Boeing Reports Record 2013 Revenue, EPS and Backlog and Provides 2014 Guidance

CHICAGO, Jan. 29, 2014 --

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                      $23,785     $22,302         7%  $86,623    $81,698         6%

    Non-GAAP*
    Core Operating Earnings        $1,838      $1,836         0%   $7,876     $7,189        10%
    Core Operating Margin            7.7%        8.2%  (0.5) Pts     9.1%       8.8%  0.3 Pts
    Core Earnings Per Share         $1.88       $1.46        29%    $7.07      $5.88        20%
    Operating Cash Flow
     Before Pension Contributions  $1,409      $4,204      (66)%   $9,721     $9,058         7%
    GAAP
    Earnings From Operations       $1,515      $1,624       (7)%   $6,562     $6,290         4%
    Operating Margin                 6.4%        7.3%  (0.9) Pts     7.6%       7.7%  (0.1) Pts
    Net Earnings                   $1,233        $978        26%   $4,585     $3,900        18%
    Earnings Per Share              $1.61       $1.28        26%    $5.96      $5.11        17%
    Operating Cash Flow            $1,380      $4,167      (67)%   $8,179     $7,508         9%

 * 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*              $1,409     $4,204    $9,721    $9,058
        Pension Contributions                                       ($29)      ($37)  ($1,542)  ($1,550)
    Operating Cash Flow                                            $1,380     $4,167    $8,179    $7,508
        Less Additions to Property, Plant & Equipment              ($638)     ($495)  ($2,098)  ($1,703)
    Free Cash Flow*                                                  $742     $3,672    $6,081    $5,805

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                                  $14,680     $14,161       4%  $52,981    $49,127       8%
    Earnings from Operations                   $1,506      $1,266      19%   $5,795     $4,711     23 %
    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 5. Defense, Space & Security        Fourth Quarter                 Full Year
    (Dollars in  Millions)                   2013       2012   Change    2013       2012    Change
    Revenues
        Boeing Military Aircraft           $4,395     $4,037       9%  $15,936    $16,019     (1)%
        Network & Space Systems            $2,272     $2,024      12%   $8,512     $7,911       8%
        Global Services & Support          $2,188     $2,282     (4)%   $8,749     $8,677       1%
    Total BDS Revenues                     $8,855     $8,343       6%  $33,197    $32,607       2%
    Earnings from Operations
        Boeing Military Aircraft             $441       $313      41%   $1,465     $1,489     (2)%
        Network & Space Systems              $233       $138      69%     $719       $562      28%
        Global Services & Support            $280       $300     (7)%   $1,051     $1,017       3%
    Total BDS Earnings from Operations       $954       $751      27%   $3,235     $3,068       5%
    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 Information     Fourth 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 on disposal of discontinued
     operations, net of taxes of $0 and $2               (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)

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

                                        Twelve months ended      Three months ended
    Deliveries                               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


                                                  December 31  September 30  December 31
    Contractual backlog (Dollars in billions)            2013          2013         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               $323        $212     $1,314       $899        ~ $1,050
    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             $1.61       $1.28      $5.96      $5.11    $6.10 - 6.30

    Unallocated Pension/Postretirement
     Expense(1)                                 $0.27       $0.18      $1.11      $0.77           $0.90

    Core Earnings Per Share (non-GAAP)          $1.88       $1.46      $7.07      $5.88    $7.00 - 7.20

    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%



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



SOURCE  Boeing