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BOEING COMPANY - Half-yearly Report

Boeing Reports Second-Quarter Results and Raises 2014 EPS Guidance

-- Revenue of $22 billion reflects higher commercial deliveries

-- Core EPS (non-GAAP)* increased 45 percent to $2.42; GAAP EPS of $2.24

-- Solid operating cash flow of $1.8 billion; strong liquidity of $11.3 billion in
   cash & marketable securities

-- Backlog remains strong at $440 billion with over 5,200 commercial airplane
   orders

-- Repurchased 11.4 million shares for $1.5 billion

-- 2014 core EPS guidance increased $0.75 to between $7.90 and $8.10

CHICAGO, July 23, 2014 --

Table 1. Summary
Financial Results                 Second Quarter                 First Half
 (Dollars in Millions,             2014       2013    Change   2014      2013     Change
  except per share data)

Revenues                        $22,045   $21,815     1%     $42,510   $40,708       4%

Non-GAAP*
Core Operating Earnings          $1,991    $2,028   (2)%      $4,086    $3,895       5%
Core Operating Margin              9.0%      9.3%  (0.3) Pts    9.6%      9.6%      0.0 Pts
Core Earnings Per Share           $2.42     $1.67    45%       $4.16     $3.40      22%
Operating Cash Flow Before
 Pension Contributions           $1,809    $3,480  (48)%      $2,921    $4,004    (27)%

GAAP
Earnings From Operations         $1,787    $1,716     4%      $3,329    $3,244       3%
Operating Margin                   8.1%      7.9%    0.2 Pts    7.8%      8.0%    (0.2) Pts
Net Earnings                     $1,653    $1,088    52%      $2,618    $2,194      19%
Earnings Per Share                $2.24     $1.41    59%       $3.50     $2.85      23%
Operating Cash Flow              $1,809    $3,467   (48)%     $2,921    $3,991    (27)%

* 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 second-quarter core earnings per share
(non-GAAP) of $2.42, reflecting strong performance and favorable tax items
(Table 1). Second-quarter 2014 results included a $272 million after-tax charge
($0.37 per share) on the KC-46A Tanker program reflecting the cost of
additional engineering and systems installation work required to complete the
Engineering and Manufacturing Development contract. Favorable tax items include
the previously announced tax benefit of $116 million for the 2007-2008 tax
settlement, as well as an additional tax benefit of $408 million in the second
quarter.

Core earnings per share guidance for 2014 increased to between $7.90 and $8.10,
from $7.15 to $7.35, reflecting the $408 million tax benefits, strong operating
performance and the KC-46A Tanker charge. GAAP earnings per share guidance for
2014 increased to between $6.85 and $7.05.

"Strong operating performance across our production programs and services
businesses drove revenue and earnings-per-share growth and healthy operating
cash flow, which supported $1.5 billion in additional share repurchases in the
quarter," said Boeing Chairman and Chief Executive Officer Jim McNerney. "We
delivered our first 787-9 and our 8,000th 737, successfully completed a key
missile defense intercept test, and delivered our 100th EA-18G Growler to the
U.S. Navy."

"While challenges resolving engineering and systems installation issues on our
tanker test aircraft are resulting in higher spending to maintain schedule, the
issues are well understood and we remain on path to begin flight testing fully
provisioned tankers the first part of next year," McNerney said.

"With 783 new commercial airplane orders to date this year and significant
contracts in the quarter for military aircraft and satellites, our backlog
remains large and diverse. Overall, our strong first-half financial
performance, sustained focus on growth and productivity, and positive market
outlook support our increased earnings guidance for the year," he said.

Table 2. Cash Flow                                    Second Quarter       First Half

(Millions)                                             2014    2013        2014    2013

Operating Cash Flow Before
 Pension Contributions*                              $1,809  $3,480      $2,921  $4,004

Pension Contributions                                          ($13)               ($13)

Operating Cash Flow                                  $1,809  $3,467      $2,921  $3,991

    Less Additions to Property, Plant & Equipment     ($449)  ($455)      ($946)  ($976)

Free Cash Flow*                                      $1,360  $3,012      $1,975  $3,015


Operating cash flow in the quarter was $1.8 billion, reflecting commercial
airplane production rates, strong operating performance and timing of receipts
and expenditures (Table 2). During the quarter, the company repurchased 11.4
million shares for $1.5 billion, leaving $6.8 billion remaining under the
current repurchase authorization expected to be completed over approximately
the next two years. The company also paid $0.5 billion in dividends in the
quarter, reflecting an approximately 50 percent increase in dividends per share
compared to the same period of the prior year.

Table 3. Cash, Marketable Securities and Debt Balances      Quarter-End
 (Billions)                                                  Q2 14  Q1 14

Cash                                                         $7.5   $6.9
Marketable Securities (1)                                    $3.8   $5.3
  Total                                                     $11.3  $12.2
Debt Balances:
The Boeing Company, net of intercompany loans to BCC         $6.4   $6.3
Boeing Capital, including intercompany loans                 $2.5   $2.6
  Total Consolidated Debt                                    $8.9   $8.9

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


Cash and investments in marketable securities totaled $11.3 billion at
quarter-end (Table 3), down from $12.2 billion at the beginning of the quarter,
primarily due to the share repurchases. Debt was $8.9 billion, unchanged from
the beginning of the quarter.

Total company backlog of $440 billion was unchanged from the beginning of the
quarter, and included net orders for the quarter of $23 billion.

Segment Results
Commercial Airplanes

Table 4. Commercial Airplanes
                                           Second Quarter                  First Half
 (Dollars in Millions)                      2014     2013   Change        2014     2013   Change
Commercial Airplanes Deliveries             181      169     7%           342      306    12%

Revenues                                $14,304  $13,624     5%       $27,041  $24,314    11%
Earnings from Operations                 $1,550   $1,453     7%        $3,052   $2,672    14%
Operating Margin                          10.8%    10.7%    0.1 Pts     11.3%    11.0%    0.3 Pts



Commercial Airplanes second-quarter revenue increased 5 percent to $14.3
billion on higher deliveries. Second-quarter operating margin was 10.8 percent,
reflecting the delivery volume and strong performance offset by the $238
million pre-tax charge on the KC-46A Tanker program (Table 4). During the
quarter, Commercial Airplanes delivered the first 787-9 Dreamliner and the 787
program received 330-minute ETOPS certification. In July, Emirates Airline and
Qatar Airways finalized orders totaling 200 777X airplanes and Monarch Airlines
announced a commitment to purchase 30 737 MAX airplanes.

Commercial Airplanes booked 264 net orders during the quarter. Backlog remains
strong with over 5,200 airplanes valued at a record $377 billion.

Defense, Space & Security


Table 5. Defense, Space & Security    Second Quarter                 First Half
 (Dollars in Millions)                  2014    2013    Change       2014     2013     Change
Revenues (1)
    Boeing Military Aircraft         $3,523  $3,641     (3)%      $6,981   $7,621     (8)%
    Network & Space Systems          $1,920  $2,049     (6)%      $3,796   $4,009     (5)%
    Global Services & Support        $2,304  $2,496     (8)%      $4,603   $4,666     (1)%
Total BDS Revenues                   $7,747  $8,186     (5)%     $15,380  $16,296     (6)%
Earnings from Operations(1)
    Boeing Military Aircraft           $165    $386    (57)%        $497     $813    (39)%
    Network & Space Systems            $150    $137       9%        $318     $293       9%
    Global Services & Support          $267    $253       6%        $545     $502       9%
Total BDS Earnings from Operations     $582    $776    (25)%      $1,360   $1,608    (15)%

Operating Margin                       7.5%    9.5%    (2.0) Pts    8.8%     9.9%     (1.1) Pts

(1) During the first quarter of 2014, certain programs were realigned between
    Boeing Military Aircraft and Global Services & Support.

Defense, Space & Security's second-quarter revenue was $7.7 billion. Operating
margin was 7.5 percent, reflecting the $187 million pre-tax charge recorded at
BMA on the KC-46A Tanker program partially offset by strong operating
performance (Table 5).

Boeing Military Aircraft (BMA) second-quarter revenue was $3.5 billion,
reflecting fewer C-17 and P-8 deliveries partially offset by higher F-15
deliveries. Operating margin of 4.7 percent was impacted by the charge on the
KC-46A Tanker program. During the quarter, BMA was awarded a contract for 44 E/
A-18 and F/A-18 aircraft from the U.S. Navy.

Network & Space Systems (N&SS) second-quarter revenue was $1.9 billion,
reflecting lower commercial satellites volume, and operating margin increased
to 7.8 percent. During the quarter, N&SS completed a successful Missile Defense
System intercept in flight test.

Global Services & Support (GS&S) second-quarter revenue was $2.3 billion,
reflecting lower volume in maintenance, modifications and upgrades. Operating
margin increased to 11.6 percent reflecting strong performance. During the
quarter, GS&S was awarded a 5 year contract to provide support for Australia's
Airborne Early Warning & Control (AEW&C) aircraft.

Backlog at Defense, Space & Security was $63 billion, of which 36 percent
represents orders with international customers.

Additional Financial Information



Table 6. Additional Financial Information            Second Quarter     First Half
(Dollars in Millions)                                 2014    2013     2014    2013
Revenues
  Boeing Capital                                      $90     $104     $172    $209
  Other segment                                       $22      $27      $42     $54
  Unallocated items and eliminations                ($118)   ($126)   ($125)  ($165)
Earnings from Operations
  Boeing Capital                                      $33      $19      $77     $63
  Other segment income/(expense)                     ($48)    ($43)   ($110)  ($101)
Unallocated items and eliminations excluding
 unallocated pension/postretirement expense         ($126)   ($177)   ($293)  ($347)
Unallocated pension/postretirement expense          ($204)   ($312)   ($757)  ($651)
Other income, net                                     $11      $13      $20     $22
Interest and debt expense                            ($81)    ($96)   ($173)  ($195)
Effective tax rate                                    3.7%    33.4%    17.6%   28.6%

At quarter-end, Boeing Capital's net portfolio balance was $3.4 billion down
from $3.5 billion at the beginning of the quarter.

Unallocated items and eliminations totaled $126 million at quarter end, down
from $177 million in the same period of the prior year, primarily due to lower
deferred compensation expense. Total pension expense for the second quarter was
$693 million, down from $753 million in the same period of the prior year. The
company's effective income tax rate was 3.7 percent at quarter end, down from
33.4 percent in the same period of the prior year. The second quarter 2014
effective income tax rate included a $265 million benefit for a tax basis
adjustment, $143 million benefit for a 2009-2010 tax settlement and the
previously announced benefit of $116 million for the 2007-2008 tax settlement.

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*                                       $7.90 - 8.10
  GAAP Earnings Per Share                                      $6.85 - 7.05
Operating Cash Flow Before Pension Contributions*                  ~ $7
  Operating Cash Flow (1)                                        ~ $6.25

Commercial Airplanes
  Deliveries (2)                                                 715 - 725
  Revenue                                                      $57.5 - 59.5
  Operating Margin                                            greater than 10%

Defense, Space & Security (revised for business realignment)
  Revenue
    Boeing Military Aircraft                                     ~ $14.2
    Network & Space Systems                                      ~ $7.7
    Global Services & Support                                    ~ $8.6

  Total BDS Revenue                                              $30 - 31

  Operating Margin
    Boeing Military Aircraft                                      ~ 9.0%
    Network & Space Systems                                       ~ 8.5%
    Global Services & Support                                    ~ 11.0%

  Total BDS Operating Margin                                      ~ 9.5%

Boeing Capital
  Portfolio Size                                                  Lower
  Revenue                                                        ~ $0.3
  Pre-Tax Earnings                                              ~ $0.05

Research & Development                                           ~ $3.2
Capital Expenditures                                             ~ $2.5
Pension Expense (3)                                              ~ $3.2
Effective Tax Rate (4)                                            ~ 23%

(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 $1.3 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 core earnings per share guidance for 2014 increased to between $7.90
and $8.10, from $7.15 to $7.35, reflecting the $408 million tax benefits,
strong operating performance and the KC-46A Tanker charge. GAAP earnings per
share guidance for 2014 increased to between $6.85 and $7.05.

Commercial Airplanes operating margin guidance increased to greater than 10
percent on strong operating performance.

Defense, Space & Security operating margin guidance is unchanged at
approximately 9.5 percent. Boeing Military Aircraft operating margin guidance
is lowered to approximately 9 percent. Global Services & Support operating
margin guidance increased to approximately 11 percent reflecting strong
performance.

Boeing's effective tax rate is now expected to be approximately 23 percent in
2014, down from approximately 29 percent, to reflect the additional tax
benefits recorded in the second quarter and continues to assume 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.

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 budget and appropriation levels and
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)

                                                 Six months ended     Three months ended
                                                     June 30               June 30
(Dollars in millions, except per share data)      2014       2013       2014       2013
Sales of products                              $37,542    $35,556    $19,527    $19,238
Sales of services                                4,968      5,152      2,518      2,577
Total revenues                                  42,510     40,708     22,045     21,815

Cost of products                               (31,932)   (30,165)   (16,674)   (16,437)
Cost of services                                (3,999)    (4,004)    (1,979)    (1,995)
Boeing Capital interest expense                    (35)       (37)       (17)       (18)
Total costs and expenses                       (35,966)   (34,206)   (18,670)   (18,450)
                                                 6,544      6,502      3,375      3,365
Income from operating investments, net             120         88         61         43
General and administrative expense              (1,795)    (1,900)      (918)      (929)
Research and development expense, net           (1,542)    (1,468)      (733)      (763)
Gain on dispositions, net                            2          22         2
Earnings from operations                         3,329       3,244     1,787      1,716
Other income, net                                   20          22        11         13
Interest and debt expense                         (173)       (195)      (81)       (96)
Earnings before income taxes                     3,176       3,071     1,717      1,633
Income tax expense                                (558)       (878)      (64)      (546)
Net earnings from continuing operations          2,618       2,193     1,653      1,087
Net gain on disposal of discontinued
 operations, net of taxes of $0, $0, $0 and $0                   1                    1
Net earnings                                    $2,618      $2,194    $1,653     $1,088
Basic earnings per share from
 continuing operations                           $3.55       $2.88     $2.26      $1.43
Net gain on disposal of discontinued
 operations, net of taxes
Basic earnings per share                         $3.55       $2.88     $2.26      $1.43
Diluted earnings per share from
 continuing operations                           $3.50       $2.85     $2.24      $1.41
Net gain on disposal of discontinued
 operations, net of taxes
Diluted earnings per share                       $3.50       $2.85     $2.24      $1.41
Cash dividends paid per share                    $1.46       $0.97     $0.73     $0.485
Weighted average diluted shares (millions)       747.4       770.1     740.1      771.8




                             The Boeing Company and Subsidiaries
                         Consolidated Statements of Financial Position
                                         (Unaudited)

                                                                                June 30  December 31
(Dollars in millions, except per share data)                                      2014      2013
Assets
Cash and cash equivalents                                                        $7,533    $9,088
Short-term and other investments                                                  3,797     6,170
Accounts receivable, net                                                          7,694     6,546
Current portion of customer financing, net                                          237       344
Deferred income taxes                                                                15        14
Inventories, net of advances and progress billings                               46,251    42,912
    Total current assets                                                         65,527    65,074
Customer financing, net                                                           3,180     3,627
Property, plant and equipment, net of accumulated
 depreciation of $15,424 and $15,070                                             10,449    10,224
Goodwill                                                                          5,139     5,043
Acquired intangible assets, net                                                   3,004     3,052
Deferred income taxes                                                             2,664     2,939
Investments                                                                       1,196     1,204
Other assets, net of accumulated amortization of $420 and $448                    1,578     1,500
    Total assets                                                                $92,737   $92,663
Liabilities and equity
Accounts payable                                                                $11,060    $9,498
Accrued liabilities                                                              13,222    14,131
Advances and billings in excess of related costs                                 21,244    20,027
Deferred income taxes and income taxes payable                                    6,222     6,267
Short-term debt and current portion of long-term debt                             1,591     1,563
    Total current liabilities                                                    53,339    51,486
Accrued retiree health care                                                       6,506     6,528
Accrued pension plan liability, net                                               9,812    10,474
Non-current income taxes payable                                                    740       156
Other long-term liabilities                                                         864       950
Long-term debt                                                                    7,292     8,072
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                                                      4,524     4,415
  Treasury stock, at cost - 290,904,517 and 264,882,461 shares                  (21,381)  (17,671)
  Retained earnings                                                              34,516    32,964
  Accumulated other comprehensive loss                                           (8,659)   (9,894)
    Total shareholders' equity                                                   14,061    14,875
    Noncontrolling interests                                                        123       122
    Total equity                                                                 14,184    14,997
    Total liabilities and equity                                                $92,737   $92,663





                                   The Boeing Company and Subsidiaries
                                  Consolidated Statements of Cash Flows
                                             (Unaudited)

                                                                       Six months ended
                                                                            June 30
 (Dollars in millions)                                                    2014     2013
Cash flows - operating activities:
  Net earnings                                                         $2,618     $2,194
  Adjustments to reconcile net earnings to net cash provided by
   operating activities:
    Non-cash items -
      Share-based plans expense                                           101        107
      Depreciation and amortization                                       900        865
      Investment/asset impairment charges, net                             36         26
      Customer financing valuation benefit                                (26)        (5)
      Gain on disposal of discontinued operations                                     (1)
      Gain on dispositions, net                                            (2)       (22)
      Other charges and credits, net                                       87         31
      Excess tax benefits from share-based payment arrangements           (97)       (47)
    Changes in assets and liabilities -
      Accounts receivable                                              (1,286)      (550)
      Inventories, net of advances and progress billings               (3,402)    (2,614)
      Accounts payable                                                  1,783        848
      Accrued liabilities                                                (913)      (682)
      Advances and billings in excess of related costs                  1,217      1,472
      Income taxes receivable, payable and deferred                       394        608
      Other long-term liabilities                                         (88)       (60)
      Pension and other postretirement plans                            1,118      1,638
      Customer financing, net                                             466        188
      Other                                                                15         (5)
        Net cash provided by operating activities                       2,921      3,991
Cash flows - investing activities:
  Property, plant and equipment additions                                (946)      (976)
  Property, plant and equipment reductions                                 17         44
  Acquisitions, net of cash acquired                                     (163)       (26)
  Contributions to investments                                         (5,657)    (7,045)
  Proceeds from investments                                             8,030      4,632
        Net cash provided/(used) by investing activities                1,281     (3,371)
Cash flows - financing activities:
  New borrowings                                                           85        531
  Debt repayments                                                        (854)    (1,361)
  Payments to noncontrolling interests                                    (12)
  Repayments of distribution rights and other asset financing            (184)      (139)
  Stock options exercised, other                                          261        484
  Excess tax benefits from share-based payment arrangements                97         47
  Employee taxes on certain share-based payment arrangements              (88)       (57)
  Common shares repurchased                                            (3,998)    (1,000)
  Dividends paid                                                       (1,071)      (735)
        Net cash used by financing activities                          (5,764)    (2,230)
Effect of exchange rate changes on cash and cash equivalents                7        (37)
Net decrease in cash and cash equivalents                              (1,555)    (1,647)
Cash and cash equivalents at beginning of year                          9,088     10,341
Cash and cash equivalents at end of period                             $7,533     $8,694





The Boeing Company and Subsidiaries
Summary of Business Segment Data
(Unaudited)

                                                    Six months ended   Three months ended
                                                        June 30             June 30
(Dollars in millions)                                2014      2013     2014      2013
Revenues:
  Commercial Airplanes                            $27,041    $24,314  $14,304    $13,624
  Defense, Space & Security:
    Boeing Military Aircraft                        6,981      7,621    3,523      3,641
    Network & Space Systems                         3,796      4,009    1,920      2,049
    Global Services & Support                       4,603      4,666    2,304      2,496
  Total Defense, Space & Security                  15,380     16,296    7,747      8,186
  Boeing Capital                                      172        209       90        104
  Other segment                                        42         54       22         27
  Unallocated items and eliminations                 (125)      (165)    (118)      (126)
Total revenues                                    $42,510    $40,708  $22,045    $21,815
Earnings from operations:
  Commercial Airplanes                             $3,052     $2,672   $1,550     $1,453
  Defense, Space & Security:
    Boeing Military Aircraft                          497        813      165        386
    Network & Space Systems                           318        293      150        137
    Global Services & Support                         545        502      267        253
  Total Defense, Space & Security                   1,360      1,608      582        776
  Boeing Capital                                       77         63       33         19
  Other segment                                      (110)      (101)     (48)       (43)
  Unallocated items and eliminations               (1,050)      (998)    (330)      (489)
Earnings from operations                            3,329      3,244    1,787      1,716
Other income, net                                      20         22       11         13
Interest and debt expense                            (173)      (195)     (81)       (96)
Earnings before income taxes                        3,176      3,071    1,717      1,633
Income tax expense                                   (558)      (878)     (64)      (546)
Net earnings from continuing operations             2,618      2,193    1,653      1,087
Net gain on disposal of discontinued
 operations, net of taxes of $0, $0, $0 and $0          1                   1
Net earnings                                       $2,618     $2,194   $1,653     $1,088

Research and development expense, net:
  Commercial Airplanes                               $970       $865     $441       $446
  Defense, Space & Security                           577        579      297        307
  Other                                                (5)        24       (5)        10
Total research and development expense, net        $1,542     $1,468     $733       $763

Unallocated items and eliminations:
  Share-based plans                                  ($44)      ($53)    ($20)      ($22)
  Deferred compensation                               (19)      (102)     (26)       (46)
  Amortization of previously capitalized interest     (36)       (34)     (18)       (17)
  Eliminations and other                             (194)      (158)     (62)       (92)
  Sub-total (included in core operating earnings)    (293)      (347)    (126)      (177)
  Pension                                            (804)      (689)    (228)      (331)
  Postretirement                                       47         38       24         19
Total unallocated items and eliminations          ($1,050)     ($998)   ($330)     ($489)


                              The Boeing Company and Subsidiaries
                                 Operating and Financial Data
                                          (Unaudited)

Deliveries                                Six months ended         Three months ended
                                               June 30                   June 30
Commercial Airplanes                       2014        2013          2014      2013
  737                                       239         218           124       116
  747                                         6          12             2         6
  767                                         1          12             1         8
  777                                        48          47            24        23
  787                                        48          17 (1)        30        16 (1)
  Total                                     342         306           181       169
Note: Deliveries under operating lease are identified by parentheses.

Defense, Space & Security
Boeing Military Aircraft
  F/A-18 Models                              23          24            12        12
  F-15E Eagle                                 8           3             4
  C-17 Globemaster III                        5           6             2         3
  CH-47 Chinook                              32          17            15         8
  AH-64 Apache                               19          20             9         5
  P-8 Models                                  2           5             2         3

Global Services & Support
  AEW&C                                       2                         1

Network & Space Systems
  Commercial and Civil Satellites             2           1             2


Contractual backlog (Dollars in billions)     June 30   March 31    December 31
                                                 2014      2014          2013
Commercial Airplanes                           $376.3    $374.0        $373.0
Defense, Space & Security:
Boeing Military Aircraft                         23.8      23.2          23.6
Network & Space Systems                           9.6       9.4           9.8
Global Services & Support                        16.3      16.1          16.2
Total Defense, Space & Security                  49.7      48.7          49.6
Total contractual backlog                      $426.0    $422.7        $422.6
Unobligated backlog                             $14.3     $17.1         $18.3
Total backlog                                  $440.3    $439.8        $440.9
Workforce                                     169,300   169,000       168,400


                           The Boeing Company and Subsidiaries
                           Reconciliation of Non-GAAP Measures
          Core Operating Earnings, Core Operating Margin and Core Earnings Per Share
                                      (Unaudited)

          The tables provided below reconcile the non-GAAP financial measures core
          operating earnings, core operating margin and core earnings per share 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.


                                                  Second Quarter            First Half             Guidance
                                                  2014        2013        2014        2013           2014
Revenues                                        $22,045     $21,815     $42,510     $40,708

GAAP Earnings From Operations                    $1,787      $1,716      $3,329      $3,244
GAAP Operating Margin                               8.1%        7.9%        7.8%        8.0%

Unallocated Pension/Postretirement Expense         $204        $312        $757        $651         ~ $1,200
Core Operating Earnings (non-GAAP)               $1,991      $2,028      $4,086      $3,895
Core Operating Margin (non-GAAP)                    9.0%        9.3%        9.6%        9.6%

Increase/(Decrease) in GAAP Earnings
 From Operations                                      4%                      3%

GAAP Diluted Earnings Per Share                   $2.24       $1.41       $3.50       $2.85       $6.85 - $7.05

Unallocated Pension/Postretirement                $0.18       $0.26       $0.66       $0.55          $1.05
Expense (1)
Core Earnings Per Share (non-GAAP)                $2.42       $1.67       $4.16       $3.40       $7.90 - $8.10


Weighted Average Diluted Shares (millions)        740.1       771.8       747.4       770.1          ~ 740
Increase in GAAP Earnings Per Share                  59%                     23%
Increase in Core Earnings Per Share                  45%                     22%

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

SOURCE Boeing

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