Boeing Reports Second Quarter Results; Updates Outlook 
 
    - Defense and commercial airplane businesses performing  
    - Results include previously disclosed charges related to launch and  
      satellite businesses   
    - Second quarter net loss of $0.24 per diluted share includes previously  
      disclosed charges totaling $0.87 related to the company's Delta IV  
      program and certain satellite programs 
    - Revenues on track at $12.8 billion for the second quarter; 2003 revenue  
      guidance unchanged 
    - Strong operating cash flow of $845 million and free cash flow* of $672  
      million after discretionary pension contribution of $479 million; 2003  
      cash flow guidance unchanged 
    - Revising 2003 earnings per share outlook to reflect announced second  
      quarter charges partially offset by performance 
    - Revising 2004 outlook primarily to reflect updated commercial airplanes  
      deliveries and mix, reduced demand for commercial aviation services and  
      spares, and the revised launch and satellite outlook  
     
    Selected Operating Highlights - Second Quarter 2003: 
     
    - Received approval to proceed toward $14 billion system design and  
      development phase of the U.S. Army's Future Combat System; received U.S.    
      Air Force approval on $16 billion 767 Tanker program 
    - Continued solid Commercial Airplanes' operating performance on planned  
      lower deliveries of 74 airplanes; won 76 commercial airplane orders,  
      including 45 from All Nippon Airways; announced 7E7 systems technology  
      team, selected advanced composite materials for majority of primary  
      structure, and began wind-tunnel testing 
    - Signed service agreements to provide Connexion by Boeing(SM) service on  
      88 Lufthansa airplanes  
 
    Table 1.  Summary Financial Results 
    (Millions, except per share data)                         
 
                                  2nd Quarter                Six Months               
                                                  %                       % 
                                2003     2002  Change    2003     2002  Change 
     
    Revenues                  $12,785  $13,858    (8%) $25,045  $27,679  (10%) 
    Reported Net Income /     
     (Loss)                     ($192)    $779  (125%)   ($670)   ($470) (43%) 
    Reported Earnings /       
     (Loss) per Share          ($0.24)   $0.96  (125%)  ($0.84)  ($0.58) (45%) 
     
    Diluted EPS Impact of     
     Non-Cash SFAS 142 
      Goodwill Impairment     
       Charges                                          ($1.02)  ($2.26) 
     
    Adjusted Earnings per     
     Share*                    ($0.24)   $0.96  (125%)   $0.18    $1.68  (89%) 
     
    Average Diluted Shares    
     for EPS                    800.1    808.1           800.1    807.9 
 
 
    * A complete definition and discussion of Boeing's use of non-GAAP  
      measures, identified by an asterisk (*), is attached at the end of the  
      release. 
 
    CHICAGO, July 23 /PRNewswire-FirstCall/ -- The Boeing Company (NYSE: BA) 
reported a net loss for the second quarter of 2003 of $192 million, or $0.24 
per share, on revenues of $12.8 billion.  This compares with net earnings of 
$779 million, or $0.96 per share, on revenues of $13.9 billion for the second 
quarter of 2002.  
    On July 15, 2003, the company disclosed it would recognize charges related 
to its launch and satellite businesses.  These charges decreased net earnings 
for the quarter by $693 million, or $0.87 per share. 
    "We took strong actions this quarter to recognize and address the 
challenges in our commercial space businesses," said Boeing Chairman and Chief 
Executive Officer Phil Condit.  "Our strong defense portfolio again performed 
well, and Commercial Airplanes and Boeing Capital Corporation are successfully 
managing through the downturn for strong future returns."    
    As shown in Table 2, the company reported losses from operations totaling 
$293 million in the second quarter compared with earnings from operations of 
$1.2 billion in the second quarter of 2002.   Previously announced charges 
related to the satellite and launch businesses reduced earnings from 
operations $1.1 billion.  In addition, second quarter results reflect lower 
planned commercial airplane deliveries and pension income, partially offset by 
strong performance on military programs and ongoing production improvements at 
Commercial Airplanes. 
     
 
    Table 2.  Earnings from Operations & Margins 
    (Millions, except margin percent) 
                                            2nd Quarter      Six Months 
                                           2003    2002     2003    2002 
     
    Earnings / (Losses) from Operations    ($293)  $1,176   ($666)  $2,078 
     
      Add Back: Goodwill Impairment       
       Charges (a)                                           $913      --(b) 
     
    Adjusted Earnings from Operations*     ($293)  $1,176    $247   $2,078 
     
    Operating Margin                       (2.3%)    8.5%   (2.7%)    7.5% 
    Adjusted Operating Margin*             (2.3%)    8.5%    1.0%     7.5% 
 
    (a) See segment results and Boeing press releases dated April 10, 2003, 
        and April 23, 2003, for additional information. 
    (b) Upon adopting SFAS 142 in the first quarter of 2002, the company    
        recorded a transitional goodwill impairment charge of $2.4 billion,     
        $1.8 billion net of tax, presented as a cumulative effect of  
        accounting change.  This charge did not impact 1Q02 reported earnings  
        from operations. 
 
 
    Deferred stock compensation pre-tax expense increased $59 million during 
the quarter due to the increase in the company's stock price from March 31 
through June 30. This resulted in a $0.05 unfavorable impact to earnings per 
share.  Pre-tax expense for share-based plans totaled $120 million and reduced 
earnings per share by $0.09.  Taken together, consolidated stock compensation 
expenses lowered second quarter earnings per share by a total of $0.14. 
    As shown in Table 3, the company generated operating cash flow of $845 
million and free cash flow* of $672 million during the quarter.  The company 
made a discretionary cash contribution to its pension plans of $479 million, 
which reduced second quarter operating cash flow.   This compares with a $325 
million discretionary contribution in the second quarter of 2002.  
 
    Table 3.  Cash Flow 
    (Millions)                   2nd Quarter               Six Months 
                              2003        2002          2003        2002 
 
    Operating Cash Flow (a)   $845        $925          $417       $1,686 
    Less Property, Plant &  
     Equipment, Net          ($173)      ($240)        ($303)       ($463) 
    Free Cash Flow*           $672        $685          $114        1,223 
 
    (a) 2Q03 operating cash flow includes $564 million of cash received from  
        customer financing transactions and classified as Operating Cash Flow  
        compared to $695 million in 2Q02. 2002 operating cash flow reflects  
        previously disclosed reclassification of certain cash flows into  
        investing activities.                                     
 
    As shown in Table 4, cash and debt balances at the end of the quarter were 
down slightly from the first quarter of 2003. 
 
    Table 4.  Quarter-End Cash and Debt Balances 
    (Billions) 
                                                      2Q03              1Q03 
 
    Cash                                              $1.9              $2.0 
     
    Debt Balances: 
    The Boeing Company                                $4.8              $5.1 
    Boeing Capital Corporation                        $9.2              $9.3 
    Non-Recourse Customer Financing                   $0.5              $0.6 
       Total Consolidated Debt                       $14.5             $15.0 
 
 
    Segment Results 
 
    Boeing Commercial Airplanes 
    Commercial Airplanes continues to aggressively manage for profitability 
through the unprecedented downturn in its markets while focusing on the 
future.  During the quarter, Commercial Airplanes continued to resize 
operations, improve efficiency, and pursue a disciplined product development 
strategy, including the new 7E7 airplane.  As part of resizing operations, 
after the quarter Commercial Airplanes announced additional employment 
reductions of 4,000 to 5,000 people, bringing year-end employment estimates in 
the range of 55,000 to 56,000.  Commercial Airplanes results are summarized in  
Table 5. 
 
 
    Table 5. Commercial Airplanes Operating Results 
    (Millions, except deliveries & margin percent)                  
 
                                   2nd Quarter            Six Months  
                                                  %                       %           
                                   2003    2002  Change   2003     2002 Change 
     
    Commercial Airplanes         
     Deliveries                      74     112  (34%)     145      222  (35%) 
     
    Revenues                     $5,819  $7,662  (24%) $11,516  $15,975  (28%) 
    Earnings / (Losses) from     
     Operations                    $313    $560  (44%)    $201   $1,199  (83%) 
     
      Add Back: Goodwill         
       Impairment Charges                                 $341 
     
    Adjusted Earnings from       
     Operations*                   $313    $560  (44%)    $542   $1,199  (55%) 
     
    Operating Margins              5.4%    7.3%           1.7%     7.5% 
    Adjusted Operating Margins*    5.4%    7.3%           4.7%     7.5% 
 
 
    During the second quarter, deliveries of commercial airplanes decreased 34 
percent to 74 airplanes, and revenues fell 24 percent to $5.8 billion when 
compared with the second quarter of 2002.  Earnings from operations totaled 
$313 million, and reflect significantly lower deliveries and revenues and 
higher pension expense, offset by good performance and lower R&D spending.  
Operating margins were 5.4 percent in the period compared to 7.3 percent for 
the second quarter last year. 
    Commercial Airplanes received 76 gross orders during the quarter.  
Contractual backlog grew slightly to $66.0 billion through June 30 compared 
with $65.8 billion at the end of the first quarter.   
 
    Integrated Defense Systems 
    Integrated Defense Systems' revenues increased 7 percent to $6.6 billion, 
up from $6.1 billion in the second quarter of 2002.  Reported operating losses 
totaled $429 million compared with earnings from operations of $639 million in 
the second quarter of 2002 due to the previously disclosed charges recognized 
primarily in the Launch and Orbital Systems segment.  Because of the charges, 
operating margins for the quarter were negative 6.5 percent compared with 10.4 
percent for the same period last year.  Aircraft, weapon, military support and 
network-centric programs continued to perform well.    Integrated Defense 
Systems results are summarized below in Table 6.  
 
    Table 6.  Integrated Defense Systems Operating Results 
    (Millions, except margin percent) 
 
                                    2nd Quarter             Six Months        
                                                   %                       %  
                                2003     2002   Change   2003     2002  Change 
    Revenues 
       Aircraft and Weapon    
        Systems                $2,540  $2,634    (4%)  $5,224   $4,843     8% 
       Network Systems         $2,233  $1,971    13%   $4,187   $3,554    18% 
       Support Systems         $1,019    $866    18%   $1,984   $1,632    22% 
       Launch and Orbital     
        Systems                  $770    $677    14%   $1,428   $1,423     0% 
    Total IDS Revenues         $6,562  $6,148     7%  $12,823  $11,452    12% 
     
    Earnings / (Losses) from  
     Operations 
       Aircraft and Weapon    
        Systems                  $372    $365     2%     $753     $659    14% 
       Network Systems (b)       $101    $144   (30%)    $235     $254    (7%) 
       Support Systems           $107     $93    15%     $216     $144    50% 
       Launch and Orbital     
        Systems (a) (b)       ($1,009)    $37    N.M. ($1,602)    ($13)   N.M. 
    Total IDS Earnings from   
     Operations                 ($429)   $639  (167%)   ($398)  $1,044  (138%) 
     
      Add Back: Goodwill      
       Impairment Charges          --      --            $572      -- 
     
    Adjusted Earnings from    
     Operations*                ($429)   $639  (167%)    $174   $1,044   (83%) 
     
    Operating Margins           (6.5%)  10.4%           (3.1%)    9.1% 
    Adjusted Operating        
     Margins*                   (6.5%)  10.4%            1.4%     9.1% 
 
    (a) 1Q03 results includes SFAS 142 goodwill impairment charges totaling    
        $572 million. 
    (b) 2Q03 results include previously disclosed charges of ~$1,030 million   
        at Launch and Orbital Systems, and ~$70 million at Network Systems.     
 
        "N.M." = Not Meaningful 
 
     
    Aircraft and Weapon Systems again delivered strong profitability.  
Revenues for the quarter fell 4 percent to almost $2.5 billion on lower 
rotorcraft deliveries partially offset by higher JDAM deliveries.  Performance 
remained excellent with operating margins at 14.6 percent, up from 13.9 
percent in 2002, and included continuing investment in the 767 Tanker program.   
    Network Systems results for the second quarter reflected continued growth 
in its homeland security and Department of Defense (DoD) network-centric 
program base as revenues rose 13 percent to $2.2 billion.  Operating margins 
were 4.5 percent, down from 7.3 percent last year, due to previously disclosed 
cost growth on DoD satellite programs.  Margins on missile defense, 
intelligence, and network-centric programs improved from the second quarter of 
2002. 
    Support Systems delivered strong growth with revenues up 18 percent to 
just over $1.0 billion on significant increases in tactical and transport 
aircraft spares and modernization.  Operating margins remained excellent at 
10.5 percent compared with 10.7 percent in the second quarter of 2002. 
    Launch and Orbital Systems revenues for the quarter were up 14 percent to 
$770 million on higher satellite deliveries.  Charges recognized during the 
period, as previously announced, resulted in an operating loss of 
approximately $1 billion.   
    Contractual backlog at the end of the quarter increased to $38.8 billion 
compared with $36.5 billion at the end of the first quarter.  Unobligated 
backlog rose by over $10 billion; this primarily reflects the U.S. Army 
decision to proceed to the system design and development phase of its Future 
Combat System. 
 
    Boeing Capital Corporation 
    Boeing Capital Corporation (BCC) results are summarized in Table 7 below. 
 
    Table 7.  Boeing Capital Corporation Operating Results 
    (Millions) 
 
                                    2nd Quarter             Six Months        
                                                  %                       %  
                                2003     2002   Change   2003     2002  Change 
    
    Revenues                    $287     $255     13%    $570     $483    18% 
    Pre-Tax Income/(Loss) (a)    $72      $73     (1%)   ($41)    $139  (129%) 
 
    (a) Includes financing-related interest expense of $111 million and $99    
        million for 2Q03 and 2Q02, respectively. 
        Year-to-date financing-related interest expense totaled $222 million    
        for 2003 and $189 million for 2002. 
 
 
    During the quarter, revenues increased 13 percent to $287 million as a 
result of portfolio growth during 2003.  Pre-tax income, including interest 
expense, totaled $72 million compared with $73 million in the second quarter 
of 2002.   The slight decline primarily reflects higher depreciation expenses 
when compared with the second quarter of 2002, largely offset by increased 
revenues. 
    BCC's customer financing portfolio grew modestly to $12.0 billion, up from 
$11.7 billion at the end of the first quarter and $11.1 billion in the second 
quarter of 2002.  The increase reflected new business volume totaling $0.6 
billion offset by $0.3 billion of asset run-off and depreciation.  The 
allowance for losses on finance lease and note receivables at quarter-end was 
5.2 percent compared to 5.3 percent at the end of the first quarter.  
    At quarter-end, approximately 78 percent of Boeing Capital Corporation's 
portfolio was related to Boeing products and services (primarily commercial 
aircraft) compared with 76 percent at the end of the first quarter.   
Leverage, as measured by the ratio of debt-to-equity, declined during the 
quarter from 5.6-to-1 to 5.3-to-1. 
 
    "Other" Segment 
    The "Other" segment consists chiefly of the Connexion by Boeing(SM), Air 
Traffic Management, and Boeing technology units, as well as certain results 
related to the consolidation of all business units.  Losses from operations 
for the quarter totaled $57 million as Connexion by Boeing prepares to launch 
full-scale service in 2004.  
    During the second quarter, Connexion by Boeing completed successful 
consumer trials with Lufthansa and British Airways, and signed an initial 
service agreement with Lufthansa for 88 aircraft.  Boeing's Air Traffic 
Management unit continued to build support for a modernized global air traffic 
management system, signing an agreement with the Air Traffic Alliance to 
cooperate on several projects around the world. 
 
    Outlook 
    The outlook below in Table 8 reflects the company's current assessment of 
the markets for its products and services during the guidance period.    
 
    Table 8.  Financial Outlook  
    (Billions, except per share data)                2003           2004  
                                                               
    Revenues                                       +/-$49           +/-$52  
                                                            
    Earnings Per Share (GAAP)                  ($0.07) - $0.03   $1.75 - $1.95  
      Add back: Goodwill Impairment Charges        $1.02                 
    Adjusted Earnings Per Share*                $0.95 - $1.05    $1.75 - $1.95  
                                                              
    Operating Cash Flow                          $3.0 - $3.5      > $3.5  
      Less: Property, Plant & Equipment, Net        +/-$1            +/-$1  
    Free Cash Flow*                              $2.0 - $2.5      > $2.5 
 
 
    The company actively monitors conditions in its key markets.   In the 
commercial aviation market, while there have been some encouraging signs, the 
downturn remains severe and continues to dampen demand across all airplane 
types, particularly the 757.  The timing of a civil aviation industry recovery 
remains uncertain and is unlikely to begin before 2005.   
    In commercial space, the outlook for launch services and satellites 
remains poor, as reflected in the company's decision to focus Delta IV on the 
government launch market.  The company is managing these businesses to address 
market realities and deliver solid future returns.  
    At the same time, the company expects its defense and non-commercial space 
businesses to perform well in their growing markets.  Boeing Integrated 
Defense Systems expects continued growth and performance in its Network 
Systems segment, which contains missile defense, homeland security, 
intelligence, and DoD network-centric businesses.  The Aircraft and Weapon and 
Support segments are expected to deliver results similar to the strong levels 
achieved in 2002.  Thus, strength in defense and non-commercial space markets 
should continue to partially offset the downturn in the company's commercial 
aviation and space markets.   
    Boeing Commercial Airplanes' deliveries forecast for 2003 is unchanged.  
The delivery forecast for 2003 remains approximately 280 airplanes and is 
virtually sold out.  The delivery forecast for 2004 has been narrowed from 
between 275 and 300 airplanes to between 275 and 290 airplanes.  The 2004 
delivery forecast is now approximately 90 percent sold at the lower end of the 
range.  Commercial Airplanes expects demand for aircraft services and spares 
to remain soft due to severe market conditions.  
    Boeing Capital Corporation portfolio growth is expected to slow as 
airplane delivery rates remain at depressed levels.  BCC is focused on 
minimizing risk and preserving value with prudently structured transactions 
and portfolio management.  
    The outlook for 2003 revenues is unchanged at +/- $49 billion.  The 
company is revising its 2004 revenue outlook from $52 - $54 billion to +/- $52 
billion. This revision reflects commercial airplane deliveries as well as 
lower spares and services volume.  The revision also reflects the updated 
commercial space outlook, including the reduced Delta IV manifest. 
    The company is revising its 2003 earnings per share guidance to 
incorporate the charges recognized in the second quarter totaling $0.87 per 
share, partially offset by good performance in other business segments.  On a 
GAAP basis, 2003 earnings per share guidance is revised from $0.68 - $0.88 per 
share to ($0.07) - $0.03 per share.   Adjusted earnings per share* guidance 
has been revised from $1.70 - $1.90 per share to $0.95 - $1.05 per share.  The 
company's 2003 adjusted earnings per share* guidance adds back the charges for 
goodwill impairment ($1.02 per share) recognized in the first quarter to 
better reflect the results of current period operating activities.   
    Charges recognized during the first half of 2003 totaled $2.09 per share, 
of which $1.33 per share are non-cash.  These include $1.02 per share for 
goodwill impairment, $0.20 per share to revalue the customer financing 
portfolio, and $0.11 per share related to depreciation and inventory 
adjustments in the company's Delta IV and commercial satellite businesses.  
Cash charges for the period totaled $0.76 per share, and are spread over the 
next seven years. 
    The company is revising its 2004 earnings per share outlook from $2.10 - 
$2.30 to $1.75 - $1.95 per share.  This primarily reflects the updated 2004 
revenue outlook, as well as the updated 2004 outlook for launch and satellite 
program profitability.  
    The company's cash flow outlook is unchanged.  Operating cash flow is 
expected to be $3.0 to $3.5 billion in 2003 and greater than $3.5 billion in 
2004.  Free cash flow* guidance remains unchanged for 2003 at $2.0 to $2.5 
billion after $479 million of discretionary pension contributions funded 
during the second quarter. The company may make additional discretionary 
funding contributions in 2003.  For 2004, free cash flow* guidance is 
unchanged at greater than $2.5 billion and includes pre-tax pension 
contributions totaling up to $1.0 billion, as previously disclosed.   
    The company's outlook does not contemplate any outcome associated either 
with the current procurement investigation or lawsuit related to the Evolved 
Expendable Launch Vehicle.  
    Boeing expects research and development to remain between 3.0 and 3.5 
percent of sales during the guidance period.  
 
                         Non-GAAP Measure Disclosure 
 
    The following definitions are provided for non-GAAP (Generally Accepted 
Accounting Principles) measures (indicated by an asterisk *) used by the 
company within this disclosure.  Boeing does not intend for the information to 
be considered in isolation or as a substitute for the related GAAP measures.  
Other companies may define the measures differently. 
 
    Adjusted Financial Results 
    Boeing reports adjusted earnings per share, earnings from operations, and 
operating margins excluding SFAS 142 goodwill charges.  Management believes 
that because goodwill is a non-cash charge related to past acquisitions, 
adjusting the company's financial results to exclude goodwill provides 
investors with a clearer perspective on the current underlying operating 
performance of the company.  Management uses earnings from operations 
excluding goodwill charges as an internal measure of business operating 
performance. 
 
    Adjusted Earnings per Share 
    Boeing defines adjusted earnings per share as GAAP earnings per share 
(EPS) less SFAS 142 goodwill charges.  Table 1 reconciles GAAP EPS and 
adjusted EPS. 
 
    Adjusted Earnings from Operations (or Adjusted Operating Losses) 
    Boeing defines adjusted earnings from operations as GAAP earnings from 
operations less SFAS 142 goodwill charges.  Tables 2, 5, 6, and 8 reconcile 
GAAP earnings from operations and adjusted earnings from operations. 
 
    Adjusted Operating Margin 
    Boeing defines adjusted operating margin as the adjusted earnings from 
operations (defined above) divided by revenues.  Tables 2, 5, and 6 reconcile 
GAAP operating margins and adjusted operating margins. 
 
    Free Cash Flow 
    Free cash flow is defined as GAAP operating cash flow less capital 
expenditures for property, plant, and equipment, net.  GAAP operating cash 
flow includes intercompany cash received from the sale of aircraft by Boeing 
Commercial Airplanes (BCA) for customers who receive financing from Boeing 
Capital Corporation (BCC).  The year-to-date contribution to operating cash 
flow related to customer deliveries of Boeing airplanes financed by Boeing 
Capital Corporation totals approximately $0.9 billion, compared to just under 
$1.4 billion for the first half of 2002. 
    GAAP investing cash flow includes a reduction in cash for the intercompany 
cash paid by BCC to BCA, as well as an increase in cash for amounts received 
from third parties, primarily customers paying amounts due on aircraft 
financing transactions.  The majority of BCC's customer financing is funded by 
debt and cash flow from BCC operations.   
    Management believes free cash flow provides investors with an important 
perspective on the cash available for shareholders, debt repayment, and 
acquisitions after making the capital investments required to support ongoing 
business operations and long term value creation.  Free cash flow does not 
represent the residual cash flow available for discretionary expenditures as 
it excludes certain mandatory expenditures such as repayment of maturing debt. 
Management uses free cash flow internally to assess both business performance 
and overall Boeing liquidity.  Table 3 provides a reconciliation between GAAP 
operating cash flow and free cash flow. 
 
        Forward-Looking Information Is Subject to Risk and Uncertainty 
    Certain statements in this release may constitute "forward-looking" 
statements within the meaning of the Private Litigation Reform Act of 1995.  
Words such as "expects," "intends," "plans," "projects," "believes," 
"estimates," and similar expressions are used to identify these forward-
looking statements.  Forward-looking statements in this release include, but 
are not limited to, our assessment of the markets for our products, statements 
discussing the growth of our business segments, and the statements contained 
in the "Outlook" section of this release.  These statements are not guarantees 
of future performance and involve risks, uncertainties and assumptions that 
are difficult to predict.  Forward-looking statements are based upon 
assumptions as to future events that may not prove to be accurate.  Actual 
outcomes and results may differ materially from what is expressed or 
forecasted in these forward-looking statements.  As a result, these statements 
speak only as of the date they were made and we undertake no obligation to 
publicly update or revise any forward-looking statements, whether as a result 
of new information, future events or otherwise.  Our actual results and future 
trends may differ materially depending on a variety of factors, including the 
continued impact of the commercial satellite downturn, the impact of the 
commercial aviation downturn on overall production, as well as the impact on 
production or production rates for specific commercial airplane models, the 
continued operation, viability and growth of major airline customers and non-
airline customers (such as the U.S. Government); adverse developments in the 
value of collateral securing customer and other financings; the occurrence of 
any significant collective bargaining labor dispute; tax settlements with the 
U.S. Government; the Company's successful execution of internal performance 
plans, production rate increases and decreases (including any reduction in or 
termination of an aircraft product), acquisition and divestiture plans, and 
other cost-reduction and productivity efforts; charges from any future SFAS 
142 review; an adverse development in rating agency credit ratings or 
assessments; the actual outcomes of certain pending sales campaigns and U.S. 
and foreign government procurement activities, including procurement of 
tankers by the U.S. Department of Defense; the cyclical nature of some of the 
Company's businesses; unanticipated financial market changes which may impact 
pension plan assumptions; domestic and international competition in the 
defense, space and commercial areas; continued integration of acquired 
businesses; performance issues with key suppliers, subcontractors and 
customers; factors that could result in significant and prolonged disruption 
to air travel worldwide (including impacts flowing from the war in Iraq and 
future terrorist attacks); any additional impacts from the attacks of 
September 11, 2001; global trade policies; worldwide political stability; 
domestic and international economic conditions; price escalation; the outcome 
of political and legal processes, including uncertainty regarding government 
funding of certain programs; changing priorities or reductions in the U.S. 
Government or foreign government defense and space budgets; termination of 
government or commercial contracts due to unilateral government or customer 
action or failure to perform; legal, financial and governmental risks related 
to international transactions; legal proceedings, including U.S. Government 
proceedings and investigations and commercial litigation related to the 
Evolved Expendable Launch Vehicle Program; and other economic, political and 
technological risks and uncertainties. Additional information regarding these 
factors is contained in the Company's SEC filings, including, without 
limitation, the Company's Annual Report on Form 10-K for the year ended 
December 31, 2002 and Form 10-Q for the period ending March 31, 2003. 
 
     
                       The Boeing Company and Subsidiaries 
                       Consolidated Statements of Operations 
                                   (Unaudited) 
     
     
                                            
    (Dollars in millions except           Six months ended  Three months ended 
     per share data)                           June 30           June 30 
                                            2003     2002      2003     2002 
 
    Sales and other operating revenues     $25,045  $27,679  $12,785  $13,858 
    Cost of products and services          (22,184) (23,103) (11,646) (11,532) 
    Boeing Capital Corporation interest    
     expense                                  (222)    (189)    (111)     (99) 
                                             2,639    4,387    1,028    2,227 
    Income from operating investments, net      15       40        9       29 
    General and administrative expense      (1,403)  (1,293)    (791)    (621) 
    Research and development expense          (798)    (844)    (437)    (385) 
    Gain on dispositions, net                   12       42        5       42 
    Share-based plans expense                 (233)    (220)    (119)    (116) 
    Goodwill impairment                       (913) 
    Impact of September 11, 2001,          
     recoveries/(charges)                       15      (34)      12 
    Earnings (loss) from operations           (666)   2,078     (293)   1,176 
    Other income/(expense), net                 29       40       10       28 
    Interest and debt expense                 (185)    (162)     (92)     (80) 
    Earnings (loss) before income taxes       (822)   1,956     (375)   1,124 
    Income tax (expense)/benefit               152     (599)     183     (345) 
    Net earnings (loss) before cumulative  
     effect of accounting change              (670)   1,357     (192)     779 
    Cumulative effect of accounting        
     change, net of tax                              (1,827) 
    Net earnings (loss)                      $(670)   $(470)   $(192)    $779 
    Basic earnings (loss) per share before 
     cumulative effect of accounting       
     change                                 $(0.84)   $1.69   $(0.24)   $0.97 
    Cumulative effect of accounting        
     change, net of tax                               (2.28) 
    Basic earnings (loss) per share         $(0.84)  $(0.59)  $(0.24)   $0.97 
    Diluted earnings (loss) per share      
     before cumulative effect of           
     accounting change                      $(0.84)   $1.68   $(0.24)   $0.96 
    Cumulative effect of accounting        
     change, net of tax                               (2.26) 
    Diluted earnings (loss) per share       $(0.84)  $(0.58)  $(0.24)   $0.96 
    Cash dividends paid per share            $0.34    $0.34    $0.17    $0.17 
     
 
                       The Boeing Company and Subsidiaries 
                  Consolidated Statements of Financial Position 
                                   (Unaudited) 
     
    (Dollars in millions except per share           June 30       December 31 
     data)                                           2003              2002 
     
    Assets 
    Cash and cash equivalents                       $1,879            $2,333 
    Accounts receivable                              5,235             5,007 
    Current portion of customer and       
     commercial financing                              909             1,289 
    Deferred income taxes                            2,042             2,042 
    Inventories, net of advances,         
     progress billings and reserves                  6,384             6,184 
               Total current assets                 16,449            16,855 
    Customer and commercial financing, net          11,419            10,922 
    Property, plant and equipment, net               8,521             8,765 
    Goodwill                                         1,910             2,760 
    Other acquired intangibles, net                  1,081             1,128 
    Prepaid pension expense                          7,249             6,671 
    Deferred income taxes                            2,196             2,272 
    Other assets                                     2,826             2,969 
                                                   $51,651           $52,342 
    Liabilities and Shareholders' Equity 
    Accounts payable and other            
     liabilities                                   $14,120           $13,739 
    Advances in excess of related costs              2,968             3,123 
    Income taxes payable                               653             1,134 
    Short-term debt and current portion   
     of long-term debt                               1,505             1,814 
               Total current liabilities            19,246            19,810 
    Accrued retiree health care                      5,585             5,434 
    Accrued pension plan liability                   6,271             6,271 
    Deferred lease income                              500               542 
    Long-term debt                                  13,083            12,589 
      Shareholders' equity: 
       Common shares, par value $5.00 - 
         1,200,000,000 shares authorized; 
         Shares issued  1,011,870,159    
          and 1,011,870,159                          5,059             5,059 
       Additional paid-in capital                    2,341             2,141 
       Treasury shares, at cost          
        170,935,405 and 171,834,950                 (8,350)           (8,397) 
       Retained earnings                            13,306            14,262 
       Accumulated other comprehensive income       (3,985)           (4,045) 
       ShareValue Trust shares           
        40,835,627 and 40,373,809                   (1,405)           (1,324) 
               Total shareholders' equity            6,966             7,696 
                                                   $51,651           $52,342 
     
 
                       The Boeing Company and Subsidiaries 
                      Consolidated Statements of Cash Flows 
                                   (Unaudited) 
     
                                                         Six months ended 
                                                             June 30 
    (Dollars in millions)                             2003              2002 
     
    Cash flows - operating activities: 
      Net earnings (loss)                            $(670)            $(470) 
      Adjustments to reconcile net earnings (loss)  
        to net cash provided (used) by operating  
        activities: 
          Non-cash items: 
            Impairment of goodwill                     913             2,410 
            Share-based plans expense                  233               220 
            Depreciation                               738               604 
            Amortization of other acquired  
              intangibles                               46                46 
            Amortization of debt discount/premium  
              and issuance costs                         8                 6 
            Pension income                             (99)             (299) 
            Investment/asset impairment charges         56                46 
            Customer and commercial financing  
              valuation provision                      179                17 
            Gain on dispositions, net                  (12)              (42) 
            Other charges and credits, net              53                12 
          Changes in assets and liabilities  
            Accounts receivable                         82              (545) 
            Inventories, net of advances, progress  
              billings and reserves                   (331)            1,119 
            Accounts payable and other liabilities     392              (225) 
            Advances in excess of related costs       (155)           (1,013) 
            Income taxes payable and deferred         (503)              (45) 
            Deferred lease income                      (42)              (39) 
            Prepaid pension expense                   (479)             (340) 
            Accrued retiree health care                151                92 
            Other                                     (143)              132 
              Net cash provided (used) by  
                operating activities                   417             1,686 
     
    Cash flows - investing activities: 
        Customer financing and properties 
         on lease, additions                        (1,035)           (2,003) 
        Customer financing and properties 
         on lease, reductions                          563               760 
        Property, plant and equipment,    
         net additions                                (303)             (463) 
        Acquisitions, net of cash acquired             (71) 
        Proceeds from dispositions                     100                52 
        Contributions to investment in    
         strategic and non-strategic      
         operations                                    (78)             (401) 
        Proceeds from investment in       
         strategic and non-strategic      
         operations                                     67                63 
           Net cash provided (used) by investing  
             activities                               (757)           (1,992) 
     
    Cash flows - financing activities: 
        New borrowings                               1,143             1,276 
        Debt repayments                               (991)             (549) 
        Stock options exercised, other                  20                47 
        Dividends paid                                (286)             (285) 
          Net cash provided (used) by financing  
            activities                                (114)              489 
     
    Net increase (decrease) in cash and   
     cash equivalents                                 (454)              183 
     
    Cash and cash equivalents at          
     beginning of year                               2,333               633 
     
    Cash and cash equivalents at end of   
     second quarter                                 $1,879              $816 
     
 
                       The Boeing Company and Subsidiaries 
                              Business Segment Data 
                                   (Unaudited) 
     
                                          Six months ended  Three months ended 
    (Dollars in millions)                        June 30           June 30 
                                             2003     2002     2003     2002 
    Revenues: 
       Commercial Airplanes                $11,516  $15,975   $5,819   $7,662 
       Integrated Defense Systems: 
         Aircraft and Weapon Systems         5,224    4,843    2,540    2,634 
         Network Systems                     4,187    3,554    2,233    1,971 
         Support Systems                     1,984    1,632    1,019      866 
         Launch and Orbital Systems          1,428    1,423      770      677 
       Total Integrated Defense Systems     12,823   11,452    6,562    6,148 
       Boeing Capital Corporation              570      483      287      255 
       Other                                   515      256      285      130 
       Accounting differences /            
        eliminations                          (379)    (487)    (168)    (337) 
       Operating revenues                  $25,045  $27,679  $12,785  $13,858 
    Earnings (loss) from operations: 
       Commercial Airplanes                   $201   $1,199     $313     $560 
       Integrated Defense Systems: 
         Aircraft and Weapon Systems           753      659      372      365 
         Network Systems                       235      254      101      144 
         Support Systems                       216      144      107       93 
         Launch and Orbital Systems         (1,602)     (13)  (1,009)      37 
       Total Integrated Defense Systems       (398)   1,044     (429)     639 
       Boeing Capital Corporation              (41)     139       72       73 
       Other                                  (178)     (97)     (57)     (45) 
       Accounting differences /            
        eliminations                            79      137       54       68 
       Share-based plans expense              (233)    (220)    (119)    (116) 
       Unallocated (expense)/income            (96)    (124)    (127)      (3) 
       Earnings (loss) from operations        (666)   2,078     (293)   1,176 
       Other income/(expense), net              29       40       10       28 
       Interest and debt expense              (185)    (162)     (92)     (80) 
       Earnings (loss) before income taxes    (822)   1,956     (375)   1,124 
       Income tax (expense)/benefit            152     (599)     183     (345) 
       Net earnings (loss) before          
        cumulative effect of accounting    
        change                               $(670)  $1,357    $(192)    $779 
       Effective income tax rate             18.5%    30.6%    48.8%    30.7% 
     
    Research and development expense: 
       Commercial Airplanes                   $314     $436     $157     $213 
       Integrated Defense Systems: 
         Aircraft and Weapon Systems           166      136       88       63 
         Network Systems                        95       50       53      (10) 
         Support Systems                        33       22       18       12 
         Launch and Orbital Systems            134      134       86       67 
       Total Integrated Defense Systems        428      342      245      132 
       Other                                    56       66       35       40 
       Total research and development      
        expense                               $798     $844     $437     $385 
 
 
                       The Boeing Company and Subsidiaries 
                           Operating and Financial Data 
                                   (Unaudited) 
      
    Deliveries                        Six Months             2nd Quarter 
    Commercial Airplanes           2003        2002        2003        2002 
 
         717                         6 (5)       8           3 (3)       5 
         737 Next-Generation*       85         130 (2)      44          71 (1) 
         747                        10          13 (1)       4           5 (1) 
         757                         9          19           4           7 
         767                        16 (1)      22           7          10 
         777                        19          30          12          14 
        Total                      145         222          74         112 
     
    * Includes one intercompany C-40 737 aircraft in the 1st quarter 2002   
      and one in the 2nd quarter 2002 
     
    Note: Commercial Airplanes deliveries by model include deliveries under 
          operating lease, which are identified by parentheses. 
     
    Integrated Defense Systems 
    Aircraft and Weapon Systems: 
         F-15                        2           1           1           1 
         C-17                        9           7           4           4 
         F/A-18E/F                  20          19           9           9 
         T-45TS                      7           7           3           5 
         CH-47 (New Builds)                     4                      2 
         Apache (New Builds)                   14                      9 
         C-40                        1           1           -           1 
     
    Launch and Orbital Systems: 
         Delta II                    2           2           1           1 
         Delta IV                    1                      -            
         Satellites                  3           4           2           1 
 
     
    Contractual backlog (Dollars            June 30    March 31   December 31 
     in billions)                             2003        2003        2002 
 
        Commercial Airplanes                 $66.0       $65.8       $68.2 
       Integrated Defense Systems: 
         Aircraft and Weapon Systems          19.4        16.0        15.9 
         Network Systems                       5.3         6.1         6.7 
         Support Systems                       5.5         5.8         5.2 
         Launch and Orbital Systems            8.6         8.6         8.2 
       Total Integrated Defense Systems       38.8        36.5        36.0 
    Total contractual backlog               $104.8      $102.3      $104.2 
    Unobligated backlog                      $43.7       $33.1       $34.7 
    Workforce                              160,000     164,000     166,000 
 
SOURCE  The Boeing Company 
    -0-                             07/23/2003 
    /CONTACT:  Investor Relations, Paul Kinscherff or Bob Kurtz,  
+1-312-544-2140, or Communications, John Dern, +1-312-544-2002, all of Boeing 
Company/ 
    /Company News On-Call: http://www.prnewswire.com/gh/cnoc/comp/109119.html/ 
    /Web site:  http://www.boeing.com / 
    (BA) 
 








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