Q1 2008 The Boeing Company Earnings Conference Call on Apr....

F I N A L T R A N S C R I P T

BA - Q1 2008 The Boeing Company Earnings Conference Call

Event Date/Time: Apr. 23. 2008 / 10:30AM ET

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C O R P O R A T E P A R T I C I P A N T S

Diana SandsThe Boeing Company - VP of IR

Jim McNerneyThe Boeing Company - Chairman, President, CEO

James BellThe Boeing Company - EVP Finance, CFO

Tom DowneyThe Boeing Company - SVP Communications

C O N F E R E N C E C A L L P A R T I C I P A N T S

Steve BinderBear Stearns - Analyst

Troy LahrStifel Nicolaus - Analyst

Cai Von RumohrCowen and Company - Analyst

Joe CampbellLehman Brothers - Analyst

George ShapiroCitigroup - Analyst

Doug HarnedSanford Bernstein - Analyst

David StraussUBS - Analyst

Heidi WoodMorgan Stanley - Analyst

Joe NadolJPMorgan - Analyst

Howard RubelJefferies & Company - Analyst

Ron EpsteinMerrill Lynch - Analyst

Rob SpingarnCredit Suisse - Analyst

Lynn LunsfordWall Street Journal - Media

Hal WeitzmanFinancial Times - Media

Dominic GatesSeattle Times - Media

Mike MeachamAviation Week - Media

www.streetevents.com Contact Us 1



Apr. 23. 2008 / 10:30AM, BA - Q1 2008 The Boeing Company Earnings Conference Call


Susanna RayBloomberg - Media

P R E S E N T A T I O N

Operator

Good day everyone, and welcome to The Boeing Company's first quarter 2008 earnings conference call. Today's call is beingrecorded. The management discussion and slide presentation, plus the analyst and media question-and-answer sessions, arebeing broadcast live over the Internet.

At this time for opening remarks and introductions I will turn the call over to Ms. Diana Sands, Vice President of Investor Relationsfor The Boeing Company. Ms. Sands, please go ahead.

Diana Sands - The Boeing Company - VP of IR

Thank you. Good morning and welcome to Boeing's first quarter earnings call. I'm Diana Sands. With me today are Jim McNerney,Boeing's Chairman, President, and Chief Executive Officer, and James Bell, Boeing's Chief Financial Officer. After brief commentsby Jim and James, we will take your questions. In the interest of time, we ask that you limit yourselves to one question. As alwayswe have provided detailed financial information in our press release issued earlier today. And as a reminder, you can followtoday's broadcast and slide presentation through our website at Boeing.com.

Before we begin, I need to remind you that any projections and goals we may include in our discussions this morning, are likelyto involve risks, which are detailed in our news release, and our various SEC filings, and in a forward-looking statement at theend of this web presentation. Now I will turn the meeting over to Jim McNerney.

Jim McNerney - The Boeing Company - Chairman, President, CEO

Thanks, Diana, and good morning, everyone. Let me begin with some comments about our first quarter, then James will walkyou through the results specifically. After that I will say a few words about what's ahead, and then take your questions.

Starting with slide 2, please. Our first quarter financial performance has us off to a very good start for the year. Our two big corebusinesses continue to demonstrate strong performance, and remain well positioned in their markets. Virtually all of ourprograms are meeting or exceeding targets by driving growth and productivity initiatives. This performance is providing us theresources we need to manage through our product development challenges, while still meeting our financial commitments.Our financial highlights for the quarter included solid revenue growth, strong cash flows, and operating margins over 11%.Earnings per share and net income both grew about 40%.

Our backlog continued to grow and reached another record level of $346 billion, which equals over five times our current annualrevenues. Integrated Defense Systems generated another strong quarter of double-digit margins, by executing well on its largeand balanced portfolio programs. IDS increased its backlog to $75 billion, driven by a new multi-year contract for the V-22Osprey. With one of the industry's leading backlogs, IDS continues to demonstrate a breadth of capabilities to meet evolvingcustomer requirements.

As you know, during the quarter the U.S. Air Force awarded the KC-X tanker program to Northrop Grumman, and Airbus parentEADS. On March 11, we filed a formal protest of that award. This was a decision we took very seriously. Boeing had not protestedan award with the GAO in over a decade. We felt this protest was necessary, because of what we believed were serious flaws inthe selection process. We believe we offered the most capable tanker for the war fighter. At the lowest cost to the taxpayer, asmeasured against the government's request for proposal. We expect the GAO to rule on the protest by early summer.






It is important to note, that while the tanker program was one we wanted to win, and in fact, are still fighting for, its loss shouldnot have an adverse impact on our overall outlook. Our growth prospects for the company and for IDS remains solid, regardlessof the tanker outcome. The strong financial performance, a balanced portfolio and opportunities to grow IDS is healthy, andcontinues to build on its momentum from a series of contract wins last year. As I mentioned, we finalized the V-22 multi-yearcontract in the first quarter, and we will see our customers making decisions this year on various opportunities, including TSAT,and a number of international programs. In addition, we expect a decision on the CSAR-X competition near the end of the year.

During the quarter, we also saw outstanding financial performance at Boeing Commercial Airplanes. BCA revenues rose 8%,and it delivered 12% operating margins. The team successfully increased its 737 production rates in the quarter, and continuesto drive productivity throughout the business. BCA also continues to push ahead on its development programs. The 777 freighter,and the 747-8 programs remain on track. As you heard from Scott Carson and Pat Shanahan earlier this month, we have revisedour schedule for the 787's first flight and first delivery, and we are planning a more gradual ramp up to full rate production.While we are deeply disappointed in our performance to date, and the impact our delays will have on our customers, the newplan reduces our schedule risk significantly. It is based on the less lessons we have learned thus far, discussions with our majorsupplier partners, and a rigorous analysis of the capabilities of our overall supply chain. We are having discussions with ourcustomers on how the new 787 schedule will affect them, and we will work together to minimize its impact.

I have personally been in close contact with Scott, Pat, and the team, throughout this process, and I believe the plan outlinedearlier this month is one we can achieve. During my most recent visit to Everett last week I saw good progress towards thecompletion of airplane one, and meeting our commitments for power on, and First Flight. Static and fatigue air planes are alsomoving along. And the condition of assembly from our structural partners, were noticeably improved on airplane number two,and similarly on components we've already started to receive on airplane number three. We will get through the start-up ofthis innovative, some would say leading edge program, and when we do, we will be delivering a breakthrough new product,years ahead of its competition, and one that will offer substantial efficiencies and value for our customers. 787 continues to seestrong demand from the world's airlines, with 75 aircraft orders during the quarter, and 892 firm orders since launch.

Turning for a minute to the overall market environment, during the first quarter, we have seen the U.S. economic situationbecome more tenuous, as capital markets have softened, and several small and weaker airlines have filed for bankruptcy. Weare closely monitoring this situation. Right now these developments are not having a significant impact on us. Our total backloggrew 19 billion in the quarter, and remains diverse by region, product type, and customer. Only 11% of BCA's $271 billion backlogis from airplanes based in the U.S. A strong portion is with customers in Asia and the Middle East, where economic conditionsare more favorable. In general, our commercial airplane backlog is comprised of established quality customers, whose financialstrength exceeds the market average.

In addition, nearly half of the company's total revenue is generated from our defense business, which is fairly well insulatedagainst the recent economic volatility. Commercial airplane demand globally remains strong, and is being aided by high fuelprices and environmental concerns. In addition, there is still a significant need for airplane replacement within the U.S. carriers.So, while the market environment has become more volatile, it is not currently impacting our growth forecast. If there is a moresignificant economic downturn, I believe Boeing is in a good position to weather it. Our backlog has never been more diverse.Our production programs and services businesses are performing well. And we have the right products for the market. And wehave a relentless drive to continually improve productivity. All of this is serving us well today, and will do so through the economiccycles.

Let me wrap up my opening comments by reiterating my confidence in our position, and prospects for going forward. Thebreadth and depth of capabilities across our commercial and defense businesses is allowing us to pursue a wide range ofopportunities, capturing those opportunities and continuing our enterprise focus on productivity, is what will secure an evenstronger future. Potential for this company can be seen in our financial outlook, which reflects significant earnings growth in2009, as we continue to drive growth and productivity, while making progress on our development programs. With all thatsaid, let me turn it over to James for a review of the numbers. James.






James Bell - The Boeing Company - EVP Finance, CFO

Thank you, Jim, and good morning. I will begin with the first quarter results on slide 3. Our revenue increased 4% in the quarter,driven by higher commercial airplane deliveries and services growth. Our EPS grew 43% to $1.62 per share, while our net incomeexpanded 38% to $1.2 billion. Operating margins increased to 11.3%. Our earnings were driven by solid business performancefrom both BCA and IDS, as well as lower unallocated pension and deferred compensation cost.

Now let's start our business unit review with Commercial Airplanes on slide 4. BCA continues to profitably manage its productionramp-up, while growing its record backlog and investing in its growth. BCA delivered 115 airplanes in the quarter which, alongwith the higher service volume, drove an 8% increase in total revenue to $8.2 billion. The higher deliveries and service volumeswere somewhat offset by lower aircraft trading sales. Operating earnings grew to $983 million, producing an operating marginof 12%. BCA's margins reflected volume and performance improvements across its products, and lower R&D expense. Thisquarter included $50 million of supplier development cost sharing payments, while there were none during the same periodlast year. BCA expects cost sharing payments for all of 2008, to be roughly equal to those received in 2007.

As discussed earlier this month, we expect 2008 R&D spending to be higher than previously thought. This is due to extendingthe 787 testing period, prior to First Flight as well as additional costs on the 747-8. The revised R&D guidance results in totalspending that is relatively flat for the remainder of the year, with R&D costs decreasing in 2009.

Commercial program margins exceeded unit margins this quarter, due to product mix and pricing, that reflect airplanes soldseveral years ago in a tougher pricing environment. We captured 289 gross orders in the first quarter, which lifted BCA's backlogto another record of $271 billion. This represents greater than seven times current BCA revenues, and we continue to expectour book-to-bill ratio to exceed one this year.

Now, Jim has already talked about the new 787 schedule that was announced earlier this month, but let me discuss the financialimplications of the new plan. As Jim noted, we are engaging with our customers on the impact of the 787 delays, and appropriatemitigation plans. This will take time, and could ultimately take various forms, including interim lift capability, and revised termson orders. Now, in our 2009 financial guidance, we have assumed that the 787s delivered during that year, will have a 0%program accounting margin. We believe this allows for sufficient reserve to deal with customer issues, and other costs associatedwith the delay. The accounting quantity for 787 will not be determined until the final-- until the middle of next year, in advanceof our first delivery in Q3 2009.

I should point out that it is typical for new commercial programs to start with very low margins, that increase over time, as wego down the learning curve, and achieve productivity benefits. We expect the 787 to do the same. With 892 orders since launch,we firmly believe the 787 will deliver significant value over its life, to both customers and shareholders. I want to reiterate thatBCA continues to perform very well on its production and service programs which are generating good top-line and bottomline growth, during this quarter.

Now, moving to slide 5 in our defense business. IDS delivered strong margins of 11.4% on revenues of $7.6 billion in the quarter.Precision Engagement and Mobility Systems and Support Systems continue to generate strong double-digit margins of 11.9%and 12.5% respectively, reflecting outstanding performance on production and support programs. Network and Space Systemsnearly doubled its margin to 9.9%, driven by performance across its products, and a favorable settlement on a satellite program.IDS captured new and follow-on business, including the V-22 multi-year contract that Jim discussed, and a F-22 multi-yearsustainment contract, as well as the intent from the missile defense agency to sole source the GMD follow-on developmentcontract.

Also during the quarter IDS delivered the first two KC-767 tankers to Japan, and the P-8A program began final assembly. Ourdefense business remains well-positioned for growth and profitability with it's broad portfolio of development, production,






and support programs, and with good sales opportunities, both domestically and internationally. The IDS team is performingvery well across its businesses, and is on track to achieve its growth and double-digit margin goals.

Now let's turn to slide 6. Boeing Capital delivered another solid quarter with pretax earnings of $61 million, on revenue of $185million. BCC continues to reduce its portfolio which totaled $6.3 billion as of March 31. First quarter other and unallocated costshave decreased approximately $150 million, due to lower deferred compensation and unallocated pension expenses. We expecttotal other and unallocated expenses to be about $1.1 billion in 2008, and about $750 million in 2009, due to lower estimatedpension costs. Total pension expense is forecasted to be around $800 million in 2008, and $500 million in 2009. Now, in 2009expense could vary depending on interest rates and market performance, as of our measurement date which will be December31, 2008.

Now let's move to our cash flow on slide 7. We generated $1.9 billion of operating cash flow in the quarter. Strong net incomeand non-cash items were somewhat offset by a planned $500 million contribution to our pension plan. The quarter also includedcertain advanced payments that we anticipated receiving later in the year. We continued our balanced cash deployment strategy,as we invested in organic growth programs, used $1.2 billion to repurchase 15.6 million shares, contributed to our pensionplans, and paid a 14% higher dividend to our shareholders. Share repurchase will moderate the remainder of the year, as weexpect to use about the same amount of cash in 2008, as we did 2007 to buy back shares.

Now moving to cash and debit balances on slide 8. Our balance sheet and liquidity remains strong. We ended the first quarterwith $12.1 billion in cash and in liquid investments. This was flat versus year end, as strong operating cash flow was used forcapital investments, share repurchase, and dividends paid to shareholders. Our debt balance is also flat, versus the end of 2007.We do expect BCC to pay down debt later in the year, which will reduce our consolidated debt balance by year end.

Now turning to our financial guidance on slide 9, we are reaffirming our earnings guidance for 2008, and forecasting significantlyadditional EPS growth for 2009. Our outlook reflects strong performance from our core businesses, increasing commercialairplane deliveries, decreasing R&D, and pension costs, and company wide productivity improvements. Boeing's revenueguidance for 2008 is unchanged at between $67 billion and $68 billion. Revenue for 2009 is expected to grow to between $72billion and $73 billion. Earnings per share guidance for 2008 remains unchanged at $5.70 to $5.85. We expect earnings in thesecond half to be slightly higher than in the first half, reflecting delivery mix, and timing of period expenses.

For 2009, we expect EPS to grow approximately 20% to between $6.80 and $7 per share, driven by higher airplane deliveriesand progress on growth and productivity initiatives, as well as lower R&D and pension expenses. We're forecasting operatingcash flow to exceed $2.5 billion in 2008, and exceed $6 billion in 2009. Our guidance includes potential supplier advances, andcustomer impacts due to the revised 787 schedule.

Now turning to the segment, BCA deliveries and revenues forecast for 2008, remains unchanged at 475 to 480 airplanes and$34.5 billion to $35 billion respectively. 2009 deliveries will grow to between 500 and 505 airplanes, including approximately25 787 Dreamliners. We expect further growth in deliveries in 2010. 2009 BCA revenue is expected to be between $37 billionand $38 billion. Commercial airplane margins are forecasted to be about 11.5% in both 2008 and 2009. This reflects lower R&Dcosts, and continued strong performance on production and service programs, offset by margin dilution from the 787 deliveriesin 2009.

Our 2008 IDS financial guidance remains unchanged with revenue of $32 billion to $33 billion, and operating margins ofapproximately 10.5%. For 2009, we expect revenues of $33.5 billion to $34.5 billion, with growth across all segments. 2009margins are expected to expand to greater than 10.5%. We expect total R&D expense to be between $3.6 billion and $3.8 billionin 2008, reflecting the new 787 plan as well as higher 747-8 costs. 2009 R&D will decline over 13%, to a range of $3.1 billion to$3.3 billion. Additional guidance information is provided in our earnings release.

Now I will turn it back to Jim who will give you some final thoughts. Jim.







Thank you, James. As our numbers for the quarter attest, we are off to a strong start, in what we believe will be another year ofimproving financial performance for this company. We are methodically working through our challenges, including the start-upof the 787. And our people remain focused on satisfying our customers, and leveraging growth and productivity, and to betterbottom line and top-line performance. With many of the early challenges on the 787 behind us, we can see our way to gettingelectrical power on the airplane by the end of June, then flying later this year, and beginning deliveries of this game-changingnew airplane next year.

Our production and services programs continue to perform well, and we are driving productivity throughout this company tofuel future growth, deal with our challenges, and deliver on our financial commitments. You can see from our outlook that ourgoals for the remainder of this year, and next, are ambitious. We expect outstanding earnings growth, and continued financialstrength.

In summary then, our businesses are executing well, and we understand and are working on the challenges before us, aggressively.Our outlook remains bright, and we continue to drive towards being the strongest, best, and best integrated aerospace companyin the world, for today and tomorrow. Now with all of that said, we'd be happy to take your questions.

Q U E S T I O N S A N D A N S W E R S

Operator

(OPERATOR INSTRUCTIONS). As a reminder, in the interest of time we are asking that you limit yourself to one, single-partquestion. The first question is from Steve Binder, of Bear Stearns.

Steve Binder - Bear Stearns - Analyst

Good morning, good quarter. Maybe just about your '09 guidance, I think, James, you touched on you're assuming 0 margin inthe 787 program, just assuming-- since you have not fully scrubbed, I guess, supplier payments, renegotiation with suppliers,as well as kind of your new schedule, as far as your ramp costs, with respect to a new production schedule, just wondering, doyou feel confident, or would you characterize your cost estimates to be on the initial block size to be conservative, such thatyou won't need to take a reach forward charge?


Yes, I would. I would say that it's our best ability to estimate, but a couple things that we have high confidence in. One, we haveconfidence that we have almost 900 orders today, which would help us, relative to set what the pricing is, relative to that. Wehave negotiated quite a bit of the subcontractor costs, and we have pretty good idea of how we're going to finish in negotiating,as it relates to some of the impacts, of some of the changes we've experienced. The area, obviously, that is of less certainty is,how do we settle all tissues we have with our customers, although we think we're being relatively conservative by starting outwith a 0 margin.


And also related to '09, I think if you assume, if the R&D decrease is mainly coming out of BCA, and you take out the 787 sales,and 0 profit contribution, looks to me, like you're still assuming some decline in your mature business and services business,






and margin rate in '09 versus '08. Is that just conservatism? Is that giving you cushion in case there's any R&D spike? Can youmaybe just characterize that?


No, Steve, it's what we talked to you about before. Prior to putting these airplanes, the 787, into service, we have some expenseassociated with that, that would come out in what we would call our fleet support area, not out of our cast area, in terms oftraining manuals, things of that nature that support the entry into service a new airplane. So that's some of the impact thatyou're seeing.


One other thing, 747, are you assuming 747-8 deliveries in 2009?


Yes.


And how many?


Very few.


Okay. Thanks very much.

Operator

The next question comes from Troy Lahr, of Stifel Nicolaus.

Troy Lahr - Stifel Nicolaus - Analyst

Thanks. You touched on it a little bit, but I'm wondering if you can give us a little more insight into discussions with internationalcustomers, specifically the guys that are taking deliveries over the next two to three years. Are more and more customers talkingabout deferring some of these deliveries, now that we're in a tough environment with higher fuel? Or are these guys really justseeing new jets as a way to kind of ease the pressure from higher oil? Then secondly, what are you hearing from the domesticcarriers regarding recapitalization efforts, now that oil is at 117? Are we still on track to start seeing more domestic orders in '08and '09?







This is Jim. Internationally, we have had very little indication that the customers want to reschedule. So that's been relativelystable situation. I think the financial turmoil as we've seen it has mostly been U.S. centered. So the answer to your first questionis, hardly any.

The U.S. carriers, I think the new oil reality is a tough one for them to deal with. It's impossible for me to know exactly what oilprice they were assuming in their models as we've begun discussions with them, but we are in active discussions with most ofthem, and I think that should unfold over the next 12 to 18 months, and if there is an impact, we haven't seen it yet, but thenew reality has hit us pretty quickly here. So I think we're all in an ongoing situation, it will unfold. But no direct indication there,either.


So you think the domestic guys still recapitalize within a year, year and a half? This probably hasn't delayed it at all?


Yes, I think if anything, the oil price situation could accelerate some moves that would-- in the minds of the airline management,strengthen their businesses. I think you look at the Delta-- the proposed Delta-Northwest merger, I think the-- which has yet toplay out fully, obviously, but I think that is a move to strengthen, introduce more scale, and insulate competitively, from all kindsof price and marketplace pressures. So the extent to which this accelerates that, that could get you there faster actually.


Great. Thanks, guys.

Operator

As a reminder, please limit yourself to one single-part question. Thank you. The next question does come from Cai Von Rumohr,of Cowen and Company.

Cai Von Rumohr - Cowen and Company - Analyst

Yes, thank you, and great quarter, guys. You have pretty ambitious cash flow next year, given the 787 delay. Could you quantifyfor us, what was the cash flow impact on '08 and '09, from this latest delay of the 787?


Cai, this is James. Well, it's reflected in the guidance, number one, but I think what you're seeing, in terms of the lower cash flowin '08, is the production buildup, not only of the 787, but of the production aircraft, that also are being produced at higher rates.Then you couple that with the slide out, based on the prior schedule shift of about 75 787s out of '08, into '09-- out into a yearnow as we understand the schedule better, so that's how we got to two and a half this year. And then next year, obviously we'reupping our deliveries, which will again help the cash flow to get to the $6 billion we're guiding you to, as well as we'll startrelieving the inventory on 787s, as we deliver the 25 we're expecting to deliver next year, Cai.







But what sort of impact does this assume you're paying Spirit per their 8-K, looks like $350 million plus, that was not in the plan.You presumably have some payments to airlines at some point. What do suppliers and airline compensation requirements doto this cash flow?


We're not going to get into the specifics of what we've assumed, Cai, but believe me, the impact of what we believe, based onwhat we know today, of cash that would be extended out, because of the payment flow coming from customers, as well aswhat we'd have to pay for-- pay to suppliers to be fair, and because of the contract terms are included in the guidance for both'08 and for '09.


Terrific, thank you.

Operator

The next question comes from Joe Campbell of Lehman Brothers.

Joe Campbell - Lehman Brothers - Analyst

Good morning.


Good morning, Joe.


I have a question about the performance of the commercial company in the first quarter. The difference between the programaccounting and the unit accounting was some $330 million, which is the largest number we've ever seen, I think in a singlequarter. And on 71 million of it, which is pretty much consistent with what we've been seeing is related to the 777-300ER, Iwondered if you could sort of tell us what was going on, that caused the actual performance to be so different from the assumedprogram performance?


Some of it was-- again, we're still experiencing the impact of the more aggressively priced airplane several years ago that we'redelivering which, as you know, has a more profound impact on unit margins and program, then coupling that with the mix thatwas delivered in the quarter, had the increased the gap a bit based on what's in the accounting quantity relative to that mixand the pricing associated with it, Joe.


James, what was the mix difference? I didn't notice anything especially different.







Well, there were more 777s in it today.


But the 777 wasn't the issue. It was only 71 million of the 330. So the big number --


You're only talking about the difference in pricing on 777. There is a mix difference also, that would be associated with betterpriced airplanes out in the out years, Joe.


But I mean, you're showing us the difference between actual and program assumptions on the 777 to be only $71 million. Sois it not correct to assume that 330 minus 71 is related to some airplane other than a 777?


Well, there is, yes.


So I'm asking what that 200 million is, which is --


It's mostly the 37s, but there would be some mix relative to the 777s as well, that's in the cost base that's beyond what you'reseeing in deferred production, and it would be, quite frankly, the mix between freighter and passenger.


Great. Thank you very much.

Operator

The next question comes from George Shapiro of Citigroup.

George Shapiro - Citigroup - Analyst

Yes, good morning.







Good morning, George.


You have the portfolio size at Boeing Capital going down this year and next year does. That mean that you won't finance anyof the American planes that they are going to get next year?


George, that doesn't mean that. What it does mean is, we're preparing ourselves in the event it's necessary to use BCA-- BCCand our balance sheet, in order to finance airplanes. Right now, given what we know, we're not anticipating we'll need to.


But what's the thinking, James, intuitively with a tighter credit out there now, I would think that Boeing Capital Corporationwould be in the mode of being called on more, to increase their financing. Are you taking a different view on that, as to whatBoeing Capital Corporation will do and saying, the portfolio size is going to be lower in '08 and '09?


You know, in our current backlog, we see that the XM base is going to finance about 80% of it. What I just said to you that wehave, over the last several years, been preparing BCC and the Boeing balance sheet, that if called upon, we can answer the call.Right now, we don't have any information that suggests we will be, but if we are, we'll deal with it then, and BCC and the Boeingbacklog will be more than able to do that.


So your projection of lower is just assuming that the environment -- economic environment doesn't get any worse than whatit is today?


Well, George, this is Jim, there's two things. One, we see what we see, on the economic environment, and secondly, in contrastwith coming out of 9/11, where much less than half our planes were financed XM internationally, we now have 80% of themfinanced XM internationally, which puts us in a stronger position to absorb any financing requirements we'd have. That's James'point. We've run the portfolio down so we have plenty of capacity to deal with it if we need to, and what we have to deal with,will be significantly less than the last recession we had.


Okay, that's very good. Thanks.

Operator

The next question comes from Doug Harned, of Sanford Bernstein.






Doug Harned - Sanford Bernstein - Analyst

On BCA margins and your guidance for '08, you've added $400 million more to R&D, and yet you've kept the margins at thesame level. Could you talk about what the sources of improvement are, and I would say, if there's a way to divide that into the37, the 777, and overhead reduction, what's allowed you to essentially bring the ex R&D margins up?


All of it. It's our absolute focus on productivity. It's the benefit we're getting from the moving line, and 777 as we continue toexperience good progress on that implementation. It's the productivity we're getting on 37 as we continue to harvest thatmature program, and the mature concept that's deployed there on the moving line, and it is our efforts on, really looking atevery cost that doesn't end up in our products, to see how we can be more productive in doing those activities that create thosecosts, and driving those costs down, while we increase the quality of that effort. All of it.


So there's not one that you would point to that's more than the others here?


No, and there's not one that we would be emphasizing more than the other. We're emphasizing all of them, and we're seeinggood benefit out of all those initiatives.


And presumably you expect that to continue into '09 when you should also be getting some pricing benefits, I would expect.


Correct. We would hope to see, particularly on the 777, to start harvesting more benefit out of the moving line in '09 than weare in '08.


Okay, great. Thank you.

Operator

The next question comes from David Strauss of UBS.

David Strauss - UBS - Analyst

Could you talk a little bit about the IDS growth, maybe from a program basis what's driving that in '09? The midpoint is around5%, which is a little bit stronger than I would have thought. Secondly, Jim, can you maybe just talk about how you feel aboutthe competitive position of IDS moving forward, even beyond tanker, the win rate on some of the big programs hasn't beenthat great recently. Thank you.







Sure. I mean, I think the current growth is across the board. I mean, it's-- all the production programs are running well. FCS,GMD, very high award fees, recent reaffirmation of our status as the systems integrator. Those are big, big programs, as youknow. C-17 sustainment, the multi-year's on Apache and F-18, we're at the midpoint there. Some international orders that we'renow delivering on in Korea, Singapore, other places, so it's-- SPI net.

So it's really an across the board story, and also, as you know, we've divested a couple of businesses over the last couple of years,and which sort of muddied the growth look at IDS, and we're now beginning to outrun some of that, and so having said all thatcurrently, you know, the order rate-- the facts are, we won nine big competitions last year, nine of 11 of the major competitionswe were in. That is one hell of a record, quite frankly. And admittedly, we've lost $0.01 or $0.02, okay, so now it's nine out of 13.

So our hit rate recently has been very, very high, and when you look at this year, and see a number of international orders thatpromise to come through, and a number of major orders in the United States-- satellite orders in the United States, and a coupleof other ones, I think even if we return to our normal hit rate, the two-year period would have been outstanding by any measurein terms of new business.


And then on C-17, what have you assumed in 2009, and when do we get to the point that you do have to make a decision interms of shutting down the line?


I think the assumption this year is that we will-- obviously that we'll continue, and we'll also be continuing production next year.That is the assumption. As you know, the international order base continues to strengthen. The smoke signals out of Washingtonare strong right now, in terms of an '08 supplemental, and a potential order in the '09 base budget next year, so we feel, we'realways a little bit on tender hooks here, but we feel relatively strong about the prospects, short and medium term of C-17.


Thanks a lot.


You're welcome.

Operator

As a reminder, please limit yourself to one single-part question. The next question does come from Heidi Wood, of MorganStanley.

Heidi Wood - Morgan Stanley - Analyst

Good morning.







Good morning, Heidi.


Jim, when you, or James, I guess, when you go through and analyze the range of possible additional costs on these customerpenalties, and supplier support, in totality what's the highest negative cost outcome that's realistic? Does that number everexceed $4 billion? We're really struggling on the outside to conceptualize this. If we think of it as $2 billion to $4 billion, is thata reasonable bandwidth?


Heidi, the fact of the matter is, we go through and struggle with that same thing ourselves, and with the information we haveto date, it's hard to set a number. That's why we obviously have taken the position, that we're going to start off booking theprogram at a 0 margin, to make sure we have adequate reserve in order to deal with that. I can't predict what the number willbe. I just know that our past history would suggest that we do a pretty good job of mitigating that, and not having it roll through,to be a significant impact to our financial performance.


All right. You gave us color on when you're going to make the decision on the program block, but maybe can you give us moretransparency on the process of how will you make the determination for accounting block size for earnings recognition? Whenwe look at all of this backlog that you have, obviously the implications of these higher nonrecurring's is very different, if youuse a 400 block or an 800 block. Can you walk us through the process?


Yeah, I can, Heidi. Let me start with history. Typically when we get to a point of delivering the first airplane we've sold about100, just in round numbers on our new airplane models. As you mentioned, typically the block turns out to be-- the initial blockturns out to be in about the 400 airplane range. So what that is beyond the known orders, you look at what the market potentialis for the airplane, you look at a time period over which you can estimate your costs, and estimate your revenue, and so, youtake those things in consideration, and then you settle on what the accounting quantity is, and then what your booking marginought to be on these airplanes as you deliver them.

In the case of the 787, we're going to have probably 1,000 sold by the time we deliver it. So we're going to be more constrainedby-- which obviously gives us a great opportunity over a time period to produce good earnings and value for both us and ourcustomers, and it also gives you great capacity to deal with unknowns that you don't understand, you'll experience as you lookback to today. But so what we'll be more constrained about is, what we'll be able to estimate over a time period, and wouldwe'll be able to produce in that time period.

So you can get the significant opportunity we're going to have on the initial opening quantity here, but what we see today,and what we understand based on what our contracts have in them, based on our-- our very, very preliminary discussion withour customers, it's hard to estimate what the customer settlements will be, but we do believe that whatever the opening quantitywill be, based on the criteria I just described, there will be significant profitability in the program today to cover it.







That's interesting. So basically in the scenarios on this initial program block, you're saying that, that in every scenario the costsare still less than the revenues.


That's correct.


Okay. Thank you. And then one last one, if you don't mind. Again, a bit of a devil's advocate question for you. You had one 747order in Q1, and a great bookings quarter of 289 planes. You had 25 747s in '07, yet you're raising the R&D, and raising thenonrecurring on the 747. You've gone through changes on them, wings started off mildly, to what looks like a whole new wingdesign, which is kind of $3 billion to $4 billion. Help us understand, why is that the right answer? When you see customersbacking out the door to buy 787s and your costs are rising on the plane, we can understand it. But in this situation your costsare rising, and we're not getting confirmation for higher customer demand. Could you walk us through your rationale there?


Heidi, this is Jim. I think we have about 110 orders, for both the freighter and the passenger. And I think James just talkedhistorically about models we've introduced at about that rate, so we're already there, and we're still over a year away fromintroduction. Now, having said that, I'd be less than candid if I didn't tell you I wish we had more intercontinental orders, whichis I think what you were talking about, Heidi, the passenger version, where we have 26 orders.


And only one major customer.


One major customer. Although the minor customer would not appreciate your characterization there, by the way. But we'rein-- we're in discussions with about eight to ten, serious discussions with eight to ten major carriers. It's impossible for me topredict how many of those will order. But typically when we're at this stage, a large number of them would. We're still basingour spending, on what we perceive to be the market, and oh by the way, we're off to a pretty good start with 110 orders withover a year to go, before we have to set accounting quantities and the like. But I also wish we had another couple of majorintercontinental orders right now. And the guys are really working hard at it, and I think there's a good chance we'll have somesoon.


Great. Thanks very much, gentlemen.

Operator

The next question comes from Joe Nadol, of JPMorgan.






Joe Nadol - JPMorgan - Analyst

Yes, good morning. My question is on your production rate on non-787 models. Your 2009 guidance shows flat production onnon-787. You've said that you're studying the 37 a few months ago. I'm wondering if you've come to any conclusion there. I'mwondering on the 67 if there's any thought as to when we might see a potential uptick there, for interim lift for 78 customers.


Your observation is correct on the non-87 production rate. As you know we're pausing after a series of increases on-- across ourmodel line, and we are taking a hard look at the 37, Joe. I think the-- it's fair to say if the economic situation doesn't deteriorateinto something, that we don't currently anticipate, if that doesn't happen, that the bias would be to the upside there, longerterm after '08, but we have-- we have time to make that call, and so we will take that time to make that call, as we're movingforward.

But on the 67, it's-- the death of that program has been predicted for many years, and the demand over the last couple yearshas been strong, even without the tanker situation. So I think we're out to like 11 or 12 on that program right now, so that'sanother decision we don't have to face into. Believe it or not, we're having honest to God discussions with people right now,about that airplane. So it could extend beyond that.


Are there any non-Japanese customers that would be interested?


Yes, there's a couple of people in discussions, yes.


On the 37 rate, is there a time frame, or is it something that you're just sort of keeping your eye on, and there's no specific timeframe for--


I think over the next 12 months we would make a decision on that rate. It could be a little longer than that. But I think we'll beasking the question seriously over that time frame.


Okay. Thank you.


You're welcome.






Operator

Once again, a reminder to please limit yourself to one single-part question. The next question does come from Howard Rubelof Jefferies.

Howard Rubel - Jefferies & Company - Analyst

Thank you very much. I want to go back to the R&D. You've kind of-- we all live in glass houses in one form or another, andyou've sort of had to go through this a couple of times, and raise that. Is there any change in process, Jim, that you need to lookat, in terms of helping you think about estimates for programs?


Well, we can be better. I think if you're looking for a root cause, it would probably center on the 87 development. You know, asthe-- as we've struggled with getting the supply chain in place, and the costs associated with recovering from that, we've beenforced to keep an experienced set of engineers on that program, that had been planned to go on off to other programs. The47-8, that increased costs as we scramble to find the engineering capacity we need, the training we need, outside help,supplementation from time to time, a little more costly.

So I think part of what you're seeing is the scramble, but having said that, I'm not happy, and Scott Carson is not happy withour inability to get our arms around predicting the development costs, the business case for both airplanes remains good, butwe need to do a better job there. And we're working hard to do that, and we do not have a shortage of business reviews aroundthe subject.


Your major competitor talked about price increases the other day. Have you seen that realized in the market in any fashion?


No.


Thank you.

Operator

The next question comes from Ron Epstein, of Merrill Lynch.

Ron Epstein - Merrill Lynch - Analyst

Good morning, guys.


Good morning.







Broader strategic question for you, Jim. If the tanker stays with EADS, and Airbus ends up setting up a wide body productionline in North America, how does that change the strategic outlook for the industry? How do you have to consider that now, ifyou have your competitor here, in a dollar cost structure putting together wide bodies?


I think-- it wouldn't change the nature of their business, and it wouldn't introduce another competitor. But it would changewhere they produce-- or have the capacity to produce something, so it ultimately gets down to a dollar based production site.If they end up winning this thing, believe me, that site will be preoccupied with modifying freighters made in France for a longtime. So I'm not sure they'd immediately convert that into something else. So it's more of a geographic deployment. They'veannounced similar things in China, U.S. They've got lots of dispersed production in Europe, it would not be an uncomplicatedsupply chain for them to manage by the way, as you look at from managing manufacturing operations, it will be tough.


Okay, just one follow-on, if I may. I think everybody else did. When you look at your suppliers, everything from raw materialdown to your tier 1 and tier 2 on the legacy programs, how is the supply chain doing?


On the legacy programs, it's doing fine. Not that it doesn't labor from time to time. I think the team, quite frankly, is doing anexcellent job on the legacy programs. We go through periods where certain raw materials are scarce. Other periods wherequality problems are found. But I would categorize them as being well managed, and less difficult than you probably imagine.Most of our supply chain issues have been centered around the 787 development, and those are well chronicled. So I'm nottrying to paint a picture that we're not managing it every day. We are. But we have had no major disruptions in our production,and with our fingers crossed we think we can keep that record going.


thank you.

Operator

The next question comes from Rob Spingarn, of Credit Suisse.

Rob Spingarn - Credit Suisse - Analyst

Jim, you've already noted earlier in the call, the prevailing weakness in the broad economy, and Boeing's very impressive backloghere. And you've said many times, and you alluded to this earlier, that you resisted temptation to over ramp at BCA. So withthat said, what kind of backlog erosion could Boeing tolerate before 2009 and, let's say, 2010 production plans would beimpacted?







Well, let me answer your question by way of citing another stressful time, and that would be the recession 2000, closely followedby 9/11. I think when you look what happened there, roughly 6% or 7% of our orders ended up being canceled. That was a verytough situation. There were a number of reschedules, push-outs, and a number, that the majority didn't change, but we managedto work through, with our customers who were facing difficult head winds to say the least at that time, and a lot of those orderswere in U.S. based carriers then.

And as you heard me earlier describe, that's in contrast with where we are today, where the vast majority of our orders, 80%plus, are with international carriers backed by XM financing. So we're in a stronger backlog position today if you use-- and allyou can do, all you can use is data here, because you can't predict the future. So if you had exactly the same situation happento you as happened to you in 2001, same kind of pressures, although differently constructed, you could end up with somethinglike that, and I think the given that we have constraints on most of our product lines right now, we can't get people airplanesright now, and as you say, we're sort of bias to be cautious on the rate increases, even though we are increasing, but you addthat all up, we've shown an ability to manage in the past, when we've gotten whacked. We're in a pretty conservative positiongoing in, in the sense we have more orders than we have production, and so, could there be some impact? Yes. Would it be amajor thing? Probably not.


I want to make sure I understand you, because I think you just said if you had a 6% to 7% cancellation deferral environment,we'd see a similar trend that we saw following 9/11. Is that what you said?


No, I'm just saying -- no, because there were other factors that impacted our financial performance. I was only dealing with thequestion of volume, and I was simply pointing out, that at that time, we had more than 6% deferrals, okay, 6% cancellations iswhat I said.


Okay.


And we tend to assume that kind of cancellation rate as we put together our business plans and our financial promises.


Okay, because people are going to look to the ramp down from the '01 production rate of over 500, to the 240 or so two yearslater, and I want to clarify that that's not what you're talking about.


You're right, that's not what I'm trying to portray. I can see why I confused you. What I'm trying to say is that 6% orders lost,were in a much more-- and a lot of that ramp down was as a result of push-outs, but we're in a much stronger position todayin that, we're insulated from economic conditions with most of our orders outside the United States, XM backed financing, soyou'd see a lot less deferrals, in my opinion, this time around.







Also, do you think given the diversification of the backlog and the strength of it, six plus years of production, that if there werecancellations or deferrals, other customers would be more willing to slip forward?


In the couple of instances that we've had during this year, that's exactly what's happened.


Okay, thank you very much.

Diana Sands - The Boeing Company - VP of IR

Operator we are going to move on to the media questions please.

Operator

That completes the analyst question-and-answer session. (OPERATOR INSTRUCTIONS). I will now return you to The BoeingCompany for introductory remarks by Mr. Tom Downey, Senior Vice President of Communications. Mr. Downy, please go ahead.

Tom Downey - The Boeing Company - SVP Communications

Thank you. We will continue with the questions for Jim and James. If you have any questions after the session ends, please callour media relations team at 312-544-2002. Operator, we're ready for the first question, and in the interest of time, we ask thatyou limit everyone to just one question, please.

Operator

Lynn Lunsford, Wall Street Journal.

Lynn Lunsford - Wall Street Journal - Media

Good morning.


Good morning, Lynn.


This has to do a little bit more with the deliveries on 787 in the out years. Some of the customers who have airplanes that areway at the end of the delivery line here, are kind of expressing a little bit of concern that the delays will kind of cascade down






through the chain. Do you have any sense yet, of how far down the airplanes may be delayed by the slower ramp-up? Is therea scenario that all 900 of them could be delivered later than people had thought?


Lynn this is Jim-- we don't believe the slide will impact all 900. Having said that, we're still working through exactly what theimpact will be. As you know, I think we've told you what's going to happen in '09, and that the ramp will be slower after that,and full-rate production in 2012. But we're seeing if that can be pulled in. We don't know. We're seeing what we can do to rampup beyond that, after that, which would-- both of those could significantly improve the situation. And when we have thoughtthrough that, we'll be able to be more precise with everybody. But we don't see a scenario where all 900 would be deliveredlate.


Do you have any kind of sense of how long it would take to sort of reach the-- reach a point where you can say, okay, here'swhat it looks like?


I think it will take at least the balance of this year to get to that level of precision, particularly answering the question beyond2012-- it's going to take some time, Lynn. I don't want to tell that you we're going to know any time soon.


Thank you.


Yep.

Operator

The next question comes from Hal Weitzman of Financial Times.

Hal Weitzman - Financial Times - Media

Hello. Good morning. You said earlier, Jim, that EADS, if they were to end up winning the tanker contract, would face a complicatedsupply chain. And I just wondered given your own experiences with the 787, what have you learned in terms of supply chainissues?


Well, we've learned a lot, and have the scars to prove it, I guess would be my summary on the 87. I think having real time visibilityof your partner's inventory, as well as their whip as they're assembling things, so a global understanding of how things arecoming together down to-- all the way down to tier 3 and 4, would would have helped us a lot. So IT visibility, like we had onthe engineering side, and so there's some learning there for us. We're already doing it differently, and whether Airbus chooses






to learn from that or not, is something that-- but nonetheless, they will be confronted with similar challenges, and I think theyknow it will not be easy.

Hal Weitzman - Financial Times - Media

So does that mean next time around you're going to do things differently?


No, I think our strategy will be the same. We believe that global leverage is important, both from a cost and risk mitigationstandpoint, but we might draw some lines in different places. Now that we understand our own capabilities better, understandthe capability of our partners, I think we've all learned, and I think it will be more of an adjustment to the strategy than changein strategy.

Operator

The next question comes from Dominic Gates of Seattle Times.

Dominic Gates - Seattle Times - Media

Hello, Jim and James.


Hello, Dominic.


I just wanted to clarify something Heidi Wood had asked about. She characterized a change to the 747-8 program, that thechange to the wing was effectively a new wing, and put a price tag on it of-- total price tag I think of 747-8 development ofsomewhere between $3 billion and $4 billion. So is the characterization of more or less a whole new wing accurate, and whatabout that price tag?


Dominic, I couldn't hear you clearly. I think the-- you're asking about wing and its impact on development costs for the dash 8.


Yes.


The wing was an issue we had to wrestle through-- there was some redesign that had to happen there. Took us longer than wethought, but I I think we're largely through it, we feel comfortable with it, and it did explain a lot of the nonrecurring pressurethat we had particularly last year.







And does it-- is that increasing the cost to about the level Heidi cited of #3 billion to $4 billion?


Yes, I don't think we talk about that publicly, it obviously cost more than we thought it was going in, but we remain verycomfortable that this will be a profitable program, and the business case remains strong.


Thank you.


Thank you, Dominic.

Operator

(OPERATOR INSTRUCTIONS). And our next question comes from Mike Meacham of Aviation Week.

Mike Meacham - Aviation Week - Media

Hello. Couple weeks ago-- (inaudible) talked about some weight issues on the 787, extending out into the dash ten, which Iknow isn't a particular program yet, but there's implications there as to how you might set the company up to compete withthe A350, the larger A350s that would creep into your 777 programs, as competitors. Is there any thinking about a developmenteffort on 777, to position against the A350, or are you confident with what you've got, particularly with the 300ER?


That's a good question. Obviously, the A350, the A350-1000, if as it comes together, as Airbus has characterized it will in termsof performance, would put some pressure in terms of our longer range 777 fleet. And we would have to answer the questionwhat we would do about it. So it's very much of a live issue.

I think the driver is, what will the real performance of the A350-1000 be, and since that probably won't be introduced until16-ish, I'm guessing hear, but I think that's right. It's introduced after the 800 and 900, we have plenty of time to make thedecision on what kind of modification might be needed if the performance does threaten the long range part of our 777 fleet.But we, given the order rates that we continue to have on 777s, I don't think the marketplace is overly worried about it yet, butit will be an issue we have to address.


You're doing so well on the 737s. It's possible you might address this issue before you address an issue on replacing 737?







Yes, it's possible. It's also possible there could be some overlap as we address both, but we're asking the questions independently,obviously, because they're two very different market segments. But yes, you could paint a scenario where some work on the777 would be done before the majority of the work on the next generation 37, but we don't know that yet, either.


Okay, thank you.


You're welcome.


Operator we have time for one more question.

Operator

The last question comes from Susanna Ray, of Bloomberg. Your line is open, ma'am. Please check your mute button.

Susanna Ray - Bloomberg - Media

I'm sorry about that. Can you hear me now?


Yes, we can hear you.


Sorry. You messaged company-wide productivity gains in your release. I'm just wondering if you could give some examples.And then also, since your planes' deliveries look like they'll be flat next year if you strip out the 787s, I'm wondering if that meansyou've already achieved all those productivity gains that helped you boost deliveries last quarter?


The productivity gains are pretty much across the board in our production programs. If you looked at both on IDS and onCommercial Airplanes, you look at the 737, the 777, you look at the F-18, the F-15, C-17, you would see, good year-over-yearproductivity on all of our major product lines. It is an article of faith each year, that we will make progress there. So I think it'san across the board story, and your other question, I couldn't quite hear you.







I just was wondering, it looks like your commercial plane deliveries will be flat next year if you strip out the 787s. I'm wonderingif that means you've already achieved all of the productivity gains because you boosted deliveries last quarter.


Absolutely not. I think the example I would cite there is our largest facility, our Everett facility, James mentioned it earlier, thereare productivity efforts that are just gaining maturity up there on the 777 in particular, and on the 747 that will produce significantproductivity for us, even at rate, and there's still productivity improvements year-over-year planned for Renton as well. So likeI say, it's an article of faith. We never get there.


Okay, thank you.


That concludes our earnings call. Again, for members of the media, if you have further questions, please call our media relationsteam at 312-544-2002. Thank you.

D I S C L A I M E R

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Cover PageCorporate ParticipantsDiana Sands (2 Turns)Jim McNerney (40 Turns)James Bell (24 Turns)Tom Downey (3 Turns)

Conference Call ParticipantsSteve Binder (5 Turns)Troy Lahr (3 Turns)Cai Von Rumohr (3 Turns)Joe Campbell (7 Turns)George Shapiro (5 Turns)Doug Harned (4 Turns)David Strauss (3 Turns)Heidi Wood (7 Turns)Joe Nadol (4 Turns)Howard Rubel (3 Turns)Ron Epstein (4 Turns)Rob Spingarn (6 Turns)Lynn Lunsford (4 Turns)Hal Weitzman (2 Turns)Dominic Gates (5 Turns)Mike Meacham (3 Turns)Susanna Ray (4 Turns)

PRESENTATION1. Operator2. Diana Sands3. Jim McNerney4. James Bell5. Jim McNerney

QUESTIONS AND ANSWERS1. Operator2. Steve Binder3. James Bell4. Steve Binder5. James Bell6. Steve Binder7. James Bell8. Steve Binder9. James Bell10. Steve Binder11. Operator12. Troy Lahr13. Jim McNerney14. Troy Lahr15. Jim McNerney16. Troy Lahr17. Operator18. Cai Von Rumohr19. James Bell20. Cai Von Rumohr21. James Bell22. Cai Von Rumohr23. Operator24. Joe Campbell25. James Bell26. Joe Campbell27. James Bell28. Joe Campbell29. James Bell30. Joe Campbell31. James Bell32. Joe Campbell33. James Bell34. Joe Campbell35. James Bell36. Joe Campbell37. Operator38. George Shapiro39. James Bell40. George Shapiro41. James Bell42. George Shapiro43. James Bell44. George Shapiro45. Jim McNerney46. George Shapiro47. Operator48. Doug Harned49. James Bell50. Doug Harned51. James Bell52. Doug Harned53. James Bell54. Doug Harned55. Operator56. David Strauss57. Jim McNerney58. David Strauss59. Jim McNerney60. David Strauss61. Jim McNerney62. Operator63. Heidi Wood64. James Bell65. Heidi Wood66. James Bell67. Heidi Wood68. James Bell69. Heidi Wood70. James Bell71. Heidi Wood72. Jim McNerney73. Heidi Wood74. Jim McNerney75. Heidi Wood76. Operator77. Joe Nadol78. Jim McNerney79. Joe Nadol80. Jim McNerney81. Joe Nadol82. Jim McNerney83. Joe Nadol84. Jim McNerney85. Operator86. Howard Rubel87. Jim McNerney88. Howard Rubel89. Jim McNerney90. Howard Rubel91. Operator92. Ron Epstein93. James Bell94. Ron Epstein95. Jim McNerney96. Ron Epstein97. Jim McNerney98. Ron Epstein99. Operator100. Rob Spingarn101. Jim McNerney102. Rob Spingarn103. Jim McNerney104. Rob Spingarn105. Jim McNerney106. Rob Spingarn107. Jim McNerney108. Rob Spingarn109. Jim McNerney110. Rob Spingarn111. Diana Sands112. Operator113. Tom Downey114. Operator115. Lynn Lunsford116. Jim McNerney117. Lynn Lunsford118. Jim McNerney119. Lynn Lunsford120. Jim McNerney121. Lynn Lunsford122. Jim McNerney123. Operator124. Hal Weitzman125. Jim McNerney126. Hal Weitzman127. Jim McNerney128. Operator129. Dominic Gates130. Jim McNerney131. Dominic Gates132. Jim McNerney133. Dominic Gates134. Jim McNerney135. Dominic Gates136. Jim McNerney137. Dominic Gates138. Jim McNerney139. Operator140. Mike Meacham141. Jim McNerney142. Mike Meacham143. Jim McNerney144. Mike Meacham145. Jim McNerney146. Tom Downey147. Operator148. Susanna Ray149. Jim McNerney150. Susanna Ray151. Jim McNerney152. Susanna Ray153. Jim McNerney154. Susanna Ray155. Tom Downey

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