CHICAGO, Jan. 25, 2012 /PRNewswire-FirstCall/ --

Fourth-Quarter 2011


    --  Earnings per share rose to $1.84, driven by strong core performance
    --  EPS includes favorable tax settlement of $0.52 compared with $0.50 in
        2010
    --  Revenue rose to $19.6 billion on increased commercial airplane
        deliveries

Full Year 2011


    --  Earnings per share increased 20 percent to $5.34 on record revenue of
        $68.7 billion
    --  Operating cash flow increased 36 percent to $4.0 billion
    --  Backlog grew to a record $356 billion including $103 billion of orders
        during the year

Outlook for 2012


    --  EPS guidance of between $4.05 and $4.25 reflects strong operating
        performance offset by $0.83 of higher pension expense
    --  Revenue guidance established at between $78 and $80 billion
    --  Operating cash flow guidance set at greater than $5.0 billion includes
        $1.5 billion of discretionary pension contributions




    Table 1.  Summary
     Financial
     Results
                        Fourth Quarter                  Full Year
                        --------------                  ---------
    (Dollars in
     Millions, except
     per share data)     2011     2010  Change      2011     2010  Change
    -----------------    ----     ----  ------      ----     ----  ------

    Revenues          $19,555  $16,550       18% $68,735  $64,306        7%
    Earnings From
     Operations        $1,597   $1,103       45%  $5,844   $4,971       18%
    Operating Margin      8.2%     6.7% 1.5 Pts      8.5%     7.7% 0.8 Pts
    Net Income         $1,393   $1,164       20%  $4,018   $3,307       21%
    Earnings per
     Share              $1.84    $1.56       18%   $5.34    $4.45       20%
    Operating Cash
     Flow              $2,931   $1,116       NM   $4,023   $2,952       36%
    --------------     ------   ------      ---   ------   ------      ---

The Boeing Company (NYSE: BA) reported fourth-quarter net income rose to $1.4 billion, or $1.84 per share, on revenue of $19.6 billion. The results reflect continued strong core performance across the company's businesses, a $0.52 per share impact related to a favorable tax settlement, and higher pension expense (Table 1). Fourth-quarter 2010 results included a $0.50 per share favorable tax settlement.

Net income for the full year increased to $4.0 billion, or $5.34 per share, on revenue of $68.7 billion, which included the impact of the favorable tax settlement ($0.53 per share for the year). Full-year 2010 results included the $0.50 per share favorable tax settlement and a $0.20 per share tax charge resulting from health care legislation.

Earnings guidance for 2012 has been established at between $4.05 and $4.25 per share reflecting solid core performance and higher pension expense. Revenue guidance for 2012 is between $78 and $80 billion.

"Strong fourth-quarter operating performance, record revenue and backlog, and expanded earnings and cash flow capped a year of substantial progress for Boeing in 2011," said Jim McNerney, Boeing chairman, president, and chief executive officer. "Major accomplishments of our team during the year included certifying and delivering the first 787s and 747-8s, winning the U.S. Air Force Tanker program, launching the 737 MAX, and securing both an important U.S. missile defense contract and a key agreement for F-15s to Saudi Arabia."

"We enter 2012 with renewed momentum, and proven business and product strategies. With a record backlog and intense focus on productivity, we are well positioned to deliver growth and increased competitiveness, even as we face constrained U.S. defense spending and pension headwinds. Our priorities for the year are to continue with disciplined increases in production rates for our commercial airplane customers, and to build on our strong position in defense, space and security with aggressive pursuit of growth in core, adjacent and international markets," he said.



    Table 2.  Cash Flow
                                                 Fourth
                                                Quarter        Full Year
                                                -------        ---------
    (Millions)                               2011    2010    2011       2010
    ----------                               ----    ----    ----       ----

    Operating Cash Flow                    $2,931  $1,116  $4,023     $2,952
       Less Additions to Property, Plant &
        Equipment                          ($571)  ($400) ($1,713)   ($1,125)
                                                                     -------
    Free Cash Flow*                        $2,360    $716  $2,310     $1,827
    -------------------------------------- ------    ----  ------     ------




    * Non-GAAP measure.  A complete definition of Boeing's use of non-GAAP
     measures, identified by an asterisk (*), is found on page 9, "Non-GAAP
     Measure Disclosures."

Boeing's quarterly operating cash flow was $2.9 billion, with strong operating performance more than offsetting continued investment in the 787 and 747-8 programs. For the full year, operating cash flow was $4.0 billion. Free cash flow* was $2.4 billion in the quarter (Table 2).



    Table 3.  Cash, Marketable Securities and Debt Balances
                                                                  Quarter-End
                                                                  -----------
    (Billions)                                                   4Q11   3Q11
    ----------                                                   ----   ----

    Cash                                                        $10.1   $5.9
    Marketable Securities (1)                                    $1.2   $3.3
                                                                 ----   ----
       Total                                                    $11.3   $9.2

    Debt Balances:
    The Boeing Company                                           $9.0   $9.0
    Boeing Capital Corporation                                   $3.4   $3.4
                                                                 ----   ----
       Total Consolidated Debt                                  $12.4  $12.4
       -----------------------                                  -----  -----




    (1) Marketable securities consists primarily of time deposits due
     within one year classified as "short-term investments."

Cash and investments in marketable securities totaled $11.3 billion at year-end (Table 3), up from $9.2 billion at the beginning of the quarter. Debt was unchanged in the quarter.

Total company backlog at year-end was a record $356 billion, up from $332 billion at the beginning of the quarter. Net orders for the quarter were $42 billion and included a significant mix of wide-body commercial airplanes. Backlog is up $34.6 billion from prior year-end, reflecting $103 billion of net orders in 2011.

Segment Results

Commercial Airplanes



    Table 4. Commercial
     Airplanes Operating
     Results
                               Fourth
                               Quarter                    Full Year
                              -------                     ---------
    (Dollars in
     Millions)              2011    2010  Change      2011     2010  Change
    -----------             ----    ----  ------      ----     ----  ------

    Commercial
     Airplanes
     Deliveries              128     116       10%     477      462        3%

    Revenues             $10,695  $8,184       31% $36,171  $31,834       14%
    Earnings from
     Operations             $981    $627       56%  $3,495   $3,006       16%

    Operating
     Margins                 9.2%    7.7% 1.5 Pts      9.7%     9.4% 0.3 Pts
    ---------                ---     ---  -------      ---      ---  -------

Boeing Commercial Airplanes fourth-quarter revenue increased by 31 percent to $10.7 billion on higher delivery volume and mix. Operating margin was 9.2 percent, reflecting lower R&D partially offset by the dilutive impact of initial 787 and 747-8 deliveries and higher period costs (Table 4).

For the full year, revenue increased by 14 percent on higher delivery volume, increased services revenue and mix. Operating margin was 9.7 percent, reflecting improved mix and lower R&D partially offset by higher period costs and the dilutive impact of initial 787 and 747-8 deliveries.

During the quarter, the first 747-8 Freighter was delivered to Cargolux and the 747-8 Intercontinental achieved FAA certification. Also during the quarter, the company and the International Association of Machinists & Aerospace Workers reached agreement on a four-year contract extension primarily related to machinists in Puget Sound.

At year-end, the company had over 1,000 orders and commitments for the 737 MAX, including 150 firm orders from launch customer Southwest Airlines.

Commercial Airplanes booked 379 net orders during the quarter and 805 during the full year. Backlog remains strong with more than 3,700 airplanes valued at a record $296 billion.

Boeing Defense, Space & Security



    Table 5.  Defense, Space &
     Security Operating Results
                                      Fourth
                                     Quarter                    Full Year
                                     -------                    ---------
    (Dollars in
     Millions)                    2011    2010  Change      2011     2010  Change
    -----------                   ----    ----  ------      ----     ----  ------

    Revenues
       Boeing Military
        Aircraft                $3,949  $3,627        9% $14,947  $14,238        5%
       Network & Space
        Systems                 $1,967  $2,434     (19%)  $8,673   $9,455      (8%)
       Global Services
        & Support               $2,555  $2,104       21%  $8,356   $8,250        1%
                                ------  ------      ---   ------   ------
    Total BDS
     Revenues                   $8,471  $8,165        4% $31,976  $31,943        0%

    Earnings from
     Operations
       Boeing Military
        Aircraft                  $374    $315       19%  $1,526   $1,250       22%
       Network & Space
        Systems                   $170    $218     (22%)    $690     $711      (3%)
       Global Services
        & Support                 $321    $283       13%    $942     $914        3%
                                  ----    ----      ---     ----     ----
    Total BDS
     Earnings from
     Operations                   $865    $816        6%  $3,158   $2,875       10%

    Operating
     Margins                      10.2%   10.0% 0.2 Pts      9.9%     9.0% 0.9 Pts
    ---------                     ----    ----  -------      ---      ---  -------

Boeing Defense, Space & Security's fourth-quarter revenue increased by 4 percent to $8.5 billion, while operating margin was 10.2 percent (Table 5).

For the full year, revenue was unchanged at $32.0 billion. Operating margin increased to 9.9 percent, driven by higher Boeing Military Aircraft (BMA) margins.

BMA fourth-quarter revenue increased to $3.9 billion, due to Airborne Early Warning & Control (AEW&C) mix and higher KC-767 International Tanker deliveries partially offset by fewer C-17 deliveries. Operating margin increased to 9.5 percent, reflecting strong execution across various programs. Fourth-quarter 2010 included charges for higher costs on the AEW&C program. During the quarter, the U.S. Government and Saudi Arabia reached agreement on the purchase of 84 new F-15SA aircraft and upgrades to an additional 70 F-15Ss. Additionally, BMA was awarded the P-8A low rate initial production lot II production award from the U.S. Navy.

Network & Space Systems (N&SS) fourth-quarter revenue decreased to $2.0 billion, due to lower volume driven by termination of the Brigade Combat Team Modernization program. Operating margin decreased to 8.6 percent, reflecting higher R&D. During the quarter, N&SS was awarded the development and sustainment contract for Ground-based Midcourse Defense from the U.S. Missile Defense Agency. Also during the quarter, N&SS delivered the first 702 medium power satellite.

Global Services & Support (GS&S) fourth-quarter revenue increased to $2.6 billion, due to higher revenues in integrated logistics. Operating margin decreased to 12.6 percent, reflecting the current defense contracting environment. During the quarter, GS&S was awarded the C-17 Globemaster III Integrated Sustainment Program from the U.S. Air Force.

Backlog at Defense, Space & Security was $60 billion.

Additional Financial Information



    Table 6.  Additional
     Financial Information
                                 Fourth
                                Quarter                   Full Year
                                -------                   ---------
    (Dollars in
     Millions)               2011    2010  Change     2011    2010  Change
    -----------              ----    ----  ------     ----    ----  ------

    Revenues
        Boeing Capital
         Corporation         $116    $145     (20%)   $532    $639     (17%)
        Other segment         $31     $31             $138    $138
        Unallocated items
         and eliminations    $242     $25             ($82) ($248)

    Earnings from
     Operations
        Boeing Capital
         Corporation          ($8)     $6       NM    $125    $152     (18%)
        Other segment
         income/
         (expense)            $43    ($73)             $54  ($327)
        Unallocated items
         and eliminations  ($284)  ($273)           ($988)  ($735)

    Other income/
     (expense), net          ($29)    $32              $47     $52
    Interest and debt
     expense               ($124)  ($132)           ($498)  ($516)
    Effective tax
     rate                     3.9%  -16.3%            25.6%   26.5%
    -------------             ---   -----             ----    ----

At year-end, Boeing Capital Corporation's (BCC) portfolio balance was $4.3 billion, unchanged from the beginning of the quarter and down from $4.7 billion at the start of the year. BCC's earnings decreased due to a smaller portfolio and higher asset impairments. BCC's debt-to-equity ratio was unchanged at 6.2-to-1.

The "Other" segment includes unallocated activities of Engineering, Operations and Technology, Shared Services Group as well as certain intercompany guarantees provided to BCC. Other segment earnings of $43 million in the fourth quarter 2011 were driven by assigning an upgraded credit rating category to certain financing receivables.

The loss in unallocated items and eliminations increased due to higher pension and deferred compensation expense partially offset by a charitable trust contribution that impacted fourth-quarter 2010. Total pension expense for the fourth quarter was $344 million, as compared to $254 million in the same period last year. A total of $291 million was allocated to the operating segments in the quarter, up from $244 million in the same period last year, and $53 million was recognized in unallocated items, compared to $10 million in the same period last year.

The company's income tax expense of $57 million in the quarter (compared to a benefit of $163 million in the same period last year) included a $397 million non-cash gain due to an IRS settlement for tax years 2004 through 2006. Fourth-quarter 2010 included a $371 million non-cash gain due to an IRS settlement and a benefit of $154 million due to the extension of the R&D credit.

Outlook

The company's 2012 financial guidance (Table 7) reflects continued strong core performance, generating a 7 percent increase in adjusted earnings per share*, which is offset by higher pension expense and other items.



    Table 7.  Financial Outlook                                     2012
    (Dollars in Billions, except per-share data)                    ----
    --------------------------------------------

    The Boeing Company
      Revenue                                                   $78 - 80
      Earnings Per Share (GAAP)                             $4.05 - 4.25
      Operating Cash Flow (1)                                  > $5.0

    Boeing Commercial Airplanes
                                                                585 -
      Deliveries (2)                                             600
      Revenue                                               $47.5 - 49.5
                                                                  8.5% -
      Operating Margin                                                 9%

    Boeing Defense, Space & Security
      Revenue
        Boeing Military Aircraft                              ~ $15.0
        Network & Space Systems                               ~ $7.25
        Global Services & Support                              ~ $8.0
                                                               ------
      Total BDS Revenue                                     $30.0 - 30.5

      Operating Margin
        Boeing Military Aircraft                                 ~ 9.25%
        Network & Space Systems                                   ~ 7.5%
        Global Services & Support                                ~ 10.5%
                                                                 -------
      Total BDS Operating Margin                                  > 9.0%

    Boeing Capital Corporation
      Portfolio Size                                            Lower
      Revenue                                                  ~ $0.4
      Return on Assets                                            ~ 0.5%

    Research & Development                                    $3.3 - 3.5
    Capital Expenditures                                       ~ $2.0
    Pension Expense                                                 $2.6
    ---------------                                                 ----




    (1) After discretionary cash pension contributions of $1.5
     billion and assuming new aircraft financings under $0.5
     billion.
    (2) 2012 is sold out and includes an expected 70 to 85 787 and
     747-8 deliveries, of which approximately half are 787
     aircraft.
    * Non-GAAP measure.  A complete definition of Boeing's use of
     non-GAAP measures, identified by an asterisk (*), is found
     on page 9, "Non-GAAP Measure Disclosures."  A complete
     reconciliation is attached to this release.

Boeing's 2012 revenue guidance is between $78 and $80 billion. Earnings guidance for 2012 is established at between $4.05 and $4.25 per share. Total pension expense in 2012 is expected to be $2.6 billion (of which approximately $1.0 billion is expected to be recorded in unallocated items and eliminations) or $2.21 per share, an increase of $0.83 per share from 2011. Operating cash flow is expected to be greater than $5.0 billion in 2012, including $1.5 billion of discretionary pension contributions.

Commercial Airplanes' 2012 deliveries are expected to be between 585 and 600 airplanes and is sold out. This includes an expected 70 to 85 787 and 747-8 deliveries, of which approximately half are 787 aircraft. Commercial Airplanes' 2012 revenue is expected to be between $47.5 and $49.5 billion with operating margins between 8.5 and 9 percent.

Defense, Space & Security's revenue for 2012 is expected to be between $30.0 and $30.5 billion with operating margins greater than 9.0 percent.

Boeing Capital Corporation expects that its aircraft finance portfolio will continue to decline in 2012, as new aircraft financing of less than $0.5 billion is expected to be lower than normal portfolio runoff through customer payments and depreciation. BCC's debt-to-equity ratio is expected to return to 5.0-to-1 in the first quarter of 2012 due to the repayment of maturing debt.

Boeing's 2012 R&D forecast is between $3.3 and $3.5 billion. Capital expenditures for 2012 are expected to be approximately $2.0 billion.

Non-GAAP Measure Disclosures

Management believes that the non-GAAP (Generally Accepted Accounting Principles) measures (indicated by an asterisk *) used in this report provide investors with important perspectives into the company's ongoing business performance. The company 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. The following definitions are provided:

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.

Increase in Adjusted Earnings Per Share

Adjusted earnings per share is defined as GAAP diluted earnings per share adjusted for certain significant charges or credits. Management believes the increase in adjusted earnings per share is important to understanding the company's on-going operations and provide additional insights into underlying business performance. Significant charges or credits are described in the attachments to this release which provide reconciliations between GAAP earnings per share and adjusted earnings per share.

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) our commercial development programs, planned production rate increases across multiple commercial airline programs and the overall health of our production system; (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 Corporation'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: Scott Fitterer or Jennifer Mack (312) 544-2140

Communications: Chaz Bickers (312) 544-2002



                               The Boeing Company and Subsidiaries
                              Consolidated Statements of Operations
                                           (Unaudited)
                                                         Twelve months        Three months
                                                             ended               ended
                                                          December 31         December 31
    (Dollars in millions,
     except per share data)                                2011       2010     2011       2010
    -----------------------                                ----       ----     ----       ----
    Sales of products                                   $57,401    $52,586  $16,960    $13,569
    Sales of services                                    11,334     11,720    2,595      2,981
    -----------------
    Total revenues                                       68,735     64,306   19,555     16,550

    Cost of products                                    (46,642)   (42,194) (14,307)   (11,025)
    Cost of services                                     (9,097)    (9,489)  (1,920)    (2,352)
    Boeing Capital Corporation
     interest expense                                      (128)      (160)     (34)       (36)
    --------------------------
    Total costs and expenses                            (55,867)   (51,843) (16,261)   (13,413)
    ------------------------                            -------    -------  -------    -------
                                                         12,868     12,463    3,294      3,137
    Income from operating
     investments, net                                       278        267       76         80
    General and administrative
     expense                                             (3,408)    (3,644)    (864)      (977)
    Research and development
     expense, net                                        (3,918)    (4,121)    (913)    (1,134)
    Gain/(loss) on
     dispositions, net                                       24          6        4         (3)
    ------------------                                      ---        ---      ---        ---
    Earnings from operations                              5,844      4,971    1,597      1,103
    Other income/(expense),
     net                                                     47         52      (29)        32
    Interest and debt expense                              (498)      (516)    (124)      (132)
    -------------------------
    Earnings before income
     taxes                                                5,393      4,507    1,444      1,003
    Income tax
     (expense)/benefit                                   (1,382)    (1,196)     (57)       163
    ------------------                                   ------     ------      ---        ---
    Net earnings from
     continuing operations                                4,011      3,311    1,387      1,166
    Net gain/(loss) on
     disposal of discontinued
     operations, net of taxes
     of ($4), $2, ($3) and $1                                 7         (4)       6         (2)
    Net earnings                                         $4,018     $3,307   $1,393     $1,164
    ============                                         ======     ======   ======     ======

    Basic earnings per share
     from continuing
     operations                                           $5.38      $4.50    $1.85      $1.57
    Net gain/(loss) on
     disposal of discontinued
     operations, net of taxes                              0.01      (0.01)    0.01
    -------------------------                              ----      -----     ----
    Basic earnings per share                              $5.39      $4.49    $1.86      $1.57
    ========================                              =====      =====    =====      =====

    Diluted earnings per share
     from continuing
     operations                                           $5.33      $4.46    $1.83      $1.56
    Net gain/(loss) on
     disposal of discontinued
     operations, net of taxes                              0.01      (0.01)    0.01
    -------------------------                              ----      -----     ----
    Diluted earnings per share                            $5.34      $4.45    $1.84      $1.56
    ==========================                            =====      =====    =====      =====
    Cash dividends paid per
     share                                                $1.68      $1.68    $0.42      $0.42
    =======================                               =====      =====    =====      =====
    Weighted average diluted
     shares (millions)                                    753.1      744.3    757.1      747.0
    ========================                              =====      =====    =====      =====




                         The Boeing Company and Subsidiaries
                    Consolidated Statements of Financial Position
                                     (Unaudited)

                                                            December  December
                                                                  31        31
    (Dollars in millions, except per share
     data)                                                      2011      2010
    Assets
    Cash and cash equivalents                                $10,049    $5,359
    Short-term and other investments                           1,223     5,158
    Accounts receivable, net                                   5,793     5,422
    Current portion of customer financing, net                   476       285
    Deferred income taxes                                         29        31
    Inventories, net of advances and progress
     billings                                                 32,240    24,317
           Total current assets                               49,810    40,572
    Customer financing, net                                    4,296     4,395
    Property, plant and equipment, net of
     accumulated depreciation of $13,993 and
     $13,322                                                   9,313     8,931
    Goodwill                                                   4,945     4,937
    Acquired intangible assets, net                            3,044     2,979
    Deferred income taxes                                      5,892     4,031
    Investments                                                1,043     1,111
    Other assets, net of accumulated
     amortization of $717 and $630                             1,643     1,609
    --------------------------------                           -----     -----
           Total assets                                      $79,986   $68,565
                                                             =======   =======
    Liabilities and equity
    Accounts payable                                          $8,406    $7,715
    Accrued liabilities                                       12,239    13,802
    Advances and billings in excess of related
     costs                                                    15,496    12,323
    Deferred income taxes and income taxes
     payable                                                   2,780       607
    Short-term debt and current portion of
     long-term debt                                            2,353       948
    --------------------------------------                     -----       ---
           Total current liabilities                          41,274    35,395
    Accrued retiree health care                                7,520     8,025
    Accrued pension plan liability, net                       16,537     9,800
    Non-current income taxes payable                             122       418
    Other long-term liabilities                                  907       592
    Long-term debt                                            10,018    11,473
    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                             4,033     3,866
        Treasury stock, at cost - 267,556,388 and
         277,002,059 shares                                  (16,603)  (17,187)
        Retained earnings                                     27,524    24,784
        Accumulated other comprehensive loss                 (16,500)  (13,758)
           Total shareholders' equity                          3,515     2,766
           Noncontrolling interest                                93        96
           -----------------------                               ---       ---
           Total equity                                        3,608     2,862
           ------------                                        -----     -----
           Total liabilities and equity                      $79,986   $68,565
           ============================                      =======   =======




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

                                                                    Twelve months ended
                                                                      December 31
    (Dollars in millions)                                             2011       2010
    ---------------------                                             ----       ----
    Cash flows - operating activities:
        Net earnings                                                $4,018     $3,307
        Adjustments to reconcile net earnings to
         net cash provided by operating
         activities:
          Non-cash items -
               Share-based plans expense                               186        215
               Depreciation                                          1,457      1,510
               Amortization of acquired intangible
                assets                                                 203        217
               Amortization of debt discount/premium
                and issuance costs                                      15         19
               Investment/asset impairment charges, net                119        174
               Customer financing valuation provision                 (269)        51
               (Gain)/loss on disposal of discontinued
                operations                                             (11)         6
               Gain on dispositions, net                               (24)        (6)
               Other charges and credits, net                          500        512
               Excess tax benefits from share-based
                payment arrangements                                   (36)       (19)
           Changes in assets and liabilities -
               Accounts receivable                                    (292)         8
               Inventories, net of advances and progress
                billings                                           (10,012)    (7,387)
               Accounts payable                                      1,164        313
               Accrued liabilities                                     237        668
               Advances and billings in excess of
                related costs                                        3,173        238
               Income taxes receivable, payable and
                deferred                                             1,262        822
               Other long-term liabilities                             127        328
               Pension and other postretirement plans                2,126      1,335
               Customer financing, net                                  (6)       717
               Other                                                    86        (76)
               -----
             Net cash provided by operating activities               4,023      2,952
             -----------------------------------------               -----      -----
    Cash flows - investing activities:
        Property, plant and equipment additions                     (1,713)    (1,125)
        Property, plant and equipment reductions                        94         63
        Acquisitions, net of cash acquired                             (42)      (932)
        Contributions to investments                                (6,796)   (15,548)
        Proceeds from investments                                   10,757     12,425
        Reimbursement of Sea Launch guarantee
         payments                                                                  82
        Receipt of economic development program
         funds                                                          69        206
        Purchase of distribution rights                                            (2)
             Net cash provided/(used) by investing
              activities                                             2,369     (4,831)
             -------------------------------------                   -----     ------
    Cash flows - financing activities:
        New borrowings                                                 799         41
        Debt repayments                                               (930)      (689)
        Repayments of distribution rights
         financing                                                    (451)      (137)
        Stock options exercised, other                                 114         87
        Excess tax benefits from share-based
         payment arrangements                                           36         19
        Employee taxes on certain share-based
         payment arrangements                                          (24)       (30)
        Dividends paid                                              (1,244)    (1,253)
             Net cash used by financing activities                  (1,700)    (1,962)
             -------------------------------------                  ------     ------
    Effect of exchange rate changes on cash
     and cash equivalents                                               (2)       (15)
    ---------------------------------------                            ---        ---
    Net increase/(decrease) in cash and cash
     equivalents                                                     4,690     (3,856)
    Cash and cash equivalents at beginning of
     year                                                            5,359      9,215
    -----------------------------------------                        -----      -----
    Cash and cash equivalents at end of
     period                                                        $10,049     $5,359
    ===================================                            =======     ======




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

                                                   Twelve months         Three months
                                                       ended                ended
                                                    December 31          December 31
    (Dollars in millions)                          2011      2010     2011      2010
    ---------------------                          ----      ----     ----      ----
    Revenues:
       Commercial Airplanes                     $36,171   $31,834  $10,695    $8,184
       Boeing Defense, Space &
        Security:
          Boeing Military Aircraft               14,947    14,238    3,949     3,627
          Network & Space Systems                 8,673     9,455    1,967     2,434
          Global Services & Support               8,356     8,250    2,555     2,104
          -------------------------               -----     -----    -----     -----
       Total Boeing Defense, Space &
        Security                                 31,976    31,943    8,471     8,165
       Boeing Capital Corporation                   532       639      116       145
       Other segment                                138       138       31        31
       Unallocated items and
        eliminations                                (82)     (248)     242        25
       ---------------------
    Total revenues                              $68,735   $64,306  $19,555   $16,550
    ==============                              =======   =======  =======   =======

    Earnings from operations:
       Commercial Airplanes                      $3,495    $3,006     $981      $627
       Boeing Defense, Space &
        Security:
          Boeing Military Aircraft                1,526     1,250      374       315
          Network & Space Systems                   690       711      170       218
          Global Services & Support                 942       914      321       283
          -------------------------
       Total Boeing Defense, Space &
        Security                                  3,158     2,875      865       816
       Boeing Capital Corporation                   125       152       (8)        6
       Other segment                                 54      (327)      43       (73)
       Unallocated items and
        eliminations                               (988)     (735)    (284)     (273)
       ---------------------                       ----      ----     ----      ----
    Earnings from operations                      5,844     4,971    1,597     1,103
    Other income/(expense), net                      47        52      (29)       32
    Interest and debt expense                      (498)     (516)    (124)     (132)
    -------------------------
    Earnings before income taxes                  5,393     4,507    1,444     1,003
    Income tax (expense)/benefit                 (1,382)   (1,196)     (57)      163
    ----------------------------                 ------    ------      ---       ---
    Net earnings from continuing
     operations                                   4,011     3,311    1,387     1,166
    Net gain/(loss) on disposal
     of discontinued operations,
     net of taxes of ($4), $2,
     ($3) and $1                                      7        (4)       6        (2)
    Net earnings                                 $4,018    $3,307   $1,393    $1,164
    ============                                 ======    ======   ======    ======

    Research and development
     expense, net:
       Commercial Airplanes                      $2,715    $2,975     $524      $873
       Boeing Defense, Space &
        Security:
          Boeing Military Aircraft                  541       589      172       130
          Network & Space Systems                   476       417      156        90
          Global Services & Support                 121       130       37        31
          -------------------------                 ---       ---      ---       ---
       Total Boeing Defense, Space &
        Security                                  1,138     1,136      365       251
       Other segment                                 65        10       24        10
    Total research and
     development expense, net                    $3,918    $4,121     $913    $1,134
    =========================                    ======    ======     ====    ======

    Unallocated items and
     eliminations:
       Share-based plans                           $(83)    $(136)    $(20)     $(24)
       Deferred compensation                        (61)     (112)     (65)      (28)
       Pension                                     (269)       54      (53)      (10)
       Post-retirement                             (248)      (59)     (40)      (23)
       Capitalized interest                         (51)      (54)     (12)      (13)
       Eliminations and other                      (276)     (428)     (94)     (175)
       ----------------------                      ----      ----      ---      ----
    Total                                         $(988)    $(735)   $(284)    $(273)
    =====                                         =====     =====    =====     =====




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

                                 Twelve months ended                 Three months ended
    Deliveries                       December 31                        December 31
                                     -----------                        -----------
     Commercial
     Airplanes                2011               2010               2011              2010
     ----------               ----               ----               ----              ----
         737                   372                376                 91                95
         747                     9                                     9
         767                    20                 12                  6                 3
         777                    73                 74                 20                18
         787                     3                                     2
        Total                  477                462                128               116
        =====                  ===                ===                ===               ===

    Boeing
     Defense,
     Space
     &
     Security
    ---------
    Boeing
     Military
     Aircraft
         F/A-
          18
          Models                49                 50                 11                11
         F-15E
          Eagle                 15                 13                  4                 3
         C-17
          Globemaster           13                 14                  2                 4
         KC-767
          International
          Tanker                 3                  1                  2                 1
         CH-47
          Chinook               32                 20                 10                 7
         AH-64
          Apache                                   13                                    2
         AEW&C                   3                  4                  1                 1

    Network
     & Space
     Systems
         Delta
          II                                        1                                    1
         Delta
          IV                                        1
          Commercial
          and
          Civil
          Satellites             1                  3                  1                 1
          Military
          Satellites             3                  1                  1


                                          December 31       September 30       December 31
     Contractual
     backlog
     (Dollars
     in
     billions)                           2011            2011           2010
     -----------                                 ----               ----              ----
        Commercial
        Airplanes                              $293.3             $270.3            $255.6
       Boeing
        Defense,
        Space
        &
        Security:
         Boeing
          Military
          Aircraft                               24.1               24.2              25.1
         Network
          & Space
          Systems                                 9.1                9.5               9.6
         Global
          Services
          &
          Support                                13.2               12.9              13.7
         ---------                               ----               ----              ----
       Total
        Boeing
        Defense,
        Space
        &
        Security                         46.4            46.6           48.4

    Total
     contractual
     backlog                                   $339.7             $316.9            $304.0
    ============                               ======             ======            ======
     Unobligated
     backlog                                    $15.8              $14.7             $16.9
     ===========                                =====              =====             =====
    Total
     backlog                                   $355.5             $331.6            $320.9
    ========                                   ======             ======            ======
    Workforce                                 171,700            170,600           160,500
    =========                                 =======            =======           =======




                                       The Boeing Company and Subsidiaries
                                       Reconciliation of Non-GAAP Measures
                                  2012 Increase in Adjusted Earnings Per Share
                                                   (Unaudited)

    In addition to disclosing results that are determined in accordance
     with U.S. generally accepted accounting principles (GAAP), the
     company also discloses non-GAAP results that exclude certain
     significant charges or credits or highlight certain significant
     items that are important to an understanding of the company's
     ongoing operations.  The company provides reconciliations of its
     non-GAAP financial reporting to the most comparable GAAP reporting.
      The company believes that discussion of results excluding certain
      significant charges or credits provides additional insights into
     underlying business performance.  The company also believes that it
     is useful to highlight the significant impact pensions and the
     higher tax rate and shares have on the company's projected 2012
     results.  The determination of significant charges or credits or
     exclusion of certain items may not be comparable to similarly titled
     measures used by other companies and may vary from quarter to
     quarter.





                                          Year Ended           Year Ended
                                         December 31,     December 31, 2012 -
                                              2011              Guidance
                                        -------------      -------------------

                                         Earnings Per
                                             Share         Earnings Per Share
                                        -------------      ------------------

     GAAP Diluted Earnings Per Share             $5.34            $4.05 - 4.25

     Favorable Tax Settlement                   ($0.53) a

     Increased Pension Expense                                           $0.83 b

     Higher Tax Rate                                                     $0.12 c

     Higher Shares                                                       $0.06 d


     Adjusted Earnings Per Share                 $4.81            $5.06 - 5.26

     Weighted Average Diluted Shares
      (in millions)                              753.1                   762.0
     2012 Decrease in GAAP Earnings Per
      Share                                                            (~ 22%)
     2012 Increase in Adjusted Earnings
      Per Share                                                          ~  7%




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

       Represents pension expense increase of $934 million (2012 projection of $2,582 million vs.
       $1,648 million in 2011), expressed as earnings-per-share. The earnings per share amount is
     b presented net of income taxes of approximately 35 percent.

       Represents impact of higher tax rate (approximately 35 percent projection in 2012 vs. 33.0
       percent in 2011) of $92 million, expressed as earnings-per-share. The 33.0 percent tax rate
       in 2011 represents the 2011 GAAP effective income tax rate of 25.6 percent adjusted by 7.4
       percent for the $397 million favorable IRS settlement for 2004 through 2006 tax years.  Our
     c 2012 guidance assumes Congress extends the R&D tax credit for 2012.

       Represents impact of higher weighted average diluted shares (762.0 million projection in 2012
     d vs. 753.1 million in 2011), expressed as earnings-per-share.

SOURCE Boeing