The Boeing Company 2002 Annual Report
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Management's Discussion and Analysis

Previously identified market-based risks associated with Delta III inventory is being mitigated by a combination of reusing inventory on other Delta programs, customer payments provided to reassign payloads to other launch vehicles, and the retention of existing customer deposits should those customers terminate their contract for Delta III launches. At this time the Delta III inventory is no longer considered a material financial risk.

The Sea Launch venture, in which the Company is a 40% partner with RSC Energia (25%) of Russia, Kvaerner ASA (20%) of Norway, and KB Yuzhnoye/PO Yuzhmash (15%) of Ukraine, provides ocean-based launch services to commercial satellite customers. The venture had one successful launch in 2002. The Company’s investment in this venture as of December 31, 2002, is reported at zero, which reflects the recognition of losses reported by Sea Launch in prior years. The venture incurred losses in 2002, due to the relatively low volume of launches, reflecting a depressed satellite market. The Company has financial exposure with respect to the venture, which relates to guarantees by the Company provided to certain Sea Launch creditors, performance guarantees provided by the Company to a Sea Launch customer of $33 million and financial exposure related to accounts receivable/inventory of $253 million. The exposures related to guarantees are included in the Off-Balance Sheet Arrangements discussion and disclosed in Note 20 to the consolidated financial statements.

The Company and Lockheed Martin are 50-50 partners in United Space Alliance, which is responsible for all ground processing of the Space Shuttle fleet and for space-related operations with the U.S. Air Force. United Space Alliance also performs modifications, testing and checkout operations that are required to ready the Space Shuttle for launch. United Space Alliance operations are performed under cost-plus-type contracts. The Company’s proportionate share of joint venture earnings is recognized as income. The segment’s operating earnings include earnings of $68 million, $72 million, and $60 million for 2002, 2001 and 2000, respectively, attributable to United Space Alliance.

On February 1, 2003, the country experienced the tragic loss of Space Shuttle Columbia and its seven-person crew. The Company is assisting NASA to determine the cause of this accident. This accident did not impact the Company’s results of operations for 2002, and it is too early to determine the effect on the Company’s business operations for 2003 and beyond.

Research and Development

Within the Space and Communications businesses the Company continued investing in the new Delta IV expendable launch vehicle which resulted in its successful inaugural commercial launch in November of 2002. This product gives the Company greater access to a portion of the launch market that was previously unavailable with the Delta II rocket alone.

In the communications market, the Company is investing to enable connectivity between existing air/ground platforms, increase communications availability and bandwidth through more robust space systems, and leverage innovative communications concepts. Investments were made in Global Situational Awareness concepts to develop communication system architectures to support various business opportunities including Future Combat Systems, Joint Tactical Radio System, FAB-T and Global Missile Defense. A major contributor to the Company’s support of these DoD transformation programs is the investment in the Boeing Integration Center where the Company’s Network Centric Operations concepts are developed in partnership with its customers. The Company also will continue to make focused investments that will lead to the development of next-generation space intelligence systems.

Space and Communications research and development expense, excluding in-process research and development, was $397 million in 2002 compared to $526 million in 2001 and 2000. Significant investment in development programs at the Space and Communications segment continued during 2002. Company-sponsored research and development expenditures supported the development of the Delta IV launch vehicle. Delta IV development expense has been reduced by the U.S. Government’s participation in developing the Evolved Expendable Launch Vehicle (EELV). AEW&C System research and development program expenses decreased as the effort transitioned to work that is specifically required for the Australian Wedgetail program. Company-sponsored research and development levels are expected to decline in 2003 due to the transition of the Delta IV launch vehicle into production.

Backlog

Total contractual backlog for Space and Communications was $14.9 billion at December 31, 2002 and $13.1 billion at December 31, 2001 and $13.7 billion at December 31, 2000. Space and Communications contractual backlog increased by 14% in 2002 compared to 2001. The 2002 increase is primarily due to orders for Proprietary Programs, an order by the Department of Transportation for Airport Security, a NASA award for space flight payload processing and orders for Delta IV launch vehicles. This increase was partially offset by the declines in commercial satellite backlog due to decreases in new orders and sales on existing orders.

Business Environment and Trends

Overview Space and Communications products and services, as part of Integrated Defense Systems, will span five distinctive markets: Integrated Battlespace, Missile Defense, Homeland Security, Human Space Flight and Exploration, and Commercial Launch and Satellite. Each of these markets has unique customers and requirements, and therefore, will be discussed individually below.

Integrated Battlespace U.S. military force structure is shrinking, its platforms are aging, and the tempo of operations and engagements worldwide remains high. Several of the recent United States’ military actions have demonstrated the value of systems solutions that allow all systems to communicate with each other; operate over longer ranges; and are unmanned and provide the advantages of precision, persistence and selective engagement.

Refer to Military Aircraft and Missile Systems Business Environment and Trends for further discussion on Military Transformation.

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