CHICAGO, Jan. 30, 2013 /PRNewswire/ --

Fourth-Quarter 2012


    --  Core EPS (non-GAAP)* of $1.46 on strong operating performance; GAAP EPS
        of $1.28
    --  Revenue rose to $22.3 billion on increased commercial airplane
        deliveries

Full Year 2012


    --  Core EPS (non-GAAP)* of $5.88 on record revenue of $81.7 billion; GAAP
        EPS of $5.11
    --  Operating cash flow rose to $7.5 billion, including $1.6 billion of
        pension contributions
    --  Backlog grew to a record $390 billion including $114 billion of orders
        during the year

Outlook for 2013


    --  Core EPS (non-GAAP)* guidance of $6.10 to $6.30; GAAP EPS guidance of
        $5.00 to $5.20
    --  Operating cash flow guidance of greater than $6.5 billion includes $1.5
        billion of pension contributions

    Table 1.  Summary Financial Results
                                                Fourth Quarter                Change           Full Year     Change
                                                --------------                ------           ---------     ------
    (Dollars in Millions,
     except per share
     data)                                       2012        2011        2012        2011
    ---------------------                        ----        ----        ----        ----

    Revenues                                  $22,302     $19,555          14%    $81,698     $68,735          19%
    Non-GAAP *
    ---------
    Core Operating
     Earnings                                  $1,841      $1,690           9%     $7,210      $6,361          13%
    Core Operating Margin                         8.3%        8.6%   (0.3)Pts         8.8%        9.3%   (0.5)Pts
    Core Earnings Per
     Share                                      $1.46       $1.92        (24%)      $5.88       $5.79           2%
    Operating Cash Flow
     Before Pension
     Contributions                             $4,204      $2,962          42%     $9,058      $4,554          99%


    GAAP
    ----
    Earnings From
     Operations                                $1,629      $1,597           2%     $6,311      $5,844           8%
    Operating Margin                              7.3%        8.2%   (0.9)Pts         7.7%        8.5%   (0.8)Pts
    Net Income                                   $978      $1,393        (30%)     $3,900      $4,018         (3%)
    Earnings per Share                          $1.28       $1.84        (30%)      $5.11       $5.34         (4%)
    Operating Cash Flow                        $4,167      $2,931          42%     $7,508      $4,023          87%

    * Non-GAAP measures. New non-GAAP earnings measures (core operating earnings, core operating margin and core earnings per share) exclude certain components of pension and post
     retirement benefit expense that the company believes are not reflective of underlying business performance. Complete definitions of Boeing's use of non-GAAP measures begin on
     page 7, "Non-GAAP Measure Disclosures."

The Boeing Company (NYSE: BA) reported record fourth-quarter revenue of $22.3 billion (Table 1) and core operating earnings (non-GAAP) that increased by 9 percent to $1.8 billion, driven by strong performance across the company's businesses and higher deliveries of commercial airplanes. Fourth-quarter 2012 core earnings per share (non-GAAP) of $1.46 increased 4 percent* from the same period last year when excluding a $0.52 per share impact related to a favorable tax settlement recognized in the fourth-quarter 2011. The company reported fourth-quarter earnings from operations of $1.6 billion and earnings per share of $1.28.

Core operating earnings (non-GAAP) rose 13 percent in the full-year to $7.2 billion, compared to $6.4 billion in 2011. 2012 core earnings per share (non-GAAP) of $5.88 increased 12 percent* from 2011 when excluding the impact of the 2011 favorable tax settlement ($0.53 per share for the year). Full-year 2012 revenue was a record $81.7 billion, with earnings from operations of $6.3 billion and earnings per share of $5.11.

Core earnings per share guidance (non-GAAP) for 2013 is set at between $6.10 and $6.30, while earnings per share guidance is established at between $5.00 and $5.20. Revenue guidance is between $82 and $85 billion and operating cash flow is expected to be greater than $6.5 billion, which includes $1.5 billion of discretionary pension contributions.

"Strong fourth-quarter operating performance capped a year of significant growth and solid execution, driving higher earnings and cash flow for our company," said Boeing Chairman, President and Chief Executive Officer Jim McNerney. "In a year of considerable achievement, Boeing was the commercial aviation market leader for both orders and deliveries, with more than 600 airplanes delivered, including the first three Charleston-built 787 Dreamliners. Significant new international orders for Defense, Space & Security and more than 900 orders for the 737 MAX also contributed to our record company backlog."

"Our first order of business for 2013 is to resolve the battery issue on the 787 and return the airplanes safely to service with our customers. At the same time, we remain focused on our ongoing priorities of profitable ramp up in commercial airplane production, successful execution of our development programs, and continued growth in core, adjacent and international defense and space markets."


    Table 2.  Cash
     Flow
                      Fourth Quarter     Full Year
                                         ---------
    (Millions)                     2012             2011     2012     2011
    ---------                      ----             ----     ----     ----

    Operating Cash
     Flow Before
     Pension
     Contributions*              $4,204           $2,962   $9,058   $4,554
       Pension
        Contributions              ($37)            ($31) ($1,550)   ($531)
                                   ----             ----  -------    -----
    Operating Cash
     Flow                        $4,167           $2,931   $7,508   $4,023
       Less Additions
        to Property,
        Plant &
        Equipment                 ($495)           ($571) ($1,703) ($1,713)
                                                          -------  -------
    Free Cash Flow*              $3,672           $2,360   $5,805   $2,310
    --------------               ------           ------   ------   ------

Operating cash flow in the quarter was $4.2 billion, driven by higher commercial airplane deliveries, continued strong operating performance and timing of receipts and expenditures. Free cash flow was $3.7 billion in the quarter (Table 2).


    Table 3.  Cash, Marketable Securities and Debt
     Balances
                                            Quarter-End
                                            -----------
    (Billions)                                  4Q12               3Q12
    ---------                                   ----               ----

    Cash                                             $10.3               $6.6
    Marketable Securities(1)                          $3.2               $4.6
                                                      ----               ----
       Total                                         $13.5              $11.2

    Debt Balances:
    The Boeing Company                                $7.9               $8.6
    ------------------
    Boeing Capital Corporation                        $2.5               $2.6
                                                      ----               ----
       Total Consolidated Debt                       $10.4              $11.2
       -----------------------                       -----              -----
    (1) Marketable securities consists primarily of time deposits due within
     one year classified as "short-term investments."

Cash and investments in marketable securities totaled $13.5 billion at year-end (Table 3), up from $11.2 billion at the beginning of the quarter. Debt was $10.4 billion, down from $11.2 at the beginning of the quarter.

Total company backlog at year-end was a record $390 billion, up from $378 billion at the beginning of the quarter, and included net orders for the quarter of $35 billion. Backlog is up $35 billion from prior year-end, reflecting $114 billion of net orders in 2012.

Segment Results

Commercial Airplanes


    Table 4. Commercial Airplanes Operating Results
                                             Fourth Quarter       Change          Full Year
                                                                                                    Change
                                                                                                    ------
    (Dollars in
     Millions)                                              2012            2011              2012            2011
    -----------                                             ----            ----              ----            ----

    Commercial
     Airplanes
     Deliveries                                              165             128                29%            601      477         26%

    Revenues                                             $14,161         $10,695                32%        $49,127  $36,171         36%
    Earnings from
     Operations                                           $1,266            $981                29%         $4,711   $3,495         35%

    Operating Margins                                        8.9%            9.2%        (0.3) Pts             9.6%     9.7% (0.1) Pts
    -----------------                                        ---             ---         ---------             ---      ---  ---------

Boeing Commercial Airplanes fourth-quarter revenue increased to $14.2 billion and full-year revenue increased to a record $49.1 billion on higher delivery volume. Fourth-quarter operating margin was 8.9 percent and full-year operating margin was 9.6 percent, both reflecting the dilutive impact of 787 and 747-8 deliveries and higher period costs partially offset by the higher volume and lower R&D (Table 4).

During the quarter, Commercial Airplanes achieved a five-per-month production rate on the 787 program and, as of year-end, had won over 1,000 firm orders for the 737 MAX since launch. The 737 program broke the company's single-year record for both orders and deliveries in 2012. During the year, Commercial Airplanes delivered the first 747-8 Intercontinental, began major assembly on the 787-9 and successfully executed a total of five production rate increases.

On January 16, 2013, the Federal Aviation Administration (FAA) issued an airworthiness directive that resulted in all in-service 787s temporarily ceasing operations. The company is committed to working with the FAA and other applicable regulatory authorities to return aircraft to service with the full confidence of customers and the traveling public. While production continues on the 787, the company is suspending deliveries until clearance is granted by the FAA.

Commercial Airplanes booked 394 net orders during the quarter. Backlog remains strong with nearly 4,400 airplanes valued at a record $319 billion.

Boeing Defense, Space & Security


    Table 5.  Defense, Space & Security Operating Results
                                         Fourth Quarter      Change         Full Year
                                                                                              Change
                                                                                              ------
    (Dollars in
     Millions)                                         2012           2011              2012            2011
    -----------                                        ----           ----              ----            ----

    Revenues
       Boeing Military
        Aircraft                                     $4,157         $3,949                 5%        $16,384  $14,947        10%
       Network & Space
        Systems                                      $1,912         $1,961               (2%)         $7,584   $8,654      (12%)
       Global Services
        & Support                                    $2,274         $2,561              (11%)         $8,639   $8,375         3%
                                                     ------         ------              ----          ------   ------       ---
    Total BDS
     Revenues                                        $8,343         $8,471               (2%)        $32,607  $31,976         2%

    Earnings from
     Operations
       Boeing Military
        Aircraft                                       $336           $374              (10%)         $1,581   $1,526         4%
       Network & Space
        Systems                                        $118           $168              (30%)           $478     $679      (30%)
       Global Services
        & Support                                      $297           $323               (8%)         $1,009     $953         6%
                                                       ----           ----               ---          ------     ----       ---
    Total BDS
     Earnings from
     Operations                                        $751           $865              (13%)         $3,068   $3,158       (3%)

    Operating
     Margins                                            9.0%          10.2%         (1.2)Pts             9.4%     9.9% (0.5)Pts

Boeing Defense, Space & Security's (BDS) fourth-quarter revenue was $8.3 billion, while operating margin was 9.0 percent (Table 5). For the full year, revenue was $32.6 billion, while operating margin was 9.4 percent.

Boeing Military Aircraft (BMA) fourth-quarter revenue increased to $4.2 billion, driven primarily by the KC-46 Tanker and P-8A programs. Operating margin decreased to 8.1 percent, driven by delivery mix. During the quarter, the U.S. Navy ordered 13 additional F/A-18 aircraft and BMA started production of the first KC-46 Tanker refueling boom.

Network & Space Systems (N&SS) fourth-quarter revenue was $1.9 billion. Operating margin decreased to 6.2 percent, reflecting lower earnings on Ground-based Midcourse Defense and several satellite programs. During the quarter, N&SS was awarded a contract with NASA for the Space Launch System (SLS) and completed the preliminary design review for the SLS core stage and avionics.

Global Services & Support (GS&S) fourth-quarter revenue decreased to $2.3 billion, primarily due to lower revenue in integrated logistics. Operating margin increased to 13.1 percent, reflecting improved performance in integrated logistics. During the quarter, GS&S was awarded the C-17 Globemaster III Integrated Sustainment Program from the U.S. Air Force and a contract to upgrade 68 F-15s for an international customer.

Backlog at BDS was $71 billion, more than two times projected 2013 revenue.

Additional Financial Information


    Table 6.  Additional Financial Information
                                               Fourth Quarter         Full Year
                                               --------------         ---------
    (Dollars in Millions)                       2012      2011     2012      2011
    --------------------                        ----      ----     ----      ----

    Revenues
        Boeing Capital
         Corporation                            $116      $104     $441      $520
        Other segment                            $40       $43     $133      $150
        Unallocated items and
         eliminations                          ($358)     $242    ($610)     ($82)

    Earnings from
     Operations
        Boeing Capital
         Corporation                            ($20)     ($20)     $82      $113
        Other segment                            $44       $55    ($159)      $66
        Unallocated items and
         eliminations                          ($412)    ($284) ($1,391)    ($988)

    Other income, net                            $23      ($29)     $62       $47
    Interest and debt
     expense                                   ($117)    ($124)   ($463)    ($498)
    Effective tax rate                          36.3%      3.9%    34.0%     25.6%
    ------------------                          ----       ---     ----      ----

At year-end, Boeing Capital Corporation's (BCC) portfolio balance was $4.1 billion, unchanged from the beginning of the quarter and down from $4.3 billion at the beginning of the year. BCC's debt-to-equity ratio was 5.0-to-1.

The loss in unallocated items and eliminations increased due to higher pension expense. Total pension expense for the fourth quarter was $576 million up from $344 million in the same period last year.

The company's income tax expense was $557 million in the quarter, compared to $57 million in the same period of last year. Fourth-quarter 2011 included a $397 million non-cash gain due to an IRS settlement. The full year effective tax rate was 34 percent compared with 25.6 percent in 2011.

Outlook

The company's current 2013 financial guidance (Table 7) assumes no significant financial impact from the FAA directive. The guidance reflects continued strong core performance, generating an expected 5 percent increase in core earnings per share (non-GAAP).


    Table 7.  Financial Outlook                                           2013
    (Dollars in Billions, except per-share
     data)
    --------------------------------------

    The Boeing Company
      Revenue                                                         $82 - 85
                                                                      --------
      Core Earnings Per Share*                                    $6.10 - 6.30
                                                                  ------------
      Earnings Per Share                                          $5.00 - 5.20
                                                                  ------------
      Operating Cash Flow Before Pension
       Contributions*                                                 > $8
                                                                      ----
      Operating Cash Flow(1)                                         > $6.5
                                                                     ------

    Boeing Commercial Airplanes
      Deliveries (2)                                                635 - 645
                                                                    ---------
      Revenue                                                         $51 - 53
                                                                      --------
      Operating Margin                                                  ~ 9.5%
                                                                         -----

    Boeing Defense, Space & Security
      Revenue
        Boeing Military Aircraft                                    ~ $15.5
                                                                    -------
        Network & Space Systems                                      ~ $7.3
                                                                     ------
        Global Services & Support                                    ~ $8.2
                                                                     ------
      Total BDS Revenue                                           $30.5 - 31.5
                                                                  ------------

      Operating Margin
        Boeing Military Aircraft                                        ~ 9.0%
                                                                         -----
        Network & Space Systems                                         ~ 7.5%
                                                                         -----
        Global Services & Support                                      ~ 10.5%
                                                                        ------
      Total BDS Operating Margin                                        > 9.0%
                                                                         -----

    Boeing Capital Corporation
      Portfolio Size                                                  Lower
                                                                      -----
      Revenue                                                        ~ $0.3
                                                                     ------
      Return on Assets                                                  ~ 0.5%
                                                                         -----

    Research & Development                                           ~ $3.4
                                                                     ------
    Capital Expenditures                                            $2.3 - 2.5
                                                                    ----------
    Pension Expense (3)                                             ~  $3.2
                                                                    -------
    Effective Tax Rate                                                   ~ 30%
    ------------------                                                    ----
    1 After discretionary cash pension contributions of $1.5
     billion and assuming new aircraft financings under $0.5
     billion.
    2 Assumes greater than 60 787 deliveries.
    3 Approximately $1.4 billion is expected to be recorded in
     unallocated items and eliminations.
    * Non-GAAP measures. Complete definitions of Boeing's use of
     non-GAAP measures begin on page 7, "Non-GAAP Measure
     Disclosures."

Boeing's 2013 revenue guidance is between $82 and $85 billion. Core earnings per share (non-GAAP) guidance for 2013 is set at between $6.10 and $6.30. Earnings per share guidance is established at between $5.00 and $5.20. Total pension expense in 2013 is expected to be approximately $3.2 billion (of which approximately $1.8 billion is expected to be recorded in core operating earnings with $1.4 billion recorded in unallocated items and eliminations). Operating cash flow before pension contributions (non-GAAP) is expected to be greater than $8 billion. Operating cash flow is expected to be greater than $6.5 billion in 2013, including $1.5 billion of discretionary pension contributions.

Commercial Airplanes' 2013 deliveries are expected to be between 635 and 645 airplanes, which includes greater than 60 787 deliveries. Commercial Airplanes' 2013 revenue is expected to be between $51 and $53 billion with operating margins of approximately 9.5 percent.

Defense, Space & Security's revenue for 2013 is expected to be between $30.5 and $31.5 billion with operating margins greater than 9 percent.

Boeing Capital Corporation expects that its aircraft finance portfolio will continue to decline in 2013, as new aircraft financing of less than $0.5 billion is expected to be lower than normal portfolio runoff through customer payments and depreciation.

Boeing's 2013 R&D forecast is approximately $3.4 billion. Capital expenditures for 2013 are expected to be between $2.3 and $2.5 billion. Boeing's effective tax rate is expected to be approximately 30 percent in 2013 reflecting the benefit of research and development credits for 2012 and 2013.

Non-GAAP Measure Disclosures

We supplement the reporting of our financial information determined under U.S. generally accepted accounting principles (GAAP) with certain non-GAAP financial information. The non-GAAP financial information presented excludes certain significant items that may not be indicative of, or are unrelated to, results from our ongoing business operations. We believe that these non-GAAP measures provide investors with additional insight into the company's ongoing business performance. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. The following definitions are provided:

Core Operating Earnings, Core Operating Margin and Core Earnings Per Share

Core operating earnings is defined as GAAP earnings from operations excluding unallocated pension and post-retirement expense. Core operating margin is defined as core operating earnings expressed as a percentage of revenue. Core earnings per share is defined as GAAP earnings per share excluding the net earnings per share impact of unallocated pension and post-retirement expense. Unallocated pension and post-retirement expense represents the portion of pension and other post-retirement costs that are not recognized by business segments for segment reporting purposes. The business segments have traditionally been allocated pension and other post-retirement costs using U.S. government Cost Accounting Standards (CAS), which employ different actuarial assumptions and accounting conventions than GAAP. Beginning in 2013, pension costs at Commercial Airplanes will be allocated based on GAAP service and prior service costs instead of CAS. Defense Space & Security will continue to be allocated CAS pension costs which are allocable to government contracts. Other post-retirement costs will continue to be allocated to business segments based on CAS, which is generally based on benefits paid. Management uses core operating earnings, core operating margin and core earnings per share for purposes of evaluating and forecasting underlying business performance. Management believes these core earnings measures provide investors additional insights into operational performance as they exclude unallocated pension and post-retirement costs, which primarily represent costs driven by market factors and costs not allocable to government contracts.

Increase in Core Earnings Per Share Excluding Favorable Tax Settlement

The company is disclosing the increase in core earnings per share in 2012 over 2011 excluding the impact of the favorable federal tax audit settlement in fourth quarter 2011. The company believes it is useful to occasionally exclude certain items that are not reflective of underlying business performance and that can distort period to period performance comparisons. Management uses similar measures for purposes of evaluating and forecasting underlying business performance.

Operating Cash Flow Before Pension Contributions

Operating cash flow before pension contributions is defined as GAAP operating cash flow less pension contributions. Management believes operating cash flow before pension contributions provides additional insights into underlying business performance. Table 2 provides a reconciliation between GAAP operating cash flow and operating cash flow before pension contributions.

Free Cash Flow

Free cash flow is defined as GAAP operating cash flow less capital expenditures for property, plant and equipment additions. 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 liquidity. Table 2 provides a reconciliation between GAAP operating cash flow and free cash flow.

Caution Concerning Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "may," "should," "expects," "intends," "projects," "plans," "believes," "estimates," "targets," "anticipates," and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include statements relating to our future financial condition and operating results, as well as any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are risks related to: (1) general conditions in the economy and our industry, including those due to regulatory changes; (2) our reliance on our commercial airline customers; (3) the overall health of our aircraft production system, planned production rate increases across multiple commercial airline programs, our commercial development and derivative aircraft programs, and our aircraft being subject to stringent performance and reliability standards; (4) changing acquisition priorities of the U.S. government; (5) our dependence on U.S. government contracts; (6) our reliance on fixed-price contracts; (7) our reliance on cost-type contracts; (8) uncertainties concerning contracts that include in-orbit incentive payments; (9) our dependence on our subcontractors and suppliers, as well as the availability of raw materials, (10) changes in accounting estimates; (11) changes in the competitive landscape in our markets; (12) our non-U.S. operations, including sales to non-U.S. customers; (13) potential adverse developments in new or pending litigation and/or government investigations; (14) customer and aircraft concentration in Boeing Capital's customer financing portfolio; (15) changes in our ability to obtain debt on commercially reasonable terms and at competitive rates in order to fund our operations and contractual commitments; (16) realizing the anticipated benefits of mergers, acquisitions, joint ventures/strategic alliances or divestitures; (17) the adequacy of our insurance coverage to cover significant risk exposures; (18) potential business disruptions, including those related to physical security threats, information technology or cyber-attacks or natural disasters; (19) work stoppages or other labor disruptions; (20) significant changes in discount rates and actual investment return on pension assets; (21) potential environmental liabilities; and (22) threats to the security of our or our customers' information.

Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made, and we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Contact:
Investor Relations: Stephanie Pope or Matt Welch (312) 544-2140
Communications: Chaz Bickers (312) 544-2002

                       The Boeing Company and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
                                          Twelve months ended     Three months ended
                                              December 31             December 31
    (Dollars in millions,
     except per share
     data)                                   2012         2011     2012        2011
    ---------------------                    ----         ----     ----        ----
    Sales of products                     $71,234      $57,401  $19,793     $16,960
    Sales of services                      10,464       11,334    2,509       2,595
    -----------------
    Total revenues                         81,698       68,735   22,302      19,555

    Cost of products                      (60,309)     (46,642) (17,206)    (14,307)
    Cost of services                       (8,247)      (9,097)  (1,816)     (1,920)
    Boeing Capital
     interest expense                         (88)        (128)     (19)        (34)
    -----------------
    Total costs and
     expenses                             (68,644)     (55,867) (19,041)    (16,261)
    ---------------                       -------      -------  -------     -------
                                           13,054       12,868    3,261       3,294
    Income from operating
     investments, net                         268          278       57          76
    General and
     administrative
     expense                               (3,717)      (3,408)    (943)       (864)
    Research and
     development expense,
     net                                   (3,298)      (3,918)    (753)       (913)
    Gain on dispositions,
     net                                        4           24        7           4
    ---------------------                     ---          ---      ---         ---
    Earnings from
     operations                             6,311        5,844    1,629       1,597
    Other income/
     (expense), net                            62           47       23         (29)
    Interest and debt
     expense                                 (463)        (498)    (117)       (124)
    -----------------
    Earnings before
     income taxes                           5,910        5,393    1,535       1,444
    Income tax expense                     (2,007)      (1,382)    (557)        (57)
    ------------------                     ------       ------     ----         ---
    Net earnings from
     continuing
     operations                             3,903        4,011      978       1,387
    Net (loss)/gain on
     disposal of
     discontinued
     operations, net of
     taxes of $2, ($4),
     $0 and ($3)                               (3)           7                    6
    Net earnings                           $3,900       $4,018     $978      $1,393
    ============                           ======       ======     ====      ======

    Basic earnings per
     share from
     continuing
     operations                             $5.15        $5.38    $1.29       $1.85
    Net (loss)/gain on
     disposal of
     discontinued
     operations, net of
     taxes                                                0.01                 0.01
    -------------------                                   ----                 ----
    Basic earnings per
     share                                  $5.15        $5.39    $1.29       $1.86
    ==================                      =====        =====    =====       =====

    Diluted earnings per
     share from
     continuing
     operations                             $5.11        $5.33    $1.28       $1.83
    Net (loss)/gain on
     disposal of
     discontinued
     operations, net of
     taxes                                                0.01                 0.01
    -------------------                                   ----                 ----
    Diluted earnings per
     share                                  $5.11        $5.34    $1.28       $1.84
    ====================                    =====        =====    =====       =====
    Cash dividends paid
     per share                              $1.76        $1.68    $0.44       $0.42
    ===================                     =====        =====    =====       =====
    Weighted average
     diluted shares
     (millions)                             763.8        753.1    768.3       757.1
    ================                        =====        =====    =====       =====

                                                The Boeing Company and Subsidiaries
                                           Consolidated Statements of Financial Position
                                                            (Unaudited)
                                                                                                                               
                                                                                December 31                       December 31
    (Dollars in millions, except per share data)                                       2012                              2011
    Assets
    Cash and cash equivalents                                                       $10,341                           $10,049
    Short-term and other investments                                                  3,217                             1,223
    Accounts receivable, net                                                          5,608                             5,793
    Current portion of customer financing, net                                          364                               476
    Deferred income taxes                                                                28                                29
    Inventories, net of advances and progress billings                               37,751                            32,240
    Total current assets                                                             57,309                            49,810
    Customer financing, net                                                           4,056                             4,296
    Property, plant and equipment, net of accumulated
     depreciation of $14,645 and $13,993
                                                 9,660                                9,313
    Goodwill                                                                          5,035                             4,945
    Acquired intangible assets, net                                                   3,111                             3,044
    Deferred income taxes                                                             6,753                             5,892
    Investments                                                                       1,180                             1,043
    Other assets, net of accumulated amortization of
     $504 and $717                                                                    1,792                             1,643
    ------------------------------------------------                                  -----                             -----
    Total assets                                                                    $88,896                           $79,986
                                                                                    =======                           =======
    Liabilities and equity
    Accounts payable                                                                 $9,394                            $8,406
    Accrued liabilities                                                              12,995                            12,239
    Advances and billings in excess of related costs                                 16,672                            15,496
    Deferred income taxes and income taxes payable                                    4,485                             2,780
    Short-term debt and current portion of long-term
     debt                                                                             1,436                             2,353
    ------------------------------------------------                                  -----                             -----
    Total current liabilities                                                        44,982                            41,274
    Accrued retiree health care                                                       7,528                             7,520
    Accrued pension plan liability, net                                              19,651                            16,537
    Non-current income taxes payable                                                    366                               122
    Other long-term liabilities                                                       1,429                               907
    Long-term debt                                                                    8,973                            10,018
    Shareholders' equity:
    Common stock, par value $5.00 - 1,200,000,000
     shares authorized;                                                               5,061                             5,061
        1,012,261,159 shares issued
    Additional paid-in capital                                                        4,122                             4,033
    Treasury stock, at cost - 256,630,628 and
     267,556,388 shares                                                             (15,937)                          (16,603)
    Retained earnings                                                                30,037                            27,524
    Accumulated other comprehensive loss                                            (17,416)                          (16,500)
    Total shareholders' equity                                                        5,867                             3,515
    Noncontrolling interest                                                             100                                93
    -----------------------                                                             ---                               ---
    Total equity                                                                      5,967                             3,608
    ------------                                                                      -----                             -----
    Total liabilities and equity                                                    $88,896                           $79,986
    ============================                                                    =======                           =======

                                            The Boeing Company and Subsidiaries
                                           Consolidated Statements of Cash Flows
                                                        (Unaudited)

                                                                      Twelve months
                                                                      ended
                                                                           December 31
    (Dollars in millions)                                                              2012     2011
    --------------------                                                               ----     ----
    Cash flows -operating
     activities:
        Net earnings                                                                 $3,900   $4,018
        Adjustments to reconcile net
         earnings to net cash provided
         by operating activities:
          Non-cash items -
               Share-based plans expense                                                193      186
               Depreciation and amortization                                          1,811    1,675
               Investment/asset impairment
                charges, net                                                             84      119
               Customer financing valuation
                benefit                                                                 (10)    (269)
               Loss/(gain) on disposal of
                discontinued operations                                                   5      (11)
               Gain on dispositions, net                                                 (4)     (24)
               Other charges and credits, net                                           694      500
               Excess tax benefits from
                share-based payment
                arrangements                                                            (45)     (36)
           Changes in assets and
            liabilities -
               Accounts receivable                                                      (27)    (292)
               Inventories, net of advances
                and progress billings                                                (5,681) (10,012)
               Accounts payable                                                       1,199    1,164
               Accrued liabilities                                                      801      237
               Advances and billings in
                excess of related costs                                               1,177    3,173
               Income taxes receivable,
                payable and deferred                                                  1,605    1,262
               Other long-term liabilities                                              157      127
               Pension and other
                postretirement plans                                                  1,288    2,126
               Customer financing, net                                                  407       (6)
               Other                                                                    (46)      86
               -----
    Net cash provided by operating
     activities                                                                       7,508    4,023
    ------------------------------                                                    -----    -----
    Cash flows -investing
     activities:
        Property, plant and equipment
         additions                                                                   (1,703)  (1,713)
        Property, plant and equipment
         reductions                                                                      97       94
        Acquisitions, net of cash
         acquired                                                                      (124)     (42)
        Contributions to investments                                                (12,921)  (6,796)
        Proceeds from investments                                                    10,901   10,757
        Receipt of economic
         development program funds                                                                69
        Purchase of distribution
         rights                                                                          (7)
    Net cash (used)/provided by
     investing activities                                                            (3,757)   2,369
    ---------------------------                                                      ------    -----
    Cash flows -financing
     activities:
        New borrowings                                                                   60      799
        Debt repayments                                                              (2,076)    (930)
        Repayments of distribution
         rights financing                                                              (228)    (451)
        Stock options exercised, other                                                  120      114
        Excess tax benefits from
         share-based payment
         arrangements                                                                    45       36
        Employee taxes on certain
         share-based payment
         arrangements                                                                   (76)     (24)
        Dividends paid                                                               (1,322)  (1,244)
    Net cash used by financing
     activities                                                                      (3,477)  (1,700)
    --------------------------                                                       ------   ------
    Effect of exchange rate
     changes on cash and cash
     equivalents                                                                         18       (2)
    -------------------------                                                           ---      ---
    Net increase in cash and cash
     equivalents                                                                        292    4,690
    Cash and cash equivalents at
     beginning of year                                                               10,049    5,359
    ----------------------------                                                     ------    -----
    Cash and cash equivalents at
     end of period                                                                  $10,341  $10,049
    ============================                                                    =======  =======

                                               The Boeing Company and Subsidiaries
                                                Summary of Business Segment Data
                                                           (Unaudited)

                              Twelve months ended           Three months ended
                                  December 31                   December 31
    (Dollars in
     millions)                                    2012                        2011     2012     2011
    -----------                                   ----                        ----     ----     ----
    Revenues:
       Commercial Airplanes                    $49,127                     $36,171  $14,161  $10,695
       Defense, Space &
        Security:
          Boeing Military
           Aircraft                             16,384                      14,947    4,157    3,949
          Network & Space
           Systems                               7,584                       8,654    1,912    1,961
          Global Services &
           Support                               8,639                       8,375    2,274    2,561
          -----------------                      -----                       -----    -----    -----
       Total Defense, Space
        & Security                              32,607                      31,976    8,343    8,471
       Boeing Capital                              441                         520      116      104
       Other segment                               133                         150       40       43
       Unallocated items
        and eliminations                          (610)                        (82)    (358)     242
       -----------------
    Total revenues                             $81,698                     $68,735  $22,302  $19,555
    ==============                             =======                     =======  =======  =======

    Earnings from
     operations:
       Commercial Airplanes                     $4,711                      $3,495   $1,266     $981
       Defense, Space &
        Security:
          Boeing Military
           Aircraft                              1,581                       1,526      336      374
          Network & Space
           Systems                                 478                         679      118      168
          Global Services &
           Support                               1,009                         953      297      323
          -----------------
       Total Defense, Space
        & Security                               3,068                       3,158      751      865
       Boeing Capital                               82                         113      (20)     (20)
       Other segment                              (159)                         66       44       55
       Unallocated items
        and eliminations                        (1,391)                       (988)    (412)    (284)
       -----------------                        ------                        ----     ----     ----
    Earnings from
     operations                                  6,311                       5,844    1,629    1,597
    Other income/
     (expense), net                                 62                          47       23      (29)
    Interest and debt
     expense                                      (463)                       (498)    (117)    (124)
    -----------------
    Earnings before
     income taxes                                5,910                       5,393    1,535    1,444
    Income tax expense                          (2,007)                     (1,382)    (557)     (57)
    ------------------                          ------                      ------     ----      ---
    Net earnings from
     continuing
     operations                                  3,903                       4,011      978    1,387
    Net (loss)/gain on
     disposal of
     discontinued
     operations, net of
     taxes of $2, ($4),
     $0 and ($3)                                    (3)                          7                 6
    Net earnings                                $3,900                      $4,018     $978   $1,393
    ============                                ======                      ======     ====   ======

    Research and
     development
     expense, net:
       Commercial Airplanes                     $2,049                      $2,715     $411     $524
       Defense, Space &
        Security                                 1,189                       1,138      321      365
       Other                                        60                          65       21       24
    Total research and
     development
     expense, net                               $3,298                      $3,918     $753     $913
    ==================                          ======                      ======     ====     ====

    Unallocated items
     and eliminations:
         Share-based plans                        $(81)                       $(83)    $(17)    $(20)
         Deferred
          compensation                             (75)                        (61)     (26)     (65)
         Capitalized interest                      (70)                        (51)     (17)     (12)
         Eliminations and
          other                                   (266)                       (276)    (140)     (94)
         ----------------                         ----                        ----     ----      ---
       Sub-total (included
        in core operating
        earnings)                                 (492)                       (471)    (200)    (191)
         Pension                                  (787)                       (269)    (179)     (53)
         Post-retirement                          (112)                       (248)     (33)     (40)
         ---------------
    Total unallocated
     items and
     eliminations                              $(1,391)                      $(988)   $(412)   $(284)
    =================                          =======                       =====    =====    =====

                                                                                  The Boeing Company and Subsidiaries
                                                                                     Operating and Financial Data
                                                                                              (Unaudited)

                                                          Twelve months ended           Three months ended
    Deliveries                                                December 31                  December 31
                                                              -----------                  -----------
    Commercial Airplanes                                                 2012                                 2011            2012            2011
    --------------------                                                 ----                                 ----            ----            ----
    737                                                                   415                                  372             105              91
    747                                                                    31                                    9              10               9
    767                                                                    26                                   20               6               6
    777                                                                    83                                   73              21              20
    787                                                                    46 (3)                                3              23 (3)           2
        Total                                                             601                                  477             165             128
        =====                                                             ===                                  ===             ===             ===
    Note: Deliveries under operating lease are identified by parentheses.

    Defense, Space & Security
    -------------------------
    Boeing Military Aircraft
         F/A-18 Models                                                     48                                   49              12              11
         F-15 Models                                                        8                                   15                               4
         C-17 Globemaster                                                  10                                   13               2               2
         KC-767 International Tanker                                                                             3                               2
         CH-47 Chinook                                                     51                                   32              11              10
         AH-64 Apache                                                      19                                                    6
         AEW&C                                                              3                                    3               1               1
         P-8A Poseidon                                                      5                                                    2

    Network & Space Systems
         Commercial and Civil Satellites                                    3                                    1                               1
         Military Satellites                                                7                                    3               1               1


                                                                                                       December 31    September 30     December 31
    Contractual backlog (Dollars in billions)                                                                 2012            2012            2011
    ----------------------------------------                                                                  ----            ----            ----
       Commercial Airplanes                                                                                 $317.3          $305.4          $293.3
       Defense, Space & Security:
         Boeing Military Aircraft                                                                             29.7            28.5            24.1
         Network & Space Systems                                                                               9.7             9.7             9.0
         Global Services & Support                                                                            15.7            14.1            13.3
         -------------------------                                                                            ----            ----            ----
       Total Defense, Space & Security                                                                        55.1            52.3            46.4
    Total contractual backlog                                                                               $372.4          $357.7          $339.7
    =========================                                                                               ======          ======          ======
    Unobligated backlog                                                                                      $17.9           $19.9           $15.8
    ===================                                                                                      =====           =====           =====
    Total backlog                                                                                           $390.3          $377.6          $355.5
    =============                                                                                           ======          ======          ======
    Workforce                                                                                              174,400         175,400         171,700
    =========                                                                                              =======         =======         =======

                                                                          The Boeing Company and Subsidiaries
                                                                          Reconciliation of Non-GAAP Measures
                                                       Core Operating Earnings, Core Operating Margin and Core Earnings Per Share
                                                                                      (Unaudited)

    The tables provided below reconcile the non-GAAP financial measures core operating earnings, core operating margin and core earnings per share with the most directly comparable GAAP financial measures, earnings from
     operations, operating margin and diluted earnings per share.  See page 7 of this release for additional information on the use of these non-GAAP financial measures.

                                                                                                     Fourth Quarter                           Full Year
                                                                                                     --------------                           ---------
    Dollars in millions (except per share data)                                                      2012                     2011                     2012                    2011
                                                                                                   ----                     ----                     ----                    ----

                  Revenues                                                                      $22,302                  $19,555                  $81,698                 $68,735

                   GAAP Earnings From
                   Operations                                                        $1,629                   $1,597                   $6,311                  $5,844
                  GAAP Operating Margin                                                 7.3%                     8.2%                     7.7%                    8.5%

                   Unallocated Pension/
                   Postretirement Expense                                              $212                      $93                     $899                    $517


                   Core Operating Earnings
                   (non-GAAP)                                                        $1,841                   $1,690                   $7,210                  $6,361
                   Core Operating Margin
                   (non-GAAP)                                                           8.3%                     8.6%                     8.8%                    9.3%

                   GAAP Diluted Earnings
                   Per Share                                                          $1.28                    $1.84                    $5.11                   $5.34

                   Unallocated Pension/
                   Postretirement Expense                                             $0.18  a                 $0.08  b                 $0.77  c                $0.45  d
                                                                                             ---                      ---                      ---

                   Core Earnings Per Share
                   (non-GAAP)                                                         $1.46                    $1.92                    $5.88                   $5.79

                  Favorable Tax Settlement                                                                    ($0.52) e                                        ($0.53) e


                                                                                                  $1.46                    $1.40                    $5.88                   $5.26

                   Weighted Average Diluted
                   Shares (in millions)                                               768.3                    757.1                    763.8                   753.1

                   Decrease in GAAP
                   Earnings Per Share                                                                            -30%                                              -4%

                   Increase in Core
                   Earnings Per Share
                   Excluding Favorable Tax
                   Settlement                                                                                      4%                                              12%


     a             Represents the net earnings per share impact of unallocated pension and postretirement
                   expense of $212 million.  The earnings per share amount is presented net of the
                   federal statutory tax rate of 35.0 percent.

     b             Represents the net earnings per share impact of unallocated pension and postretirement
                   expense of $93 million.  The earnings per share amount is presented net of the federal
                   statutory tax rate of 35.0 percent.

     c             Represents the net earnings per share impact of unallocated pension and postretirement
                   expense of $899 million.  The earnings per share amount is presented net of the
                   federal statutory tax rate of 35.0 percent.

     d             Represents the net earnings per share impact of unallocated pension and postretirement
                   expense of $517 million.  The earnings per share amount is presented net of the
                   federal statutory tax rate of 35.0 percent.

     e             Represents favorable tax settlement of $397 million recorded in fourth-quarter 2011
                   related to Internal Revenue Service (IRS) settlement for 2004 through 2006 tax years,
                   expressed as earnings-per-share.

                                                                                                           The Boeing Company and Subsidiaries
                                                                                                           Reconciliation of Non-GAAP Measures
                                                                                                         2013 Increase in Core Earnings Per Share
                                                                                                                       (Unaudited)
                                                                                                                                                                                                                                                     
    The tables provided below reconcile the non-GAAP financial measures core operating earnings, core operating margin and core earnings per share with the most directly comparable GAAP financial measures, earnings from operations,
     operating margin and diluted earnings per share.  See page 7 of this release for additional information on the use of these non-GAAP financial measures.
                                                                                                                                                                                                                                                     
                                                                                                            Year Ended                                                                        Year Ended
                                                                                                        December 31, 2012                                                            December 31, 2013 - Guidance
                                                                                                        -----------------                                                            ----------------------------
                                                                                                        Earnings Per Share                                                                Earnings Per Share
                                                                                                        ------------------                                                                ------------------
                                                                                                                                                               
                                                                                                                                                                                                                                                     
                                                 GAAP Diluted Earnings
                                                 Per Share                                                                         $5.11                                                                                   $5.00 - 5.20
                                                                                                                                                                                                                                                     
                                                 Unallocated Pension/
                                                 Postretirement Expense                                                            $0.77  a                                                                                       $1.10  b
                                                                                                                                                                                                                                                     
                                                 Core Earnings Per Share
                                                 (non-GAAP)                                                                        $5.88                                                                                   $6.10 - 6.30
                                                                                                                                                                                                                                                     
                                                 Weighted Average Diluted
                                                 Shares (in millions)                                                              763.8                                                                                          763.0
                                                 2013 Change in GAAP
                                                 Earnings Per Share                                                                                                                                                                ~ 0%
                                                 2013 Increase in Core
                                                 Earnings Per Share                                                                                                                                                                ~ 5%
                                                                                                                                                                                                                                                     
     a                                           Represents the net earnings per share impact of unallocated pension and postretirement
                                                 expense of $899 million.  The earnings per share amount is presented net of the
                                                 federal statutory tax rate of 35.0 percent.
                                                                                                                                                                                                                                                     
     b                                           Represents the net earnings per share impact of unallocated pension and postretirement
                                                 expense of approximately $1.3 billion.  The earnings per share amount is presented
                                                 net of the federal statutory tax rate of 35.0 percent.

SOURCE Boeing