MCDONNELL DOUGLAS CORP
8-K, 1997-07-17
AIRCRAFT
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




Date of report (Date of earliest event reported)     July 17, 1997

                                    McDonnell Douglas Corporation
                Exact name of Registrant as Specified in Charter


Maryland                            1-3685                            43-0400674
(State or Other Jurisdiction     (Commission                       (IRS Employer
of Incorporation)                File Number)                Identification No.)


Post Office Box 516, St. Louis, Missouri                              63166-0516
(Address of Principal Executive Offices)                              (Zip Code)



Registrant's telephone number, including area code               (314) 232-0232
                                                   ----------------------------



<PAGE>



                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.           Other Events.

A summary of the Registrant's  second quarter  financial  results is filed as an
exhibit  hereto,   and  is  incorporated   herein  in  accordance  with  General
Instruction F to Form 8-K.


                                     EXHIBIT

Exhibit No.

  99    Summary of McDonnell  Douglas  Corporation's  Second  Quarter  Financial
        Results


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                        McDonnell Douglas Corporation
                                              (Registrant)

                                        /s/ Steven N. Frank
July 17, 1997                     By: -----------------------------------------
(Date)                                 Steven N. Frank
                                       Vice President, Associate General Counsel
                                       and Secretary




                                   
Contact: Larry McCracken
         McDonnell Douglas
         (314) 233-8957
                                                           FOR IMMEDIATE RELEASE

             MCDONNELL DOUGLAS REPORTS SOLID SECOND QUARTER EARNINGS
         ST. LOUIS,  July 17, 1997 -- McDonnell Douglas (NYSE: MD) reported 1997
second quarter earnings of $195 million, or 93 cents per share. That compares to
earnings of $188 million,  or 87 cents per share, in the second quarter of 1996.
Costs related to merger  activities in the second quarter of 1997 were offset by
favorable resolution of state tax issues.

         Net  earnings  for the first six months of 1997 were $376  million,  or
$1.79 per share. That compares to earnings of $386 million,  or $1.76 per share,
in the first six months of 1996. Weighted-average shares outstanding through the
first six months in 1997 are lower by 4.5 percent as compared to the same period
in 1996, as a result of the Company's stock repurchase plan. The repurchase plan
was suspended in December 1996 as a result of the pending merger with The Boeing
Company.

         "Solid   financial   results  for  the  second   quarter  of  1997  are
gratifying,"  said Harry  Stonecipher,  president and chief executive officer of
McDonnell  Douglas.  "I am pleased to see that we kept our eye on the ball,  and
did not let the merger distract us from running our business."

     Total  revenues for the second  quarter of 1997 were $3.6 billion,  up from
$3.3 billion in the second quarter of 1996.  Revenues increased in all segments,
with the largest gain in the military aircraft  segment.  Total revenues for the
first six months of 1997 were $6.8  billion,  up from $6.4  billion in the first
six months of 1996.

         Cash used by aerospace  operations  was slightly less than $300 million
for the second quarter of 1997,  with $655 million used for the first six months
of 1997. An increase in inventory, largely in the commercial aircraft segment in
advance of deliveries in the second half of 1997,  contributed  significantly to
the use of cash in the first half of 1997.

     Operating  earnings for the second  quarter of 1997 were $320 million,  and
totaled $641 million for the first six months of 1997.  That  compares with $328
million and $675 million, respectively, for the same periods in 1996.

         Operating  earnings in the military aircraft segment in the 1997 second
quarter were $238 million,  compared with $243 million in the second  quarter of
1996.  Improved  earnings in the C-17 and F-15  programs  largely  offset  lower
earnings in the F/A-18 program.  Earnings in the second quarter of 1996 included
an  award  fee on the  development  portion  of the  F/A-18  program.  Operating
earnings  in this  segment  for the first six months of 1997 were $497  million,
compared with $493 million in the 1996 same period.

         Revenues  for the military  aircraft  segment were $2.1 billion for the
second  quarter of 1997.  That compares with $1.9 billion for the same period in
1996.  Increased  revenues  in the  F-15,  C-17  and  classified  programs  were
partially  offset by lower revenues in the F/A-18 C/D program.  Revenues for the
first six months in 1997 and 1996 were $4.0 billion.

                            
                                       2
<PAGE>


         Operating  earnings  in the  missiles,  space  and  electronic  systems
segment in the 1997 second quarter and first six months were $45 million and $81
million, respectively, compared to $53 million and $111 million in the 1996 same
periods.  Profit margins in this segment were down two percentage  points in the
second quarter and three percentage  points for the first six months of 1997, as
compared  to 1996.  Expenditures  on the Delta III, a launch  vehicle  currently
under development, and lower earnings on the Space Station and Delta II programs
caused the decrease during the first six months of 1997.

         Revenues for the missiles,  space and electronic  systems  segment were
$587 million for the second quarter of 1997. That compares with $529 million for
the same period in 1996. The Delta programs  contributed to the higher  revenues
in the 1997 second  quarter.  Revenues for the first six months in 1997 and 1996
were $1.1 billion.

         Operating  earnings  in the  commercial  aircraft  segment  in the 1997
second  quarter  and  first  six  months  were  $14  million  and  $18  million,
respectively,  compared  with $18  million  and $37  million  in the  1996  same
periods. Earnings from the sale of spare parts and related services were largely
offset by losses from development activities and sale of production aircraft.

         Increased losses in both 1997 quarters on the MD-95 program,  currently
in  development,  were in part offset by reduction in cost estimates  related to
prior deliveries of trijet and twin-jet aircraft. Additionally,  earnings in the
1996 first quarter  included  recoveries  from an insurance  carrier  related to
environmental coverage at several sites, and in the 1996 second quarter included
recoveries from an insurance carrier of charges previously expensed related to a
1987 airline accident.

         Revenues for the commercial  aircraft segment were $805 million for the
second  quarter and $1.4 billion for the first six months of 1997,  up from $722
million in the second  quarter and $1.2 billion in the first six months of 1996.
McDonnell Douglas  deliveries in the first two quarters of 1997 and 1996 were as
follows:

                Three Months Ended           Six Months Ended
                     30 June                     30 June
                1997          1996           1997        1996
                ----          ----           ----        ----

     MD-80        8             3              8           7
     MD-90        4             1             11           4
     MD-11        2             4              4           7

One  twin jet  delivery  in the  second  quarter  of  1997,  two of the twin jet
deliveries  in the first  quarter of each year and two of the 1996 first quarter
trijet  deliveries  were accounted for as operating  leases with minimal revenue
recorded on such transactions at the time of delivery.

         McDonnell Douglas received one MD-11 trijet order in the second quarter
of 1997. On June 30, 1997,  McDonnell  Douglas had firm orders for 21 MD-80 twin
jets, 96 MD-90 twin jets, 50 MD-95 twin jets, and 17 MD-11 trijets.

                                       3
<PAGE>

         Operating earnings in the financial services and other segment were $23
million  for the second  quarter  and $45  million in the 1997 first six months,
compared  with $14  million  and $34  million,  respectively,  in the 1996  same
periods.  Revenues in this segment were up $10 million during the quarter to $97
million  and were $198  million  for the first six months of 1997,  $24  million
higher than in the first six months of 1996.  The  earnings  and revenue  growth
reflects  the  corporation's  continued  focus on  growing  this  segment of its
business.

         Interest  expense  totaled $21  million in the second  quarter of 1997,
down from $31  million  in the  second  quarter of 1996.  The  decrease  in 1997
largely reflects  interest  reductions  associated with favorable  resolution of
prior years' state tax issues.

         Pension  income  totaled  $39  million  in the second  quarter  and $79
million in the 1997 first six months,  compared with $33 million and $65 million
in the same periods of 1996.  The increase is associated  with a higher level of
plan assets.

         McDonnell  Douglas had firm backlog of $21.9  billion on June 30, 1997,
compared with $23.7 billion on Dec. 31, 1996. Total backlog was $42.2 billion on
June 30, 1997, compared with $44.4 billion on Dec. 31, 1996.

     Total employment at McDonnell Douglas was 64,322 on June 30, 1997, compared
to 63,873 on Dec. 31, 1996.



                                       4
<PAGE>

MCDONNELL  DOUGLAS  CORPORATION  CONSOLIDATED  STATEMENT OF EARNINGS (Amounts in
millions, except per share data)

                                               Quarter Ended
                                                  June 30
                                              1997        1996
                                            --------    --------
                                                 Unaudited

Revenues                                    $ 3,559     $ 3,264

Costs and Expenses:
  Cost of products, services and
    rentals                                   2,926       2,640
  General and administrative expenses           187         177
  Research and development                       97          91
  Interest expense:
    Aerospace segments                           21          31
    Financial services and other
      segment                                    33          32
                                            --------    --------
Total costs and expenses                      3,264       2,971
                                            --------    --------
Earnings Before Income Taxes                    295         293

Income taxes                                    100         105
                                            --------    --------
Net Earnings                                $   195     $   188
                                            ========    ========
Earnings Per Share                          $   .93     $   .87
                                            ========    ========
Dividends Declared Per Share                $   .12     $   .12
                                            ========    ========
Weighted-average Shares Outstanding           210.0       217.9
                                            ========    ========



                                       5
<PAGE>

MCDONNELL  DOUGLAS  CORPORATION  CONSOLIDATED  STATEMENT OF EARNINGS (Amounts in
millions, except per share data)

                                              Six Months Ended
                                                  June 30
                                              1997        1996
                                            --------    --------
                                                 Unaudited

Revenues                                    $ 6,789     $ 6,435

Costs and Expenses:
  Cost of products, services and
    rentals                                   5,533       5,177
  General and administrative expenses           358         346
  Research and development                      191         179
  Interest expense:
    Aerospace segments                           56          62
    Financial services and other
      segment                                    68          62
                                            --------    --------
Total costs and expenses                      6,206       5,826
                                            --------    --------
Earnings Before Income Taxes                    583         609

Income taxes                                    207         223
                                            --------    --------
Net Earnings                               $    376     $   386
                                            ========    ========
Earnings Per Share                          $  1.79     $  1.76
                                            ========    ========
Dividends Declared Per Share                $   .24     $   .24
                                            ========    ========
Weighted-average Shares Outstanding           209.9       220.1
                                            ========    ========


                                       6
<PAGE>


MCDONNELL DOUGLAS CORPORATION
BUSINESS SEGMENT DATA
(Millions of dollars)
                                               Quarter Ended
                                                  June 30
                                              1997        1996
                                            --------    --------
                                                 Unaudited

Revenues
  Military aircraft                         $ 2,065     $ 1,923
  Commercial aircraft                           805         722
  Missiles, space and electronic
    systems                                     587         529
  Financial services and other                   97          87
                                            --------    --------
    Operating revenues                        3,554       3,261

  Non-operating income                            5           3
                                            --------    --------
Total Revenues                              $ 3,559     $ 3,264
                                            ========    ========
Earnings
  Military aircraft                         $   238     $   243
  Commercial aircraft                            14          18
  Missiles, space and electronic
    systems                                      45          53
  Financial services and other                   23          14
                                            --------    --------
    Operating earnings                          320         328

  Corporate and other                            (4)         (4)
  Interest expense                              (21)        (31)
  Income tax expense                           (100)       (105)
                                            --------    --------
Net Earnings                                $   195     $   188
                                            ========    ========

Operating earnings of the financial services and other segment have been reduced
by interest expense, an operating expense of that segment.



                                       7
<PAGE>

MCDONNELL DOUGLAS CORPORATION
BUSINESS SEGMENT DATA
(Millions of dollars)
                                              Six Months Ended
                                                  June 30
                                              1997        1996
                                            --------    --------
                                                 Unaudited

Revenues
  Military aircraft                         $ 4,011     $ 3,962
  Commercial aircraft                         1,429       1,150
  Missiles, space and electronic
    systems                                   1,140       1,137
  Financial services and other                  198         174
                                            --------    --------
    Operating revenues                        6,778       6,423

  Non-operating income                           11          12
                                            --------    --------
Total Revenues                              $ 6,789     $ 6,435
                                            ========    ========
Earnings
  Military aircraft                         $   497     $   493
  Commercial aircraft                            18          37
  Missiles, space and electronic
    systems                                      81         111
  Financial services and other                   45          34
                                            --------    --------
    Operating earnings                          641         675

  Corporate and other                            (2)         (4)
  Interest expense                              (56)        (62)
  Income tax expense                           (207)       (223)
                                            --------    --------
Net Earnings                                $   376     $   386
                                            ========    ========

Operating earnings of the financial services and other segment have been reduced
by interest expense, an operating expense of that segment.



                                       8
<PAGE>

MCDONNELL DOUGLAS CORPORATION
BALANCE SHEET
(Millions of dollars)
                                    McDonnell Douglas Corporation
                                    and Consolidated Subsidiaries
                                    -----------------------------
                                           June 30    December 31
                                            1997         1996
                                          --------     ----------
                                          Unaudited
ASSETS

Cash and cash equivalents                 $   167      $ 1,094
Accounts receivable                           942          882
Finance receivables and property
  on lease                                  3,305        3,090
Contracts in process and inventories        3,980        3,486
Prepaid income taxes                            -            -
Property, plant and equipment               1,494        1,453
Investment in Financial Services                -            -
Other assets                                1,740        1,626
                                          --------     --------
    TOTAL ASSETS                          $11,628      $11,631
                                          ========     ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
  Accounts payable and accrued expenses   $ 2,472      $ 2,595
  Accrued retiree benefits                  1,109        1,109
  Income taxes                                111           83
  Advances and billings in excess
    of related costs                        1,449        1,310
  Notes payable and long-term debt
    Aerospace segments                      1,168        1,438
    Financial services and other segment    1,877        1,995
                                          --------     --------
                                            8,186        8,530

Minority Interest                              63           63

Shareholders' Equity                        3,379        3,038
                                          --------     --------
    TOTAL LIABILITIES AND
       SHAREHOLDERS' EQUITY               $11,628      $11,631
                                          ========     ========




                                       9
<PAGE>

                                                MDC Aerospace
                                         ------------------------
                                          June 30     December 31
                                             1997         1996
                                         -----------  -----------
                                          Unaudited
ASSETS

Cash and cash equivalents                 $   152      $ 1,077
Accounts receivable                         1,024          964
Finance receivables and property
  on lease                                    544          254
Contracts in process and inventories        3,980        3,486
Prepaid income taxes                          273          278
Property, plant and equipment               1,435        1,391
Investment in Financial Services              413          383
Other assets                                1,652        1,535
                                          --------     --------
    TOTAL ASSETS                          $ 9,473      $ 9,368
                                          ========     ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Accounts payable and accrued expenses   $ 2,375      $ 2,470
  Accrued retiree benefits                  1,109        1,109
  Advances and billings in excess
    of related costs                        1,394        1,265
  Notes payable and long-term debt
    Aerospace segments                      1,153        1,423
    Financial services and other segment        -            -
                                          --------     --------
                                            6,031        6,267

Minority Interest                              63           63

Shareholders' Equity                        3,379        3,038
                                          --------     --------
    TOTAL LIABILITIES AND
       SHAREHOLDERS' EQUITY               $ 9,473      $ 9,368
                                          ========     ========



                                       10
<PAGE>

                                             Financial Services
                                           ----------------------
                                            June 30   December 31
                                             1997        1996
                                           --------   -----------
                                           Unaudited
ASSETS

Cash and cash equivalents                  $    15     $    17
Accounts receivable                              -           -
Finance receivables and property
  on lease                                   2,761       2,836
Contracts in process and inventories             -           -
Property, plant and equipment                   59          62
Investment in Financial Services                 -           -
Other assets                                    88          91
                                           --------    --------
    TOTAL ASSETS                           $ 2,923     $ 3,006
                                           ========    ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
  Accounts payable and accrued expenses    $   179     $   207
  Accrued retiree benefits                       -           -
  Income taxes                                 384         361
  Advances and billings in excess
    of related costs                            55          45
  Notes payable and long-term debt
    Aerospace segments                          15          15
    Financial services and other segment     1,877       1,995
                                           --------    --------
                                             2,510       2,623

Shareholders' Equity                           413         383
                                           --------    --------
    TOTAL LIABILITIES AND
       SHAREHOLDERS' EQUITY                $ 2,923     $ 3,006
                                           ========    ========

As used on this page, "MDC Aerospace"  represents the consolidation of McDonnell
Douglas  Corporation and its subsidiaries other than McDonnell Douglas Financial
Services  Corporation (MDFS) and McDonnell Douglas Realty Company (MDRC),  which
are  presented  on  a  one-line  basis  as  Investment  in  Financial  Services.
"Financial  Services"  means  MDFS  and  all of its  affiliates  and  associated
companies and MDRC.  Transactions  between MDC Aerospace and Financial  Services
have been eliminated from the "McDonnell  Douglas  Corporation and  Consolidated
Subsidiaries" columns.

                                       11
<PAGE>


MCDONNELL DOUGLAS CORPORATION
(Amounts in millions, except for ratios and deliveries)


CAPITAL STRUCTURE

                                         June 30, 1997
                             ------------------------------------
                                           Unaudited

                                           Financial
                                           Services
                             Aerospace     and Other
                             Segments       Segment        Total
                             ---------     ---------     --------
Debt                          $1,168        $1,877        $3,045
                             =======       =======       =======
Equity                        $2,966        $  413        $3,379
                             =======       =======       =======
Debt-to-equity ratio             .39          4.54
                             =======       =======
Common Shares outstanding                                  210.0
                                                         =======

                                       December 31, 1996
                             ------------------------------------
                                           Financial
                                           Services
                             Aerospace     and Other
                             Segments       Segment        Total
                             ---------     ---------     --------
Debt                          $1,438        $1,995        $3,433
                             =======       =======       =======
Equity                        $2,655        $  383        $3,038
                             =======       =======       =======
Debt-to-equity ratio             .54          5.21
                             =======       =======
Common Shares outstanding                                  209.6
                                                         =======

COMMERCIAL AIRCRAFT DELIVERIES

                 Three Months Ended        Six Months Ended
                      June 30                  June 30
                  1997       1996          1997       1996
                 ------     ------        ------     ------
  MD-80             8          3             8          7
  MD-90             4          1            11          4
  MD-11             2          4             4          7

                                       12
<PAGE>


MCDONNELL DOUGLAS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Millions of dollars)

                                               Six Months Ended
                                                   June 30
                                               1997        1996
                                             --------    --------
                                                   Unaudited
OPERATING ACTIVITIES
  Net earnings                               $   376     $   386
  Adjustments to reconcile net earnings
    to net cash provided (used)by
    operating activities:
      Depreciation and amortization              131         130
      Pension income                             (79)        (65)
      Changes in other operating assets and
        liabilities                             (528)       (252)
                                             --------   --------
    NET CASH PROVIDED (USED) BY OPERATING
      ACTIVITIES                                (100)        199

INVESTING ACTIVITIES
  Property, plant and equipment acquired        (135)        (87)
  Finance receivables and property on
    lease                                       (251)       (318)
  Other                                           (3)         (6)
                                             --------   --------
    NET CASH USED BY INVESTING
      ACTIVITIES                                (389)       (411)

FINANCING ACTIVITIES
  Net change in borrowings (maturities
    90 days or less)                              12          33
  Debt having maturities more than
    90 days:
      New borrowings                              66         366
      Repayments                                (466)       (156)
  Common shares purchased                          -        (377)
  Dividends paid                                 (50)        (49)
                                             --------   --------
    NET CASH USED BY FINANCING
      ACTIVITIES                                (438)       (183)
                                             --------   --------
    DECREASE IN CASH AND CASH
      EQUIVALENTS                               (927)       (395)

Cash and cash equivalents at beginning
  of year                                      1,094         797
                                             --------   --------

Cash and cash equivalents at end of
  period                                     $   167     $   402
                                             ========   ========




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