginning Balance

Net Unrealized and Realized Gains

Purchases

Sales

Transfers into Level 3

Transfers out of Level 3

December 31, 2012 Ending Balance

Financial assets:
 
 
 
 
 
 
 
Fixed-income securities:
 
 
 
 
 
 

Corporate bonds
 


$1

 
 
 

$1

Mortgage-backed and asset- backed
 

5


 
 
5

Synthetic GIC:
 
 
 
 
 
 

U.S. government and agency

$30


$1

 

($1
)
 

($16
)
14

Mortgage-backed and asset- backed
18

27

3

(33
)

$178

(13
)
180

Other
1


 

8

 
9

Limited partnerships
1


 
 
 
 
1

Total financial assets

$50


$28


$9


($34
)

$186


($29
)

$210

 
January 1, 2011 Beginning Balance

Net Unrealized and Realized Gains (Losses)

Purchases

Sales

Transfers into Level 3

Transfers out of Level 3

December 31, 2011 Ending Balance

Financial assets:
 
 
 
 
 
 
 
Synthetic GIC:
 
 
 
 
 
 

Corporate bonds

$5

 
 
 
 

($5
)

$—

U.S. government and agency
26


$2

 

($3
)

$5

 
30

Mortgage-backed and asset- backed
20



$1

(3
)
 
 
18

Other
1


 

 
 
1

Limited partnerships
3

(1
)
 
(1
)
 
 
1

Total financial assets

$55


$1


$1


($7
)

$5


($5
)

$50

The net unrealized gain (loss) on Level 3 investment assets still held as of December 31, 2012 and 2011, were $1 and $1 for U.S. government and agency securities, $27 and $0 for mortgage-backed and asset-backed securities and $0 and $(1) for limited partnerships, respectively.
Transfers Between Levels — The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.
$178 and $8 of mortgage and asset-backed securities and other securities, respectively, were transferred into Level 3 during 2012 because the pricing vendor notified Plan management that the significant valuation input was unobservable. Mortgage and asset-backed and U.S. government and agency securities in the amounts of $13 and $16, respectively, were reclassified from Level 3 to Level 2 as additional pricing information, including significant observable inputs, on these securities became available. There were no reclassifications between Level 1 and Level 2 during 2012.

15

Table of Contents

Level 3 Quantitative Disclosure — A summary of quantitative data of the Master Trust’s Level 3 investment assets for the year ended December 31, 2012, is as follows:
 
Level 3 Total

Valuation Technique
Assumptions*
Minimum

Maximum

Weighted Average

Fixed-income securities
 
 
 
 
 
 
    Mortgage-backed and asset-backed
1

Matrix Pricing
Yield
2.72
%
3.97
%
3.45
%
 
 
 
Prepayment Speed
1.00
%
3.00
%
1.84
%
 
 
 
Default Rate
3.00
%
4.00
%
3.42
%
 
 
 
Severity
45.00
%
100.00
%
76.96
%
Fixed-income

$1

 
 
 
 
 
Synthetic GIC
 
 
 
 
 
 
    Mortgage-backed and asset-backed
149

Matrix Pricing
Yield
0.93
%
12.13
%
4.01
%
 
 
 
Prepayment Speed
1.00
%
32.54
%
4.28
%
 
 
 
Default Rate
0.03
%
21.46
%
4.86
%
 
 
 
Severity
6.00
%
100.00
%
50.20
%
    Other (Municipals)
8

Matrix Pricing
Yield
3.00
%
3.01
%
3.00
%
Synthetic GIC
$157
 
 
 
 
 
*Valuation techniques for which no unobservable inputs are disclosed generally reflect the use of third-party pricing services or dealers, and the range of unobservable inputs applied by these sources is not readily available or cannot be reasonably estimated.
Sensitivity Disclosures for Level 3 — For residential mortgage-backed securities, commercial mortgage-backed securities and asset-backed securities, an increase in unobservable yields, loss severity rates, or default rates in isolation would generally result in a decrease in fair value.
For mortgage-backed securities and asset-backed securities, an increase in unobservable prepayment speeds in isolation may result in an increase or a decrease in fair value, depending upon the nature of the security.
For corporate issues, including structured notes and auction rate securities, an increase in unobservable spreads or yields, in isolation, would generally result in a decrease in fair value.
Although the sensitivities of the fair value of these securities to various unobservable inputs are discussed in isolation above, interrelationships exist among observable and unobservable inputs such that a change in any significant unobservable input may affect changes to one or more of the other inputs.
6.
DERIVATIVE FINANCIAL INSTRUMENTS
ASC 815, Derivatives and Hedging, requires disclosures to enable Members to understand how and why derivatives are used, accounted for, and affect the results of operations and financial position. Derivative instruments held by the Master Trust are not designated as hedging instruments under ASC 815.

16

Table of Contents

As of December 31, 2012 and 2011, the Master Trust has invested in derivative contracts which are reflected on the Master Trust’s statements of net assets available for benefits, as discussed in Note 4, as follows:
 
Interest rate

Credit
Foreign
Currency

Equity

Future
Settlement

Total

December 31, 2012
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
Synthetic GICs:
 
 
 
 
 
 
TBAs
 
 
 
 

$3


$3

Other investments:
 
 
 
 
 
 
Swaps

$3

 
 
 
 
3

Other receivables:
 
 
 
 
 
 
Forward contracts
 
 

$6

 
 
6

Futures
 
 
 

$2

 
2

Total assets

$3



$6


$2


$3


$14

Liabilities:
 
 
 
 
 
 
Other liabilities:
 
 
 
 
 
 
Forward contracts
 
 

$3

 
 

$3

Payable for securities purchased:
 
 
 
 
 
 
TBAs
 
 
 
 

$3

3

Total liabilities




$3




$3


$6

December 31, 2011
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
Synthetic GICs:
 
 
 
 
 
 
TBAs
 
 
 
 

$9


$9

Total assets








$9


$9

Liabilities:
 
 
 
 
 
 
Payable for securities purchased:
 
 
 
 
 


TBAs
 
 
 
 

$6


$6

Total liabilities








$6


$6

Realized gains and losses and the change in unrealized gains and losses are reflected in the Master Trust’s statement of changes in net assets available for benefits as net appreciation or depreciation in the fair value of investments. The effect of derivative contracts realized gains and losses and the change in unrealized gains and losses for the year ended December 31, 2012, is reflected in the following tables:
 
 
Interest rate

Credit
Foreign
Currency

Equity

Future
Settlement

Total

December 31, 2012
 
 
 
 
 
 
Net gains:
 
 
 
 
 
 
Forward contracts
 
 

$3

 
 

$3

Futures

$1

 
 

$17

 
18

Options
 
 
 
 
 

Swaps
3

 
 
 
 
3

TBAs
 
 
 
 

$1

1

Total net gains

$4



$3


$17


$1


$25



17

Table of Contents

The following table summarizes the gross notional value of derivative contracts outstanding as of December 31, 2012 and 2011. The gross notional amounts give an indication of the volume of the Master Trust’s derivative activity and significantly exceed the net notional value of the derivative investments, which is more representative of the economic exposure associated with derivatives in the Master Trust.
 
 
Interest rate

Credit

Foreign
Currency

Equity

Future
Settlement

Total

December 31, 2012
 
 
 
 
 
 
Forward contracts
 
 

$348

 
 

$348

Futures

$47

 
1

 
 
48

Options
39

 
4

 
 
43

Swaps
136


$20

 
 
 
156

TBAs
 
 
 
 

$1,580

1,580

Total

$222


$20


$353




$1,580


$2,175

December 31, 2011
 
 
 
 
 
 
Forward contracts
 
 

$21

 
 

$21

Futures
 
 
1


$113

 
114

TBAs
 
 
 
 

$2,670

2,670

Total





$22


$113


$2,670


$2,805

Derivatives are generally used to achieve the desired market exposure of a security, index or currency, or adjust portfolio duration. Derivative contracts are instruments that derive their value from underlying assets, indices, reference interest rates, or a combination of these factors. Refer to Note 2 for further description of how derivative instruments are valued. Certain cash instruments, such as mortgage-backed TBAs meet the definition of a derivative instrument under GAAP. A derivative instrument could be a contract negotiated on behalf of the Master Trust and a specific counterparty; this would typically be referred to as an “OTC contract” or may be a contract eligible for central clearing such as swaps, forward contracts, options, and TBAs. Alternatively, a derivative instrument, such as futures, could be listed and traded on an exchange and referred to as “exchange traded.”
Inherent in the use of OTC derivatives, the Master Trust is exposed to counterparty credit risk on all open OTC positions. Counterparty credit risk is the risk that a derivative counterparty may fail to meet its payment obligation under the derivative contract. As of December 31, 2012 and 2011, the Master Trust counterparty risk was not deemed to be significant, when evaluating counterparty exposure outright or netting collateral against net asset positions on contracts with each counterparty. Additionally, with the use of collateral, master netting agreements assist in mitigating counterparty credit risk.
The Master Trust may be subject to credit-related contingent features for those contracts governed by an International Swaps and Derivatives Association Master Agreement (generally swaps) with each counterparty for each open contract in a net liability position. In those instances, the Master Trust is generally regarded as having liquidity risk. In the event the Master Trust's assets decline by various, prespecified rates over predetermined time periods, the Master Trust is either required to post more collateral or may be required to pay off the open liability contracts given the counterparty's right to terminate the contract. At December 31, 2012, the Master Trust had an insignificant amount of contracts in a net liability position with contingent features; $2 was posted in collateral against those positions.
Interest Rate Risk — Interest rate risk is the risk of change in the market value of the assets due to a change in interest rates. Bond futures, interest rate swaps and interest rate swaptions are generally used to manage interest rate risk or adjust portfolio duration. A futures contract is an agreement between two parties to buy and sell a financial instrument at a set price on a future date. Interest rate swap agreements involve the exchange by the Master Trust, with a counterparty, of respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments, with respect to the notional amount of principal. Interest rate swaptions are options to enter into an interest rate swap based off a set of predetermined conditions.

18

Table of Contents

Credit Risk — Credit risk is the risk of change in the market value of assets due to the change in creditworthiness of the underlying issuer. Credit default swaps are used to achieve the desired credit exposure of a security or basket of securities. Credit default swap agreements involve one party (referred to as the buyer of protection) making a stream of payments to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a default or other credit event for the referenced entity, obligation, or index.
Foreign Currency Risk — Currency risk is the risk of a change in market value due to the change in foreign currency exchange rates. Generally, currency futures and forward contracts are used to achieve the desired currency exposure, or generate value-added performance. Foreign currency futures and forwards are agreements between two parties to buy and sell a set of currencies at a set exchange rate on a specified future date. A currency option gives the buyer the right, but not the obligation, to buy one currency or sell another currency at a set exchange rate on or before a given date.
Equity Risk — Equity risk is the risk of a change in market value of assets due to the change in equity or equity index prices. Equity futures are generally used to achieve the desired market exposure of a security or index or rebalance the total portfolio to the target asset allocation. An equity futures contract is an agreement between two parties to buy and sell a financial instrument at a set price on a future date.
Future Settlement Risk — Future settlement risk is the risk of not receiving the asset or associated gains specified in the contract. Associated gains are derived from the change in market value of the contract due to a change in price of the underlying security. Mortgage TBAs are used to achieve the desired market exposure of a security or asset class or adjust portfolio duration. A TBA is a contract for the purchase or sale of agency mortgage-backed securities to be delivered at a future agreed-upon date.
7.
PLAN AMENDMENTS
Effective January 1, 2012, the Plan was amended to include an auto-escalation feature to automatically increase the pre-tax contribution on an annual basis, up to certain limits, for certain Members who have a default rate of contribution in place. Members should refer to the Plan document for details.
Effective May 15, 2012, the Boeing Helena, Inc. 401(k) Plan & Trust (“Boeing Helena”) and the Solutions Made Simple, Inc. 401(k) Profit Sharing Plan (“SMSi”) were merged into the Plan. Transferred employees are eligible to participate in the Plan coinciding with the date their former plan was frozen.
Effective June 15, 2012, the Argon ST, Inc. 401(k) Profit Sharing Plan & Trust (“Argon”) and the Digital Receiver Technology, Inc. 401(k) Plan (“DRT”) were merged into the Plan. Transferred employees are eligible to participate in the Plan coinciding with the date their former plan was frozen.
Effective September 30, 2011, the FSP merged into the Plan.
Effective September 15, 2011, the Global Aeronautica, LLC 401(k) Plan and the eXMeritus Software Federal Systems, Inc. 401(k) Plan were merged into the Plan. Transferred employees are eligible to participate in the Plan coinciding with the date their former plan was frozen.
8.
ASSETS TRANSFERRED FROM OTHER PLANS
Upon the merger of Boeing Helena and SMSi, effective May 15, 2012, all assets and liabilities of Boeing Helena and SMSi were transferred to the Plan. The fair value of all the assets transferred totaled $2 and $4, respectively.
Upon the merger of Argon and DRT, effective June 15, 2012, all assets and liabilities of Argon and DRT were transferred to the Plan. The fair value of the assets transferred totaled $129 and $21, respectively.
9.
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, 2012 and 2011, to Form 5500:

19

Table of Contents

 
 
 
2012

 
2011

Net assets available for benefits per the financial statements
 

$36,612

 

$33,257

Amounts allocated to withdrawing Members
 
(17
)
 
(5
)
Adjustment from contract value to fair value for fully benefit-responsive investment contracts
 
656

 
503

Net assets available for benefits per Form 5500
 

$37,251

 

$33,755

The following is a reconciliation of total additions per the financial statements for the year ended December 31, 2012, to total income per Form 5500:
Total additions per the financial statements

$5,054

Adjustment from contract value to fair value for fully benefit-responsive investment contracts — December 31, 2012
656

Adjustment from contract value to fair value for fully benefit-responsive investment contracts — December 31, 2011
(503
)
Total income per Form 5500

$5,207

The following is a reconciliation of benefits paid to Members per the financial statements for the year ended December 31, 2012, to Form 5500:
Benefits paid to Members per the financial statements

$1,855

Amounts allocated to withdrawing Members — December 31, 2012
17

Amounts allocated to withdrawing Members — December 31, 2011
(5
)
Amounts deemed distributions of Member loans as reflected in the Form 5500
(2
)
Benefits paid to Members per Form 5500

$1,865

Amounts allocated to withdrawing Members are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date.
Amounts deemed distributions of Member loans as reflected in the Form 5500 are for loans that Members failed to make a payment within 90 days of receipt of the last loan payment made or Members who failed to repay the loan in full within 30 days after the end of the repayment period for the year ended December 31, 2012.
10.
SIGNIFICANT INVESTMENTS
At the direction of the participating Members of the Plan, the Master Trust has invested in the following funds, representing 5% or more of net assets available for benefits as of December 31, 2012 and 2011, stated at fair value:
 
2012

 
2011

SSBT Flagship S&P 500 Index Non-Lending Series Fund Class A

$5,981

 

$4,586

Boeing common stock
4,805

 
5,270

SSBT Bond Market Index Non-Lending Series Fund Class A
3,102

 
2,589

SSBT Global All Cap Equity ex-US Index Non-lending Series Fund Class A
2,726

 
1,863

11.
RELATED-PARTY TRANSACTIONS
Certain Master Trust investments are managed by SSBT. SSBT is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. The investment management fees for the Plan are paid at the Master Trust level and included as a reduction of the return earned on each investment.

20

Table of Contents

As of December 31, 2012 and 2011, the Plan held 63,758,333 and 71,851,618 shares of common stock of the Company, with a cost basis of $4,008 and $4,391 and recorded dividend income of $122 and $119, respectively, during the years then ended.
Evercore Trust Company, N.A. (“Evercore”) is the named fiduciary and investment manager of the Boeing Stock Fund. The Company has authorized Evercore with sole responsibility for deciding whether to restrict investment in the Boeing Stock Fund, or to sell or otherwise dispose of all or any portion of the stock held in the Boeing Stock Fund in certain limited circumstances. In the event Evercore determined to sell or dispose of stock in the Boeing Stock Fund, Evercore would designate an alternative investment fund under the Plan for the temporary investment of any proceeds from the sale or other disposition of the Company’s common stock.
12.
TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company by a letter, dated December 10, 2003, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. On November 20, 2009, a request for a letter of determination was filed with the IRS. The Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, the Plan administrator believes the Plan’s tax-exempt status has not been affected and no provision for income taxes has been included in the Plan’s financial statements.
GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012 and 2011, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2005.
13.
PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of termination of the Plan, both Members and Company contributions, including any income earned, will be distributed to the Members.
14.
SUBSEQUENT EVENTS
Effective March 1, 2013, the Plan was amended to include a Company contribution and to increase the matching contribution for Society of Professional Engineering Employees in Aerospace (“SPEEA”) Northwest Engineers Members hired on or after March 1, 2013.
Effective March 22, 2013, the Plan was amended to include a Company contribution and to increase the matching contribution for SPEEA Northwest Technical Unit Members hired on or after March 22, 2013.
*  *  *  *  *  *

21

Table of Contents


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
  
THE BOEING COMPANY VOLUNTARY
 
 
 
 
 
  
INVESTMENT PLAN
 
 
 
 
 
 
June 26, 2013
 
 
  
/s/ Rita Daily      
 
 
Date
 
 
  
Rita Daily
 
 
 
 
 
  
Vice President
 
 
 
 
 
  
Chief Financial Officer Finance
 
 
 
 
 
  
Shared Services Group


22

Table of Contents

SUPPLEMENTAL SCHEDULE

23

Table of Contents


THE BOEING COMPANY
VOLUNTARY INVESTMENT PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2012

Security Name
Maturity Date
 Coupon
Rate
(%)
 Fair Value
(In Dollars)

317U449D3 IRO USD10Y P2.25 BOA MAR13 PUT 2.25
3/11/2013
 

$10,063

317U450D9 IRO USD10Y P 2.25 BP MAR13 PUT 2.25
3/11/2013
 
10,063

3M CO COMMON STOCK USD.01
 
 
6,902,469

AALBERTS INDUSTRIES NV COMMON STOCK EUR.25
 
 
264,946

ABB FINANCE USA INC COMPANY GUAR 05/22 2.875
5/8/2022
2.88
624,543

ABB LTD REG COMMON STOCK CHF1.03
 
 
1,075,306

ABB TREASURY CENTER USA SR UNSECURED 144A 06/16 2.5
6/15/2016
2.50
519,889

ABBEY NATL TREASURY SERV BANK GUARANT 04/14 2.875
4/25/2014
5.75
888,180

ABBEY NATL TREASURY SERV BANK GUARANT 04/14 VAR
4/25/2014
1.89
399,085

ABBEY NATL TREASURY SERV COVERED REGS 06/15 3.125
6/30/2015
3.13
82,007

ABBOTT LABORATORIES COMMON STOCK NPV
 
 
9,789,368

ABBVIE INC COMPANY GUAR 144A 11/15 1.2
11/6/2015
1.20
5,033,405

ABBVIE INC COMPANY GUAR 144A 11/17 1.75
11/6/2017
3.50
7,232,825

ABBVIE INC SR UNSECURED 144A 11/22 2.9
11/6/2022
8.70
4,618,353

ABC MART INC COMMON STOCK
 
 
60,961

ABERCROMBIE + FITCH CO CL A COMMON STOCK USD.01
 
 
2,739,087

ABERDEEN ASSET MGMT PLC COMMON STOCK GBP.1
 
 
185,580

ABN AMRO BANK NV COVERED 09/15 3.25
9/21/2015
3.25
353,830

ABN AMRO BANK NV SR UNSECURED 144A 01/14 3.
1/31/2014
3.00
2,969,809

ABN AMRO BANK NV SR UNSECURED 144A 01/14 VAR
1/30/2014
2.08
222,550

ACADIA REALTY TRUST REIT USD.001
 
 
1,461,412

ACCENTURE PLC CL A COMMON STOCK USD.0022.5
 
 
15,760,234

ACCESS GROUP INC ACCSS 2005 1 A3
6/22/2022
0.52
1,531,621

ACCESS GROUP INC ACCSS 2008 1 A
10/27/2025
1.62
6,600,058

ACCREDITED MORTGAGE LOAN TRUST ACCR 2004 3 2A2
10/25/2034
1.41
1,994,148

ACCREDITED MORTGAGE LOAN TRUST ACCR 2005 3 A2D
9/25/2035
0.58
1,392,359

ACE INA HOLDINGS COMPANY GUAR 06/14 5.875
6/15/2014
5.88
590,647

ACE INA HOLDINGS COMPANY GUAR 11/15 2.6
11/23/2015
2.60
456,663

ACE LTD COMMON STOCK CHF29.34
 
 
13,534,080

ACE SECURITIES CORP. ACE 2004 HE3 M1
11/25/2034
1.15
1,615,211

ACE SECURITIES CORP. ACE 2004 SD1 A1
11/25/2033
0.70
92,632


24

Table of Contents

Security Name
Maturity Date
 Coupon
Rate
(%)
 Fair Value
(In Dollars)

ACE SECURITIES CORP. ACE 2005 ASP1 A2D
9/25/2035
0.56
1,226,131

ACHMEA HYPOTHEEKBANK NV GOVT LIQUID 144A 11/14 3.2
11/3/2014
3.20
8,386

ACME PACKET INC COMMON STOCK USD.001
 
 
7,877,839

ACORDA THERAPEUTICS INC COMMON STOCK USD.001
 
 
914,848

ACTAVIS INC COMMON STOCK USD.0033
 
 
6,925,725

ACTAVIS INC SR UNSECURED 08/14 5.
8/15/2014
5.00
553,954

ACTAVIS INC SR UNSECURED 10/17 1.875
10/1/2017
1.88
1,190,450

ACTAVIS INC SR UNSECURED 10/22 3.25
10/1/2022
3.25
745,219

ACTELION LTD REG COMMON STOCK CHF.5
 
 
1,098,486

ACTIVISION BLIZZARD INC COMMON STOCK USD.000001
 
 
1,815,861

ACTUANT CORP A COMMON STOCK USD.2
 
 
1,323,101

ACXIOM CORP COMMON STOCK USD.1
 
 
953,316

ADECCO SA REG COMMON STOCK CHF1.
 
 
708,148

ADIDAS AG COMMON STOCK NPV
 
 
295,863

ADJUSTABLE RATE MORTGAGE TRUST ARMT 2004 2 7A2
2/25/2035
1.06
449,428

ADJUSTABLE RATE MORTGAGE TRUST ARMT 2005 5 2A1
9/25/2035
3.11
2,200,242

ADOBE SYSTEMS INC COMMON STOCK USD.0001
 
 
27,181,222

ADT CORP SR UNSECURED 144A 07/17 2.25
7/15/2017
2.25
595,235

ADTRAN INC COMMON STOCK USD.01
 
 
2,690,306

ADVANCE AUTO PARTS INC COMMON STOCK USD.0001
 
 
2,340,523

ADVANTECH CO LTD COMMON STOCK TWD10.
 
 
3,674,283

ADVISORY BOARD CO/THE COMMON STOCK USD.01
 
 
3,612,656

AEGON NV JR SUBORDINA 07/49 VAR
12/31/2049
1.87
2,192,220

AEP TEXAS NORTH COMPANY SR UNSECURED 03/13 5.5
3/1/2013
5.50
2,217,681

AERCAP HOLDINGS NV COMMON STOCK EUR.01
 
 
1,920,800

AETNA INC COMMON STOCK USD.01
 
 
3,279,198

AETNA INC SR UNSECURED 06/16 6.
6/15/2016
6.00
110,239

AETNA INC SR UNSECURED 09/18 6.5
9/15/2018
6.50
1,050,603

AETNA INC SR UNSECURED 09/20 3.95
9/1/2020
3.95
610,323

AETNA INC SR UNSECURED 11/17 1.5
11/15/2017
1.50
140,283

AEW GLOBAL PROPERTIES AEW GLOBAL PROPERTIES FUND 4
 
 
138,399,838

AFFILIATED MANAGERS GROUP COMMON STOCK USD.01
 
 
1,130,613

AFLAC INC SR UNSECURED 02/17 2.65
2/15/2017
2.65
315,366

AFLAC INC SR UNSECURED 08/15 3.45
8/15/2015
3.45
240,099

AGILENT TECHNOLOGIES INC COMMON STOCK USD.01
 
 
8,222,963

AGL CAPITAL CORP COMPANY GUAR 07/16 6.375
7/15/2016
6.38
588,565

AIR LIQUIDE SA COMMON STOCK EUR5.5
 
 
1,253,641

AIR METHODS CORP COMMON STOCK USD.06
 
 
3,325,634

AIR PRODUCTS + CHEMICALS INC COMMON STOCK USD1.
 
 
3,442,299


25

Table of Contents

Security Name
Maturity Date
 Coupon
Rate
(%)
 Fair Value
(In Dollars)

AIRGAS INC COMMON STOCK USD.01
 
 
1,023,543

AKAMAI TECHNOLOGIES INC COMMON STOCK USD.01
 
 
5,455,349

AKER SOLUTIONS ASA COMMON STOCK NOK1.66
 
 
507,165

AKORN INC COMMON STOCK NPV
 
 
2,215,489

AKZO NOBEL COMMON STOCK EUR2.
 
 
768,839

ALABAMA POWER CO SR UNSECURED 10/15 0.55
10/15/2015
0.55
299,165

ALABAMA POWER CO SR UNSECURED 11/13 5.8
11/15/2013
5.80
627,097

ALAMOS GOLD INC COMMON STOCK NPV
 
 
588,852

ALEXION PHARMACEUTICALS INC COMMON STOCK USD.0001
 
 
5,811,436

ALGETA ASA COMMON STOCK NOK.5
 
 
1,558,278

ALIGN TECHNOLOGY INC COMMON STOCK USD.0001
 
 
1,850,953

ALK ABELLO A/S COMMON STOCK DKK10.
 
 
508,736

ALKERMES PLC COMMON STOCK USD.01
 
 
3,289,152

ALLEGHENY TECHNOLOGIES INC COMMON STOCK USD.1
 
 
2,100,912

ALLEGIANT TRAVEL CO COMMON STOCK USD.001
 
 
1,908,660

ALLERGAN INC COMMON STOCK USD.01
 
 
23,651,663

ALLETE INC COMMON STOCK NPV
 
 
1,680,385

ALLIANCE DATA SYSTEMS CORP COMMON STOCK USD.01
 
 
12,072,550

ALLIANT ENERGY CORP SR UNSECURED 10/14 4.
10/15/2014
4.00
342,478

ALLIANZ SE REG COMMON STOCK NPV
 
 
1,799,781

ALLIED WORLD ASSURANCE COMPANY GUAR 08/16 7.5
8/1/2016
7.50
1,772,279

ALLSCRIPTS HEALTHCARE SOLUTI COMMON STOCK USD.01
 
 
393,756

ALLSTATE CORP SR UNSECURED 05/14 6.2
5/16/2014
12.40
5,713,393

ALLSTATE CORP SR UNSECURED 08/14 5.
8/15/2014
10.00
2,930,386

ALLY AUTO RECEIVABLES TRUST ALLYA 2009 B A4 144A
12/15/2014
3.05
825,564

ALLY AUTO RECEIVABLES TRUST ALLYA 2010 1 A3
5/15/2014
1.45
65,348

ALLY AUTO RECEIVABLES TRUST ALLYA 2010 2 A3
7/15/2014
1.38
480,631

ALLY AUTO RECEIVABLES TRUST ALLYA 2010 3 A4
8/17/2015
1.55
947,773

ALLY AUTO RECEIVABLES TRUST ALLYA 2010 4 A3
11/17/2014
0.91
227,812

ALLY AUTO RECEIVABLES TRUST ALLYA 2011 1 A3
1/15/2015
1.38
591,666

ALLY AUTO RECEIVABLES TRUST ALLYA 2011 2 A4
4/15/2016
1.98
921,290

ALLY AUTO RECEIVABLES TRUST ALLYA 2011 3 A3
8/17/2015
0.97
992,344

ALLY AUTO RECEIVABLES TRUST ALLYA 2011 4 A4
6/15/2016
1.14
2,209,127

ALLY AUTO RECEIVABLES TRUST ALLYA 2012 2 A3
4/15/2016
0.74
2,270,661

ALLY AUTO RECEIVABLES TRUST ALLYA 2012 3 A3
8/15/2016
0.85
237,299

ALLY AUTO RECEIVABLES TRUST ALLYA 2012 3 A4
2/15/2017
1.06
797,308

ALLY AUTO RECEIVABLES TRUST ALLYA 2012 4 A3
1/17/2017
0.59
444,656

ALLY AUTO RECEIVABLES TRUST ALLYA 2012 4 A4
10/16/2017
0.80
857,752

ALLY AUTO RECEIVABLES TRUST ALLYA 2012 5 A3
3/15/2017
0.62
3,089,513


26

Table of Contents

Security Name
Maturity Date
 Coupon
Rate
(%)
 Fair Value
(In Dollars)

ALLY FINANCIAL INC COMPANY GUAR 02/15 8.3
2/12/2015
8.30
89,100

ALMIRALL SA COMMON STOCK EUR.12
 
 
977,778

ALTEN COMMON STOCK NPV
 
 
320,628

ALTERA CORP COMMON STOCK USD.001
 
 
7,114,512

ALTERRA CAPITAL HOLDINGS LTD COMMON STOCK USD1.
 
 
3,149,528

ALTRIA GROUP INC COMMON STOCK USD.333
 
 
2,102,941

ALTRIA GROUP INC COMPANY GUAR 05/21 4.75
5/5/2021
9.50
4,646,423

ALTRIA GROUP INC COMPANY GUAR 08/19 9.25
8/6/2019
18.50
150,243

ALTRIA GROUP INC COMPANY GUAR 08/22 2.85
8/9/2022
5.70
4,037,278

ALTRIA GROUP INC COMPANY GUAR 11/13 8.5
11/10/2013
25.50
4,528,218

ALTRIA GROUP INC COMPANY GUAR 11/18 9.7
11/10/2018
19.40
1,819,906

AMAZON.COM INC COMMON STOCK USD.01
 
 
46,280,079

AMAZON.COM INC SR UNSECURED 11/15 0.65
11/27/2015
1.30
5,127,906

AMAZON.COM INC SR UNSECURED 11/17 1.2
11/29/2017
1.20
775,713

AMDOCS LTD COMMON STOCK GBP.0001
 
 
4,778,994

AMEC PLC COMMON STOCK GBP.5
 
 
395,578

AMER EXPRESS CREDIT CO SR UNSECURED 08/13 7.3
8/20/2013
14.60
17,782,434

AMER EXPRESS CREDIT CO SR UNSECURED 08/14 5.125
8/25/2014
5.13
391,040

AMER EXPRESS CREDIT CO SR UNSECURED 09/15 2.75
9/15/2015
5.50
1,415,316

AMER SPORTS OYJ COMMON STOCK NPV
 
 
260,302

AMERICA MOVIL SAB DE CV COMPANY GUAR 03/14 5.5
3/1/2014
5.50
1,054,188

AMERICA MOVIL SAB DE CV COMPANY GUAR 03/20 5.
3/30/2020
5.00
93,078

AMERICA MOVIL SAB DE CV COMPANY GUAR 03/35 6.375
3/1/2035
6.38
105,292

AMERICAN ASSETS TRUST INC REIT USD.01
 
 
1,058,268

AMERICAN CAMPUS COMMUNITIES REIT USD.01
 
 
2,394,147

AMERICAN CREDIT ACCEPTANCE REC ACAR 2012 2 A 144A
7/15/2016
1.89
257,270

AMERICAN ELECTRIC POWER SR UNSECURED 12/17 1.65
12/15/2017
1.65
597,085

AMERICAN EXPR CENTURION COMPANY GUAR 11/15 0.875
11/13/2015
0.88
3,497,428

AMERICAN EXPRESS BK FSB SR UNSECURED 09/17 6.
9/13/2017
6.00
168,974

AMERICAN EXPRESS CO SR UNSECURED 05/14 7.25
5/20/2014
7.25
408,078

AMERICAN EXPRESS CO SR UNSECURED 144A 12/22 2.65
12/2/2022
10.60
5,050,807

AMERICAN EXPRESS CO SUBORDINATED 09/66 VAR
9/1/2066
6.80
4,466,800

AMERICAN EXPRESS CREDIT SR UNSECURED 06/15 1.75
6/12/2015
1.75
3,573,304

AMERICAN HONDA FINAN
1/14/2013
 
9,999,133

AMERICAN HONDA FINANCE SR UNSECURED 144A 04/13 4.625
4/2/2013
4.63
464,781

AMERICAN HONDA FINANCE SR UNSECURED 144A 09/14 1.85
9/19/2014
1.85
5,594,056

AMERICAN HONDA FINANCE SR UNSECURED 144A 09/15 2.5
9/21/2015
2.50
312,843


27

Table of Contents

Security Name
Maturity Date
 Coupon
Rate
(%)
 Fair Value
(In Dollars)

AMERICAN HONDA FINANCE SR UNSECURED 144A 10/13 6.7
10/1/2013
6.70
867,694

AMERICAN HONDA FINANCE UNSECURED 144A 08/15 1.
8/11/2015
1.00
2,493,980

AMERICAN HONDA FINANCE UNSECURED 144A 09/17 1.5
9/11/2017
1.50
299,917

AMERICAN INTL GROUP SR UNSECURED 01/14 3.65
1/15/2014
3.65
3,460,131

AMERICAN INTL GROUP SR UNSECURED 01/18 5.85
1/16/2018
23.40
17,106,391

AMERICAN INTL GROUP SR UNSECURED 03/15 3.
3/20/2015
3.00
1,628,408

AMERICAN INTL GROUP SR UNSECURED 03/17 3.8
3/22/2017
7.60
5,005,795

AMERICAN INTL GROUP SR UNSECURED 05/17 5.45
5/18/2017
5.45
1,694,060

AMERICAN INTL GROUP SR UNSECURED 08/18 8.25
8/15/2018
16.50
18,525,793

AMERICAN INTL GROUP SR UNSECURED 10/15 5.05
10/1/2015
10.10
1,765,392

AMERICAN INTL GROUP SR UNSECURED 12/20 6.4
12/15/2020
19.20
5,273,392

AMERICAN INTL GROUP SR UNSECURED 144A 11/13 3.75
11/30/2013
7.50
2,051,638

AMERICAN MUNI PWR OHIO INC OH AMEPWR 02/28 FIXED 7.334
2/15/2028
7.33
259,126

AMERICAN TOWER CORP REIT USD.01
 
 
6,545,774

AMERICAN TOWER CORP SR UNSECURED 03/22 4.7
3/15/2022
4.70
193,623

AMERICAN TRANSMISSION SY SR UNSECURED 144A 01/22 5.25
1/15/2022
5.25
2,752,267

AMERICAN WATER CAP CORP SR UNSECURED 10/17 6.085
10/15/2017
6.09
65,737

AMERICAN WATER CAP CORP SR UNSECURED 12/42 4.3
12/1/2042
4.30
7,270

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2011 1 A3
9/8/2015
1.39
2,428,360

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2011 2 A3
10/8/2015
1.61
663,598

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2011 3 A3
1/8/2016
1.17
1,105,754

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2011 5 A2
8/8/2015
1.19
544,078

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2011 5 A3
7/8/2016
1.55
1,113,714

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 1 A2
10/8/2015
0.91
551,497

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 2 A2
10/8/2015
1.52
10,423,670

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 2 A3
10/11/2016
1.05
4,535,519

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 3 A2
12/8/2015
0.71
7,988,565

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 3 A3
1/9/2017
0.96
1,307,878

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 3 B
7/10/2017
1.59
6,661,162

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 4 A2
4/8/2016
0.49
3,001,407

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 4 A3
6/8/2017
0.67
1,296,425

AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 5 A2
1/8/2016
0.51
7,226,039

AMETEK INC COMMON STOCK USD.01
 
 
1,246,648

AMGEN INC SR UNSECURED 02/19 5.7
2/1/2019
5.70
1,269,538

AMGEN INC SR UNSECURED 05/22 3.625
5/15/2022
3.63
48,359

AMGEN INC SR UNSECURED 06/16 2.3
6/15/2016
6.90
463,682

AMGEN INC SR UNSECURED 06/17 5.85
6/1/2017
5.85
1,438,846

AMGEN INC SR UNSECURED 11/14 1.875
11/15/2014
5.63
9,326,750


28

Table of Contents

Security Name
Maturity Date
 Coupon
Rate
(%)
 Fair Value
(In Dollars)

AMGEN INC SR UNSECURED 11/21 3.875
11/15/2021
7.75
1,208,002

AMORTIZING RESIDENTIAL COLLATE ARC 2004 1 A5
10/25/2034
0.71
2,052,425

AMPHENOL CORP CL A COMMON STOCK USD.001
 
 
3,675,607

AMPLIFON SPA COMMON STOCK EUR.02
 
 
282,604

AMS AG COMMON STOCK NPV
 
 
235,538

ANADARKO FINANCE CO COMPANY GUAR 05/31 7.5
5/1/2031
7.50
4,227,196

ANADARKO PETROLEUM CORP COMMON STOCK USD.1
 
 
4,267,326

ANADARKO PETROLEUM CORP SR UNSECURED 03/14 7.625
3/15/2014
15.25
2,790,446

ANADARKO PETROLEUM CORP SR UNSECURED 06/14 5.75
6/15/2014
5.75
1,462,988

ANADARKO PETROLEUM CORP SR UNSECURED 09/16 5.95
9/15/2016
11.90
4,678,196

ANADARKO PETROLEUM CORP SR UNSECURED 09/17 6.375
9/15/2017
19.13
2,139,341

ANADARKO PETROLEUM CORP SR UNSECURED 09/36 6.45
9/15/2036
6.45
225,498

ANALOG DEVICES INC COMMON STOCK USD.167
 
 
3,586,246

ANHEUSER BUSCH COS INC COMPANY GUAR 01/13 4.375
1/15/2013
4.38
900,996

ANHEUSER BUSCH INBEV NV COMMON STOCK NPV
 
 
1,251,798

ANHEUSER BUSCH INBEV WOR COMPANY GUAR 01/15 4.125
1/15/2015
4.13
213,717

ANHEUSER BUSCH INBEV WOR COMPANY GUAR 01/19 7.75
1/15/2019
7.75
454,109

ANHEUSER BUSCH INBEV WOR COMPANY GUAR 01/20 5.375
1/15/2020
5.38
839,753

ANHEUSER BUSCH INBEV WOR COMPANY GUAR 03/13 2.5
3/26/2013
2.50
10,628,869

ANHEUSER BUSCH INBEV WOR COMPANY GUAR 04/15 3.625
4/15/2015
7.25
1,920,695

ANHEUSER BUSCH INBEV WOR COMPANY GUAR 04/20 5.
4/15/2020
5.00
1,663,371

ANHEUSER BUSCH INBEV WOR COMPANY GUAR 07/14 1.5
7/14/2014
1.50
177,528

ANHEUSER BUSCH INBEV WOR COMPANY GUAR 07/15 0.8
7/15/2015
0.80
2,025,284

ANHEUSER BUSCH INBEV WOR COMPANY GUAR 07/17 1.375
7/15/2017
2.75
3,648,013

ANHEUSER BUSCH INBEV WOR COMPANY GUAR 07/22 2.5
7/15/2022
2.50
1,298,075

ANHEUSER BUSCH INBEV WOR COMPANY GUAR 11/14 5.375
11/15/2014
16.13
7,691,072

ANNIE S INC COMMON STOCK USD.001
 
 
1,967,356

ANRITSU CORP COMMON STOCK
 
 
754,988

ANSALDO STS SPA COMMON STOCK EUR.5
 
 
181,963

ANSYS INC COMMON STOCK USD.01
 
 
1,771,715

ANZ NEW ZEALAND INTL/LDN BANK GUARANT 144A 08/15 3.125
8/10/2015
3.13
403,416

AON CORP COMPANY GUAR 09/15 3.5
9/30/2015
3.50
484,474

AON PLC COMMON STOCK USD.01
 
 
4,253,956

AON PLC COMPANY GUAR 144A 12/42 4.25
12/12/2042
4.25
44,809


29

Table of Contents

Security Name
Maturity Date
 Coupon
Rate
(%)
 Fair Value
(In Dollars)

APACHE CORP COMMON STOCK USD.625
 
 
2,355,785

APACHE CORP SR UNSECURED 01/37 6.
1/15/2037
6.00
3,005,788

APACHE CORP SR UNSECURED 04/22 3.25
4/15/2022
3.25
678,276

APACHE CORP SR UNSECURED 09/13 6.
9/15/2013
18.00
539,764

APACHE CORP SR UNSECURED 09/18 6.9
9/15/2018
6.90
567,519

APOLLO GLOBAL MANAGEMENT A LTD PART
 
 
2,126,600

APPALACHIAN POWER CO SR UNSECURED 06/17 5.
6/1/2017
5.00
228,701

APPLE INC COMMON STOCK NPV
 
 
72,372,681

APPLIED MICRO CIRCUITS CORP COMMON STOCK USD.01
 
 
1,018,903

APPROACH RESOURCES INC COMMON STOCK USD.01
 
 
1,761,955

ARCH CAPITAL GROUP LTD COMMON STOCK USD.01
 
 
3,670,364

ARENA PHARMACEUTICALS INC COMMON STOCK USD.0001
 
 
1,710,192

ARES CAPITAL CORP COMMON STOCK USD.001
 
 
2,297,750

ARGENT SECURITIES INC. ARSI 2003 W3 M1
9/25/2033
1.34
1,376,906

ARGENT SECURITIES INC. ARSI 2004 W11 M2
11/25/2034
0.91
2,711,833

ARGENT SECURITIES INC. ARSI 2004 W5 AV3B
4/25/2034
0.66
1,217,699

ARIAD PHARMACEUTICALS INC COMMON STOCK USD.001
 
 
815,150

ARIZONA PUBLIC SERVICE SR UNSECURED 06/14 5.8
6/30/2014
5.80
227,716

ARIZONA PUBLIC SERVICE SR UNSECURED 08/16 6.25
8/1/2016
6.25
234,758

ARKLE MASTER ISSUER PLC ARKLE 2010 2A 1A1 144A
5/17/2060
1.71
8,342,249

ARM HOLDINGS PLC COMMON STOCK GBP.0005
 
 
1,305,024

ARRAN RESIDENTIAL MORTGAGES FU ARRMF 2010 1A A1C 144A
5/16/2047
1.64
322,631

ARRAN RESIDENTIAL MORTGAGES FU ARRMF 2010 1A A2B 144A
5/16/2047
1.59
268,443

ARROW ELECTRONICS INC SR UNSECURED 07/13 6.875
7/1/2013
6.88
699,135

ARROW ELECTRONICS INC SR UNSECURED 11/15 3.375
11/1/2015
3.38
398,428

ARUBA NETWORKS INC COMMON STOCK USD.0001
 
 
3,955,241

ASBURY AUTOMOTIVE GROUP COMMON STOCK USD.01
 
 
1,596,055

ASHMORE GROUP PLC COMMON STOCK GBP.0001
 
 
413,033

ASIAN PROPERTY DEVE FOREIGN COMMON STOCK THB1. A
 
 
307,795

ASIF GLOBAL FINANCNG XIX SR SECURED 144A 01/13 4.9
1/17/2013
4.90
1,000,411

ASM INTERNATIONAL NV COMMON STOCK EUR.04
 
 
340,111

ASM PACIFIC TECHNOLOGY COMMON STOCK HKD.1
 
 
2,961,304

ASML HOLDING NV COMMON STOCK EUR.09
 
 
1,761,045

ASML HOLDING NV NY REG SHS NY REG SHRS EUR.09
 
 
3,090,778

ASOS PLC COMMON STOCK GBP.035
 
 
244,956

ASPEN TECHNOLOGY INC COMMON STOCK USD.1
 
 
7,270,011

ASSA ABLOY AB B COMMON STOCK NPV
 
 
521,051


30

Table of Contents

Security Name
Maturity Date
 Coupon
Rate
(%)
 Fair Value
(In Dollars)

ASSET BACKED SECURITIES CORP H ABSHE 2003 HE7 M1
12/15/2033
1.18
2,668,463

ASTELLAS PHARMA INC COMMON STOCK
 
 
2,524,251

ASTRAZENECA PLC SPONS ADR ADR
 
 
5,068,526

ASTRAZENECA PLC SR UNSECURED 09/37 6.45
9/15/2037
6.45
60,945

AT+T CORP SR UNSECURED 03/13 6.5
3/15/2013
6.50
606

AT+T INC COMMON STOCK USD1.
 
 
8,391,430

AT+T INC SR UNSECURED 01/38 6.3
1/15/2038
6.30
2,602,917

AT+T INC SR UNSECURED 02/17 1.6
2/15/2017
1.60
809,393

AT+T INC SR UNSECURED 02/18 5.5
2/1/2018
11.00
6,474,667

AT+T INC SR UNSECURED 02/22 3.
2/15/2022
3.00
145,603

AT+T INC SR UNSECURED 05/18 5.6
5/15/2018
5.60
168,879

AT+T INC SR UNSECURED 06/16 5.625
6/15/2016
5.63
143,473

AT+T INC SR UNSECURED 08/15 2.5
8/15/2015
5.00
4,066,054

AT+T INC SR UNSECURED 08/16 2.4
8/15/2016
4.80
260,893

AT+T INC SR UNSECURED 08/21 3.875
8/15/2021
3.88
713,285

AT+T INC SR UNSECURED 08/41 5.55
8/15/2041
5.55
1,092,113

AT+T INC SR UNSECURED 09/14 5.1
9/15/2014
20.40
8,621,521

AT+T INC SR UNSECURED 12/15 0.8
12/1/2015
2.40
4,749,862

AT+T INC SR UNSECURED 12/22 2.625
12/1/2022
2.63
1,342,204

ATHENAHEALTH INC COMMON STOCK USD.01
 
 
1,803,932

ATLAS AIR WORLDWIDE HOLDINGS COMMON STOCK USD.01
 
 
1,896,468

ATLAS COPCO AB A SHS COMMON STOCK NPV
 
 
1,177,219

ATMOS ENERGY CORP SR UNSECURED 10/14 4.95
10/15/2014
4.95
428,657

ATRIUM EUROPEAN REAL ESTATE COMMON STOCK NPV
 
 
270,997

AUST + NZ BANKING GROUP SR UNSECURED 144A 01/14 2.125
1/10/2014
2.13
2,454,100

AUST + NZ BANKING GROUP SR UNSECURED 144A 03/16 3.25
3/1/2016
3.25
212,768

AUSTRALIAN GOVERNMENT SR UNSECURED 06/16 4.75
6/15/2016
4.75
33,241

AUSTRALIAN INDEX LINKED SR UNSECURED 09/25 3.
9/20/2025
3.00
2,563,881

AUTOMATIC DATA PROCESSING COMMON STOCK USD.1
 
 
5,727,738

AUTOMETAL SA COMMON STOCK NPV
 
 
146,806

AUTOZONE INC SR UNSECURED 01/15 5.75
1/15/2015
5.75
410,356

AUXILIUM PHARMACEUTICALS INC COMMON STOCK USD.01
 
 
998,767

AVAGO TECHNOLOGIES LTD COMMON STOCK
 
 
7,244,346

AVG TECHNOLOGIES COMMON STOCK EUR.01
 
 
1,258,643

AVIATION CAPITAL GROUP SR UNSECURED 144A 10/20 7.125
10/15/2020
7.13
326,477

AVIS BUDGET RENTAL CAR FUNDING AESOP 2010 5A A 144A
3/20/2017
3.15
708,591


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Table of Contents

Security Name
Maturity Date
 Coupon
Rate
(%)
 Fair Value
(In Dollars)

AVIS BUDGET RENTAL CAR FUNDING AESOP 2012 2A A 144A
5/20/2018
2.80
1,212,691

AVIS BUDGET RENTAL CAR FUNDING AESOP 2012 3A A 144A
3/20/2019
2.10
102,009

AVNET INC COMMON STOCK USD1.
 
 
2,201,777

AXA SA COMMON STOCK EUR2.29
 
 
1,318,799

AXIS SPECIALTY FINANCE COMPANY GUAR 06/20 5.875
6/1/2020
5.88
840,080

AYGAZ AS COMMON STOCK TRY1.
 
 
185,129

AZBIL CORP COMMON STOCK