Boeing Reports Third Quarter Results; Updates Outlook 
 
     -- Results reflect continued strong performance of defense and commercial  
        airplane businesses and include the previously disclosed decision to  
        complete 757 production 
 
     -- Third quarter earnings of $0.32 per diluted share reflects strong  
        overall performance offset by previously disclosed charge of $0.14 per  
        diluted share to complete production of the 757  
     -- Revenues on track at $12.2 billion for the third quarter, reflecting  
        planned lower commercial airplane deliveries offset by expected growth  
        at Integrated Defense Systems 
     -- Strong program cash flows in the quarter supported $1.2 billion  
        discretionary pension contribution, strengthening pension plans and  
        reducing future contribution requirements; operating cash flow was a  
        negative $0.2 billion after these contributions; cash balance at  
        quarter-end totaled $1.7 billion  
     -- Revenue guidance for 2003 is being increased on strong defense sales;  
        the earnings per share outlook is being revised to reflect the 757  
        program decision; cash flow guidance is being revised to reflect  
        pension contributions in the quarter  
     -- The 2004 outlook for growing revenues, earnings, and cash flow remains  
        unchanged 
 
     Selected Operating Highlights - Third Quarter 2003: 
     -- Delivered 7.7 percent Integrated Defense Systems' operating margins on  
        12 percent revenue growth; completed partner selection for the  
        $15 billion system design and development phase of the U.S. Army's  
        Future Combat System; won important contract award for the Small  
        Diameter Bomb program; signed Greece as the eighth international  
        customer for the Apache attack helicopter 
     -- Delivered solid Commercial Airplanes' operating performance on planned  
        lower deliveries of 65 airplanes as the intense focus on lean  
        continues to generate positive results; won 51 commercial airplane  
        orders, including 34 from AirTran, a leading low-cost carrier;  
        continued to refine proposed 7E7 airplane to deliver superior  
        performance and comfort  
     -- Signed agreement to provide Connexion by Boeing(SM) service on 11 SAS  
        airplanes  
 
 
     Table 1.  Summary Financial Results 
     (Millions, except per share data) 
                                                                          
 
                                3rd Quarter     %       Nine Months        %  
                               2003     2002  Change    2003     2002  Change 
     
     Revenues                 $12,242  $12,690   (4%) $37,287  $40,368    (8%) 
     Reported Net Income /     
      (Loss)                     $256     $372  (31%)   ($414)    ($98) (322%) 
     Reported Earnings /       
      (Loss) per Share          $0.32    $0.46  (30%)  ($0.52)  ($0.12) (333%) 
     
     Diluted EPS Impact of     
      Non-Cash SFAS 142 
       Goodwill Impairment     
        Charges                                        ($1.02)  ($2.26) 
     
     Adjusted Earnings per     
      Share*                    $0.32    $0.46  (30%)   $0.50    $2.14   (77%) 
     
     Average Diluted Shares    
      for EPS                   808.8    808.3          800.1    808.6 
 
 
     * 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, Oct. 29 /PRNewswire-FirstCall/ -- The Boeing Company (NYSE: BA) 
reported net income for the third quarter of 2003 of $256 million, or $0.32 
per share, on revenues of $12.2 billion.  This compares with net earnings of 
$372 million, or $0.46 per share, on revenues of $12.7 billion for the third 
quarter of 2002.  
    On Oct. 16, 2003, the company announced it will complete production of the 
757 jetliner during 2004 after delivering more than 1000 units over 20 years.  
The company recognized a charge related to this decision that reduced third 
quarter operating earnings $184 million, or $0.14 per share. 
    "This quarter we continued to build a strong long-term future with 
disciplined program management and decisive action," said Boeing Chairman and 
Chief Executive Officer Phil Condit.  "Development of the technical and 
business case for a 7E7 program remained on track, and our decision to 
complete production of the 757 reflects both market conditions and the 
evolution of our product line.  We also positioned our defense business for 
continued long-term growth and performance by completing partner selection on 
the Future Combat Systems program and moving forward with the Small Diameter 
Bomb program."   
    As shown in Table 2, the company's third quarter earnings from operations 
totaled $433 million.  Operating earnings reflected solid results from 
military and commercial airplane programs, which partially offset the 757 
charge, planned lower commercial airplane deliveries, and lower pension 
income. 
 
     Table 2.  Earnings from Operations & Margins 
     (Millions, except margin percent)      3rd Quarter       Nine Months 
                                            2003    2002    2003      2002 
     
     Earnings / (Losses) from Operations    $433    $454    ($233)  $2,532 
     
       Add Back: Goodwill Impairment       
        Charges (1)                                          $913       -- (2) 
     
     Adjusted Earnings from Operations*     $433    $454     $680   $2,532 
     
     Operating Margin                       3.5%    3.6%    (0.6%)     6.3% 
     Adjusted Operating Margin*             3.5%    3.6%     1.8%      6.3% 
     (1) See SEC filings, including press releases dated April 10, 2003, and  
     April 23, 2003, for additional information. 
     (2) 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. 
 
 
    Pre-tax expense for share-based plans totaled $115 million and reduced 
earnings per share by $0.09 in the third quarter.   This reflects non-cash 
expenses attributable to the company's equity compensation plans.  Deferred 
stock compensation expense attributable to vested and undistributed 
performance shares, which is separately determined based on the quarterly 
change in the company's stock price, did not impact earnings per share as 
company's stock price on September 30 was little changed from June 30.    
    During the quarter, the company generated strong cash flows that it used 
to make a $1.2 billion discretionary cash contribution to its pension plans.  
Including the contribution, the company's third quarter operating cash flow 
was negative $168 million, and free cash flow* was negative $343 million, as 
shown in Table 3.  As a result of the contribution, future pension funding 
requirements will be reduced, depending on plan and market performance.  
 
     Table 3.  Cash Flow 
     (Millions)                              3rd Quarter      Nine Months 
                                            2003    2002     2003    2002 
     
     Operating Cash Flow (1) (2)            ($168)  $1,280    $249   $2,966 
        Less Property, Plant & Equipment,  
         Net                                ($175)   ($123)  ($478)   ($586) 
     Free Cash Flow*                        ($343)  $1,157   ($229)  $2,380 
     (1)   Includes year-to-date pension contributions totaling $0.3B in     
     2002 and $1.7B in 2003. (2) 3Q03 operating cash flow includes $67       
     million of cash received from customer financing transactions and       
     classified as Operating Cash Flow compared to ($65) million in 3Q02.    
     2002 operating cash flow reflects previously disclosed reclassification 
     of certain cash flows into investing activities. 
 
 
    As shown in Table 4, the company's cash balance remained strong at  
$1.7 billion.  Boeing debt was flat at $4.8 billion while debt at Boeing 
Capital grew modestly, consistent with customer-financing portfolio growth.   
 
     Table 4.  Quarter-End Cash and Debt Balances 
     (Billions)                                             Quarter-End 
                                                       3Q03              2Q03 
     Cash                                              $1.7              $1.9 
     
     Debt Balances: 
     The Boeing Company                                $4.8              $4.8 
     Boeing Capital Corporation                        $9.5              $9.2 
     Non-Recourse Customer Financing                   $0.6              $0.6 
        Total Consolidated Debt                       $14.9             $14.6 
 
 
    Segment Results 
    Boeing Commercial Airplanes 
 
    Commercial Airplanes continued to aggressively manage for profitability 
through the continuing downturn in its markets, while positioning itself for 
long-term strength.  Third-quarter results reflect solid operating performance 
on planned lower delivery volumes, offset both by the impact associated with 
the decision to complete 757 production as well as pension expense.  
Commercial Airplanes made further progress on resizing operations and 
improving efficiency while moving forward with its disciplined product 
development strategy.  Commercial Airplanes' results are summarized in Table 
5. 
 
     Table 5. Commercial Airplanes Operating Results 
     (Millions, except deliveries                  
      & margin percent)            3rd Quarter    %        Nine Months     % 
                                   2003   2002  Change    2003    2002  Change  
                                                  
     
     Commercial Airplanes Deliveries 65      73  (11%)     210      295  (29%) 
     
     Revenues                    $5,049  $6,063  (17%) $16,565  $22,038  (25%) 
     Earnings / (Losses) from     
      Operations                    $35    $334  (90%)    $236   $1,533  (85%) 
     
       Add Back: Goodwill         
        Impairment Charges                                $341 
     
     Adjusted Earnings from       
      Operations*                   $35    $334  (90%)    $577   $1,533  (62%) 
     
     Operating Margins              0.7%    5.5%           1.4%     7.0% 
     Adjusted Operating Margins*    0.7%    5.5%           3.5%     7.0% 
 
 
    During the third quarter, deliveries of commercial airplanes decreased 11 
percent to 65 airplanes, and revenues fell 17 percent to $5.0 billion, when 
compared with the third quarter of 2002.   Reported earnings from operations 
totaled $35 million and operating margins were 0.7 percent.  Third quarter 
earnings and margins reflect expenses totaling $184 million attributable to 
completing production of the 757. 
    Commercial Airplanes received 51 gross orders during the quarter.  
Contractual backlog totaled $65.1 billion on September 30 compared with  
$66.0 billion at the end of the second quarter. 
 
    Integrated Defense Systems 
    Integrated Defense Systems delivered strong revenue growth and solid 
operating performance for the quarter.  Revenues increased 12 percent to  
$7.3 billion, up from $6.5 billion in the third quarter of 2002.  Reported 
operating earnings totaled $561 million compared with earnings from operations 
of $406 million in the third quarter of 2002. Operating margins for the 
quarter were 7.7 percent compared with 6.3 percent for the same period last 
year.  Aircraft and weapon, support, and network systems 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) 
                                                 
                   
 
     Operating Results             3rd Quarter      %       Nine Months    % 
                                   2003    2002  Change   2003    2002  Change 
     
     Revenues 
        Aircraft and Weapon       
         Systems                  $2,953  $2,884    2%   $8,177   $7,727   6% 
        Network Systems           $2,327  $2,024   15%   $6,514   $5,578  17% 
        Support Systems           $1,053    $885   19%   $3,037   $2,517  21% 
        Launch and Orbital        
         Systems                    $959    $700   37%   $2,387   $2,123  12% 
     Total IDS Revenues           $7,292  $6,493   12%  $20,115  $17,945  12% 
     
     Earnings / (Losses) from     
      Operations 
        Aircraft and Weapon       
         Systems                    $351    $317   11%   $1,104     $976  13% 
        Network Systems (2)         $151     $76   99%     $386     $330  17% 
        Support Systems             $117    $126   (7%)    $333     $270  23% 
        Launch and Orbital        
         Systems (1) (2)            ($58)  ($113)  N.M. ($1,660)   ($126) N.M. 
     Total IDS Earnings from      
      Operations                    $561    $406   38%     $163   $1,450 (89%) 
     
       Add Back: Goodwill         
        Impairment Charges            --      --           $572       -- 
     
     Adjusted Earnings from       
      Operations*                   $561    $406   38%     $735   $1,450 (49%) 
     
     Operating Margins               7.7%    6.3%           0.8%     8.1% 
     Adjusted Operating Margins*     7.7%    6.3%           3.7%     8.1% 
     (1) 1Q03 results includes SFAS 142 goodwill impairment charges totaling 
         $572 million. 
     (2) 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 delivered another quarter of strong 
profitability.  Revenues for the quarter rose 2 percent to just under  
$3.0 billion on increased JDAM volume.  Performance remained excellent with 
operating margins at 11.9 percent, up from 11.0 percent in 2002, and included 
continuing investment in the 767 Tanker program.   
    Network Systems results for the third quarter reflected continued growth 
in its Department of Defense (DoD) network-centric and homeland security 
program base as revenues rose 15 percent to $2.3 billion.  Operating margins 
were 6.5 percent and reflected strong program performance offset by a 
$47 million pre-tax non-cash charge related to the Resource 21 venture based 
on NASA's decision not to award an imagery contract.   Period results in 2002 
included a $100 million charge related to the development of the 737 Airborne 
Early Warning & Control aircraft.  
    Support Systems delivered strong growth with revenues up 19 percent to 
almost $1.1 billion on significant increases in spares for tactical aircraft, 
maintenance and modifications on transport aircraft, and integrated logistic 
support and services.  Operating margins remained strong at 11.1 percent 
compared with 14.2 percent in the third quarter of 2002, which benefited from 
a gain related to the divestiture of an equity investment. 
    Launch and Orbital Systems revenues for the quarter were up 37 percent to 
just under $1.0 billion on increased Delta IV deliveries and higher satellite 
sales.  Operating losses were $58 million and reflect development cost on the 
Delta IV heavy demonstration vehicle and slight cost growth on current 
commercial satellite programs. This compares to a loss of $113 million in 
third quarter of 2002, which included the non-cash write-down of a  
$100 million equity investment in Teledesic, LLC.   
    At the end of the quarter, contractual backlog was $34.4 billion compared 
with $38.8 billion at the end of the second quarter; unobligated backlog 
totaled $44.3 billion. 
 
    Boeing Capital Corporation 
    Boeing Capital Corporation (BCC) continues to focus on minimizing risk and 
preserving value with prudently structured transactions and portfolio 
management.  BCC results are summarized in Table 7.  
 
     Table 7.  Boeing Capital Corporation Operating Results 
                                                       
             
 
     (Millions)                          3rd Quarter   %     Nine Months    % 
                                        2003   2002 Change  2003  2002  Change 
     
     Revenues                           $344    $236   46%   $914  $718   27% 
     Pre-Tax Income/(Loss) (1)          $108    ($93)  N.M.   $67   $46   46% 
     (1) Includes financing-related interest expense of $110 million and  
         $108 million for 3Q03 and 3Q02, respectively. Year-to-date financing- 
         related interest expense totaled $332 million for 2003 and  
         $297 million for 2002. 
 
    During the quarter, revenues and pre-tax income increased to $344 million 
and $108 million, respectively, primarily as a result of portfolio growth 
during the second half of 2002.  BCC third-quarter revenues and income also 
reflect the sale of certain financing assets, which resulted in a $45 million 
gain in the period.  This gain was partially offset by non-cash charges 
totaling $34 million, primarily to revalue selected operating lease assets.  
In the third quarter of 2002, comparable results included pre-tax charges of 
$149 million to strengthen reserves and revalue certain investments.  
    BCC's customer-financing portfolio grew modestly in the quarter to  
$12.2 billion, up from $12.0 billion at the end of the second quarter and 
$11.5 billion in the third quarter of 2002.  The increase reflected new 
business volume totaling $0.6 billion offset by $0.4 billion of asset run-off 
and depreciation.  The allowance for losses on finance lease and note 
receivables at quarter-end was 4.6 percent compared to 5.2 percent at the end 
of the second quarter.  
    At quarter-end, approximately 78 percent of BCC's portfolio was related to 
Boeing products and services (primarily commercial aircraft), unchanged from 
the end of the second quarter.  During the quarter, BCC agreed to restructure 
the terms of its loans and leases with United Airlines.  The company does not 
expect the revised terms will have a material adverse effect on earnings, cash 
flow or financial position.  Leverage, as measured by the ratio of debt-to-
equity, declined during the quarter from 5.3-to-1 to 5.2-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.  Third-quarter losses from 
operations totaled $55 million primarily reflecting investment in Connexion by 
Boeing as well as net adjustments relating to customer financing activities 
with an unfavorable impact totaling $14 million.  This compares to  
$191 million in the third quarter of 2002, which included a $101 million 
charge related to customer-financing activities subject to Boeing company 
guarantees.  
    Connexion by Boeing continues to prepare for launch of commercial service 
in 2004, while Air Traffic Management builds support for a modernized global 
air traffic management system. During the third quarter, Connexion by Boeing 
signed an initial service agreement with SAS for 11 aircraft and a memorandum 
of understanding with All Nippon Airlines. 
 
    Outlook 
    Table 8 reflects the company's current assessment of its financial outlook 
during the guidance period.    
 
     Table 8. Financial Outlook 
     (Billions, except per share data)                2003            2004  
                                                              
     Revenues                                       +/- $50        +/- $52  
      
     Earnings Per Share (GAAP)                 ($0.12)-($0.02) $1.75 - $1.95  
     Add back: Goodwill Impairment Charges           $1.02                 
     Adjusted Earnings Per Share*               $0.90 - $1.00  $1.75 - $1.95  
      
     Operating Cash Flow                          $2.0 - $2.5          >$3.5  
     Less: Property, Plant & Equipment, Net         +/- $1          +/- $1  
     Free Cash Flow*                              $1.0 - $1.5          >$2.5  
 
 
 
    The company actively monitors conditions in its key markets.   In the 
commercial aviation market the airline industry environment remains mixed with 
trends varying between carriers and regions.  A number of low-cost carriers 
continue to gain market share, remain profitable and are ordering new 
airplanes.  Although there have been encouraging signs, the downturn remains 
severe and many airlines continue to incur losses that dampen demand across 
all airplane types.  The timing of a civil aviation delivery recovery remains 
uncertain and will likely be no earlier than 2005. 
    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 Systems segments are also expected to continue delivering strong 
results.  Strength in defense and non-commercial space markets should continue 
to partially offset the downturn in the company's commercial aviation and 
space markets, and drive revenue growth in 2004.  The company's outlook 
contemplates signing the proposed contract in 2003 to deliver 100 767 tankers 
to the U.S. Air Force. 
    Boeing Commercial Airplanes' delivery forecast for 2003 is unchanged at 
approximately 280 airplanes.  The delivery forecast for 2004 is also unchanged 
at between 275 and 290 airplanes and is essentially sold out at the lower end 
of the range.  Commercial Airplanes expects demand for aircraft services and 
spares to remain soft due to severe market conditions.  
    The company is increasing its revenue outlook for 2003 from  
+/- $49 billion to +/- $50 billion.  The revision primarily reflects continued 
revenue strength in the company's military programs. The company's 2004 
revenue outlook is unchanged at +/- $52 billion.  
    The company is revising its 2003 earnings per share guidance to reflect 
the results of the quarter.  On a GAAP basis, 2003 earnings per share guidance 
is revised from ($0.07) to $0.03 per share to ($0.12) to ($0.02) per share.   
Adjusted earnings per share* guidance is also revised from $0.95 - $1.05 per 
share to $0.90 to $1.00 per share. The company's 2003 adjusted earnings per 
share* guidance adds back the non-cash charges for goodwill impairment ($1.02 
per share) recognized in the first quarter.   Earnings per share guidance for 
2004 remains unchanged at $1.75 to $1.95 per share.   
    The company is also revising its cash flow guidance to reflect its  
$1.2 billion of discretionary pension contributions in the third quarter.  For 
2003, operating cash flow guidance is revised from $3.0 to $3.5 billion to 
$2.0 to $2.5 billion.  Similarly, the company is revising free cash flow* 
guidance for 2003 from $2.0 to $2.5 billion to $1.0 to $1.5 billion.   For 
2004, operating cash flow guidance remains unchanged at greater than $3.5 
billion with free cash flow* guidance unchanged at greater than $2.5 billion.   
    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 $1.4 billion, compared to just under 
$2.2 billion for the first three quarters 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 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 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; our successful execution of 
internal performance plans, production rate increases and decreases (including 
any reduction in or termination of an aircraft product, including the 717, 757 
and 767 models), 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 the timing of procurement of tankers by the 
U.S. Department of Defense; the cyclical nature of some of our 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 the status of and impacts flowing from continued warfare 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 our SEC filings, including, without limitation, our 
Annual Report on Form 10-K for the year ended December 31, 2002 and Form 10-Q 
for the period ending March 31, 2003 and June 30, 2003. 
 
     
                     The Boeing Company and Subsidiaries 
               Condensed Consolidated Statements of Operations 
                                 (Unaudited) 
     
                                                                          
    (Dollars in millions except   Nine months ended  Three months ended              
    per share data)                  September 30       September 30     
                                     2003     2002     2003     2002 
    Sales and other operating     
     revenues                     $37,287  $40,368  $12,242  $12,690   
    Cost of products and services (32,635) (34,128) (10,451) (11,025)  
    Boeing Capital Corporation    
     interest expense                (332)    (297)    (110)    (108)  
                                    4,320    5,943    1,681    1,557   
    Income from operating         
     investments, net                  33       33       18       (8)  
    General and administrative    
     expense                       (2,141)  (1,908)    (738)    (615)  
    Research and development      
     expense                       (1,212)  (1,215)    (414)    (371)  
    Gain on dispositions, net          12       46        0        4   
    Share-based plans expense        (348)    (333)    (115)    (113)  
    Goodwill impairment              (913)       0        0        0   
    Impact of September 11, 2001, 
     recoveries/(charges)              16      (34)       1        0   
    Earnings (loss) from          
     operations                      (233)   2,532      433      454   
    Other income/(expense), net        30       38        1       (2)  
    Interest and debt expense        (268)    (239)     (83)     (77)  
    Earnings (loss) before income 
     taxes                           (471)   2,331      351      375   
    Income tax (expense)/benefit       57     (602)     (95)      (3)  
    Net earnings (loss) before    
     cumulative effect of         
     accounting change               (414)   1,729      256      372   
    Cumulative effect of          
     accounting change, net of    
     tax                                0   (1,827)       0        0 
    Net earnings (loss)             $(414)    $(98)    $256     $372   
    Basic earnings (loss) per     
     share before cumulative      
     effect of accounting change   $(0.52)   $2.16    $0.32    $0.47 
    Cumulative effect of          
     accounting change, net of    
     tax                             0.00    (2.28)    0.00     0.00 
    Basic earnings (loss) per     
     share                         $(0.52)  $(0.12)   $0.32    $0.47 
    Diluted earnings (loss) per   
     share before cumulative      
     effect of accounting change   $(0.52)   $2.14    $0.32    $0.46 
    Cumulative effect of          
     accounting change, net of    
     tax                             0.00    (2.26)    0.00     0.00 
    Diluted earnings (loss) per   
     share                         $(0.52)  $(0.12)   $0.32    $0.46 
    Cash dividends paid per share   $0.51    $0.51    $0.17    $0.17 
    Average diluted shares        
     (millions)                     800.1    808.6    808.8    808.3 
 
 
                     The Boeing Company and Subsidiaries 
           Condensed Consolidated Statements of Financial Position 
                                 (Unaudited) 
     
     
                                                
    (Dollars in millions except per share       September 30       December 31       
     data)                                            2003              2002     
     
    Assets 
    Cash and cash equivalents                       $1,733            $2,333 
    Accounts receivable                              4,422             5,007 
    Current portion of customer and       
     commercial financing                              788             1,289 
    Deferred income taxes                            2,042             2,042 
    Inventories, net of advances,         
     progress billings and reserves                  6,630             6,184 
               Total current assets                 15,615            16,855 
    Customer and commercial financing, net          11,964            10,922 
    Property, plant and equipment, net               8,451             8,765 
    Goodwill                                         1,910             2,760 
    Other acquired intangibles, net                  1,058             1,128 
    Prepaid pension expense                          8,504             6,671 
    Deferred income taxes                            2,045             2,272 
    Other assets                                     2,708             2,969 
                                                   $52,255           $52,342 
    Liabilities and Shareholders' Equity 
    Accounts payable and other liabilities         $13,538           $13,739 
    Advances in excess of related costs              3,272             3,123 
    Income taxes payable                               584             1,134 
    Short-term debt and current portion   
     of long-term debt                               1,550             1,814 
               Total current liabilities            18,944            19,810 
    Accrued retiree health care                      5,657             5,434 
    Accrued pension plan liability                   6,271             6,271 
    Deferred lease income                              713               542 
    Long-term debt                                  13,320            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                    2,450             2,141 
       Treasury shares, at cost -         
        170,741,772 and 171,834,950                 (8,340)           (8,397) 
       Retained earnings                            13,561            14,262 
       Accumulated other comprehensive income       (3,975)           (4,045) 
       ShareValue Trust shares -          
        41,021,428 and 40,373,809                   (1,405)           (1,324) 
               Total shareholders' equity            7,350             7,696 
                                                   $52,255           $52,342 
 
 
                     The Boeing Company and Subsidiaries 
               Condensed Consolidated Statements of Cash Flows 
                                 (Unaudited) 
     
                                                         Nine months ended 
                                                           September 30 
    (Dollars in millions)                             2003              2002 
     
    Cash flows - operating activities: 
        Net earnings (loss)                          $(414)             $(98) 
        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               348               333 
               Depreciation                          1,012               939 
               Amortization of other      
                acquired intangibles                    69                65 
               Amortization of debt       
                discount/premium and issuance costs     10                 7 
               Pension income                         (140)             (427) 
               Investment/asset           
                impairment charges, net                 94               312 
               Customer and commercial    
                financing valuation provision          222               146 
               Gain on dispositions, net               (12)              (46) 
               Other charges and credits, net           29                (2) 
           Changes in assets and liabilities - 
               Accounts receivable                     532               (36) 
               Inventories, net of advances, progress        
                billings and reserves                 (718)              652 
               Accounts payable and other liabilities  (35)             (346) 
               Advances in excess of related costs     149              (715) 
               Income taxes payable and deferred      (418)                4 
               Deferred lease income                   171               (60) 
               Prepaid pension expense              (1,693)             (340) 
               Accrued retiree health care             223               127 
               Other                                   (93)               41 
                    Net cash provided by  
                     operating activities              249             2,966 
     
    Cash flows - investing activities: 
        Customer financing and properties 
         on lease, additions                        (1,793)           (2,788) 
        Customer financing and properties 
         on lease, reductions                          878             1,050 
        Property, plant and equipment,    
         net additions                                (478)             (586) 
        Acquisitions, net of cash acquired             289                 0 
        Proceeds from dispositions                     158               121 
        Contributions to investment in    
         strategic and non-strategic operations        (62)             (501) 
        Proceeds from investment in       
         strategic and non-strategic      
         operations                                    146               137 
                    Net cash used by      
                     investing activities             (862)           (2,567) 
     
    Cash flows - financing activities: 
        New borrowings                               1,803             2,447 
        Debt repayments                             (1,385)           (1,403) 
        Stock options exercised, other                  24                54 
        Dividends paid                                (429)             (428) 
                    Net cash provided by  
                     financing activities               13               670 
     
    Net increase (decrease) in cash and   
     cash equivalents                                 (600)            1,069 
     
    Cash and cash equivalents at          
     beginning of year                               2,333               633 
     
    Cash and cash equivalents at end of   
     third quarter                                  $1,733            $1,702 
     
 
     
                     The Boeing Company and Subsidiaries 
                            Business Segment Data 
                                 (Unaudited) 
     
                                Nine months ended     Three months ended 
    (Dollars in millions)          September 30         September 30 
                                  2003      2002      2003      2002  
    Revenues: 
       Commercial Airplanes     $16,565   $22,038    $5,049    $6,063  
       Integrated Defense      
        Systems: 
         Aircraft and Weapon   
          Systems                 8,177     7,727     2,953     2,884   
         Network Systems          6,514     5,578     2,327     2,024   
         Support Systems          3,037     2,517     1,053       885   
         Launch and Orbital    
          Systems                 2,387     2,123       959       700   
       Total Integrated        
        Defense Systems          20,115    17,945     7,292     6,493   
       Boeing Capital          
        Corporation                 914       718       344       236   
       Other                        667       361       152       105   
       Accounting differences  
        / eliminations             (974)     (694)     (595)     (207) 
       Operating revenues       $37,287   $40,368   $12,242   $12,690  
    Earnings (loss) from       
     operations: 
       Commercial Airplanes        $236    $1,533       $35      $334   
       Integrated Defense Systems: 
         Aircraft and Weapon   
          Systems                 1,104       976       351       317   
         Network Systems            386       330       151        76   
         Support Systems            333       270       117       126   
         Launch and Orbital    
          Systems                (1,660)     (126)      (58)     (113)  
       Total Integrated        
        Defense Systems             163     1,450       561       406     
       Boeing Capital          
        Corporation                  67        46       108       (93)    
       Other                       (233)     (288)      (55)     (191)    
       Accounting differences  
        / eliminations               50       244       (29)      107     
       Share-based plans       
        expense                    (348)     (333)     (115)     (113)    
       Unallocated             
        (expense)/income           (168)     (120)      (72)        4     
       Earnings (loss) from    
        operations                 (233)    2,532       433       454     
       Other income/(expense), net   30        38         1        (2)     
       Interest and debt       
        expense                    (268)     (239)      (83)      (77)  
       Earnings (loss) before  
        income taxes               (471)    2,331       351       375   
       Income tax              
        (expense)/benefit            57      (602)      (95)       (3)  
       Net earnings (loss)     
        before cumulative      
        effect of accounting   
        change                    $(414)   $1,729      $256      $372   
       Effective income tax rate   12.1%     25.8%     27.1%      0.8%   
     
    Research and development  
     expense: 
       Commercial Airplanes        $486      $613      $172      $177     
       Integrated Defense Systems: 
         Aircraft and Weapon   
          Systems                   266       201       100        65     
         Network Systems            140        96        45        46     
         Support Systems             47        33        14        11     
         Launch and Orbital Systems 181       182        47        48     
       Total Integrated        
        Defense Systems             634       512       206       170     
       Other                         92        90        36        24     
       Total research and      
        development expense      $1,212    $1,215      $414      $371     
     
     
                                             
                       The Boeing Company and Subsidiaries 
                           Operating and Financial Data 
                                   (Unaudited) 
     
     
    Deliveries                          
    Commercial                       Nine Months          3rd Quarter 
     Airplanes                   2003      2002      2003      2002 
      717                             9  (8)   13         3 (3)     5       
      737 Next-Generation*          126       169  (2)   41        39       
      747                            14        19  (1)    4         6       
      757                            13        25         4         6       
      767                            21  (4)   28  (1)    5 (3)     6 (1) 
      777                            27        41         8        11       
      Total                         210       295        65        73       
     
    * Intercompany deliveries included in the above: 
    - Nine months ended September 30, 2003 - two C-40 737 aircraft, one  
      Wedgetail AEW&C System 737 aircraft, and one 767 Tanker Transport  
      non-United States Air Force (USAF) aircraft. 
    - Nine months ended September 30, 2002 - three C-40 737 aircraft. 
    - Three months ended September 30, 2003 - two C-40 737 aircraft and one  
      767 Tanker Transport non-USAF aircraft. 
    - Three months ended September 30, 2002 - one C-40 737 aircraft. 
     
      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                         3         2         1         1       
         C-17                        13        12         4         5       
         F/A-18E/F                   34        30        14        11      
         T-45TS                      11        10         4         3      
         CH-47 (New Builds)           -         6         -         2      
         Apache (New Builds)          -        15         -         1      
         C-40                         1         1         -         -      
     
    Launch and Orbital Systems: 
         Delta II                     4         3         2         1      
         Delta IV                     2         -         1         -      
         Satellites                   3         4         -         -      
     
     
    Contractual backlog (Dollars  
      in billions)               September   June    March    December   
                                    30        30       31        31 
                                   2003      2003     2003      2002 
        Commercial Airplanes      $65.1     $66.0     $65.8     $68.2 
       Integrated Defense Systems: 
         Aircraft and Weapon  
          Systems                  18.3      19.4      16.0      15.9 
         Network Systems            5.8       5.3       6.1       6.7 
         Support Systems            5.5       5.5       5.8       5.2 
         Launch and Orbital Systems 4.8       8.6       8.6       8.2 
       Total Integrated Defense  
        Systems                    34.4      38.8      36.5      36.0 
    Total contractual backlog     $99.5    $104.8    $102.3    $104.2 
    Unobligated backlog           $44.3     $43.7     $33.1     $34.7 
    Workforce                   156,000   160,000   164,000   166,000 
 
SOURCE  Boeing Company 
    -0-                             10/29/2003 
    /CONTACT:  Paul Kinscherff of Boeing Company, +1-312-544-2140/ 
    /First Call Analyst: Paul Kinscherff/ 

    /Company News On-Call: http://www.prnewswire.com/gh/cnoc/comp/109119.html/ 
    /Web site:  http://www.boeing.com / 
    (BA) 
 
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