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Wednesday, July 25, 2007

Boeing Reports Second-Quarter EPS of $1.35 and Raises 2007 Outlook

CHICAGO, July 25 /PRNewswire-FirstCall/ -- The Boeing Company's (NYSE: BA) second-quarter net earnings increased to $1.1 billion, or $1.35 per share, compared to a loss of $160 million, or ($0.21) per share, after charges totaling $1.18 per share a year ago (Table 1). Second-quarter revenues grew 14 percent to $17.0 billion and earnings from operations rose to $1.5 billion, yielding an 8.8 percent operating margin.

Boeing increased its 2007 guidance for revenue, earnings per share and cash flow based on strength in its core businesses and company-wide growth and productivity efforts. These efforts more than offset an increased research and development forecast. Boeing reaffirmed its 2008 outlook.

"Our results and increased outlook reflect strong markets, preferred products and services, and a focus on execution, growth and productivity," said Boeing Chairman, President, and Chief Executive Officer Jim McNerney. "Our extensive productivity gains enable us to invest to protect key growth programs while still improving our financial performance. In short, we are taking on our challenges directly as we continue to realize this company's potential."

This year's second-quarter results reflect strong performance across the commercial airplane and defense businesses. Last year's results included charges of $571 million, or $0.77 per share, for a legal settlement and $496 million, or $0.41 per share, related to the Airborne Early Warning & Control (AEW&C) program. Excluding only the legal settlement, adjusted EPS* grew 141 percent, from $0.56 per share to $1.35 per share.

Second-quarter operating cash flow grew 49 percent to $3.6 billion, reflecting higher net earnings, aircraft financing prepayments and working capital management. Free cash flow* grew 53 percent to $3.2 billion after capital expenditures (Table 2).


    Table 2.  Cash Flow
                                             2nd Quarter       Six Months
    (Millions)                              2007     2006     2007     2006

    Operating Cash Flow (1)                $3,634   $2,443   $4,362   $4,498
      Less Additions to Property, Plant
       & Equipment                          ($414)   ($333)   ($865)   ($745)
    Free Cash Flow*                        $3,220   $2,110   $3,497   $3,753

    (1) Operating cash flow includes a $523 contribution to pension plans in
        first half of 2007 and $506 in first half 2006.

For the first half of the year, revenues increased 11 percent to $32.4 billion. Earnings increased to $2.48 per share, a $1.79 per share increase over 2006 which included charges for the legal settlement and for AEW&C. Total company backlog at quarter-end reached a record $279 billion, up 27 percent in the last twelve months due to continued strength in commercial airplane orders and additional defense orders.

Cash and investments in marketable securities totaled $10.5 billion at June 30, up 30 percent from $8.1 billion at the end of the first quarter (Table 3). The company increased its share repurchases, spending $620 million for 6.5 million shares during the quarter, leaving $1.4 billion remaining under the current repurchase authorization. Consolidated debt was stable during the quarter.


    Table 3.  Cash, Marketable Securities and Debt Balances
                                                             Quarter-End
    (Billions)                                         2Q07              1Q07
    Cash                                               $7.1              $4.8
    Marketable Securities (1)                          $3.4              $3.3
       Total                                          $10.5              $8.1

    Debt Balances:
    The Boeing Company                                 $3.9              $3.9
    Boeing Capital Corporation                         $4.8              $4.8
       Total Consolidated Debt                         $8.7              $8.7

    (1) Marketable securities consists primarily of investments in
        high-quality fixed-income and asset-backed securities classified as
        "short-term investments" and "investments."


    Segment Results
    Commercial Airplanes

Boeing Commercial Airplanes (BCA) second-quarter revenues increased 22 percent to $8.7 billion, on an 18 percent increase in deliveries to 114 airplanes as well as higher commercial aviation services revenue (Table 4). Operating earnings grew 34 percent to $960 million and operating margins expanded to 11.0 percent. Margins in the latest quarter reflect higher operating leverage and productivity improvements offset by planned R&D spending that was $243 million higher than in the second quarter of 2006. R&D spending in the second quarter was slightly lower than in the first quarter.

While R&D spending is still expected to be lower in the second half of this year than in the first six months, the decline will be less rapid than previously anticipated in order to meet commitments primarily on the 787 program. As a result, Boeing increased its R&D guidance for 2007. BCA expects its growth and productivity gains will more than offset the higher R&D forecast.


    Table 4. Commercial Airplanes Operating Results

    (Millions, except
     deliveries & margin      2nd Quarter      %       Six Months         %
     percent)                2007    2006    Change   2007     2006     Change

    Commercial Airplanes
     Deliveries               114      97      18%      220      195      13%

    Revenues               $8,707  $7,113      22%  $16,262  $14,166      15%
    Earnings from
     Operations              $960    $719      34%   $1,666   $1,422      17%

    Operating Margins       11.0%   10.1%  0.9 Pts    10.2%    10.0%  0.2 Pts

For the first half of the year, BCA revenues rose 15 percent to $16.3 billion on a 13 percent increase in airplane deliveries. Operating earnings grew 17 percent to $1.7 billion and margins expanded to 10.2 percent, driven by higher airplane deliveries and higher aircraft modification services and spares sales.

BCA booked 360 gross orders during the quarter and 549 in the first half. Its contractual backlog rose to a record $208 billion, increasing 47 percent in the last year to more than seven times BCA's 2006 revenues.

Recent important milestones for the 787 Dreamliner program include rollout of the first airplane and certification of the Dreamlifter aircraft. The program has won 683 firm orders to date from 47 customers. The program is performing the production, testing and integration activities that will lead to its first flight, which is targeted to occur by the end of September. Boeing continues to address and manage pressures with respect to supplier performance, schedule and weight. While the risks inherent in the latter stages of major airplane development programs remain, Boeing continues to expect on-time delivery of the 787 in May 2008, in accordance with its contractual obligations.

Integrated Defense Systems

Boeing Integrated Defense Systems (IDS) revenues rose 3 percent to $8.0 billion on higher aircraft deliveries and higher volume in support services, more than offsetting the loss of reported revenue from last year's formation of the United Launch Alliance (ULA) joint venture. Operating earnings grew to $854 million and operating margin expanded to 10.7 percent.

For the first half of the year, revenues increased 5 percent to $15.7 billion generating higher operating earnings of $1.6 billion and expanding operating margins to 10.4 percent. IDS results reflect higher volume across all segments combined with productivity improvements, partially offset by the ULA revenue exclusion.


    Table 5.  Integrated Defense Systems Operating Results

    (Millions, except         2nd Quarter       %      Six Months         %
     margin percent)         2007    2006     Change  2007     2006     Change

    Revenues
       Precision
        Engagement &
        Mobility Systems   $3,422  $3,344       2%   $6,703   $6,435       4%
       Network & Space
        Systems            $2,943  $2,937       0%   $5,799   $5,682       2%
       Support Systems     $1,616  $1,493       8%   $3,200   $2,843      13%
    Total IDS Revenues     $7,981  $7,774       3%  $15,702  $14,960       5%

    Earnings (Loss) from
     Operations
       Precision
        Engagement &
        Mobility Systems     $406    ($15)(1)  N.M.    $828     $453(1)   83%
       Network & Space
        Systems              $256    $108     137%     $418     $259      61%
       Support Systems       $192    $216     (11%)    $392     $414      (5%)
    Total IDS Earnings
     from Operations         $854    $309     176%   $1,638   $1,126      45%

    Operating Margins       10.7%    4.0%  6.7 Pts    10.4%     7.5%  2.9 Pts

    (1) A charge of $496 in 2Q06 due to increased costs on AEW&C reduced IDS
        margins by 6.4 points in the quarter and 3.3 points for the first six
        months, and reduced PE&MS margins by 14.8 points in the quarter and
        7.7 points for the first six months.

Precision Engagement & Mobility Systems revenues grew 2 percent to $3.4 billion on higher deliveries from the F-15 and Chinook programs, partially offset by lower Apache revenues. Operating margin of 11.9 percent was driven by higher earnings on tactical aircraft and rotorcraft programs, partially offset by lower earnings on international tanker. Margins in last year's second quarter were affected by the AEW&C charge.

Network & Space Systems achieved significant milestones on development programs such as Future Combat Systems and Wideband Global SATCOM. Second-quarter revenues were $2.9 billion despite the loss of reported revenue from ULA. In the quarter, a commercial Delta launch and proprietary volume offset this reduction. Operating margin grew to 8.7 percent in the quarter reflecting strong performance across the segment's portfolio of programs.

Support Systems generated strong growth and profitability on its broad business base during the quarter. Revenues increased 8 percent to $1.6 billion and operating margin was 11.9 percent. The higher revenues reflect increased volume on integrated logistics programs and international support programs, while the margins were affected by a less favorable contract mix.

IDS' backlog at quarter-end was $70.5 billion as progress continued on large multi-year contracts.

Boeing Capital Corporation

Boeing Capital Corporation's (BCC) portfolio balance at the end of the second quarter was $7.0 billion, down $0.9 billion from the end of the first quarter of 2007 and down 18% from $8.5 billion a year ago on normal run-off, prepayments, asset sales and depreciation. Revenues declined consistent with portfolio reductions and the absence of asset sales from the year-ago period (Table 6). BCC increased pre-tax earnings 13 percent to $70 million on lower asset impairments and lower provisions for losses on receivables. BCC's debt-to-equity ratio remained steady at 5.0-to-1.


    Table 6.  Boeing Capital Corporation Operating Results

                                        2nd Quarter   %    Six Months     %
    (Millions)                          2007   2006 Change 2007  2006   Change

    Revenues                            $209   $243  (14%)  $422  $480   (12%)

    Pre-Tax Income                       $70    $62   13%   $143  $132     8%

Additional Information

The "Other" segment consists primarily of Boeing Engineering, Operations and Technology and the Connexion business (which was closed at the end of 2006), as well as certain results related to the consolidation of all business units. Other segment expense was $30 million in the second quarter, a significant improvement from $90 million of expense in the same period last year which included Connexion.

Unallocated share-based-plans expense was $133 million, down from $248 million in the same period of 2006 due to changes in the company's long-term compensation plans implemented last year, despite higher stock price appreciation. Pension expense for the quarter was $251 million, of which $141 million was recorded in unallocated expense, and the balance was recorded as expense at BCA and IDS. Boeing's pension plans are fully funded on a projected benefit obligation basis, and there were no significant cash contributions made during the quarter.

Outlook

The company's financial guidance summarized in Table 7 reflects strong performance from core businesses, higher commercial airplane deliveries, and company-wide productivity gains. Guidance is increased for 2007 revenue, earnings per share, cash flow, and R&D. Guidance for 2008 is reaffirmed.

Boeing's 2007 revenue guidance is now approximately $65 billion, up from $64.5 billion to $65 billion, and 2008 revenue guidance is reaffirmed at $71 billion to $72 billion. Earnings-per-share guidance for 2007 is now $4.80 to $4.95 per share, up from $4.55 to $4.75 per share. Guidance for 2008 EPS is reaffirmed at $5.55 per share to $5.75 per share. Operating cash flow for 2007 is now expected to be greater than $6 billion versus prior guidance of greater than $4 billion, and cash flow guidance for 2008 is reaffirmed at greater than $7 billion.

Commercial Airplanes expects to deliver between 440 and 445 airplanes this year, and is sold out. BCA revenue guidance for 2007 has been increased to approximately $33 billion, from a range of $32.5 billion to $33 billion, and operating margin guidance is increased to approximately 10.5 percent from greater than 10 percent. Airplane deliveries in 2008 are expected to be between 515 and 520 and are essentially sold out. Commercial Airplanes' 2008 revenue is expected to grow to between $39 billion and $40 billion, accompanied by margin expansion to approximately 11 percent. The company expects to deliver more airplanes in 2009 than in 2008.

IDS guidance for 2007 and 2008 is unchanged. Revenue this year is expected to be approximately $31 billion, and operating margins are expected to expand to approximately 11 percent. For 2008, IDS expects revenues to grow to between $32 billion and $33 billion, with operating margins of approximately 11 percent.

Boeing's research and development forecast for 2007 has been increased to approximately $3.7 billion from between $3.2 billion and $3.4 billion. This increase is due to higher spending than previously forecasted to maintain schedule on the 787 development program. While R&D spending in 2008 is expected to decline to between $2.8 billion and $3.0 billion, certain development program challenges could push spending above that range. Annual capital expenditures are expected to be approximately $1.6 billion in 2007 and in 2008.

The company's non-cash pension expense is expected to be approximately $1.1 billion for 2007 and approximately $0.9 billion for 2008. The company expects pension expense to continue to decline after the guidance period with 2009 pension expense likely to be approximately half of the 2008 level. Discretionary funding of Boeing's pension plans is expected to be approximately $500 million per year in 2007 and 2008. The company has already contributed approximately $500 million this year but will continue to evaluate making additional discretionary contributions to its pension plans.


    Table 7.  Financial Outlook

    (Billions, except per share data)    2007              2008

    The Boeing Company
      Revenues                           ~ $65           $71 - $72
      Earnings Per Share (GAAP)      $4.80 -$4.95       $5.55 - $5.75
      Operating Cash Flow (1)            > $6              > $7

    Boeing Commercial Airplanes
      Deliveries                        440 - 445         515 - 520
      Revenues                           ~ $33            $39 - $40
      Operating Margin                  ~ 10.5 %           ~ 11 %

    Integrated Defense Systems
      Revenues
        Precision Engagement &
         Mobility Systems              ~ $13.5             Steady
        Network & Space Systems        ~ $11.0        Moderate Growth
        Support Systems                 ~ $6.5        Moderate Growth
      Total IDS Revenues                 ~ $31           $32 - $33

      Operating Margin
        Precision Engagement &
         Mobility Systems              ~ 12.5 %       Low Double Digit
        Network & Space Systems           ~ 8 %      High Single Digit
        Support Systems                  ~ 13 %       Low Double Digit
      Total IDS Operating Margin         ~ 11 %            ~ 11 %

    Boeing Capital Corporation
      Portfolio Size                     Lower             Lower
      Revenue                           ~ $0.8             < $0.8
      Return on Assets                  ~ 1.5 %            > 1.0 %

    Research & Development              ~ $3.7           $2.8 - $3.0
    Capital Expenditures                ~ $1.6             ~ $1.6

    (1) After forecast pension contributions of $0.5 billion in 2007 and
        $0.5 billion in 2008.

Non-GAAP Measure Disclosure

Management believes that the non-GAAP (Generally Accepted Accounting Principles) measures (indicated by an asterisk *) used in this report provide investors with important perspectives into the company's ongoing business performance. The company does not intend for the information to be considered in isolation or as a substitute for the related GAAP measure. Other companies may define the measures differently. The following definitions are provided:

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 internally to assess both business performance and overall liquidity. Table 2 provides a reconciliation between GAAP operating cash flow and free cash flow.

Adjusted Earnings per Share

Adjusted earnings per share is defined as GAAP diluted earnings per share adjusted for certain significant charges or credits. Management believes adjusted earnings per share is important to understanding the company's on-going operations and provide additional insights into underlying business performance. Significant charges or credits are described in the attachments to this release which provide reconciliations between GAAP earnings per share and adjusted earnings per share.

Forward-Looking Information Is Subject to Risk and Uncertainty

Certain statements in this report may constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "intends," "plans," "projects," "believes," "estimates," and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements in this press release include, among others, statements regarding future results as a result of our growth and productivity initiatives, our 2007 and 2008 financial outlook and the benefits of the IDS structure. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these statements speak only as of the date they were made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Our actual results and future trends may differ materially depending on a variety of factors, including the continued operation, viability and growth of major airline customers and non-airline customers (such as the U.S. Government); adverse developments in the value of collateral securing customer and other financings; the occurrence of any significant collective bargaining labor dispute; our successful execution of internal performance plans including our company-wide growth and productivity initiatives, production rate increases and decreases (including any reduction in or termination of an aircraft product), availability of raw materials, acquisition and divestiture plans, and other cost-reduction and productivity efforts; charges from any future SFAS No. 142 review; ability to meet development, production and certification schedules for the 787 program; technical or quality issues in development programs (affecting schedule and cost estimates) or in the satellite industry; an adverse development in rating agency credit ratings or assessments; the actual outcomes of certain pending sales campaigns and the timely launch of the 787 program and U.S. and foreign government procurement activities, including the uncertainty associated with the procurement of tankers by the U.S. Department of Defense (DoD) and funding of the C-17 program; the cyclical nature of some of our businesses; unanticipated financial market changes which may impact pension plan assumptions; domestic and international competition in the defense, space and commercial areas; continued integration of acquired businesses; performance issues with key suppliers, subcontractors and customers; significant disruption to air travel worldwide (including future terrorist attacks); global trade policies; worldwide political stability; domestic and international economic conditions; price escalation; the outcome of political and legal processes, changing priorities or reductions in the U.S. Government or foreign government defense and space budgets; termination of government or commercial contracts due to unilateral government or customer action or failure to perform; legal, financial and governmental risks related to international transactions; legal and investigatory proceedings; tax settlements with the IRS and various states; U.S. Air Force review of previously awarded contracts; costs associated with the exit of the Connexion by Boeing business; and other economic, political and technological risks and uncertainties. Additional information regarding these factors is contained in our SEC filings, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2006 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.



                     The Boeing Company and Subsidiaries
               Condensed Consolidated Statements of Operations
                                 (Unaudited)


    (Dollars in millions                   Six months ended Three months ended
     except per share data)                     June 30           June 30
                                             2007     2006     2007     2006
    Sales of products                      $28,016  $25,050  $14,787  $12,848
    Sales of services                        4,377    4,200    2,241    2,138
    Total revenues                          32,393   29,250   17,028   14,986

    Cost of products                       (22,140) (20,439) (11,709) (10,821)
    Cost of services                        (3,583)  (3,477)  (1,827)  (1,691)
    Boeing Capital Corporation interest
     expense                                  (152)    (179)     (73)     (89)
    Total costs and expenses               (25,875) (24,095) (13,609) (12,601)
                                             6,518    5,155    3,419    2,385
    Income from operating investments, net      89       53       50       33
    General and administrative expense      (1,804)  (2,243)    (976)  (1,162)
    Research and development expense, net   (1,988)  (1,487)    (989)    (739)
    Gain on dispositions/business
     shutdown, net                                        4        2        6
    Settlement with U.S. Department of
     Justice, net of accruals                          (571)             (571)
    Earnings/(loss) from operations          2,815      911    1,506      (48)
    Other income, net                          216      192      125      106
    Interest and debt expense                  (92)    (136)     (46)     (67)
    Earnings/(loss) before income taxes      2,939      967    1,585       (9)
    Income tax expense                      (1,017)    (435)    (536)    (151)
    Net earnings/(loss) from continuing
     operations                              1,922      532    1,049     (160)
    Net gain on disposal of discontinued
     operations, net of taxes of $4 and $1       5                 1
    Net earnings/(loss)                     $1,927     $532   $1,050    $(160)

    Basic earnings/(loss) per share from
     continuing operations                   $2.52    $0.70    $1.38   $(0.21)
    Net gain on disposal of discontinued
     operations, net of taxes                $0.01
    Basic earnings/(loss) per share          $2.53    $0.70    $1.38   $(0.21)

    Diluted earnings/(loss) per share from
     continuing operations                   $2.47    $0.69    $1.35   $(0.21)
    Net gain on disposal of discontinued
     operations, net of taxes                $0.01
    Diluted earnings/(loss) per share        $2.48    $0.69    $1.35   $(0.21)
    Cash dividends paid per share            $0.70    $0.60    $0.35    $0.30
    Weighted average diluted shares
     (millions)                              777.3    792.4    777.0    761.3


    The numerator used to compute diluted
     earnings per share is as follows:
    Net earnings/(loss)                     $1,927     $532   $1,050    $(160)
    Expense related to diluted shares            2       11        2
    Total numerator                         $1,929     $543   $1,052    $(160)



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


    (Dollars in millions except per share          June 30         December 31
     data)                                           2007              2006
    Assets
    Cash and cash equivalents                       $7,156            $6,118
    Short-term investments                             475               268
    Accounts receivable, net                         6,038             5,285
    Current portion of customer financing, net         450               370
    Deferred income taxes                            2,924             2,837
    Inventories, net of advances and
     progress billings                               8,480             8,105
        Total current assets                        25,523            22,983
    Customer financing, net                          7,227             8,520
    Property, plant and equipment, net of
     accumulated depreciation of $11,804
     and $11,635                                     7,985             7,675
    Goodwill                                         3,092             3,047
    Other acquired intangibles, net                  1,754             1,698
    Deferred income taxes                              918             1,051
    Investments                                      4,104             4,085
    Other assets, net of accumulated
     amortization of $325 and $272                   3,283             2,735
        Total assets                               $53,886           $51,794
    Liabilities and Shareholders' Equity
    Accounts payable and other liabilities         $17,174           $16,201
    Advances and billings in excess of
     related costs                                  11,546            11,449
    Income taxes payable                               846               670
    Short-term debt and current portion
     of long-term debt                                 561             1,381
        Total current liabilities                   30,127            29,701
    Accrued retiree health care                      7,684             7,671
    Accrued pension plan liability                     992             1,135
    Non-current income taxes payable                   732
    Other long-term liabilities                        400               391
    Long-term debt                                   8,094             8,157
      Shareholders' equity:
      Common shares, par value $5.00 -
        1,200,000,000 shares authorized;
      Shares issued - 1,012,261,159 and
       1,012,261,159                                 5,061             5,061
    Additional paid-in capital                       4,899             4,655
        Treasury shares, at cost -
         227,102,648 and 223,522,176               (13,131)          (12,459)
      Retained earnings                             19,810            18,453
      Accumulated other comprehensive loss          (7,800)           (8,217)
        ShareValue Trust Shares -
         31,132,608 and 30,903,026                  (2,982)           (2,754)
        Total shareholders' equity                   5,857             4,739
        Total liabilities and shareholders'
         equity                                    $53,886           $51,794




                     The Boeing Company and Subsidiaries
             Notes to Condensed Consolidated Financial Statements
                       Summary of Business Segment Data
                                 (Unaudited)

                                           Six months ended Three months ended
       (Dollars in millions)                    June 30           June 30
                                             2007     2006     2007     2006

       Revenues:
         Commercial Airplanes              $16,262  $14,166   $8,707   $7,113
         Integrated Defense Systems:
           Precision Engagement and
            Mobility Systems                 6,703    6,435    3,422    3,344
           Network and Space Systems         5,799    5,682    2,943    2,937
           Support Systems                   3,200    2,843    1,616    1,493
         Total Integrated Defense Systems   15,702   14,960    7,981    7,774
         Boeing Capital Corporation            422      480      209      243
         Other                                 144      158       72       71
         Accounting
          differences/eliminations            (137)    (514)      59     (215)
           Total revenues                  $32,393  $29,250  $17,028  $14,986

       Earnings from operations:
         Commercial Airplanes               $1,666   $1,422     $960     $719
         Integrated Defense Systems:
           Precision Engagement and
            Mobility Systems                   828      453      406      (15)
           Network and Space Systems           418      259      256      108
           Support Systems                     392      414      192      216
         Total Integrated Defense Systems    1,638    1,126      854      309
         Boeing Capital Corporation            143      132       70       62
         Other                                 (32)    (151)     (30)     (90)
         Unallocated expense                  (600)  (1,047)    (348)    (477)
         Settlement with U.S. Department
          of Justice, net of accruals                  (571)             (571)
       Earnings/(loss) from operations       2,815      911    1,506      (48)
       Other income, net                       216      192      125      106
       Interest and debt expense               (92)    (136)     (46)     (67)
       Earnings/(loss) before income taxes   2,939      967    1,585       (9)
       Income tax expense                   (1,017)    (435)    (536)    (151)
       Net earnings/(loss) from continuing
        operations                           1,922      532    1,049     (160)
       Net gain on disposal of
        discontinued operations, net of
        taxes of $4 and $1                       5                 1
       Net earnings/(loss)                  $1,927     $532   $1,050    $(160)

       Research and development expense:
         Commercial Airplanes               $1,557   $1,056     $769     $526
         Integrated Defense Systems:
           Precision Engagement and
            Mobility Systems                   220      201      110       98
           Network and Space Systems           149      157       76       80
           Support Systems                      47       48       24       22
         Total Integrated Defense Systems      416      406      210      200
         Other                                  15       25       10       13
       Total research and development
        expense                             $1,988   $1,487     $989     $739

                                           Six months ended Three months ended
                                                 June 30           June 30
       Unallocated expense                    2007     2006     2007     2006
       Share-based plans expense             $(169)   $(443)   $(133)   $(248)
       Deferred compensation expense           (63)    (147)     (53)     (38)
       Pension                                (271)    (180)    (141)     (78)
       Post-retirement                         (59)     (29)     (27)     (13)
       Capitalized interest                    (23)     (23)     (14)      (4)
       Other                                   (15)    (225)      20      (96)
       Total                                 $(600) $(1,047)   $(348)   $(477)



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

                                                         Six months ended
    (Dollars in millions)                                    June 30
                                                      2007              2006

    Cash flows - operating activities:
        Net earnings                                $1,927              $532
        Adjustments to reconcile net
         earnings to net cash provided by
         operating activities:
          Non-cash items -
               Share-based plans expense               191               452
               Depreciation                            676               714
               Amortization of other
                acquired intangibles                    77                40
               Amortization of debt
                discount/premium and
                issuance costs                           6                10
               Pension expense                         503               317
               Investment/asset
                impairment charges, net                  5                19
               Customer financing valuation
                (benefit)/provision                    (35)                2
               Gain on disposal of
                discontinued operations                 (9)
               Gain on dispositions/business
                shutdown, net                                             (4)
               Other charges and credits, net           73                76
               Excess tax benefits from
                share-based payment arrangements      (107)             (118)
           Changes in assets and liabilities -
               Accounts receivable                    (761)              621
               Inventories, net of
                advances and progress billings        (380)              678
               Accounts payable and other
                liabilities                            842               549
               Advances and billings in
                excess of related costs                 68               338
               Income taxes receivable,
                payable and deferred                   821               396
               Other long-term liabilities              (4)              (16)
               Pension contributions                  (523)             (506)
               Accrued retiree health care              13                69
               Customer financing, net               1,107               398
               Other                                  (128)              (69)
                    Net cash provided by
                     operating activities            4,362             4,498

    Cash flows - investing activities:
        Property, plant and equipment additions       (865)             (745)
        Property, plant and equipment reductions        17                23
        Acquisitions, net of cash acquired             (75)             (111)
        Proceeds from dispositions                                       108
        Contributions to investments                (1,838)           (1,047)
        Proceeds from investments                    1,611             1,126
        Other                                          (62)
                    Net cash used by
                     investing activities           (1,212)             (646)

    Cash flows - financing activities:
        New borrowings                                  10                 1
        Debt repayments                               (893)             (627)
        Stock options exercised, other                 151               203
        Excess tax benefits from share-based
         payment arrangements                          107               118
        Common shares repurchased                     (946)             (929)
        Dividends paid                                (552)             (481)
                    Net cash used by
                     financing activities           (2,123)           (1,715)

    Effect of exchange rate changes on
     cash and cash equivalents                          11                18

    Net increase in cash and cash equivalents        1,038             2,155

    Cash and cash equivalents at
     beginning of year                               6,118             5,412

    Cash and cash equivalents at end of period      $7,156            $7,567


    Non-cash investing and financing activities:
        Capital lease obligations incurred                              $356



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

                                         Six months ended   Three months ended
    Deliveries                               June 30             June 30
    Commercial Airplanes                   2007   2006         2007   2006
         717                                         5 (3)               3 (1)
         737 Next-Generation                169    142           86     70
         747                                  7      8            4      4
         767                                  6      6            3      3
         777                                 38     34           21     17
        Total                               220    195          114     97

       Note:  Commercial Airplanes deliveries by model include deliveries
              under operating lease, which are identified by parentheses.

    Integrated Defense Systems
    Precision Engagement and Mobility
     Systems
         Chinook (New Builds)                 6                   1
         Apache (New Builds)                  8     14            4      5
         F/A-18E/F                           22     21           11     11
         T-45TS                               5      7            3      3
         F-15                                 3                   3
         C-17                                 8      8            4      4
         C-40                                 2      1            1      1

    Network and Space Systems
         Delta II                             1      1            1      1
         Delta IV                                    2                   2
         Commercial and Civil Satellites      3      1            1      1
         Military Satellites

    Contractual backlog (Dollars in          June 30     March 31  December 31
     billions)                                 2007        2007        2006
       Commercial Airplanes                   $207.7      $188.4      $174.3
       Integrated Defense Systems:
         Precision Engagement and
          Mobility Systems                      21.7        23.1        25.0
         Network and Space Systems               9.1         8.9         8.0
         Support Systems                         9.7         9.8         9.3
       Total Integrated Defense Systems         40.5        41.8        42.3
    Total contractual backlog                 $248.2      $230.2      $216.6
    Unobligated backlog                        $30.3       $32.1       $33.7
    Total backlog                             $278.5      $262.3      $250.3
    Workforce                                157,100     155,000     154,000



                     The Boeing Company and Subsidiaries
                     Reconciliation of Non-GAAP Measures
                         Adjusted Earnings Per Share
                                 (Unaudited)

    In addition to disclosing results that are determined in accordance with
    U.S. generally accepted accounting principles (GAAP), the company also
    discloses non-GAAP results that exclude certain significant charges or
    credits that are important to an understanding of the company's ongoing
    operations.  The company provides reconciliations of its non-GAAP
    financial reporting to the most comparable GAAP reporting.  The company
    believes that discussion of results excluding certain significant charges
    or credits provides additional insights into underlying business
    performance.  Adjusted earnings per share is not a measure recognized
    under GAAP.  The determination of significant charges or credits may not
    be comparable to similarly titled measures used by other companies and may
    vary from quarter to quarter.


    Dollars in millions except per share data       Three months ended
                                                         June 30
                                                       2007    2006

    GAAP Diluted earnings per share                   $1.35  ($0.21)

    Global settlement with U.S. Department of
     Justice                                                   0.77 (a)

    Adjusted earnings per share * "Core Earnings"
     per share                                        $1.35   $0.56

    Weighted average diluted shares (millions)        777.0   761.3


    (a) Represents the net earnings per share impact for the global settlement
        of the Evolved Expendable Launch Vehicle (EELV) and Druyun matters
        with the U.S. Department of Justice and reversal of a tax benefit of
        $16, which was recorded on previous accruals of $44 at 37.3%.  ($571
        pre-tax charge)  No tax benefit was recognized relating to the global
        settlement.



                     The Boeing Company and Subsidiaries
                     Reconciliation of Non-GAAP Measures
                         Adjusted Earnings Per Share
                                 (Unaudited)

    In addition to disclosing results that are determined in accordance with
    U.S. generally accepted accounting principles (GAAP), the company also
    discloses non-GAAP results that exclude certain significant charges or
    credits that are important to an understanding of the company's ongoing
    operations.  The company provides reconciliations of its non-GAAP
    financial reporting to the most comparable GAAP reporting.  The company
    believes that discussion of results excluding certain significant charges
    or credits provides additional insights into underlying business
    performance.  Adjusted earnings per share is not a measure recognized
    under GAAP.  The determination of significant charges or credits may not
    be comparable to similarly titled measures used by other companies and may
    vary from quarter to quarter.


    Dollars in millions except per share data       Six months ended
                                                         June 30
                                                      2007     2006

    GAAP Diluted earnings per share                  $2.48    $0.69

    Global settlement with U.S. Department of
     Justice                                                   0.74 (a)


    Net gain on Discontinued Operations,
     Net of Taxes                                    (0.01)(b)

    Adjusted earnings per share * "Core Earnings"
     per share                                       $2.47    $1.43

    Weighted average diluted shares (millions)       777.3    792.4


    (a) Represents the net earnings per share impact for the global settlement
        of the Evolved Expendable Launch Vehicle (EELV) and Druyun matters
        with the U.S. Department of Justice and reversal of a tax benefit of
        $16, which was recorded on previous accruals of $44 at 37.3%.  ($571
        pre-tax charge)  No tax benefit was recognized relating to the global
        settlement.

    (b) Represents an after-tax adjustment to the 2004 sale of assets from
        BCC's Commercial Financial Services to General Electric Capital
        Corporation.

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