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BOEING COMPANY - 1st Quarter Results

BOE

                  Boeing Reports Strong First-Quarter Results


Core EPS (non-GAAP)* of $1.76 on continued strong operating performance; GAAP
EPS of $1.28

Revenue increased 8 percent to $20.5 billion reflecting higher commercial
deliveries

Operating cash flow increased significantly to $1.1 billion

Repurchased 19.4 million shares for $2.5 billion

Backlog of $440 billion includes $19 billion of net orders during the quarter

2014 core EPS guidance increased to between $7.15 and $7.35 to reflect a tax
settlement

CHICAGO, April 23, 2014 --

Table 1. Summary Financial Results                   First Quarter

(Dollars in Millions, except per share data)         2014     2013     Change

Revenues                                          $20,465  $18,893         8%

Non-GAAP*
Core Operating Earnings                            $2,095   $1,867        12%
Core Operating Margin                               10.2%     9.9%    0.3 Pts
Core Earnings Per Share                             $1.76    $1.73         2%
Operating Cash Flow Before Pension Contributions   $1,112     $524       112%

GAAP
Earnings From Operations                           $1,542   $1,528         1%
Operating Margin                                     7.5%     8.1%  (0.6) Pts
Net Earnings                                         $965   $1,106      (13)%
Earnings Per Share                                  $1.28    $1.44      (11)%
Operating Cash Flow                                $1,112     $524       112%

* 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 first-quarter revenue increased 8
percent to $20.5 billion on higher commercial volume (Table 1). Core earnings
per share (non-GAAP) increased 14 percent* to $1.76 when excluding a benefit of
$0.19 per share for the 2012 research and development tax credit recorded in
the first quarter of 2013. First-quarter 2014 core operating earnings
(non-GAAP) increased 12 percent to $2.1 billion and core operating margin
(non-GAAP) increased to 10.2 percent reflecting continued strong operating
performance. GAAP earnings from operations included previously announced
non-cash charges totaling $334 million ($0.29 per share) for retirement plan
changes.

Core earnings per share guidance for 2014 increased to between $7.15 and $7.35,
from $7.00 to $7.20, to reflect the benefit of a tax settlement to be
recognized in the second quarter of 2014. GAAP earnings per share guidance for
2014 is reaffirmed at between $6.10 to $6.30 as the tax settlement benefit was
offset by the retirement plan charges. GAAP pension expense guidance for 2014
is now at approximately $3.2 billion, up from $3.1 billion, to reflect the
retirement plan charges. The company reaffirmed its 2014 revenue, operating
cash flow and deliveries guidance.

"Disciplined execution across our production and development programs produced
strong first quarter results," said Boeing Chairman and Chief Executive Officer
Jim McNerney. "We measurably increased revenue, core operating earnings and
cash flow, and expanded core operating margins. This financial and operational
strength enabled the return of more than $3 billion to shareholders in the
quarter through share repurchase and an increased dividend, even as we
continued to invest in our future."

"Our outlook for the full year remains positive on the strength of demand for
our fuel-efficient new commercial airplanes, our solid position in global
defense, space and security markets, and our enterprise focus on meeting
customer commitments, improving productivity and profitably delivering the
growth in our sizable backlog," McNerney said.

Table 2. Cash Flow                                  First Quarter
(Millions)                                          2014     2013
Operating Cash Flow Before Pension Contributions*  $1,112    $524
       Pension Contributions                            -       -
Operating Cash Flow                                $1,112    $524
  Less Additions to Property, Plant & Equipment     ($497)  ($521)
Free Cash Flow*                                      $615      $3


Operating cash flow in the quarter was $1.1 billion, reflecting commercial
airplane production rates, strong core operating performance and timing of
receipts and expenditures (Table 2). During the quarter, the company
repurchased 19.4 million shares for $2.5 billion, leaving $8.3 billion
remaining under the current repurchase authorization expected to be completed
over the next 2-3 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)                                                Q1 14  Q4 13
Cash                                                      $6.9   $9.1
Marketable Securities(1)                                  $5.3   $6.2
   Total                                                 $12.2  $15.3
Debt Balances:
The Boeing Company, net of intercompany loans to BCC      $6.3   $7.0
Boeing Capital Corporation, including intercompany loans  $2.6   $2.6
   Total Consolidated Debt                                $8.9   $9.6

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


Cash and investments in marketable securities totaled $12.2 billion at
quarter-end (Table 3), down from $15.3 billion at the beginning of the year,
primarily due to the share repurchases and the pay-down of maturing debt. Debt
was $8.9 billion, down from $9.6 billion at the beginning of the year,
primarily due to maturities.

Total company backlog at quarter-end was a $440 billion, down slightly from the
beginning of the year, and included net orders for the quarter of $19 billion.

Segment Results

Boeing Commercial Airplanes

Table 4. Boeing Commercial Airplanes  First Quarter
(Dollars in Millions)                 2014     2013     Change

Commercial Airplanes Deliveries        161      137        18%

Revenues                           $12,737  $10,690        19%
Earnings from Operations            $1,502   $1,219        23%
Operating Margin                     11.8%    11.4%    0.4 Pts


Boeing Commercial Airplanes first-quarter revenue increased to $12.7 billion on
higher 787 and 737 deliveries. First-quarter operating margin improved to 11.8
percent reflecting the delivery volume and mix and lower period costs partially
offset by higher R&D (Table 4).

During the quarter, the 787 program reached a 10 per month production rate and
completed preliminary design review on the 787-10. The company selected the
Everett, Washington site as the location for a new composite wing center for
the 777X. In April, the 737 program reached a production rate of 42 per month.

Commercial Airplanes booked 235 net orders during the quarter. Backlog remains
strong with over 5,100 airplanes valued at $374 billion.

Boeing Defense, Space & Security

Table 5. Defense, Space & Security    First Quarter
(Dollars in Millions)                 2014    2013       Change

Revenues(1)
  Boeing Military Aircraft           $3,458  $3,980       (13)%
  Network & Space Systems            $1,876  $1,960        (4)%
  Global Services & Support          $2,299  $2,170          6%
Total BDS Revenues                   $7,633  $8,110        (6)%
Earnings from Operations(1)
  Boeing Military Aircraft             $332    $427       (22)%
  Network & Space Systems              $168    $156          8%
  Global Services & Support            $278    $249         12%
Total BDS Earnings from Operations     $778    $832        (6)%
Operating Margin                      10.2%   10.3%   (0.1) Pts

(1) During the first quarter of 2014, certain programs were realigned between
Boeing Military Aircraft and Global Services & Support. See page 15 of this
release for additional information.


Boeing Defense, Space & Security's first-quarter revenue was $7.6 billion with
an operating margin of 10.2 percent (Table 5).

Boeing Military Aircraft (BMA) first-quarter revenue declined to $3.5 billion,
as the first quarter of 2013 included revenue associated with F-15 development
milestones and due to fewer P-8 deliveries in the first quarter of 2014.
Operating margin was 9.6 percent, reflecting strong performance offset by a
previously announced C-17 inventory-related charge. During the quarter, BMA was
awarded a contract for 16 P-8A Poseidon aircraft from the U.S. Navy and a
contract for 82 Apache Block III helicopters from the U.S. Army.

Network & Space Systems (N&SS) first-quarter revenue was $1.9 billion,
reflecting lower satellites volume, and operating margin increased to 9.0
percent on strong performance. During the quarter, N&SS completed on-orbit
testing of the first Inmarsat-5 satellite.

Global Services & Support (GS&S) first-quarter revenue increased to $2.3
billion, reflecting higher volume in maintenance, modifications and upgrades.
Operating margin increased to 12.1 percent on improved performance in
integrated logistics. During the quarter, GS&S was awarded a contract to
provide maintenance training devices for the U.S. Navy's P-8A Poseidon
aircraft.

Backlog at Defense, Space & Security was $66 billion, of which 35 percent
represents orders with international customers.

Additional Financial Information

Table 6. Additional Financial Information                        First Quarter
(Dollars in Millions)                                            2014     2013
Revenues
  Boeing Capital Corporation                                      $82     $105
  Other segment                                                   $20      $27
  Unallocated items and eliminations                              ($7)    ($39)
Earnings from Operations
  Boeing Capital Corporation                                      $44      $44
  Other segment income/(expense)                                 ($62)    ($58)
Unallocated items and eliminations excluding unallocated
 pension/postretirement expense                                 ($167)   ($170)
Unallocated pension/postretirement expense                      ($553)   ($339)
Other income, net                                                  $9       $9
Interest and debt expense                                        ($92)    ($99)
Effective tax rate                                               33.9%    23.1%


At quarter-end, Boeing Capital Corporation's (BCC) net portfolio balance was
$3.5 billion down from $3.9 billion at the beginning of the year. BCC's
debt-to-equity ratio was 5.0-to-1.

Unallocated items and eliminations increased in the first quarter of 2014
primarily due to previously announced non-cash charges totaling $334 million
for retirement plan changes. Total pension expense for the first quarter was
$1,035 million, up from $791 million in the same period last year. The
company's income tax expense was $494 million in the quarter, compared to $332
million in the same period of the prior year, as a $145 million benefit for the
2012 research and development credit was reflected in the first quarter of
2013.

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*                                   $7.15 - 7.35
        GAAP Earnings Per Share                                    $6.10 - 6.30
        Operating Cash Flow Before Pension Contributions*               ~ $7
        Operating Cash Flow (1)                                       ~ $6.25
Boeing Commercial Airplanes
        Deliveries (2)                                               715 - 725
        Revenue                                                    $57.5 - 59.5
        Operating Margin                                               ~ 10%
Boeing 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                               ~ 9.5%
               Network & Space Systems                                ~ 8.5%
               Global Services & Support                             ~ 10.5%

        Total BDS Operating Margin                                    ~ 9.5%

Boeing Capital Corporation
        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)                                                 ~ 29%

(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 $7.15
and $7.35, from $7.00 to $7.20, to reflect the benefit of a tax settlement to
be recognized in the second quarter of 2014. GAAP earnings per share guidance
for 2014 is reaffirmed at between $6.10 and $6.30 as the tax settlement benefit
was offset by the retirement plan charges. Total GAAP pension expense guidance
for 2014 is now at approximately $3.2 billion, up from $3.1 billion to reflect
the retirement plan charges. The pension expense expected to be included in
unallocated items and eliminations is approximately $1.3 billion, up from $1.1
billion.

Boeing Military Aircraft revenue for 2014 is now expected to be approximately
$14.2 billion, down from $15.0 billion, and Global Support & Services revenue
is now expected to be approximately $8.6 billion, up from $7.8 billion, both
reflecting a business realignment completed during the quarter.

Boeing's effective tax rate is now expected to be approximately 29 percent in
2014, down from approximately 31 percent, to reflect the benefit of the tax
settlement 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.

Increase in Core Earnings Per Share Excluding First Quarter 2013 Benefit for
2012 Research and Development Tax Credit

The company is disclosing the increase in core operating earnings per share in
the first quarter of 2014 over the first quarter of 2013 excluding the benefit
for the 2012 research and development tax credit recorded in the first quarter
of 2013. Management believes it is useful to occasionally exclude certain items
that are not reflective of underlying performance and that can distort period
to period performance comparisons. Management uses similar measures for
purposes of evaluating and forecasting underlying business performance. 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)


                                                             Three months ended
                                                                  March 31
(Dollars in millions, except per share data)                   2014      2013

Sales of products                                            $18,015   $16,318
Sales of services                                              2,450     2,575
Total revenues                                                20,465    18,893

Cost of products                                             (15,258)  (13,728)
Cost of services                                              (2,020)   (2,009)
Boeing Capital interest expense                                  (18)      (19)
Total costs and expenses                                     (17,296)  (15,756)
                                                               3,169     3,137
Income from operating investments, net                            59        45
General and administrative expense                              (877)     (971)
Research and development expense, net                           (809)     (705)
Gain on dispositions, net                                                   22
Earnings from operations                                       1,542     1,528
Other income, net                                                  9         9
Interest and debt expense                                        (92)      (99)
Earnings before income taxes                                   1,459     1,438
Income tax expense                                              (494)     (332)
Net earnings from continuing operations                          965     1,106
Net gain on disposal of discontinued operations, net of
 taxes
Net earnings                                                    $965    $1,106
Basic earnings per share from continuing operations            $1.30     $1.45
Net gain on disposal of discontinued operations, net of
 taxes
Basic earnings per share                                       $1.30     $1.45
Diluted earnings per share from continuing operations          $1.28     $1.44
Net gain on disposal of discontinued operations, net of
 taxes
Diluted earnings per share                                     $1.28     $1.44
Cash dividends paid per share                                  $0.73     $0.49

Weighted average diluted shares (millions)                     754.1     768.7



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

                                                               March 31  December 31
(Dollars in millions, except per share data)                      2014      2013
Assets
Cash and cash equivalents                                        $6,942    $9,088
Short-term and other investments                                  5,282     6,170
Accounts receivable, net                                          7,341     6,546
Current portion of customer financing, net                          256       344
Deferred income taxes                                                15        14
Inventories, net of advances and progress billings               44,941    42,912
  Total current assets                                           64,777    65,074
Customer financing, net                                           3,280     3,627
Property, plant and equipment, net of accumulated depreciation
 of $15,281 and $15,070                                          10,263    10,224
Goodwill                                                          5,046     5,043
Acquired intangible assets, net                                   2,996     3,052
Deferred income taxes                                             2,463     2,939
Investments                                                       1,208     1,204
Other assets, net of accumulated amortization of $478 and $448    1,542     1,500
  Total assets                                                  $91,575   $92,663
Liabilities and equity
Accounts payable                                                $10,779    $9,498
Accrued liabilities                                              12,219    14,131
Advances and billings in excess of related costs                 21,112    20,027
Deferred income taxes and income taxes payable                    6,732     6,267
Short-term debt and current portion of long-term debt             1,660     1,563
  Total current liabilities                                      52,502    51,486
Accrued retiree health care                                       6,515     6,528
Accrued pension plan liability, net                               9,676    10,474
Non-current income taxes payable                                    166       156
Other long-term liabilities                                         808       950
Long-term debt                                                    7,275     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                                      4,441     4,415
  Treasury stock, at cost - 281,510,590 and 264,882,461 shares  (20,028)  (17,671)
  Retained earnings                                              33,929    32,964
  Accumulated other comprehensive loss                           (8,883)   (9,894)
    Total shareholders' equity                                   14,520    14,875
    Noncontrolling interest                                         113       122
    Total equity                                                 14,633    14,997
    Total liabilities and equity                                $91,575   $92,663


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

                                                              Three months ended
                                                                   March 31
(Dollars in millions)                                           2014      2013
Cash flows - operating activities:
 Net earnings                                                   $965    $1,106
 Adjustments to reconcile net earnings to net cash provided
  by operating activities:
   Non-cash items -
    Share-based plans expense                                     52        58
    Depreciation and amortization                                448       429
    Investment/asset impairment charges, net                      29        26
    Customer financing valuation benefit                         (23)       (3)
    Gain on disposal of discontinued operations                   (1)
    Gain on dispositions, net                                              (22)
    Other charges and credits, net                                47        53
    Excess tax benefits from share-based payment arrangements    (68)      (23)
   Changes in assets and liabilities -
    Accounts receivable                                         (792)     (437)
    Inventories, net of advances and progress billings        (2,049)   (3,000)
    Accounts payable                                           1,350       654
    Accrued liabilities                                       (1,385)   (1,133)
    Advances and billings in excess of related costs           1,085     1,833
    Income taxes receivable, payable and deferred                455       214
    Other long-term liabilities                                 (124)      (73)
    Pension and other postretirement plans                       733       821
    Customer financing, net                                      408        24
    Other                                                        (18)       (3)
      Net cash provided by operating activities                1,112       524
Cash flows - investing activities:
  Property, plant and equipment additions                       (497)     (521)
  Property, plant and equipment reductions                        15        33
  Acquisitions, net of cash acquired                                       (26)
  Contributions to investments                                (2,737)   (2,955)
  Proceeds from investments                                    3,625     2,655
    Net cash provided/(used) by investing activities             406      (814)
Cash flows - financing activities:
  New borrowings                                                  51        15
  Debt repayments                                               (757    (1,262)
  Payments to noncontrolling interests                           (12)
  Repayments of distribution rights and other asset
   financing                                                      (3)     (138)
  Stock options exercised, other                                 109        76
  Excess tax benefits from share-based payment arrangements       68        23
  Employee taxes on certain share-based payment arrangements     (84)      (52)
  Common shares repurchased                                   (2,500)
  Dividends paid                                                (540)     (367)
    Net cash used by financing activities                     (3,668)   (1,705)
Effect of exchange rate changes on cash and cash equivalents       4       (11)
Net decrease in cash and cash equivalents                     (2,146)   (2,006)
Cash and cash equivalents at beginning of year                 9,088    10,341
Cash and cash equivalents at end of period                    $6,942    $8,335


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

                                                           Three months ended
                                                                March 31
(Dollars in millions)                                        2014      2013
Revenues:
  Commercial Airplanes                                    $12,737   $10,690
  Defense, Space & Security:
    Boeing Military Aircraft                                3,458     3,980
    Network & Space Systems                                 1,876     1,960
    Global Services & Support                               2,299     2,170
  Total Defense, Space & Security                           7,633     8,110
  Boeing Capital                                               82       105
  Other segment                                                20        27
  Unallocated items and eliminations                           (7)      (39)
Total revenues                                            $20,465   $18,893
Earnings from operations:
  Commercial Airplanes                                     $1,502    $1,219
  Defense, Space & Security:
    Boeing Military Aircraft                                  332       427
    Network & Space Systems                                   168       156
    Global Services & Support                                 278       249
  Total Defense, Space & Security                             778       832
  Boeing Capital                                               44        44
  Other segment                                               (62)      (58)
  Unallocated items and eliminations                         (720)     (509)
Earnings from operations                                    1,542     1,528
Other income, net                                               9         9
Interest and debt expense                                     (92)      (99)
Earnings before income taxes                                1,459     1,438
Income tax expense                                           (494)     (332)
Net earnings from continuing operations                       965     1,106
Net gain on disposal of discontinued operations, net of
 taxes
Net earnings                                                 $965    $1,106

Research and development expense, net:
  Commercial Airplanes                                       $529      $419
  Defense, Space & Security                                   280       272
  Other                                                                  14
Total research and development expense, net                  $809      $705

Unallocated items and eliminations:
  Share-based plans                                          ($24)     ($31)
  Deferred compensation                                         7       (56)
  Capitalized interest                                        (18)      (17)
  Eliminations and other                                     (132)      (66)
    Sub-total (included in core operating earnings)          (167)     (170)
  Pension                                                    (576)     (358)
  Postretirement                                               23        19
Total unallocated items and eliminations                    ($720)    ($509)


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


                                             Three months ended
Deliveries                                        March 31
Commercial Airplanes                           2014      2013
  737                                           115       102
  747                                             4         6
  767                                                       4
  777                                            24        24
  787                                            18         1
  Total                                         161       137


Defense, Space & Security
Boeing Military Aircraft
  F/A-18 Models                                  11        12
  F-15E Eagle                                     4         3
  C-17 Globemaster III                            3         3
  CH-47 Chinook                                  17         9
  AH-64 Apache                                   10        15
  P-8 Models                                                2

Global Services & Support
  AEW&C                                           1

Network & Space Systems
  Commercial and Civil Satellites                           1




                                          March 31  December 31
Contractual backlog (Dollars in billions)     2014         2013
   Commercial Airplanes                     $374.0       $373.0
   Defense, Space & Security:
      Boeing Military Aircraft                23.2         23.6
      Network & Space Systems                  9.4          9.8
      Global Services & Support               16.1         16.2
   Total Defense, Space & Security            48.7         49.6
Total contractual backlog                   $422.7       $422.6
Unobligated backlog                          $17.1        $18.3
Total backlog                               $439.8       $440.9
Workforce                                  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
 Increase in Core EPS Excluding First Quarter 2013 Benefit for 2012 Research and
                           Development Tax Credit
                                (Unaudited)



The tables provided below reconcile the non-GAAP financial measures core
operating earnings, core operating margin and core earnings per share as well
as the increase in Core EPS Excluding First Quarter 2013 Benefit for 2012
Research and Development Tax Credit 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.



                                                        First Quarter      Guidance
                                                       2014       2013       2014
Revenues                                             $20,465   $18,893

GAAP Earnings From Operations                         $1,542    $1,528
GAAP Operating Margin                                   7.5%      8.1%

Unallocated Pension/Postretirement Expense              $553      $339     ~ $1,215
Core Operating Earnings (non-GAAP)                    $2,095    $1,867
Core Operating Margin (non-GAAP)                       10.2%      9.9%

Increase/(Decrease) in GAAP Earnings From Operations      1%

GAAP Diluted Earnings Per Share                        $1.28     $1.44   $6.10 - 6.30
Unallocated Pension/Postretirement Expense(1)          $0.48     $0.29       $1.05
Core Earnings Per Share (non-GAAP)                     $1.76     $1.73   $7.15 - 7.35
First Quarter 2013 Benefit for 2012 Research and
 Development Tax Credit(2)                                 -     $0.19
Core Earnings Per Share Excluding First Quarter
 2013 Benefit for 2012 Research and Development
 Tax Credit                                            $1.76     $1.54

Weighted Average Diluted Shares (millions)             754.1     768.7    750 - 755
Increase in GAAP Earnings Per Share                     -11%
Increase in Core Earnings Per Share                       2%
Increase in Core Earnings Per Share Excluding First
 Quarter 2013 Benefit for 2012 Research and
 Development Tax Credit                                  14%


(1) Earnings per share impact is presented net of the federal statutory tax rate
of 35.0 percent.
(2) Earnings per share impact of $145 million tax benefit in the first quarter of
2013 due to the retroactive reinstatement of the 2012 research and development
tax credit under the American Taxpayer Relief Act of 2012.


                  The Boeing Company and Subsidiaries
                 Defense, Space & Security Realignment
                              (Unaudited)

Effective during the first quarter of 2014, certain programs were realigned
among Defense, Space & Security segments. The Airborne Warning and Control
Systems and Airborne Early Warning and Control aircraft programs and the F-22
Modernization program were realigned from Boeing Military Aircraft to Global
Services & Support. Business segment data for 2013 has been adjusted as follows
to reflect the realignment.


                                  As Reported in 2013     As Reported in 2014
(Dollars in millions)             Revenue    Earnings     Revenue    Earnings

First Quarter 2013
  Boeing Military Aircraft         $4,109        $430      $3,980        $427
  Global Services & Support         2,041         246       2,170         249

Second Quarter 2013
  Boeing Military Aircraft          3,889         373       3,641         386
  Global Services & Support         2,248         266       2,496         253

Third Quarter 2013
  Boeing Military Aircraft          3,543         221       3,438         220
  Global Services & Support         2,272         259       2,377         260

Fourth Quarter 2013
  Boeing Military Aircraft          4,395         441       4,226         491
  Global Services & Support         2,188         280       2,357         230

Full Year 2013
  Boeing Military Aircraft        $15,936      $1,465     $15,285      $1,524
  Global Services & Support         8,749       1,051       9,400         992

SOURCE Boeing

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