Approximately $835 million, or $0.66 per share, of the charges are attributable to the company�s Delta IV program and primarily reflect the company�s updated -- and significantly lower -- assessment of global demand for launch services.

The lower program base reduces the profitability of currently contracted launches. The charges also reflect higher mission costs, primarily related to government launch requirements.

Approximately $265 million, or $0.21 per share, reflects the loss to be reported by Boeing Satellite Systems for the quarter due to higher cost estimates to complete several satellite programs and write-downs of commercial inventory that recognizes current market conditions.

Approximately $135 million of the total charges are non-cash depreciation and inventory adjustments, as noted in the detailed discussion below. The cash outlays associated with the remaining $965 million of charges will be incurred over the next seven years as the affected launch vehicles and satellite programs are completed and delivered.

An official outline of the charges follows

1. Delta IV Program ($835 million)
   

   When the company began the Delta IV program in the 1990s, demand for commercial satellites and related launch services, particularly for telecommunications, was robust. The company anticipated that strong commercial demand would help reduce the cost of launch vehicles for both commercial and government customers, and the company priced its vehicles accordingly.

   During this period, Boeing also made substantial incremental investments in a second launch site on the U.S. west coast, a heavy-lift version of the Delta IV vehicle, and an all-new U.S. rocket engine. These unique capabilities were developed to address U.S. government requirements and positioned the company to capture additional business.

   However, over the last several years demand for commercial launches eroded while global launch capacity increased. In light of the continuing severe downturn in the commercial launch market, the company has determined that a meaningful recovery of demand and pricing is unlikely for the foreseeable future. As a result, in the second quarter of 2003 Boeing made a strategic decision to focus the Delta IV program on the government launch services market. In conjunction with that decision, the company updated -- and reduced by nearly one-half -- its estimate of long-term demand for Delta IV launch vehicles. This reduction eliminated nearer-term commercial launches previously forecast to occur over the next five years.

   As a result, the company estimates it will incur higher per-unit labor, materials and business infrastructure costs due to lower annual launch rates over the next five years. In addition, the company has experienced higher mission and launch costs, primarily to support government requirements, and has increased its estimates accordingly. Because currently contracted and awarded launches are in a loss position, Boeing will recognize charges totaling approximately $835 million in the second quarter across its 24 currently contracted and awarded Delta IV (including Evolved Expendable Launch Vehicle program) launches. This estimate is based upon existing pricing in the company�s contracted and awarded launches.

   Of the charges totaling $835 million, approximately $90 million are non-cash charges related to the higher per-unit depreciation and amortization costs associated with the lower number of launches in the company�s revised market outlook. The remaining costs will be incurred as the contracted and awarded vehicles are built and delivered over the next seven years.

2. Boeing Satellite Systems ($265 Million)
   

   Boeing Satellite Systems continues to experience cost growth on certain satellites in its current backlog. Over the past two years, the company has continued to make management changes and implemented significant process improvements to reduce technical and cost risk on future satellite production. The company also recognized significant cost increases to complete currently contracted work based upon known requirements and previous experience. However, many satellites in the current backlog incorporate advanced technology and are the first of their kind to be built. These factors are driving cost growth at higher than previously estimated trend levels.

   As a result, the company is raising its estimates to complete and deliver in-process satellite backlog and will record charges totaling approximately $265 million in the second quarter. Approximately $45 million of this amount reflects a higher provision for obsolete inventory related to weak demand for commercial satellites, and is non-cash. The cash expenditures associated with the remaining charges will be incurred as satellites on the affected programs are completed over the next two years.

   Charges totaling approximately $195 million will be recorded in the Launch and Orbital Systems segment; the remaining $70 million is related to satellites for fixed-price military programs and will be recorded in the Network Systems segment, as summarized in the table below.

Boeing will continue to manage its launch services and satellite businesses to market realities. As previously announced, the company continues to reduce employment, consolidate facilities and implement best engineering and manufacturing practices to reduce costs and position the business for future returns.

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