CHICAGO, Jan. 29, 2014 /PRNewswire/ --

Fourth-Quarter 2013


    --  Core EPS (non-GAAP)* rose 29 percent to $1.88 on strong operating
        performance; GAAP EPS of $1.61
    --  Revenue increased 7 percent to $23.8 billion reflecting higher
        deliveries

Full Year 2013


    --  Core EPS increased 20 percent to a record $7.07 on record revenue of
        $86.6 billion; GAAP EPS of $5.96
    --  Operating cash flow before pension contributions* grew to $9.7 billion;
        GAAP operating cash flow of $8.2 billion
    --  Backlog grew to a record $441 billion, including $135 billion of net
        orders during the year

Outlook for 2014


    --  2014 Core EPS guidance of between $7.00 and $7.20; GAAP EPS guidance of
        between $6.10 and $6.30
    --  Revenue guidance of between $87.5 and $90.5 billion with commercial
        deliveries of between 715 and 725


    Table 1. Summary
     Financial
     Results              Fourth Quarter                              Full Year
                          --------------                              ---------

    (Dollars in
     Millions, except
     per share data)     2013         2012         Change          2013        2012         Change
                                                                   ----        ----


    Revenues                                                 7%                                     6%

                      $23,785      $22,302                      $86,623     $81,698


    Non-GAAP*
    --------

    Core Operating
     Earnings                                                0%                                    10%

                       $1,838       $1,836                       $7,876      $7,189

    Core Operating
     Margin               7.7%         8.2% (0.5) Pts               9.1%        8.8% 0.3 Pts

    Core Earnings Per
     Share                                                  29%                                    20%

                        $1.88        $1.46                        $7.07       $5.88

    Operating Cash
     Flow Before
     Pension
     Contributions                                        (66)%                                     7%

                       $1,409       $4,204                       $9,721      $9,058

    GAAP
    ----

    Earnings From
     Operations                                            (7)%                                     4%

                       $1,515       $1,624                       $6,562      $6,290

    Operating Margin      6.4%         7.3% (0.9) Pts               7.6%        7.7% (0.1) Pts

    Net Earnings                                            26%                                    18%

                       $1,233         $978                       $4,585      $3,900

    Earnings Per
     Share                                                  26%                                    17%

                        $1.61        $1.28                        $5.96       $5.11

    Operating Cash
     Flow                                                 (67)%                                     9%

                       $1,380       $4,167                       $8,179      $7,508
    ---                ------       ------                       ------      ------



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

The Boeing Company (NYSE: BA) reported fourth-quarter revenue of $23.8 billion and core earnings per share (non-GAAP) that increased 29 percent* to $1.88, driven by strong performance across the company's businesses and higher deliveries (Table 1). Fourth-quarter core operating earnings (non-GAAP) of $1.8 billion includes a $406 million non-cash charge to settle A-12 litigation dating back to 1991, retiring a longstanding risk to the company. Excluding the A-12 charge, fourth-quarter 2013 core operating earnings increased 22 percent* to $2.2 billion and core operating margin increased to 9.4 percent*. Core and GAAP earnings per share includes a charge of $0.34 per share related to A-12 partially offset by a benefit of $0.28 per share for a tax regulation change.

Revenue rose 6 percent in the full year to a record $86.6 billion and core earnings per share increased 20 percent* to a record $7.07. Full-year 2013 GAAP earnings per share was $5.96.

Core earnings per share guidance for 2014 is set at between $7.00 and $7.20, while GAAP earnings per share guidance is established at between $6.10 and $6.30. Revenue guidance is between $87.5 and $90.5 billion, including commercial deliveries of between 715 and 725. Operating cash flow before pension contributions* is expected to be approximately $7 billion, while operating cash flow guidance is set at approximately $6.25 billion.

"Strong fourth-quarter results underscored an outstanding full year of core operating performance that drove record revenue and earnings and increased returns to shareholders," said Boeing Chairman and Chief Executive Officer Jim McNerney.

"Our Commercial Airplanes business accelerated delivery of its record backlog by successfully increasing production rates while also achieving important development milestones on the 737 MAX and 787-9 and launching the new 787-10 and 777X models with an unprecedented customer response. Our Defense, Space & Security unit overcame a tough operating environment to record expanded revenue, earnings and margins while executing to our commitments on the KC-46A tanker and developing and delivering important new capabilities to customers, such as the P-8 maritime aircraft and the Inmarsat-5 satellite," said McNerney.

"For 2014, we remain focused on maintaining our commercial airplanes market leadership, strengthening and repositioning our defense, space and security business and continuing to meet the needs of our customers by improving productivity, executing to development plans and delivering our unmatched portfolio of innovative aerospace products and services."




    Table 2. Cash Flow                 Fourth
                                      Quarter              Full Year
                                      -------              ---------

    (Millions)                    2013       2012      2013         2012
    ---------                     ----       ----      ----         ----

    Operating Cash Flow Before
     Pension Contributions*                                       $9,058

                                $1,409     $4,204    $9,721

          Pension Contributions                                 ($1,550)

                                  ($29)      ($37) ($1,542)
                                  ----       ----   -------

    Operating Cash Flow                                           $7,508

                                $1,380     $4,167    $8,179

    Less Additions to Property,
     Plant & Equipment                                          ($1,703)

                                ($638)     ($495)  ($2,098)
                                 -----      -----   -------

    Free Cash Flow*                                               $5,805

                                  $742     $3,672    $6,081
    ---                           ----     ------    ------

Operating cash flow in the quarter was $1.4 billion, reflecting commercial airplane production rates, strong core operating performance and timing of receipts and expenditures (Table 2). During the quarter, the company repurchased 7.6 million shares for $1.0 billion and paid $0.4 billion in dividends, reflecting a 10 percent increase in dividends paid compared to the same period of the prior year. Based on the strong cash generation and outlook, in December, the board of directors authorized an additional $10 billion share repurchase program and raised the quarterly dividend 50 percent.




    Table 3. Cash, Marketable
     Securities and Debt Balances    Quarter-End
                                     -----------

    (Billions)                          Q4 13             Q3 13
    ---------                           -----             -----

    Cash

                                             $9.1             $10.0

    Marketable Securities(1)

                                             $6.2              $5.9
                                             ----              ----

    Total

                                            $15.3             $15.9

    Debt Balances:

    The Boeing Company, net of
     intercompany loans to BCC

                                             $7.0              $7.0

    Boeing Capital Corporation,
     including intercompany loans

                                             $2.6              $2.6
                                             ----              ----

    Total Consolidated Debt

                                             $9.6              $9.6
    ---                                      ----              ----



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

Cash and investments in marketable securities totaled $15.3 billion at year-end (Table 3), down from $15.9 billion at the beginning of the quarter. Debt was $9.6 billion, unchanged from the beginning of the quarter.

Total company backlog at year-end was a record $441 billion, up from $415 billion at the beginning of the quarter, and included net orders for the quarter of $48 billion. Backlog is up $51 billion from prior year-end, reflecting $135 billion of net orders in 2013.

Segment Results

Boeing Commercial Airplanes




     Table
     4.
     Boeing
     Commercial
     Airplanes      Fourth Quarter                           Full Year
                    --------------                           ---------

     (Dollars
     in
     Millions)     2013         2012        Change        2013        2012  Change


     Commercial
     Airplanes
     Deliveries     172          165                4%     648         601            8%


    Revenues                                        4%                                8%

                $14,680      $14,161                   $52,981     $49,127

     Earnings
     from
     Operations                                    19%                              23 %

                 $1,506       $1,266                    $5,795      $4,711

     Operating
     Margin        10.3%         8.9% 1.4 Pts             10.9%        9.6%     1.3 Pts
     ---------     ----          ---  -------             ----         ---      -------

Boeing Commercial Airplanes fourth-quarter revenue increased to $14.7 billion and full-year revenue increased to a record $53 billion on higher delivery volume. Fourth-quarter operating margin improved to 10.3 percent and full-year operating margin grew to 10.9 percent on the higher volume, favorable delivery mix and continued strong operating performance (Table 4).

During the quarter, the company launched the 777X with 259 orders and commitments. During the year, the 787 program completed first flight of the 787-9, successfully launched the 787-10 and began operating at a 10 per month production rate in final assembly. The 737 program delivered at a record production rate of 38 per month and has won nearly 1,800 firm orders for the 737 MAX since launch. In 2013, a record 648 commercial aircraft were delivered. In January 2014, the company reached an eight-year contract extension through 2024 with the International Association of Machinists & Aerospace Workers District 751 (IAM).

Commercial Airplanes booked 465 net orders during the quarter and 1,355 during the year. Backlog remains strong with 5,080 airplanes valued at a record $374 billion.

Boeing Defense, Space & Security




     Table             Fourth
     5.               Quarter
     Defense,
     Space
     &
     Security                                              Full Year
                           -------                          ---------

     (Dollars
     in
     Millions)    2013       2012        Change         2013         2012        Change
     ---------    ----       ----        ------         ----         ----        ------

    Revenues

     Boeing
     Military
     Aircraft                                     9%                                    (1)%

                $4,395     $4,037                    $15,936      $16,019

     Network
     &
     Space
     Systems                                     12%                                      8%

                $2,272     $2,024                     $8,512       $7,911

     Global
     Services
     &
     Support                                    (4)%                                      1%

                $2,188     $2,282                     $8,749       $8,677
                ------     ------                     ------       ------

     Total
     BDS
     Revenues                                     6%                                      2%

                $8,855     $8,343                    $33,197      $32,607

     Earnings
     from
     Operations

     Boeing
     Military
     Aircraft                                    41%                                    (2)%

                  $441       $313                     $1,465       $1,489

     Network
     &
     Space
     Systems                                     69%                                     28%

                  $233       $138                       $719         $562

     Global
     Services
     &
     Support                                    (7)%                                      3%

                  $280       $300                     $1,051       $1,017
                  ----       ----                     ------       ------

     Total
     BDS
     Earnings
     from
     Operations                                  27%                                      5%

                  $954       $751                     $3,235       $3,068

     Operating
     Margin       10.8%       9.0% 1.8 Pts               9.7%         9.4% 0.3 Pts
     ---------    ----        ---  -------               ---          ---  -------

Boeing Defense, Space & Security's fourth-quarter revenue increased 6 percent to $8.9 billion, while operating margin increased to 10.8 percent (Table 5). For the full year, revenue increased 2 percent to $33.2 billion, while operating margin increased to 9.7 percent.

Boeing Military Aircraft (BMA) fourth-quarter revenue increased to $4.4 billion, reflecting higher deliveries. Operating margin increased to 10.0 percent, reflecting the higher deliveries and strong performance. During the quarter, BMA achieved Initial Operating Capability (IOC) on the P-8A Poseidon aircraft.

Network & Space Systems (N&SS) fourth-quarter revenue increased to $2.3 billion, reflecting higher delivery volume and mix, and operating margin increased to 10.3 percent on strong performance. During the quarter, N&SS was awarded a contract for a fourth Inmarsat-5 satellite.

Global Services & Support (GS&S) fourth-quarter revenue was $2.2 billion, reflecting lower volume in integrated logistics. Operating margin was 12.8 percent. During the quarter, GS&S was awarded contracts for the B-52 and B-1 bomber modifications and upgrades.

Backlog at Defense, Space & Security was $67 billion, of which 37 percent represents orders with international customers.

Additional Financial Information




    Table 6. Additional Financial             Fourth
     Information                             Quarter             Full Year
                                             -------             ---------

    (Dollars in Millions)                2013       2012      2013       2012

    Revenues

    Boeing Capital Corporation

                                         $105       $129      $408       $468

    Other segment

                                          $22        $27      $102       $106

    Unallocated items and eliminations

                                         $123     ($358)      ($65)    ($610)

    Earnings from Operations

    Boeing Capital Corporation

                                           $9       ($12)     $107        $88

    Other segment income/(expense)

                                         ($99)       $31     ($156)    ($186)

    Unallocated items and eliminations
     excluding unallocated pension/
     postretirement expense

                                       ($532)     ($200)  ($1,105)     ($492)

    Unallocated pension/
     postretirement expense

                                       ($323)     ($212)  ($1,314)     ($899)

    Other income, net

                                          $15        $23       $56        $62

    Interest and debt expense

                                         ($96)    ($112)     ($386)    ($442)

    Effective tax rate                   14.0%      36.3%     26.4%      34.0%
    ------------------                   ----       ----      ----       ----

At quarter-end, Boeing Capital Corporation's (BCC) net portfolio balance was $3.9 billion down from $4.1 billion at the beginning of the quarter. BCC's debt-to-equity ratio was 5.0-to-1. Other segment earnings decreased $130 million in the quarter partly due to higher asset impairment expense.

Unallocated items and eliminations excluding unallocated pension/postretirement expense increased in the fourth quarter of 2013 primarily due to a $406 million charge associated with the A-12 settlement. Total pension expense for the fourth quarter was $717 million, up from $576 million in the same period last year. The company's income tax expense was $201 million in the quarter, compared to $557 million in the same period of the prior year, due to a $212 million benefit recorded in fourth-quarter 2013 for a tax regulation change.

Outlook

The company's 2014 financial guidance (Table 7) reflects continued strong performance in both businesses.





    Table 7. Financial Outlook

    (Dollars in Billions, except
     per share data)                          2014
    ----------------------------              ----


    The Boeing Company

    Revenue                           $87.5 - 90.5

    Core Earnings Per Share*          $7.00 - 7.20

    Earnings Per Share                $6.10 - 6.30

    Operating Cash Flow Before
     Pension Contributions*              ~ $7

    Operating Cash Flow (1)             ~ $6.25


    Boeing Commercial Airplanes

    Deliveries (2)                     715 - 725

    Revenue                           $57.5 - 59.5

    Operating Margin                         ~ 10%


    Boeing Defense, Space &
     Security

    Revenue

    Boeing Military Aircraft             ~ $15

    Network & Space Systems             ~ $7.7

    Global Services & Support           ~ $7.8


    Total BDS Revenue                     $30 - 31


    Operating Margin

    Boeing Military Aircraft                ~ 9.5%

    Network & Space Systems                 ~ 8.5%

    Global Services & Support              ~ 10.5%


    Total BDS Operating Margin              ~ 9.5%


    Boeing Capital Corporation

    Portfolio Size                       Lower

    Revenue                             ~ $0.3

    Pre-Tax Earnings                    ~ $0.05


    Research & Development              ~ $3.2

    Capital Expenditures                ~ $2.5

    Pension Expense (3)                 ~ $3.1

    Effective Tax Rate 4                     ~ 31%
    --------------------                      ----



    1      After discretionary cash pension
           contributions of $0.75 billion
           and assuming new aircraft
           financings under $0.5 billion

    2      Assumes approximately 110 787
           deliveries

    3      Approximately $1.1 billion is
           expected to be recorded in
           unallocated items and
           eliminations

    4      Assumes the extension of the
           research and development tax
           credit

    *      Non-GAAP measures. Complete
           definitions of Boeing's non-
           GAAP measures are on page 7,
           "Non-GAAP Measures
           Disclosures."

Boeing's 2014 revenue guidance is established at between $87.5 and $90.5 billion. Core earnings per share guidance is set at between $7.00 and $7.20, and earnings per share guidance is expected to be between $6.10 and $6.30. Total company 2014 operating cash flow before pension contributions is expected to be approximately $7 billion, while operating cash flow is expected to be approximately $6.25 billion in 2014, including $0.75 billion of discretionary pension contributions. Total company pension expense in 2014 is expected to be approximately $3.1 billion (of which approximately $2.0 billion is expected to be recorded in core operating earnings and $1.1 billion recorded in unallocated items and eliminations).

Commercial Airplanes' 2014 deliveries are expected to be between 715 and 725, which includes approximately 110 787 deliveries. Revenue at Commercial Airplanes is expected to be between $57.5 and $59.5 billion with operating margins of approximately 10 percent. Defense, Space & Security's revenue for 2014 is expected to be between $30 and $31 billion with operating margins of approximately 9.5 percent.

Boeing Capital Corporation expects that its aircraft finance portfolio will continue to decline in 2014, 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 2014 R&D forecast is approximately $3.2 billion, and capital expenditures for 2014 are expected to be approximately $2.5 billion. Boeing's effective tax rate is expected to be approximately 31 percent in 2014, which assumes the extension of the research and development tax credit.

Non-GAAP Measures 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 diluted 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. 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. A reconciliation between the GAAP and non-GAAP measures is provided on page 14.

Core Operating Margin and the Increase in Core Operating Earnings Excluding A-12 Settlement Charge

The company is disclosing the core operating margin and the increase in core operating earnings in the fourth quarter of 2013 over the fourth quarter of 2012 excluding the A-12 settlement charge in the fourth quarter of 2013. Management believes it is useful to occasionally exclude certain items that are not reflective of underlying performance and that can distort period to period performance comparisons. Management uses similar measures for purposes of evaluating and forecasting underlying business performance. A reconciliation between the GAAP and non-GAAP measures is provided on page 14.

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. Management uses operating cash flow before pension contributions as a measure to assess both business performance and overall liquidity. 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 as a measure 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:                   Troy Lahr or
                                          Matt Welch
                                           (312)
                                          544-2140

    Communications:                       Chaz Bickers
                                           (312)
                                          544-2002



                    The Boeing Company and Subsidiaries

                   Consolidated Statements of Operations

                                (Unaudited)


                                      Twelve months           Three months
                                    ended December 31      ended December 31

     (Dollars
     in
     millions,
     except
     per
     share
     data)                            2013         2012     2013         2012
     ---------                        ----         ----     ----         ----

    Sales
     of
     products

                                   $76,792      $71,234  $21,482      $19,793

     Sales
     of
     services                        9,831       10,464    2,303        2,509
     --------                        -----       ------    -----        -----

     Total
     revenues                       86,623       81,698   23,785       22,302


     Cost
     of
     products                      (65,640)    (60,309)  (18,610)    (17,206)

     Cost
     of
     services                       (7,553)      (8,247)  (1,758)      (1,816)

     Boeing
     Capital
     interest
     expense                           (75)        (109)     (20)         (24)
     --------                          ---         ----      ---          ---

     Total
     costs
     and
     expenses                      (73,268)    (68,665)  (20,388)    (19,046)
     --------                      -------      -------  -------      -------

                                    13,355       13,033    3,397        3,256

     Income
     from
     operating
     investments,
     net                               214          268       67           57

     General
     and
     administrative
     expense                        (3,956)      (3,717)  (1,100)        (943)

     Research
     and
     development
     expense,
     net                            (3,071)      (3,298)    (848)        (753)

     Gain/
     (loss)
     on
     dispositions,
     net                                20            4       (1)           7
     -------------

     Earnings
     from
     operations                      6,562        6,290    1,515        1,624

     Other
     income,
     net                                56           62       15           23

     Interest
     and
     debt
     expense                          (386)        (442)     (96)        (112)
     --------                         ----         ----      ---         ----

     Earnings
     before
     income
     taxes                           6,232        5,910    1,434        1,535

     Income
     tax
     expense                        (1,646)      (2,007)    (201)        (557)
     -------                        ------       ------     ----         ----

     Net
     earnings
     from
     continuing
     operations                      4,586        3,903    1,233          978

     Net
     loss                         $0
     on                           and
     disposal                     $2
     of
     discontinued
     operations,
     net
     of
     taxes
     of                                 (1)          (3)
    -------------                      ---          ---

    Net
     earnings

                                    $4,585       $3,900   $1,233         $978
    ===                             ======       ======   ======         ====

    Basic
     earnings
     per
     share
     from
     continuing
     operations

                                     $6.03        $5.15    $1.63        $1.29

    Net loss on disposal
     of discontinued
     operations, net of
     taxes
    --------------------

    Basic
     earnings
     per
     share

                                     $6.03        $5.15    $1.63        $1.29
    ===                              =====        =====    =====        =====

    Diluted
     earnings
     per
     share
     from
     continuing
     operations

                                     $5.96        $5.11    $1.61        $1.28

    Net loss on disposal
     of discontinued
     operations, net of
     taxes
    --------------------

    Diluted
     earnings
     per
     share

                                     $5.96        $5.11    $1.61        $1.28
    ===                              =====        =====    =====        =====

    Cash
     dividends
     paid
     per
     share

                                     $1.94        $1.76   $0.485        $0.44
    ===                              =====        =====   ======        =====

     Weighted
     average
     diluted
     shares
     (millions)                      769.5        763.8    768.4        768.3
     ==========                      =====        =====    =====        =====



                                   The Boeing Company and Subsidiaries

                              Consolidated Statements of Financial Position

                                               (Unaudited)


    (Dollars in
     millions,
     except per
     share data)                                        December 31         December 31
                                                               2013                2012
                                                               ----                ----

    Assets

    Cash and cash equivalents

                                                             $9,088             $10,341

    Short-term and
     other
     investments                                              6,170               3,217

    Accounts
     receivable, net                                          6,546               5,608

    Current portion
     of customer
     financing, net                                             344                 364

    Deferred income
     taxes                                                       14                  28

    Inventories, net
     of advances and
     progress
     billings                                                42,912              37,751
    ----------------                                         ------              ------

    Total current
     assets                                                  65,074              57,309

    Customer
     financing, net                                           3,627               4,056

    Property, plant
     and equipment,
     net of
     accumulated
     depreciation of
     $15,070 and
     $14,645                                                 10,224               9,660

    Goodwill                                                  5,043               5,035

    Acquired
     intangible
     assets, net                                              3,052               3,111

    Deferred income
     taxes                                                    2,939               6,753

    Investments                                               1,204               1,180

    Other assets,
     net of
     accumulated
     amortization of
     $448 and $504                                            1,500               1,792
    ----------------                                          -----               -----

    Total assets

                                                            $92,663             $88,896
    ===                                                     =======             =======

    Liabilities and equity

    Accounts payable

                                                             $9,498              $9,394

    Accrued
     liabilities                                             14,131              12,995

    Advances and
     billings in
     excess of
     related costs                                           20,027              16,672

    Deferred income
     taxes and
     income taxes
     payable                                                  6,267               4,485

    Short-term debt
     and current
     portion of
     long-term debt                                           1,563               1,436
    ---------------                                           -----               -----

    Total current
     liabilities                                             51,486              44,982

    Accrued retiree
     health care                                              6,528               7,528

    Accrued pension
     plan liability,
     net                                                     10,474              19,651

    Non-current
     income taxes
     payable                                                    156                 366

    Other long-term
     liabilities                                                950               1,429

    Long-term debt                                            8,072               8,973

    Shareholders' equity:

    Common stock,
     par value $5.00
     - 1,200,000,000
     shares
     authorized;
     1,012,261,159
     shares issued                                            5,061               5,061

    Additional paid-
     in capital                                               4,415               4,122

    Treasury stock,
     at cost -
     264,882,461 and
     256,630,628
     shares                                                 (17,671)            (15,937)

    Retained
     earnings                                                32,964              30,037

    Accumulated
     other
     comprehensive
     loss                                                    (9,894)            (17,416)
    --------------                                           ------             -------

    Total
     shareholders'
     equity                                                  14,875               5,867

    Noncontrolling
     interest                                                   122                 100
    --------------                                              ---                 ---

    Total equity                                             14,997               5,967

    Total liabilities and equity

                                                            $92,663             $88,896
    ===                                                     =======             =======



                 The Boeing Company and Subsidiaries

                Consolidated Statements of Cash Flows

                             (Unaudited)


                                                   Twelve months ended
                                                     December 31

    (Dollars in
     millions)                                           2013          2012
    -----------                                          ----          ----

    Cash flows - operating activities:

    Net earnings

                                                       $4,585        $3,900

    Adjustments to reconcile net earnings to net
     cash provided by operating activities:

    Non-cash items -

    Share-based
     plans expense                                        206           193

    Depreciation and
     amortization                                       1,844         1,811

    Investment/asset
     impairment
     charges, net                                          96            84

    Customer
     financing
     valuation
     benefit                                              (11)          (10)

    Loss on disposal
     of discontinued
     operations                                             1             5

    Gain on
     dispositions,
     net                                                  (20)           (4)

    Other charges and
     credits, net                                         528           694

    Excess tax
     benefits from
     share-based
     payment
     arrangements                                        (128)          (45)

    Changes in assets and liabilities -

    Accounts
     receivable                                          (879)          (27)

    Inventories, net
     of advances and
     progress
     billings                                          (5,562)       (5,681)

    Accounts payable                                     (298)        1,199

    Accrued
     liabilities                                          883           801

    Advances and
     billings in
     excess of
     related costs                                      3,353         1,177

    Income taxes
     receivable,
     payable and
     deferred                                           1,445         1,605

    Other long-term
     liabilities                                            2           157

    Pension and other
     postretirement
     plans                                              1,720         1,288

    Customer
     financing, net                                       391           407

    Other                                                  23           (46)
    -----

    Net cash provided
     by operating
     activities                                         8,179         7,508
    -----------------                                   -----         -----

    Cash flows - investing activities:

    Property, plant
     and equipment
     additions                                         (2,098)       (1,703)

    Property, plant
     and equipment
     reductions                                            51            97

    Acquisitions, net
     of cash acquired                                     (26)         (124)

    Contributions to
     investments                                      (15,394)      (12,921)

    Proceeds from
     investments                                       12,453        10,901

    Purchase of
     distribution
     rights                                              (140)           (7)
                                                         ----           ---

    Net cash used by
     investing
     activities                                        (5,154)       (3,757)
    ----------------                                   ------        ------

    Cash flows - financing activities:

    New borrowings                                        571            60

    Debt repayments                                    (1,434)       (2,076)

    Repayments of
     distribution
     rights and other
     asset financing                                     (280)         (228)

    Stock options
     exercised, other                                   1,097           120

    Excess tax
     benefits from
     share-based
     payment
     arrangements                                         128            45

    Employee taxes on
     certain share-
     based payment
     arrangements                                         (63)          (76)

    Common shares
     repurchased                                       (2,801)

    Dividends paid                                     (1,467)       (1,322)
    --------------                                     ------        ------

    Net cash used by
     financing
     activities                                        (4,249)       (3,477)
    ----------------                                   ------        ------

    Effect of
     exchange rate
     changes on cash
     and cash
     equivalents                                          (29)           18
    ----------------                                      ---           ---

    Net
     (decrease)/increase
     in cash and cash
     equivalents                                       (1,253)          292

    Cash and cash
     equivalents at
     beginning of
     year                                              10,341        10,049
                                                       ------        ------

    Cash and cash equivalents at
     end of period

                                                       $9,088       $10,341
    ===                                                ======       =======



                        The Boeing Company and Subsidiaries

                         Summary of Business Segment Data

                                    (Unaudited)


                                         Twelve months ended            Three months ended
                                           December 31                December 31

    (Dollars in
     millions)                                 2013          2012     2013          2012
    -----------                                ----          ----     ----          ----

    Revenues:

      Commercial Airplanes

                                            $52,981       $49,127  $14,680       $14,161

      Defense, Space & Security:

      Boeing
       Military
       Aircraft                              15,936        16,019    4,395         4,037

      Network &
       Space
       Systems                                8,512         7,911    2,272         2,024

      Global
       Services &
       Support                                8,749         8,677    2,188         2,282
      -----------                             -----         -----    -----         -----

      Total
       Defense,
       Space &
       Security                              33,197        32,607    8,855         8,343

      Boeing
       Capital                                  408           468      105           129

      Other
       segment                                  102           106       22            27

      Unallocated
       items and
       eliminations                             (65)         (610)     123          (358)
                                                ---          ----      ---          ----

    Total revenues

                                            $86,623       $81,698  $23,785       $22,302
    ===                                     =======       =======  =======       =======

    Earnings from operations:

      Commercial Airplanes

                                             $5,795        $4,711   $1,506        $1,266

      Defense, Space & Security:

      Boeing
       Military
       Aircraft                               1,465         1,489      441           313

      Network &
       Space
       Systems                                  719           562      233           138

      Global
       Services &
       Support                                1,051         1,017      280           300
      -----------                             -----         -----      ---           ---

      Total
       Defense,
       Space &
       Security                               3,235         3,068      954           751

      Boeing
       Capital                                  107            88        9           (12)

      Other
       segment                                 (156)         (186)     (99)           31

      Unallocated
       items and
       eliminations                          (2,419)       (1,391)    (855)         (412)
      -------------                          ------        ------     ----          ----

    Earnings
     from
     operations                               6,562         6,290    1,515         1,624

    Other
     income,
     net                                         56            62       15            23

    Interest
     and debt
     expense                                   (386)         (442)     (96)         (112)
    ---------                                  ----          ----      ---          ----

    Earnings
     before
     income
     taxes                                    6,232         5,910    1,434         1,535

    Income tax
     expense                                 (1,646)       (2,007)    (201)         (557)
    ----------                               ------        ------     ----          ----

    Net
     earnings
     from
     continuing
     operations                               4,586         3,903    1,233           978

    Net loss on
     disposal
     of
     discontinued
     operations,
     net of
     taxes of
     $0 and $2                                   (1)           (3)
    -------------

    Net earnings

                                             $4,585        $3,900   $1,233          $978
    ===                                      ======        ======   ======          ====


    Research and development expense,
     net:

      Commercial Airplanes

                                             $1,807        $2,049     $510          $411

      Defense,
       Space &
       Security                               1,215         1,189      323           321

      Other                                      49            60       15            21
                                                ---           ---      ---           ---

    Total research and
     development expense,
     net

                                             $3,071        $3,298     $848          $753
    ===                                      ======        ======     ====          ====


    Unallocated items and eliminations:

      Share-based plans

                                               ($95)         ($81)    ($21)         ($17)

      Deferred
       compensation                            (238)          (75)     (73)          (26)

      Capitalized
       interest                                 (69)          (70)     (17)          (17)

       Eliminations
       and other                               (703)         (266)    (421)         (140)
       ------------                            ----          ----     ----          ----

         Sub-total
          (included
          in core
          operating
          earnings)                          (1,105)         (492)    (532)         (200)

      Pension                                (1,374)         (787)    (329)         (179)

      Postretirement                             60          (112)       6           (33)
                                                ---          ----      ---           ---

    Total unallocated
     items and
     eliminations

                                            ($2,419)      ($1,391)   ($855)        ($412)
    ===                                     =======       =======    =====         =====





                        The Boeing Company and Subsidiaries

                           Operating and Financial Data

                                    (Unaudited)


    Deliveries                    Twelve months                Three
                                      ended                    months
                                                              ended
                                 December 31           December 31
                                 -----------           -----------

     Commercial
     Airplanes                 2013              2012             2013 2012
     ----------                ----              ----             ---- ----

    737                         440               415              110  105

    747                          24                31                8   10

    767                          21                26                4    6

    777                          98                83               25   21

    787                          65       (1)      46      (3)      25   23 (3)
                                                  ---      --

    Total                       648               601              172  165
    =====                       ===               ===              ===  ===

    Note: Deliveries under
     operating lease are
     identified by
     parentheses.


     Defense,
     Space
     &
     Security
     --------

     Boeing
     Military
     Aircraft

    F/
     A-
     18
     Models                      48                48               12   12

    F-
     15E
     Eagle                       14                 8               11

    C-
     17
     Globemaster
     III                         10                10                2    2

    CH-
     47
     Chinook                     44                51               12   11

    AH-
     64
     Apache                      37                19                6    6

    P-8
     Models                      11                 5                4    2

    AEW&C                                           3                     1


     Network
     &
     Space
     Systems

     Commercial
     and
     Civil
     Satellites                   3                 3                2

     Military
     Satellites                   4                 7                3    1


    Contractual backlog
     (Dollars in billions)             December 31 September 30
                                              2013         2013
                                                                December 31
                                                                       2012
    ---                                                                ----

          Commercial Airplanes              $373.0

                                                         $344.3      $317.3

          Defense, Space & Security:

             Boeing Military Aircraft         24.8         26.4

                                                                       29.2

             Network & Space Systems           9.8          9.9

                                                                       10.1

             Global Services & Support        15.0         14.6

                                                                       15.8
                                                                       ----

    Total Defense, Space &
     Security                                 49.6         50.9

                                                                       55.1
    ---

    Total contractual backlog               $422.6

                                                         $395.2      $372.4
    ===                                                  ======      ======

    Unobligated backlog                      $18.3

                                                          $19.9       $17.9
    ===                                                   =====       =====

    Total backlog                           $440.9

                                                         $415.1      $390.3
    ===                                                  ======      ======

    Workforce                              168,400      170,800

                                                                    174,400
    ===                                                             =======



                                        The Boeing Company and Subsidiaries

                                        Reconciliation of Non-GAAP Measures

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

           Core Operating Margin and Increase in Core Operating Earnings Excluding A-12 Settlement Charge

                                                    (Unaudited)


    The tables provided below reconcile the non-GAAP financial measures core operating earnings, core operating margin and core earnings per share as well as
     core operating margin and the increase in core operating earnings excluding the A-12 settlement charge 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             Guidance
                                                               --------------              ---------             --------

                                                                   2013         2012         2013         2012                    2014
                                                                   ----         ----         ----         ----                    ----

    Revenues

                                                                $23,785      $22,302      $86,623      $81,698


    GAAP Earnings From Operations

                                                                 $1,515       $1,624       $6,562       $6,290

    GAAP Operating Margin                                           6.4%         7.3%         7.6%         7.7%


    Unallocated Pension/Postretirement Expense                                                                                ~ $1,050

                                                                   $323         $212       $1,314         $899
                                                                   ----         ----       ------         ----

    Core Operating Earnings (non-GAAP)

                                                                 $1,838       $1,836       $7,876       $7,189

    Core Operating Margin (non-GAAP)                                7.7%         8.2%         9.1%         8.8%


    A-12 Settlement Charge                                               -                         -

                                                                   $406                      $406
                                                                   ----                      ----

    Core Operating Earnings Excluding A-12 Settlement
     Charge

                                                                 $2,244       $1,836       $8,282       $7,189

    Core Operating Margin Excluding A-12
     Settlement Charge (non-GAAP)                                   9.4%         8.2%         9.6%         8.8%

    Increase/(Decrease) in GAAP Earnings From
     Operations                                                     (7%)                        4%

    Increase in Core Operating Earnings
     Excluding A-12 Settlement Charge (non-
     GAAP)                                                           22%                       15%



    GAAP Diluted Earnings Per Share                                                                                       $6.10 - 6.30

                                                                  $1.61        $1.28        $5.96        $5.11


    Unallocated Pension/Postretirement Expense(1)

                                                                  $0.27        $0.18        $1.11        $0.77                   $0.90
                                                                  -----        -----        -----        -----                   -----


    Core Earnings Per Share (non-GAAP)                                                                                    $7.00 - 7.20

                                                                  $1.88        $1.46        $7.07        $5.88


    Weighted Average Diluted Shares (millions)                    768.4        768.3        769.5        763.8               750 - 755

    Increase in GAAP Earnings Per Share                              26%                       17%

    Increase in Core Earnings Per Share                              29%                       20%



                                Earnings per share
                                impact is presented
                                net of the federal
                                statutory tax rate of
    1                           35.0 percent.

SOURCE Boeing