What changed in this filing

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Item 1. Financial Statements

2024-07-31 compared with 2024-04-24 · 327 added, 141 removed, 696 unchanged (40% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations

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

(Dollars in millions, except per share data) Six months ended June 30 Three months ended June 30

2024 2023 2024 2023

Sales of products $ 26,792 $ 31,601 $ 13,524 $ 16,687

4 unchanged sentences

Total costs and expenses ( 30,330 ) ( 33,810 ) ( 15,637 ) ( 17,812 )

Income/(loss) from operating investments, net 67 ( 27 )

3,105 3,862 1,229 1,939

Income from operating investments, net 74 17 7 44

General and administrative expense ( 2,538 ) ( 2,590 ) ( 1,377 ) ( 1,286 )

Research and development expense, net ( 1,822 ) ( 1,538 ) ( 954 ) ( 797 )

Gain on dispositions, net 5 1 5 1

Loss from operations ( 1,176 ) ( 248 ) ( 1,090 ) ( 99 )

10 unchanged sentences

See Notes to the Condensed Consolidated Financial Statements.

Table of Cont ents

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Dollars in millions) Three months ended March 31

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

2024 2023 2024 2023

Net loss ($ 1,794 ) ($ 574 ) ($ 1,439 ) ($ 149 )

2 unchanged sentences

Derivative instruments:

Unrealized (losses)/gains arising during period, net of tax of $ 19 and ($ 5 )

Unrealized losses arising during period, net of tax of $ 22 , $ 7 , $ 3 and $ 12

( 76 ) ( 25 ) ( 11 ) ( 43 )

Reclassification adjustment for losses/(gains) included in net loss, net of tax of ($ 8 ), $ 1 , ($ 6 ) and $ 0

26 ( 2 ) 19 3

Total unrealized (loss)/gain on derivative instruments, net of tax

( 50 ) ( 27 ) 8 ( 40 )

Defined benefit pension plans and other postretirement benefits:

Net actuarial loss arising during the period, net of tax of $ 17 and $ 2

Amortization of actuarial losses/(gains) included in net periodic pension cost, net of tax of ($ 12 ) and $ 0

Amortization of prior service credits included in net periodic pension cost, net of tax of $ 12 and $ 6

Net actuarial (loss)/gain arising during the period, net of tax of $ 17 , $ 2 , $ 0 and $ 0

( 18 ) ( 6 ) 1 1

Amortization of actuarial losses/(gains) included in net periodic benefit cost, net of tax of ($ 20 ), $ 1 , ($ 8 ) and $ 1

26 ( 4 ) 15 ( 2 )

Amortization of prior service credits included in net periodic benefit cost, net of tax of $ 20 , $ 12 , $ 8 and $ 6

( 26 ) ( 40 ) ( 15 ) ( 20 )

Pension and postretirement cost related to our equity method investments, net of tax of ($ 3 ), $ 0 , $ 0 and $ 0

1 unchanged sentence

Other comprehensive (loss)/income, net of tax

( 87 ) ( 67 ) 20 ( 67 )

Comprehensive loss, net of tax ( 1,881 ) ( 641 ) ( 1,419 ) ( 216 )

Comprehensive loss related to noncontrolling interest

( 12 ) ( 11 )

Comprehensive loss attributable to Boeing Shareholders, net of tax ($ 1,869 ) ($ 630 ) ($ 1,419 ) ($ 216 )

See Notes to the Condensed Consolidated Financial Statements.

Table of Cont ents

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Financial Position

(Dollars in millions, except per share data) March 31

(Dollars in millions, except per share data) June 30

2024 December 31

41 unchanged sentences

See Notes to the Condensed Consolidated Financial Statements.

Table of Cont ents

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Dollars in millions) Three months ended March 31

(Dollars in millions) Six months ended June 30

Cash flows – operating activities:

Net loss ($ 1,794 ) ($ 574 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash (used)/provided by operating activities:

Non-cash items –

3 unchanged sentences

Investment/asset impairment charges, net 34 12

Gain on dispositions, net ( 5 ) ( 1 )

Other charges and credits, net ( 34 ) 30

11 unchanged sentences

Financing receivables and operating lease equipment, net 149 419

Net cash used by operating activities ( 3,362 ) ( 318 )

Net cash (used)/provided by operating activities ( 7,285 ) 2,557

Cash flows – investing activities:

1 unchanged sentence

Proceeds from disposals of property, plant and equipment 30 13

Acquisitions, net of cash acquired ( 50 )

Contributions to investments ( 1,617 ) ( 9,496 )

Proceeds from investments 3,173 5,567

Supplier notes receivable ( 486 ) ( 162 )

Purchase of distribution rights ( 88 )

Other ( 17 ) 4

Net cash provided/(used) by investing activities 2,074 ( 1,823 )

Net cash used by investing activities ( 26 ) ( 4,838 )

Cash flows – financing activities:

3 unchanged sentences

Employee taxes on certain share-based payment arrangements ( 67 ) ( 48 )

Net cash used by financing activities ( 4,462 ) ( 1,680 )

Other ( 3 ) ( 4 )

Net cash provided/(used) by financing activities 5,538 ( 5,093 )

Effect of exchange rate changes on cash and cash equivalents ( 25 ) 2

5 unchanged sentences

See Notes to the Condensed Consolidated Financial Statements.

Table of Cont ents

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Equity

For the three months ended March 31, 2024 and 2023

For the six months ended June 30, 2024 and 2023

Boeing shareholders

6 unchanged sentences

Net loss ( 563 ) ( 11 ) ( 574 )

Other comprehensive income, net of tax of $ 4

Other comprehensive loss, net of tax of $ 23

( 67 ) ( 67 )

Share-based compensation 381 381

3 unchanged sentences

Treasury shares issued for 401(k) contribution 350 512 862

Balance at March 31, 2023 $ 5,061 $ 10,298 ($ 50,376 ) $ 29,059 ($ 9,550 ) $ 24 ($ 15,484 )

Subsidiary shares purchased from noncontrolling interests

( 267 ) ( 267 )

Balance at June 30, 2023 $ 5,061 $ 10,310 ($ 50,181 ) $ 28,910 ($ 9,617 ) $ 24 ($ 15,493 )

Balance at January 1, 2024 $ 5,061 $ 10,309 ($ 49,549 ) $ 27,251 ($ 10,305 ) $ 5 ($ 17,228 )

6 unchanged sentences

Treasury shares issued for 401(k) contribution 332 621 953

Balance at March 31, 2024 $ 5,061 $ 10,539 ($ 49,105 ) $ 26,908 ($ 10,412 ) ($ 7 ) ($ 17,016 )

Other changes in noncontrolling interests 1 1

Balance at June 30, 2024 $ 5,061 $ 10,727 ($ 48,841 ) $ 25,469 ($ 10,392 ) ($ 6 ) ($ 17,982 )

See Notes to the Condensed Consolidated Financial Statements.

Table of Cont ents

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Equity

For the three months ended June 30, 2024 and 2023

Boeing shareholders

(Dollars in millions, except per share data) Common

Stock Additional

Capital Treasury Stock Retained

Earnings Accumulated Other Comprehensive Loss Non-

Interests Total

Balance at April 1, 2023 $ 5,061 $ 10,298 ($ 50,376 ) $ 29,059 ($ 9,550 ) $ 24 ($ 15,484 )

( 149 ) ( 149 )

Other comprehensive loss, net of tax of $ 19

( 67 ) ( 67 )

Share-based compensation 159 159

Treasury shares issued for stock options exercised, net

Treasury shares issued for other share-based plans, net

Treasury shares issued for 401(k) contribution 127 182 309

Subsidiary shares purchased from noncontrolling interests

( 267 ) ( 267 )

Balance at June 30, 2023 $ 5,061 $ 10,310 ($ 50,181 ) $ 28,910 ($ 9,617 ) $ 24 ($ 15,493 )

Balance at April 1, 2024 $ 5,061 $ 10,539 ($ 49,105 ) $ 26,908 ($ 10,412 ) ($ 7 ) ($ 17,016 )

Net loss ( 1,439 ) ( 1,439 )

Other comprehensive income, net of tax of ($ 3 )

Share-based compensation 89 89

Treasury shares issued for other share-based plans, net ( 6 ) 22 16

Treasury shares issued for 401(k) contribution 105 242 347

Other changes in noncontrolling interests

Balance at June 30, 2024 $ 5,061 $ 10,727 ($ 48,841 ) $ 25,469 ($ 10,392 ) ($ 6 ) ($ 17,982 )

See Notes to the Condensed Consolidated Financial Statements.

Table of Cont ents

The Boeing Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Summary of Business Segment Data

(Dollars in millions) Three months ended March 31

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

2024 2023 2024 2023

Commercial Airplanes $ 10,656 $ 15,544 $ 6,003 $ 8,840

7 unchanged sentences

Global Services 1,786 1,703 870 856

Segment operating (loss)/earnings ( 76 ) 20

Segment operating loss ( 834 ) ( 34 ) ( 758 ) ( 54 )

Unallocated items, eliminations and other ( 946 ) ( 796 ) ( 634 ) ( 336 )

10 unchanged sentences

See Note 19 for further segment results.

Table of Cont ents

The Boeing Company and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

(Dollars in millions, except otherwise stated)

(Dollars in millions, except per share amounts or as otherwise stated)

Note 1 – Basis of Presentation

1 unchanged sentence

In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation are reflected in the interim financial statements.

The results of operations for the period ended March 31, 2024 are not necessarily indicative of the operating results for the full year.

The results of operations for the period ended June 30, 2024, are not necessarily indicative of the operating results for the full year.

The interim financial statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in our 2023 Annual Report on Form 10-K.

We added a new financial statement line item to the Condensed Consolidated Statements of Cash Flows for cash invested in Supplier notes receivable and reclassified the corresponding amounts in the prior period financial statements to conform to the current period presentation.

Use of Estimates

2 unchanged sentences

Actual results could differ from those estimates.

We performed our annual goodwill impairment test as of April 1, 2024, using a qualitative assessment.

We determined the fair value of each of our reporting units substantially exceeded their respective carrying values.

Long-term Contracts

4 unchanged sentences

The table below reflects the impact of net cumulative catch-up adjustments for changes in estimated revenues and costs at completion across all long-term contracts, including the impact to Loss from operations from changes in estimated losses on unexercised options.

(In millions - except per share amounts) Three months ended March 31

(In millions - except per share amounts) Six months ended June 30 Three months ended June 30

2024 2023 2024 2023

Decrease to Revenue ($ 965 ) ($ 782 ) ($ 747 ) ($ 470 )

3 unchanged sentences

($ 2.62 ) ($ 1.43 ) ($ 2.06 ) ($ 0.51 )

Note 2 – Spirit Acquisition

On June 30, 2024, we entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which we have agreed to acquire Spirit AeroSystems Holdings, Inc.

(Spirit) in an all-stock transaction at

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an equity value of approximately $ 4,700 , or $ 37.25 per share of Spirit Class A Common Stock.

The transaction will include the assumption of Spirit's net debt at closing.

Each share of Spirit common stock will be exchanged for a number of shares of Boeing common stock equal to an exchange ratio between 0.18 and 0.25 , calculated as $ 37.25 divided by the volume weighted average share price of Boeing shares over the 15 -trading-day period ending on the second trading day prior to the closing (subject to a floor of $ 149.00 per share and a ceiling of $ 206.94 per share).

Spirit stockholders will receive 0.25 Boeing shares for each of their Spirit shares if the volume-weighted average price is at or below $ 149.00 , and 0.18 Boeing shares for each of their Spirit shares if the volume-weighted average price is at or above $ 206.94 per share.

Boeing's acquisition of Spirit will include substantially all Boeing-related commercial operations, as well as certain other operations.

Spirit has also entered into a binding term sheet with Airbus SE (Airbus) setting forth the terms upon which Airbus will, assuming the parties enter into definitive agreements and receive all required regulatory approvals, acquire certain commercial work packages that Spirit performs for Airbus concurrently with the closing of the Boeing-Spirit merger.

In addition, Spirit is proposing to sell certain of its operations, including those in Belfast, Northern Ireland (non-Airbus operations);

Prestwick, Scotland;

Subang, Malaysia;

Biddeford, Maine;

and Woonsocket, Rhode Island.

The transaction is expected to close mid-2025 and is subject to the sale of the Spirit operations related to certain Airbus commercial work packages and the satisfaction of customary closing conditions, including regulatory and Spirit stockholder approvals.

The Merger Agreement contains certain termination rights, including that either Boeing or Spirit may terminate the Merger Agreement if, subject to certain limitations, the transaction has not been consummated by March 31, 2025 (subject to three automatic three-month extensions if on each such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived) (the Outside Date).

Additionally, Spirit may terminate the Merger Agreement under specified circumstances to accept an unsolicited Superior Proposal (as defined in the Merger Agreement) from a third party, and we may terminate the Merger Agreement if, before Spirit stockholder approval has been obtained, the Spirit Board of Directors changes its recommendation that Spirit’s stockholders adopt the Merger Agreement.

The Merger Agreement provides that Spirit will be required to pay Boeing a termination fee of $ 150 if the Merger Agreement is terminated under specified circumstances in which the Spirit Board of Directors changes its recommendation that Spirit’s stockholders adopt the Merger Agreement, Spirit terminates the Merger Agreement in order to accept a Superior Proposal as set forth in the Merger Agreement, or Spirit consummates a Qualifying Transaction (as defined in the Merger Agreement) following the termination of the Merger Agreement.

The Merger Agreement also provides that we will be required to pay Spirit a termination fee of $ 300 if the Merger Agreement is terminated by Spirit or Boeing under certain specified circumstances as a result of the parties' failure to obtain the required regulatory approvals by the Outside Date or in the event that any law or order related to the required regulatory approvals or any applicable antitrust law or foreign investment law prohibits the consummation of the Merger.

Note 3 – Earnings Per Share

2 unchanged sentences

Participating securities and common shares have equal rights to undistributed earnings.

Basic earnings per share is calculated by taking net earnings attributable to Boeing Shareholders, less earnings available to participating securities, divided by the basic weighted average common shares outstanding.

Basic earnings per share is calculated by taking net earnings attributable to Boeing Shareholders, less

Table of Cont ents

earnings available to participating securities, divided by the basic weighted average common shares outstanding.

Diluted earnings per share is calculated by taking net earnings attributable to Boeing Shareholders, less earnings available to participating securities, divided by the diluted weighted average common shares outstanding.

1 unchanged sentence

The elements used in the computation of Basic and Diluted loss per share were as follows:

(In millions - except per share amounts) Three months ended March 31

(In millions - except per share amounts) Six months ended June 30 Three months ended June 30

2024 2023 2024 2023

Net loss attributable to Boeing Shareholders ($ 1,782 ) ($ 563 ) ($ 1,439 ) ($ 149 )

3 unchanged sentences

Basic weighted average shares outstanding

614.8 603.9 616.6 605.5

participating securities (1)

0.3 0.3 0.3 0.3

Basic weighted average common shares outstanding

614.5 603.6 616.3 605.2

Diluted weighted average shares outstanding

614.8 603.9 616.6 605.5

participating securities (1)

0.3 0.3 0.3 0.3

Diluted weighted average common shares outstanding

614.5 603.6 616.3 605.2

Net loss per share:

3 unchanged sentences

The following table represents potential common shares that were not included in the computation of Diluted loss per share because the effect was antidilutive based on their strike price or the performance condition was not met.

(Shares in millions) Three months ended March 31

(Shares in millions) Six months ended June 30 Three months ended June 30

2024 2023 2024 2023

Performance restricted stock units 0.6 0.7

1 unchanged sentence

Stock options 0.8 0.8 0.8 0.8

In addition, potential common shares of 3.1 million and 5.3 million for the three months ended March 31, 2024 and 2023 were excluded from the computation of Diluted loss per share, because the effect would have been antidilutive as a result of incurring a net loss in those periods.

In addition, potential common shares of 2.9 million and 5.4 million for the six months ended June 30, 2024 and 2023 and 2.7 million and 5.5 million for the three months ended June 30, 2024 and 2023 were excluded from the computation of Diluted loss per share, because the effect would have been antidilutive as a result of incurring a net loss in those periods.

Note 4 – Income Taxes

1 unchanged sentence

Our 2024 estimated annual effective tax rate is primarily driven by taxes on non-U.S.

The effective tax rates were 6.1 % and 14.3 % for the three months ended March 31, 2024 and 2023, and differ from the estimated annual effective tax rates primarily due to discrete increases in the domestic valuation allowance.

As of December 31, 2023, the Company had recorded valuation allowances of $ 4,550 primarily for certain domestic deferred tax assets, and certain domestic net operating losses, tax credit and interest carryforwards.

To measure the valuation allowance, the Company estimated in what year each of its

deferred tax assets and liabilities would reverse using systematic and logical methods to estimate the reversal patterns.

The effective tax rates were 5.2 % and 35.9 % for the six months ended June 30, 2024 and 2023.

The effective tax rate for the three months ended June 30, 2024, was 5.0 % and reflects additional tax expense to adjust prior quarter's results to the annual effective tax rate offset by discrete tax

Table of Cont ents

benefits of $ 335 recorded in the second quarter related to the settlement of the 2018-2020 federal tax audit, which is after an associated $ 155 valuation allowance expense.

As of December 31, 2023, we had recorded valuation allowances of $ 4,550 primarily for certain domestic deferred tax assets, and certain domestic net operating losses, tax credit and interest carryforwards.

To measure the valuation allowance, the Company estimated in what year each of its deferred tax assets and liabilities would reverse using systematic and logical methods to estimate the reversal patterns.

Based on these methods, deferred tax liabilities are assumed to reverse and generate taxable income over the next 5 to 10 years while deferred tax assets related to pension and other postretirement benefit obligations are assumed to reverse and generate tax deductions over the next 15 to 20 years.

The valuation allowance results from not having sufficient income from deferred tax liability reversals in the appropriate future periods to support the realization of deferred tax assets.

The total amount of unrecognized tax benefits of $ 1,131 as of December 31, 2023, decreased by $ 625 in the second quarter due to the settlement of the 2018-2020 federal tax audit, as discussed above.

Federal income tax audits have been settled for all years prior to 2021.

The Internal Revenue Service is currently auditing the 2018-2020 tax years.

The Internal Revenue Service is expected to begin the 2021-2023 federal tax audit in the second quarter of 2025.

We are also subject to examination in major state and international jurisdictions for the 2010-2022 tax years.

We believe appropriate provisions for all outstanding tax issues have been made for all jurisdictions and all open years.

Audit outcomes and the timing of audit settlements are subject to significant uncertainty.

It is reasonably possible that within the next 12 months, unrecognized tax benefits related to federal tax matters under audit may decrease by up to $ 620 based on current estimates.

Note 5 – Allowances for Losses on Financial Assets

The changes in allowances for expected credit losses for the three months ended March 31, 2024 and 2023 consisted of the following:

The changes in allowances for expected credit losses for the six months ended June 30, 2024 and 2023, consisted of the following:

Accounts receivable Unbilled receivables Other current assets Financing receivables

4 unchanged sentences

Recoveries 2 2

Balance at March 31, 2023

Balance at June 30, 2023

($ 95 ) ($ 21 ) ($ 66 ) ($ 53 ) ($ 100 ) ($ 335 )

3 unchanged sentences

Recoveries 1 1

Balance at March 31, 2024

Balance at June 30, 2024

($ 96 ) ($ 20 ) ($ 41 ) ($ 16 ) ($ 169 ) ($ 342 )

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Note 6 – Inventories

6 unchanged sentences

Total $ 85,661 $ 79,741

(1) Capitalized precontract costs at March 31, 2024 and December 31, 2023 included amounts related to KC-46A Tanker, Commercial Crew, and T-7A Red Hawk Production Options.

(1) Capitalized precontract costs at June 30, 2024 and December 31, 2023, included amounts related to T-7A Red Hawk Production Options, Commercial Crew, and KC-46A Tanker.

Commercial Aircraft Programs

At March 31, 2024 and December 31, 2023, commercial aircraft programs inventory included the following amounts related to the 737 program:

At June 30, 2024 and December 31, 2023, commercial aircraft programs inventory included the following amounts related to the 737 program:

deferred production costs of $ 7,638 and $ 6,011 and unamortized tooling and other non-recurring costs of $ 880 and $ 792 .

At March 31, 2024, $ 7,635 of 737 deferred production costs, unamortized tooling and other non-recurring costs are expected to be recovered from units included in the program accounting quantity that have firm orders, and $ 31 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

At March 31, 2024 and December 31, 2023, commercial aircraft programs inventory included the following amounts related to the 777X program:

$ 5,337 and $ 4,638 of work in process, $ 2,160 and $ 1,792 of deferred production costs and $ 4,139 and $ 4,063 of unamortized tooling and other non-recurring costs.

We expensed abnormal production costs of $ 126 during the three months ended March 31, 2023.

In the fourth quarter of 2023, the 777X program resumed production, and as a result, there were no abnormal production costs during the three months ended March 31, 2024.

At March 31, 2024 and December 31, 2023, commercial aircraft programs inventory included the following amounts related to the 787 program:

At June 30, 2024, $ 8,480 of 737 deferred production costs, unamortized tooling and other non-recurring costs are expected to be recovered from units included in the program accounting quantity that have firm orders, and $ 38 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

At June 30, 2024 and December 31, 2023, commercial aircraft programs inventory included the following amounts related to the 777X program:

$ 6,072 and $ 4,638 of work in process (including deferred production costs of $ 2,612 and $ 1,792 ) and $ 4,218 and $ 4,063 of unamortized tooling and other non-recurring costs.

We expensed abnormal production costs of $ 262 during the six months ended June 30, 2023.

In the fourth quarter of 2023, the 777X program resumed production, and as a result, there were no abnormal production costs during the six months ended June 30, 2024.

At June 30, 2024 and December 31, 2023, commercial aircraft programs inventory included the following amounts related to the 787 program:

deferred production costs of $ 12,336 and $ 12,384 , $ 1,563 and $ 1,764 of supplier advances, and $ 1,441 and $ 1,480 of unamortized tooling and other non-recurring costs.

At March 31, 2024, $ 11,601 of 787 deferred production costs, unamortized tooling and other non-recurring costs are expected to be recovered from units included in the program accounting quantity that have firm orders, and $ 1,949 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

We expensed abnormal production costs of $ 80 and $ 379 during the three months ended March 31, 2024 and 2023.

Commercial aircraft programs inventory included amounts credited in cash or other consideration (early issue sales consideration) to airline customers totaling $ 4,558 and $ 4,126 at March 31, 2024 and December 31, 2023.

At June 30, 2024, $ 11,618 of 787 deferred production costs, unamortized tooling and other non-recurring costs are expected to be recovered from units included in the program accounting quantity that have firm orders, and $ 2,159 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

We expensed abnormal production costs of $ 157 and $ 693 during the six months ended June 30, 2024 and 2023.

Commercial aircraft programs inventory included amounts credited in cash or other consideration (early issue sales consideration) to airline customers totaling $ 4,546 and $ 4,126 at June 30, 2024 and December 31, 2023.

Note 7 – Contracts with Customers

Unbilled receivables increased from $ 8,317 at December 31, 2023 to $ 9,673 at March 31, 2024, primarily driven by revenue recognized at BDS in excess of billings.

Advances and progress billings increased from $ 56,328 at December 31, 2023 to $ 58,972 at March 31, 2024, primarily driven by advances on orders received at Commercial Airplanes (BCA), partially offset by revenue recognized at BDS.

Revenues recognized during the three months ended March 31, 2024 and 2023 from amounts recorded as Advances and progress billings at the beginning of each year were $ 4,181 and $ 3,881 .

Unbilled receivables increased from $ 8,317 at December 31, 2023, to $ 9,660 at June 30, 2024, primarily driven by revenue recognized at BDS in excess of billings.

Advances and progress billings increased from $ 56,328 at December 31, 2023, to $ 58,151 at June 30, 2024, primarily driven by advances on orders received at Commercial Airplanes (BCA).

Revenues recognized during the six months ended June 30, 2024 and 2023, from amounts recorded as Advances and progress billings at the beginning of each year were $ 7,877 and $ 7,885 .

Revenues recognized during the three months ended June 30, 2024 and 2023, from amounts recorded as Advances and progress billings at the beginning of each year were $ 3,696 and $ 4,004 .

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Note 8 – Financing Receivables and Operating Lease Equipment

10 unchanged sentences

Certain leases include provisions to allow the lessee to purchase the underlying aircraft at a specified price.

At March 31, 2024 and December 31, 2023, $ 34 and $ 44 were determined to be uncollectible financing receivables and placed on non-accrual status.

The allowance for losses on receivables decreased primarily due to cash collections during the three months ended March 31, 2024.

At June 30, 2024 and December 31, 2023, $ 14 and $ 44 were determined to be uncollectible financing receivables and placed on non-accrual status.

The allowance for losses on financing receivables decreased primarily due to cash collections during the six months ended June 30, 2024.

The components of investment in sales-type leases consisted of the following:

5 unchanged sentences

Total $ 461 $ 556

Financing interest income received for the three months ended March 31, 2024 and 2023 was $ 2 and $ 4 .

Our financing receivable balances at March 31, 2024 by internal credit rating category and year of origination consisted of the following:

Financing interest income received for the six months ended June 30, 2024 and 2023, was $ 4 and $ 62 .

Financing interest income received for the three months ended June 30, 2024 and 2023, was $ 2 and $ 58 .

Our financing receivable balances at June 30, 2024 by internal credit rating category and year of origination consisted of the following:

Rating categories Current 2023 2022 2021 2020 Prior Total

1 unchanged sentence

Total carrying value of financing receivables $ 10 $ 70 $ 30 $ 204 $ 97 $ 139 $ 550

At March 31, 2024, our allowance for losses related to receivables with ratings of CCC, B and BBB.

At June 30, 2024, our allowance for losses related to receivables with ratings of CCC, B and BBB.

We applied default rates that averaged 100.0 %, 0.0 % and 0.4 %, respectively, to the exposure associated with those receivables.

Table of Cont ents

Financing Receivables Exposure

7 unchanged sentences

Operating lease equipment primarily includes large commercial jet aircraft.

Lease income recorded in Sales of services on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 included $ 10 and $ 15 of interest income from sales-type leases and $ 18 and $ 11 from operating lease payments.

Profit at the commencement of sales-type leases was recorded in Sales of services for the three months ended March 31, 2024 and 2023 in the amount of $ 0 and $ 12 .

Lease income recorded in Sales of services on the Condensed Consolidated Statements of Operations for the six months ended June 30, 2024 and 2023, included $ 21 and $ 29 of interest income from sales-type leases and $ 32 and $ 27 from operating lease payments.

Lease income recorded in Sales of services on the Condensed Consolidated Statements of Operations for the three months ended June 30, 2024 and 2023, included $ 11 and $ 14 of interest income from sales-type leases and $ 14 and $ 16 from operating lease payments.

Variable lease payments for sales-type leases recognized in interest income for the six and three months ended June 30, 2024 and 2023, were insignificant.

Variable lease payments on operating leases for the six and three months ended June 30, 2024 and 2023, were insignificant.

Profit at the commencement of sales-type leases was recorded in Sales of services for the six months ended June 30, 2024 and 2023, in the amount of $ 4 and $ 20 .

Profit at commencement of sales-type leases was recorded in Sales of services for the three months ended June 30, 2024 and 2023, was $ 4 and $ 8 .

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Note 9 – Investments

9 unchanged sentences

(1) Primarily included in Short-term and other investments on our Condensed Consolidated Statements of Financial Position.

(2) Dividends received were $ 20 and $ 0 during the three months ended March 31, 2024 and 2023.

(2) Dividends received were $ 37 and $ 17 during the six and three months ended June 30, 2024 and $ 5 during the same periods in prior year.

(3) Reflects amounts restricted in support of our workers’ compensation programs and insurance premiums.

Contributions to investments and Proceeds from investments on our Condensed Consolidated Statements of Cash Flows primarily relate to time deposits and available-for-sale debt investments.

Cash used for the purchase of time deposits during the three months ended March 31, 2024 and 2023 was $ 90 and $ 3,435 .

Cash proceeds from the maturities of time deposits during the three months ended March 31, 2024 and 2023 were $ 2,740 and $ 2,095 .

Cash used for the purchase of time deposits during the six months ended June 30, 2024 and 2023, was $ 1,298 and $ 9,165 .

Cash proceeds from the maturities of time deposits during the six months ended June 30, 2024 and 2023, were $ 2,845 and $ 5,274 .

Allowance for losses on available-for-sale debt investments are assessed quarterly.

All instruments are considered investment grade, and we have not recognized an allowance for credit losses as of March 31, 2024.

All instruments are considered investment grade, and we have not recognized an allowance for credit losses as of June 30, 2024.

Note 10 – Liabilities, Commitments and Contingencies

737 MAX Customer Concessions and Other Considerations

During the three months ended March 31, 2024, we recorded an earnings charge of $ 443 , net of insurance recoveries, in connection with estimated considerations to customers for disruption related to the Alaska Airlines 737-9 accident and 737-9 grounding.

During the first quarter of 2024, we recorded an earnings charge of $ 443 , net of insurance recoveries, in connection with estimated considerations to customers for disruption related to the Alaska Airlines 737-9 accident and 737-9 grounding.

This charge is reflected in the financial statements as a reduction to revenue.

The following table summarizes changes in the 737 MAX customer concessions and other considerations liability during the three months ended March 31, 2024 and 2023.

The following table summarizes changes in the 737 MAX customer concessions and other considerations liability during the six months ended June 30, 2024 and 2023.

Beginning balance – January 1 $ 1,327 $ 1,864

Reductions for payments made ( 681 ) ( 273 )

Reductions for concessions and other in-kind considerations ( 221 ) ( 51 )

Changes in estimates 510 ( 26 )

Ending balance – March 31 $ 1,284 $ 1,723

At March 31, 2024, $ 430 of the liability balance remains subject to negotiations with customers, the majority of which we expect to pay in 2024.

Of the contracted amount, we expect to pay $ 332 in 2024, while the remaining amounts are primarily expected to be liquidated by lower customer delivery payments.

Ending balance – June 30 $ 935 $ 1,514

At June 30, 2024, $ 92 of the liability balance remains subject to negotiations with customers.

The contracted amount includes $ 208 expected to be paid in cash in 2024, while the remaining amounts are primarily expected to be liquidated by lower customer delivery payments.

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Environmental

The following table summarizes changes in environmental remediation liabilities during the three months ended March 31, 2024 and 2023.

The following table summarizes changes in environmental remediation liabilities during the six months ended June 30, 2024 and 2023.

Beginning balance – January 1 $ 844 $ 752

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Changes in estimates 27 72

Ending balance – March 31 $ 837 $ 788

Ending balance – June 30 $ 831 $ 800

The liabilities recorded represent our best estimate or the low end of a range of reasonably possible costs expected to be incurred to remediate sites, including operation and maintenance over periods of up to 30 years.

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There are some potential remediation obligations where the costs of remediation cannot be reasonably estimated.

At March 31, 2024 and December 31, 2023, the high end of the estimated range of reasonably possible remediation costs exceeded our recorded liabilities by $ 971 and $ 1,030 .

At June 30, 2024 and December 31, 2023, the high end of the estimated range of reasonably possible remediation costs exceeded our recorded liabilities by $ 964 and $ 1,030 .

Product Warranties

The following table summarizes changes in product warranty liabilities recorded during the three months ended March 31, 2024 and 2023.

The following table summarizes changes in product warranty liabilities recorded during the six months ended June 30, 2024 and 2023.

Beginning balance – January 1 $ 2,448 $ 2,275

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Changes in estimates ( 8 ) 338

Ending balance – March 31 $ 2,395 $ 2,175

Ending balance – June 30 $ 2,255 $ 2,526

Commercial Aircraft Trade-In Commitments

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Trade-in commitments, which can be terminated by mutual consent with the customer, may be exercised only during the period specified in the agreement, and require advance notice by the customer.

Trade-in commitment agreements at March 31, 2024 have expiration dates from 2024 through 2030.

At March 31, 2024 and December 31, 2023 total contractual trade-in commitments were $ 1,426 and $ 1,415 .

As of March 31, 2024 and December 31, 2023, we estimated it was probable we would be obligated to perform on certain of these commitments with net amounts payable to customers totaling $ 311 and $ 407 and the fair value of the related trade-in aircraft was $ 311 and $ 407 .

Trade-in commitment agreements at June 30, 2024, have expiration dates from 2024 through 2030.

At June 30, 2024 and December 31, 2023, total contractual trade-in commitments were $ 1,375 and $ 1,415 .

As of June 30, 2024 and December 31, 2023, we estimated it was probable we would be obligated to perform on certain of these commitments with net amounts payable to customers totaling $ 434 and $ 407 and the fair value of the related trade-in aircraft was $ 434 and $ 407 .

Financing Commitments

Financing commitments related to aircraft on order, including options and those proposed in sales campaigns, and refinancing of delivered aircraft, totaled $ 17,008 and $ 17,003 as of March 31, 2024 and December 31, 2023.

The estimated earliest potential funding dates for these commitments as of March 31, 2024 are as follows:

April through December 2024

Financing commitments related to aircraft on order, including options and those proposed in sales campaigns, and refinancing of delivered aircraft, totaled $ 17,356 and $ 17,003 as of June 30, 2024 and

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December 31, 2023.

The estimated earliest potential funding dates for these commitments as of June 30, 2024 are as follows:

July through December 2024

Thereafter 3,758

As of March 31, 2024, $ 13,682 of these financing commitments relate to customers we believe have less than investment-grade credit.

As of June 30, 2024, $ 14,030 of these financing commitments relate to customers we believe have less than investment-grade credit.

We have concluded that no reserve for future potential losses is required for these financing commitments based upon the terms, such as collateralization and interest rates, under which funding would be provided.

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We have entered into standby letters of credit and surety bonds with financial institutions primarily relating to the guarantee of our future performance on certain contracts and security agreements.

Contingent liabilities on outstanding letters of credit agreements and surety bonds aggregated approximately $ 4,480 and $ 4,548 as of March 31, 2024 and December 31, 2023.

Contingent liabilities on outstanding letters of credit agreements and surety bonds aggregated approximately $ 3,184 and $ 4,548 as of June 30, 2024 and December 31, 2023.

Supply Chain Financing Programs

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The majority of amounts payable under these programs are due within 30 to 90 days but may extend up to 12 months.

At March 31, 2024 and December 31, 2023, Accounts payable included $ 2.5 billion and $ 2.9 billion payable to suppliers who have elected to participate in these programs.

At June 30, 2024 and December 31, 2023, Accounts payable included $ 2.7 billion and $ 2.9 billion payable to suppliers who have elected to participate in these programs.

We do not believe that future changes in the availability of supply chain financing would have a significant impact on our liquidity.

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This development work scope is inherently uncertain and subject to significant variability in estimates of the cost and time required to complete the work by us and our suppliers.

The operational and technical complexities of fixed-price development contracts create financial risk, which could trigger additional earnings charges, termination provisions, order cancellations, or other financially significant exposure.

The operational and technical complexities of fixed-price development contracts create financial risk, which could trigger

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additional earnings charges, termination provisions, order cancellations, or other financially significant exposure.

VC-25B Presidential Aircraft

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and factory performance related to labor instability.

While we have provisioned for all of our anticipated costs to complete the contract, risk remains that we may record additional losses in future periods.

During the three months ended June 30, 2024, we increased the reach-forward loss on the contract by $ 250 primarily driven by higher than anticipated costs due to engineering design changes related to wiring and other structural requirements.

Risk remains that we may record additional losses in future periods.

KC-46A Tanker

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Since 2016, the USAF has authorized ten low rate initial production (LRIP) lots for a total of 139 aircraft.

The EMD contract and authorized LRIP lots total approximately $ 27 billion as of March 31, 2024.

The EMD contract and authorized LRIP lots total approximately $ 27 billion as of June 30, 2024.

The KC-46A Tanker is a derivative of the 767 commercial airplane program with the majority of the manufacturing costs being incurred in the 767 factory and the remaining costs being incurred in the military finishing and delivery centers.

During 2023, we increased the reach-forward loss on the KC-46A Tanker program by $ 309 primarily resulting from factory disruption and additional rework due to a supplier quality issue.

During the three months ended March 31, 2024, we increased the reach-forward loss on the KC-46A Tanker program by $ 128 , primarily due to factory disruption associated with supply chain constraints.

As of March 31, 2024, we had approximately $ 130 of capitalized precontract costs and $ 214 of potential termination liabilities to

suppliers related to future production lots.

During the first quarter of 2024, we increased the reach-forward loss by $ 128 , primarily due to factory disruption associated with supply chain constraints.

During the three months ended June 30, 2024, we increased the reach-forward loss on the contract by $ 391 primarily reflecting higher than anticipated factory disruption, including supply chain constraints and parts shortages.

As of June 30, 2024, we had approximately $ 139 of capitalized precontract costs and $ 205 of potential termination liabilities to suppliers related to future production lots.

Risk remains that we may record additional losses in future periods.

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During 2023, we increased the reach-forward loss on the T-7A Red Hawk program by $ 275 primarily reflecting higher estimated production costs.

During the three months ended March 31, 2024, we increased the reach-forward loss on the T-7A Red Hawk program by $ 94 primarily reflecting further increases in estimated production costs.

At March 31, 2024, we had approximately $ 235 of capitalized precontract costs and $ 305 of potential termination liabilities to suppliers related to future production lots.

During the first quarter of 2024, we increased the reach-forward loss on the T-7A Red Hawk program by $ 94 primarily reflecting further increases in estimated production costs.

During the three months ended June 30, 2024, we increased the reach-forward loss on

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the program by $ 278 primarily driven by higher than anticipated costs to meet certain technical and support requirements, and flight test program inefficiencies and delays.

At June 30, 2024, we had approximately $ 258 of capitalized precontract costs and $ 451 of potential termination liabilities to suppliers related to future production lots.

Risk remains that we may record additional losses in future periods.

Commercial Crew

National Aeronautics and Space Administration (NASA) has contracted us to design and build the CST-100 Starliner spacecraft to transport crews to the International Space Station and in the second quarter of 2022, we successfully completed the uncrewed Orbital Flight Test.

During 2023, we increased the reach-forward loss by $ 288 primarily as a result of delaying the crewed flight test previously scheduled for July 2023 following notification by a parachute supplier of an issue identified through testing.

A crewed flight test is planned for May 2024.

At March 31, 2024, we had approximately $ 229 of capitalized precontract costs and $ 158 of potential termination liabilities to suppliers related to fixed-price unauthorized future missions.

National Aeronautics and Space Administration (NASA) has contracted us to design and build the CST-100 Starliner spacecraft to transport crews to the International Space Station (ISS).

In the second quarter of 2022, we successfully completed the uncrewed Orbital Flight Test.

During 2023, we increased the reach-forward loss by $ 288 primarily as a result of delaying the Crewed Flight Test (CFT) following notification by a parachute supplier of an issue identified through testing.

The CFT launched on June 5, 2024, and docked with the ISS.

The Starliner spacecraft had a minimum mission duration of 8 days.

Its return to Earth was delayed to allow time to perform further testing of propulsion system anomalies.

As a result of the CFT delays, during the three months ended June 30, 2024, we increased the reach-forward loss on the program by $ 125 .

At June 30, 2024, we had approximately $ 238 of capitalized precontract costs and $ 148 of potential termination liabilities to suppliers related to fixed-price unauthorized future missions.

Risk remains that we may record additional losses in future periods.

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2024 December 31

2023 March 31

2024 December 31

2023 March 31

2024 December 31

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15 15 $ 14 $ 14

Contingent Repurchase Commitments In conjunction with signing a definitive agreement for the sale of commercial aircraft, we have entered into contingent repurchase commitments with certain customers wherein we agree to repurchase the sold aircraft at a specified price, generally 10 to 15 years after

Our repurchase of the aircraft is contingent upon entering into a mutually acceptable agreement for the sale of additional new aircraft in the future.

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Current outstanding credit guarantees expire through 2036.

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Other Indemnifications In conjunction with our sales of Electron Dynamic Devices, Inc.

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To the extent that claims have been made under these indemnities and/or are probable and reasonably estimable, liabilities associated with these indemnities are included in the environmental liability disclosure in Note 10.

Note 12 – Debt

On May 1, 2024, we issued $ 10,000 of fixed-rate senior notes consisting of $ 1,000 due May 1, 2027 that bear an annual interest rate of 6.259 %, $ 1,500 due May 1, 2029 that bear an annual interest rate of 6.298 %, $ 1,000 due May 1, 2031 that bear an annual interest rate of 6.388 %, $ 2,500 due May 1, 2034 that bear an annual interest rate of 6.528 %, $ 2,500 due May 1, 2054 that bear an annual interest rate of 6.858 %, and $ 1,500 due May 1, 2064 that bear an annual interest rate of 7.008 %.

The notes are unsecured senior obligations and rank equally in right of payment with our existing and future unsecured and unsubordinated indebtedness.

On May 15, 2024, we entered into a $ 4,000 five-year revolving credit agreement expiring in May 2029.

Effective May 15, 2024, we terminated the $ 800 364 -day revolving credit agreement expiring in August 2024, and the $ 3,200 five-year revolving credit agreement, as amended, expiring in October 2024.

Our $ 3,000 three-year revolving credit agreement expiring in August 2025 and $ 3,000 five-year revolving credit agreement expiring in August 2028 each remain in effect.

As of June 30, 2024, we had $ 10,000 available under credit line agreements.

We continue to be in full compliance with all covenants contained in our debt and credit facility agreements.

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Note 13 – Postretirement Plans

The components of net periodic benefit (income)/cost for the three months ended March 31 were as follows:

Pension Postretirement

2024 2023 2024 2023

The components of net periodic benefit (income)/cost were as follows:

Six months ended June 30 Three months ended June 30

Pension Plans 2024 2023 2024 2023

Service cost $ 3 $ 2 $ 1 $ 1

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Amortization of prior service credits ( 41 ) ( 41 ) ( 21 ) ( 21 )

Recognized net actuarial loss/(gain) 67 42 ( 44 ) ( 44 )

Recognized net actuarial loss 134 83 67 41

Net periodic benefit income ($ 242 ) ($ 266 ) ($ 121 ) ($ 133 )

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($ 242 ) ($ 266 ) ($ 121 ) ($ 133 )

Six months ended June 30 Three months ended June 30

Other Postretirement Plans 2024 2023 2024 2023

Service cost 25 $ 24 $ 13 $ 12

Interest cost 62 74 31 37

Expected return on plan assets ( 6 ) ( 4 ) ( 4 ) ( 2 )

Amortization of prior service credits ( 5 ) ( 11 ) ( 2 ) ( 5 )

Recognized net actuarial gain ( 88 ) ( 88 ) ( 44 ) ( 44 )

Net periodic benefit income ($ 12 ) ($ 5 ) ($ 6 ) ($ 2 )

Net periodic benefit cost included in Loss from operations 23 $ 31 $ 12 $ 16

Net periodic benefit income included in Other income, net ( 37 ) ( 29 ) ( 19 ) ( 14 )

Net periodic benefit (income)/cost included in Loss before income taxes

($ 14 ) $ 2 ($ 7 ) $ 2

Note 14 – Share-Based Compensation and Other Compensation Arrangements

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In all other cases, the RSUs will not vest and all rights to the stock units will terminate.

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Performance Restricted Stock Units

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In all other cases, the PRSUs will not vest and all rights to the stock units will terminate.

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Note 15 – Shareholders' Equity

Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss (AOCI) by component for the three months ended March 31, 2024 and 2023 were as follows:

Changes in Accumulated other comprehensive loss (AOCI) by component for the six and three months ended June 30, 2024 and 2023, were as follows:

Currency Translation Adjustments Unrealized Gains and Losses on Certain Investments Unrealized Gains and Losses on Derivative Instruments

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10 ( 27 ) ( 50 ) ( 67 )

Balance at March 31, 2023 ($ 151 ) ($ 11 ) ($ 9,388 ) ($ 9,550 )

Balance at June 30, 2023 ($ 157 ) ($ 51 ) ($ 9,409 ) ($ 9,617 )

Balance at January 1, 2024 ($ 134 ) $ 2 $ 12 ($ 10,185 ) ($ 10,305 )

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( 24 ) ( 50 ) ( 13 ) ( 87 )

Balance at June 30, 2024 ($ 158 ) $ 2 ($ 38 ) ($ 10,198 ) ($ 10,392 )

Balance at March 31, 2023 ($ 151 ) ($ 11 ) ($ 9,388 ) ($ 9,550 )

Other comprehensive (loss)/income before reclassifications

( 6 ) ( 43 ) 1 ( 48 )

Amounts reclassified from AOCI

Net current period Other comprehensive loss

( 6 ) ( 40 ) ( 21 ) ( 67 )

Balance at June 30, 2023 ($ 157 ) ($ 51 ) ($ 9,409 ) ($ 9,617 )

Balance at March 31, 2024 ($ 169 ) $ 2 ($ 46 ) ($ 10,199 ) ($ 10,412 )

Other comprehensive income/(loss) before reclassifications

11 ( 11 ) 1 1

Amounts reclassified from AOCI

Net current period Other comprehensive income

Balance at June 30, 2024 ($ 158 ) $ 2 ($ 38 ) ($ 10,198 ) ($ 10,392 )

(1) Net of tax.

(2) Primarily relates to the amortization of prior service credits and actuarial losses/(gains) included in net periodic pension cost for the three months ended March 31, 2024 and 2023 totaling $ 0 and ($ 22 ) (net of tax of $ 0 and $ 6 ).

(2) Primarily relates to the amortization of prior service credits and actuarial losses/(gains) included in net periodic benefit cost for the six and three months ended June 30, 2024 totaling $ 0 and $ 0 (net of tax of $ 0 and $ 0 ), and ($ 44 ) and ($ 22 ) (net of tax of $ 13 and $ 7 ) for the same periods in prior year.

Note 16 – Derivative Financial Instruments

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Our commodity contracts hedge forecasted transactions through 2028.

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Derivative Instruments Not Receiving Hedge Accounting Treatment

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2024 December 31

2023 March 31

2024 December 31

2023 March 31

2024 December 31

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(Losses)/gains associated with our hedging transactions and forward points recognized in Other comprehensive (loss)/income are presented in the following table:

Three months ended March 31

Six months ended June 30 Three months ended June 30

2024 2023 2024 2023

Recognized in Other comprehensive (loss)/income, net of taxes:

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(Losses)/gains associated with our hedging transactions and forward points reclassified from AOCI to earnings are presented in the following table:

Three months ended March 31

Six months ended June 30 Three months ended June 30

2024 2023 2024 2023

Foreign exchange contracts

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General and administrative expense 3 5 $ 1 3

Gains/(losses) related to undesignated derivatives on foreign exchange and commodity cash flow hedging transactions recognized in Other income, net were insignificant for the three months ended March 31, 2024 and 2023.

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Based on our portfolio of cash flow hedges, we expect to reclassify losses of $ 37 (pre-tax) out of AOCI into earnings during the next 12 months.

We have derivative instruments with credit-risk-related contingent features.

If we default on our five-year credit facility, our derivative counterparties could require settlement for foreign exchange and certain commodity contracts with original maturities of at least five years .

The fair value of those contracts in a net liability position at March 31, 2024 was $ 20 .

For other particular commodity contracts, our counterparties

could require collateral posted in an amount determined by our credit ratings.

At March 31, 2024, there was no collateral posted related to our derivatives.

If we default on our five-year credit facilities, our derivative counterparties could require settlement for foreign exchange and certain commodity contracts with original maturities of at least five years .

The fair value of those contracts in a net liability position at June 30, 2024 was $ 11 .

For other particular commodity contracts, our counterparties could require collateral posted in an amount determined by our credit ratings.

At June 30, 2024, there was no collateral posted related to our derivatives.

Note 17 – Fair Value Measurements

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The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Total Level 1 Level 2 Total Level 1 Level 2

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Commodity derivatives are valued using an income approach based on the present value of the commodity index prices less the contract rate multiplied by the notional amount.

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Certain assets have been measured at fair value on a nonrecurring basis.

The following table presents the nonrecurring losses recognized for the three months ended March 31 due to long-lived asset impairment and the fair value and asset classification of the related assets as of the impairment date:

Fair Value Level 2 Level 3 Total

Losses Fair Value Level 2 Level 3 Total

The following table presents the nonrecurring losses recognized for the six months ended June 30 due to long-lived asset impairment and the fair value of the related assets as of the impairment date:

Fair Value Total

Losses Fair Value Total

Investments ($ 17 ) ($ 11 )

Operating lease equipment

$ 15 $ 15 ( 5 )

Property, plant and equipment ( 9 )

Total $ 15 ($ 34 ) ($ 12 )

Level 3 Investments, Property, plant and equipment, and Other assets were primarily valued using an income approach based on the discounted cash flows associated with the underlying assets.

Level 2 Property, plant and equipment were valued based on a third party valuation using a combination of

income and market approaches that considered estimates of net operating income, capitalization rates, comparable property sales and adjusted for as-is condition.

The fair value of the impaired operating lease equipment is derived by calculating a median collateral value from a consistent group of third party aircraft value publications.

Level 3 Investments and Other assets were primarily valued using an income approach based on the discounted cash flows associated with the underlying assets.

Level 2 Property, plant and equipment were valued based on a third-party valuation using a combination of income and market approaches and adjusted for as-is condition.

These approaches considered estimates of net operating income, capitalization rates, and/or comparable property sales.

Level 3 operating lease equipment is valued by calculating a median collateral value from a consistent group of third-party aircraft value publications.

The values provided by the third-party aircraft publications are derived from their knowledge of market trades and other market factors.

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Under certain circumstances, we adjust values based on the attributes and condition of the specific aircraft or equipment, usually when the features or use of the aircraft vary significantly from the more generic aircraft attributes covered by third-party publications, or on the expected net sales price for the aircraft.

For Level 3 assets that were measured at fair value on a nonrecurring basis during the period ended March 31, 2024, the following table presents the fair value of those assets as of the measurement date, valuation techniques and related unobservable inputs of those assets.

For Level 3 assets that were measured at fair value on a nonrecurring basis during the period ended June 30, 2024, the following table presents the fair value of those assets as of the measurement date, valuation techniques and related unobservable inputs of those assets.

Value Valuation

Technique(s) Unobservable Input Range

Unobservable Input Range

Median or Average

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The positive amount represents the sum of all such upward adjustments.

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Fair Value Disclosures

The fair values and related carrying values of financial instruments that are not required to be remeasured at fair value on the Condensed Consolidated Statements of Financial Position were as follows:

March 31, 2024

June 30, 2024

Amount Total Fair

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For our debt that is not traded in the secondary market, the fair value is classified as Level 2 and is based on our indicative borrowing cost derived from dealer quotes or discounted cash flows.

With regard to other financial instruments with off-balance sheet risk, it

is not practicable to estimate the fair value of our indemnifications and financing commitments because the amount and timing of those arrangements are uncertain.

With regard to other financial instruments with off-balance sheet risk, it is not practicable to estimate the fair value of our indemnifications and financing commitments because the amount and timing of those arrangements are uncertain.

Items not included in the above disclosures include cash, restricted cash, time deposits and other deposits, commercial paper, money market funds, Accounts receivable, Unbilled receivables, Other current assets, Accounts payable and long-term payables.

The carrying values of those items, as reflected in the Condensed Consolidated Statements of Financial Position, approximate their fair value at March 31, 2024 and December 31, 2023.

The carrying values of those items, as reflected in the Condensed Consolidated Statements of Financial Position, approximate their fair value at June 30, 2024 and December 31, 2023.

The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash (Level 1).

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Note 18 – Legal Proceedings

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On January 7, 2021, we entered into a Deferred Prosecution Agreement (DPA) with the U.S.

Department of Justice that resolved the Department of Justice’s investigation into us regarding the evaluation of the 737 MAX by the Federal Aviation Administration.

Department of Justice (the Department) relating to the Department’s investigation into us regarding the evaluation of the 737 MAX by the Federal Aviation Administration (the Investigation).

Among other obligations, the DPA includes a three-year reporting period, which ended earlier this year.

The Department is currently considering whether we fulfilled our obligations under the DPA and whether to move to dismiss the information, which motion will require court approval.

On May 14, 2024, the Department notified us of its determination that we did not fulfill our obligations under the DPA and that the Department would not move to dismiss the information.

On July 24, 2024, we and the Department filed a plea agreement with the U.S.

District Court for the Northern District of Texas (the Court) to resolve the Investigation.

If approved by the Court, under the terms of the agreement, Boeing would agree to plead guilty to the charge that was the basis for the DPA;

would pay an additional fine of $ 244 ;

would commit to invest at least $ 455 in compliance, quality and safety programs over a three-year period;

and would agree to the appointment of an independent compliance monitor for three years.

We are actively engaging with the U.S.

Department of Defense regarding potential impacts on our business with the U.S.

government and are assessing other related risks.

Multiple legal actions were initiated as a result of the January 5, 2024 Alaska Airlines Flight 1282 accident.

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In 2020, we exercised our contractual right to terminate these agreements based on Embraer’s failure to meet certain required closing conditions.

Embraer has disputed our right to terminate the agreements, and the dispute is currently in arbitration, which we currently expect to be resolved in 2024.

Embraer has disputed our right to terminate the agreements, and the dispute is currently in arbitration, which we currently expect to be resolved in the third quarter of 2024.

Note 19 – Segment and Revenue Information

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Revenue on commercial aircraft contracts is recognized at the point in time when an aircraft is completed and accepted by the customer.

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BDS engages in the research, development, production and modification of the following products and related services:

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BCA revenues by customer location consisted of the following:

(Dollars in millions) Three months ended March 31

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

2024 2023 2024 2023

Revenue from contracts with customers:

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Other non-U.S.

754 1,082 344 729

Total non-U.S.

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Estimated potential concessions and other considerations to 737 MAX customers, net of insurance recoveries

( 443 ) 26 26

Total revenues from contracts with customers 10,583 15,497 5,980 8,832

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Revenue recognized at a point in time 99 % 99 % 99 % 99 %

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BDS revenues on contracts with customers, based on the customer's location, consisted of the following:

(Dollars in millions) Three months ended March 31

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

2024 2023 2024 2023

Revenue from contracts with customers:

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customers (1)

3,008 2,368 1,502 1,139

Total segment revenue from contracts with customers $ 12,971 $ 12,706 $ 6,021 $ 6,167

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government (1)

90 % 90 % 89 % 90 %

(1) Includes revenues earned from foreign military sales through the U.S.

BGS revenues consisted of the following:

(Dollars in millions) Three months ended March 31

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

2024 2023 2024 2023

Revenue from contracts with customers:

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government (1)

28 % 31 % 27 % 31 %

(1) Includes revenues earned from foreign military sales through the U.S.

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Backlog is converted into revenue, primarily based on the cost incurred or at delivery and acceptance of products, depending on the applicable revenue recognition model.

Our backlog at March 31, 2024 was $ 528,749 .

Our backlog at June 30, 2024 was $ 515,874 .

We expect approximately 24 % to be converted to revenue through 2025 and approximately 69 % through 2028, with the remainder thereafter.

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We may experience reductions to backlog and/or significant order cancellations due to production disruptions, and/or further delays to entry into service of the 777X, 737-7 and/or 737-10.

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Unallocated Items, Eliminations and Other

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Components of Unallocated items, eliminations and other (expense)/income are shown in the following table.

Three months ended March 31

Six months ended June 30 Three months ended June 30

2024 2023 2024 2023

Share-based plans $ 53 ($ 38 ) $ 43 $ 14

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($ 946 ) ($ 796 ) ($ 634 ) ($ 336 )

Eliminations and other unallocated items for the six and three months ended June 30, 2024 includes an earnings charge of $ 244 that reflects a fine that would be paid if an agreement with the U.S.

Department of Justice is approved by the federal district court.

For additional discussion, see Note 18 to our Condensed Consolidated Financial Statements.

Pension and Other Postretirement Benefit Expense

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Components of FAS/CAS service cost adjustment are shown in the following table:

Three months ended March 31

Six months ended June 30 Three months ended June 30

2024 2023 2024 2023

Pension FAS/CAS service cost adjustment $ 460 $ 445 $ 230 $ 222

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FAS/CAS service cost adjustment $ 604 $ 582 $ 302 $ 291

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Segment assets are summarized in the table below:

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Assets included in Unallocated items, eliminations and other primarily consist of Cash and cash equivalents, Short-term and other investments, tax assets, capitalized interest and assets managed centrally on behalf of the three principal business segments and intercompany eliminations.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated statement of financial position of The Boeing Company and subsidiaries (the “Company”) as of March 31, 2024, the related condensed consolidated statements of operations, comprehensive income, equity, and cash flows for the three-month periods ended March 31, 2024 and 2023, and the related notes (collectively referred to as the "condensed consolidated interim financial information").

We have reviewed the accompanying condensed consolidated statement of financial position of The Boeing Company and subsidiaries (the “Company”) as of June 30, 2024, the related condensed consolidated statements of operations, comprehensive income, and equity for the three-month and six-month periods ended June 30, 2024 and 2023, and of cash flows for the six-month periods ended June 30, 2024 and 2023, and the related notes (collectively referred to as the "condensed consolidated interim financial information").

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

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Chicago, Illinois

April 24, 2024

July 31, 2024

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FORWARD-LOOKING STATEMENTS

This report 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 generally identify these forward-looking statements.

Words such as “may,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates” and other similar words or expressions, or the negative thereof, generally can be used to help 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.

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(3) the overall health of our aircraft production system, production quality issues, commercial airplane production rates, our ability to successfully develop and certify new aircraft or new derivative aircraft, and the ability of our aircraft to meet stringent performance and reliability standards;

(4) our pending acquisition of Spirit AeroSystems Holdings, Inc.

(Spirit), including the satisfaction of closing conditions in the expected timeframe or at all;

(5) changing budget and appropriation levels and acquisition priorities of the U.S.

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(10) changes in accounting estimates;

(10) realizing the anticipated benefits of mergers, acquisitions, joint ventures/strategic alliances or divestitures;

(11) realizing the anticipated benefits of mergers, acquisitions, joint ventures/strategic alliances or divestitures, including anticipated synergies and quality improvements related to our pending acquisition of Spirit;

(12) our dependence on U.S.

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(16) unauthorized access to our, our customers’ and/or our suppliers' information and systems;

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(17) potential business disruptions, including threats to physical security or our information technology systems, extreme weather (including effects of climate change) or other acts of nature, and pandemics or other public health crises;

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(20) effects of climate change and legal, regulatory or market responses to such change;

(20) changes in our ability to obtain debt financing on commercially reasonable terms, at competitive rates and in sufficient amounts;

(21) credit rating agency actions and changes in our ability to obtain debt financing on commercially reasonable terms, at competitive rates and in sufficient amounts;

(22) substantial pension and other postretirement benefit obligations;

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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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements