What changed in this filing

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Item 1. Financial Statements

2024-10-23 compared with 2024-07-31 · 235 added, 206 removed, 817 unchanged (35% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations

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

(Dollars in millions, except per share data) Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

6 unchanged sentences

( 402 ) 5,027 ( 3,507 ) 1,165

Income from operating investments, net 74 17 7 44

Income/(loss) from operating investments, net 59 45 ( 15 ) 28

General and administrative expense ( 3,623 ) ( 3,633 ) ( 1,085 ) ( 1,043 )

5 unchanged sentences

Loss before income taxes ( 8,117 ) ( 1,996 ) ( 6,224 ) ( 1,100 )

Income tax benefit 99 322 76 251

Income tax benefit/(expense) 149 ( 216 ) 50 ( 538 )

Net loss ( 7,968 ) ( 2,212 ) ( 6,174 ) ( 1,638 )

5 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) Six months ended June 30 Three months ended June 30

(Dollars in millions) Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

Net loss ($ 7,968 ) ($ 2,212 ) ($ 6,174 ) ($ 1,638 )

Other comprehensive (loss)/income, net of tax:

Other comprehensive income/(loss), net of tax:

Currency translation adjustments 30 ( 29 ) 54 ( 39 )

Unrealized gain on certain investments, net of tax of $ 0 , $ 0 , $ 0 and $ 0

Derivative instruments:

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

Unrealized (losses)/gains arising during period, net of tax of $ 3 , $ 17 , ($ 19 ) and $ 10

( 13 ) ( 60 ) 63 ( 35 )

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

Reclassification adjustment for losses included in net loss, net of tax of ($ 7 ), $ 0 , $ 1 and ($ 1 )

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

13 ( 58 ) 63 ( 31 )

Defined benefit pension plans and other postretirement benefits:

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

Net actuarial (losses)/gains arising during the period, net of tax of $ 16 , $ 2 , ($ 1 ) and $ 0

( 18 ) ( 5 ) 1

5 unchanged sentences

Total defined benefit pension plans and other postretirement benefits, net of tax ( 12 ) ( 72 ) 1 ( 22 )

Other comprehensive (loss)/income, net of tax

Other comprehensive income/(loss), net of tax

32 ( 158 ) 119 ( 91 )

4 unchanged sentences

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) June 30

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

(Dollars in millions) Nine months ended September 30

Cash flows – operating activities:

7 unchanged sentences

Gain on dispositions, net ( 5 ) ( 1 )

777X and 767 reach-forward losses 3,006

Other charges and credits, net 270 ( 25 )

19 unchanged sentences

Supplier notes receivable ( 494 ) ( 162 )

Repayments on supplier notes receivable 40

Purchase of distribution rights ( 88 )

Other ( 14 ) 5

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

Net cash provided/(used) by investing activities 653 ( 5,241 )

Cash flows – financing activities:

3 unchanged sentences

Employee taxes on certain share-based payment arrangements ( 73 ) ( 52 )

Other ( 3 ) ( 4 )

Net cash provided/(used) by financing activities 5,238 ( 5,131 )

6 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 six months ended June 30, 2024 and 2023

For the nine months ended September 30, 2024 and 2023

Boeing shareholders

15 unchanged sentences

( 267 ) ( 267 )

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

Other changes in noncontrolling interests ( 10 ) ( 10 )

Balance at September 30, 2023 $ 5,061 $ 10,616 ($ 49,972 ) $ 27,274 ($ 9,708 ) $ 12 ($ 16,717 )

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

Net loss ( 7,952 ) ( 16 ) ( 7,968 )

Other comprehensive loss, net of tax of $ 28

( 87 ) ( 87 )

Other comprehensive income, net of tax of $ 11

Share-based compensation 310 310

3 unchanged sentences

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 )

Balance at September 30, 2024 $ 5,061 $ 10,925 ($ 48,564 ) $ 19,299 ($ 10,273 ) ($ 10 ) ($ 23,562 )

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

For the three months ended September 30, 2024 and 2023

Boeing shareholders

4 unchanged sentences

Interests Total

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

Balance at July 1, 2023 $ 5,061 $ 10,310 ($ 50,181 ) $ 28,910 ($ 9,617 ) $ 24 ($ 15,493 )

( 1,636 ) ( 2 ) ( 1,638 )

5 unchanged sentences

Treasury shares issued for 401(k) contribution 147 195 342

Subsidiary shares purchased from noncontrolling interests

Other changes in noncontrolling interests

( 10 ) ( 10 )

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 )

Balance at September 30, 2023 $ 5,061 $ 10,616 ($ 49,972 ) $ 27,274 ($ 9,708 ) $ 12 ($ 16,717 )

Balance at July 1, 2024 $ 5,061 $ 10,727 ($ 48,841 ) $ 25,469 ($ 10,392 ) ($ 6 ) ($ 17,982 )

Net loss ( 6,170 ) ( 4 ) ( 6,174 )

3 unchanged sentences

Treasury shares issued for 401(k) contribution 103 259 362

Other changes in noncontrolling interests

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

Balance at September 30, 2024 $ 5,061 $ 10,925 ($ 48,564 ) $ 19,299 ($ 10,273 ) ($ 10 ) ($ 23,562 )

See Notes to the Condensed Consolidated Financial Statements.

Table of Cont ents

The Boeing Company and Subsidiaries

1 unchanged sentence

Summary of Business Segment Data

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

(Dollars in millions) Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

15 unchanged sentences

Loss before income taxes ( 8,117 ) ( 1,996 ) ( 6,224 ) ( 1,100 )

Income tax benefit 99 322 76 251

Income tax benefit/(expense) 149 ( 216 ) 50 ( 538 )

Net loss ( 7,968 ) ( 2,212 ) ( 6,174 ) ( 1,638 )

3 unchanged sentences

See Note 19 for further segment results.

Table of Cont ents

The Boeing Company and Subsidiaries

4 unchanged sentences

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

The results of operations for the period ended September 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.

Liquidity Matters

During the nine months ended September 30, 2024, net cash used by operating activities was $ 8.6 billion.

The cash outflow was primarily driven by our commercial airplane business.

Commercial airplane cash outflows reflect slowed production and deliveries as a result of ongoing safety and quality improvement actions the Company is taking following the Alaska Airlines accident on January 5, 2024, as well as supply chain constraints.

Additionally, the ongoing work stoppage initiated on September 13, 2024, by the International Association of Machinists and Aerospace Workers District 751 (IAM 751) has paused production of certain commercial aircraft models (737, 767, 777 and 777X aircraft) as well as production of commercial derivative aircraft for our Defense, Space & Security business (KC-46A Tanker and P-8A Poseidon).

The IAM 751 work stoppage is also significantly reducing aircraft deliveries and adversely impacting our financial position, results of operations and cash flows.

At September 30, 2024, cash and short-term investments totaled $ 10.5 billion.

Our total debt balance was $ 57.7 billion at September 30, 2024, up from $ 52.3 billion at December 31, 2023.

On May 1, 2024, we issued $ 10 billion of fixed-rate senior notes.

At September 30, 2024, we had $ 10.0 billion of unused borrowing capacity on revolving credit line agreements.

On May 15, 2024, we entered into a $ 4.0 billion five-year revolving credit agreement expiring in May 2029.

Our $ 3.0 billion three-year revolving credit agreement expiring in August 2025 and $ 3.0 billion five-year revolving credit agreement expiring in August 2028 each remain in effect.

We anticipate these credit lines will primarily serve as back-up liquidity to support our general borrowing needs.

On October 14, 2024, we entered into a $ 10.0 billion 364 -day supplemental credit agreement (see Note 12 for additional information).

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

We continue to maintain investment grade credit ratings.

Moody’s downgraded our short term and long term credit ratings to Baa3/P-3 in April 2024.

Moody's and S&P placed our ratings on review for downgrade in September 2024 and October 2024, respectively.

A number of factors could cause us to incur increased borrowing costs and/or to have greater difficulty accessing public and private markets, including further credit rating downgrades.

At September 30, 2024, trade payables included $ 2.7 billion payable to suppliers who have elected to participate in supply chain financing programs compared with $ 2.9 billion at December 31, 2023.

In future quarters, our suppliers' access to supply chain financing could be curtailed or more expensive if our credit ratings are further downgraded.

We are implementing actions to improve liquidity.

We instituted temporary furloughs and hiring freezes across the Company for all levels and paused pay increases for executive and management promotions.

We are reducing discretionary spending as well as reducing or deferring non-essential capital expenditures.

We are also pausing the issuance of the majority of supplier purchase orders on the 737, 767, 777, and 777X programs due to IAM 751's ongoing work stoppage.

In addition, on October 11, 2024, we announced that we plan to reduce the size of our total workforce by roughly 10 percent.

Our planned acquisition of Spirit AeroSystems Holdings, Inc.

(Spirit) will be an all-stock transaction pursuant to the Agreement and Plan of Merger entered into on June 30, 2024 (see Note 2 for additional information).

Notwithstanding the actions described above to improve liquidity, we expect negative operating cash flows in future quarters until IAM 751 employees return to work, production resumes and deliveries ramp up.

Based on our current best estimates of market demand, planned production rates, timing of cash receipts and expenditures, and our expected ability to successfully implement actions to improve liquidity, we believe it is probable that we will be able to fund our operations for the foreseeable future.

We also believe we have the ability to access additional liquidity.

Use of Estimates

4 unchanged sentences

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

Our Military Aircraft reporting unit within our Defense, Space & Security (BDS) segment had goodwill of $ 1,295 and a negative carrying value at September 30, 2024.

Long-term Contracts

Substantially all contracts at our Defense, Space & Security (BDS) segment and certain contracts at our Global Services (BGS) segment are long-term contracts with the U.S.

Substantially all contracts at our BDS segment and certain contracts at our Global Services (BGS) segment are long-term contracts with the U.S.

government and other customers that generally extend over several years.

2 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) Six months ended June 30 Three months ended June 30

(In millions - except per share amounts) Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

5 unchanged sentences

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

Table of Cont ents

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

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 in an all-stock transaction at 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.

11 unchanged sentences

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.

In addition, if either party breaches or fails to perform any of its representations, warranties or covenants under the Merger Agreement such that the related conditions to the other party's obligation to consummate the Merger would not be satisfied, and such breach or failure is not curable by the Outside Date or, if curable by the Outside Date, has not been cured within 30 days following notice thereof, such other party may terminate 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.

4 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

Table of Cont ents

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 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) Six months ended June 30 Three months ended June 30

(In millions - except per share amounts) Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

20 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) Six months ended June 30 Three months ended June 30

(Shares in millions) Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

2 unchanged sentences

Stock options 0.8 0.8 0.8 0.7

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.

In addition, potential common shares of 2.9 million and 5.6 million for the nine months ended September 30, 2024 and 2023 and 2.9 million and 6.2 million for the three months ended September 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 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.

The forecasted 2024 tax provision as estimated at September 30, 2024, remained relatively consistent with that estimated in the second quarter of 2024, despite increased forecasted pre-

This resulted in a corresponding change in the annualized effective tax rate during the three months ended September 30, 2024.

The effective tax rate for the three months ended September 30, 2024, was 0.8 % and reflects additional tax benefits to adjust prior quarters' results to the annual effective tax rate.

The effective tax rates were 1.8 % and ( 10.8 )% for the nine months ended September 30, 2024 and 2023.

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.

2 unchanged sentences

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.

In the third quarter of 2024, we determined that earnings from our non-U.S.

subsidiaries are no longer considered to be permanently reinvested.

This resulted in a discrete income tax provision of $ 13 for the three months ended September 30, 2024.

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

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

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

We are also subject to examination in major state and international jurisdictions for the 2010-2023 tax years.

1 unchanged sentence

Note 5 – Allowances for Losses on Financial Assets

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

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

Accounts receivable Unbilled receivables Other current assets Financing receivables

4 unchanged sentences

Recoveries 4 4

Balance at June 30, 2023

Balance at September 30, 2023

($ 93 ) ($ 20 ) ($ 65 ) ($ 51 ) ($ 104 ) ($ 333 )

3 unchanged sentences

Recoveries 1 1

Balance at June 30, 2024

Balance at September 30, 2024

($ 101 ) ($ 21 ) ($ 41 ) ($ 10 ) ($ 188 ) ($ 361 )

Table of Cont ents

Note 6 – Inventories

6 unchanged sentences

Total $ 83,341 $ 79,741

(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.

(1) Capitalized precontract costs at September 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 June 30, 2024 and December 31, 2023, commercial aircraft programs inventory included the following amounts related to the 737 program:

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

deferred production costs of $ 8,670 and $ 6,011 and unamortized tooling and other non-recurring costs of $ 879 and $ 792 .

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:

At September 30, 2024, $ 9,505 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 $ 44 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

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

$ 3,818 and $ 4,638 of work in process (including deferred production costs of $ 552 and $ 1,792 ) and $ 4,255 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 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.

We expensed abnormal production costs of $ 442 during the nine months ended September 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 nine months ended September 30, 2024.

During the third quarter of 2024, we determined that estimated costs to complete the 777X program plus the costs already included in 777X inventory exceed estimated revenues from the program.

The resulting reach-forward loss of $ 2,608 was recorded as a reduction of deferred production costs.

The level of profitability on the 777X program will be subject to a number of factors.

These factors include aircraft certification requirements and timing, change incorporation on completed aircraft, production disruption due to labor instability (including the ongoing work stoppage) and supply chain disruption, customer delivery timing and negotiations, further production rate adjustments for the 777X or other commercial aircraft programs, and contraction of the accounting quantity.

One or more of these factors could result in additional reach-forward losses in future periods.

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

deferred production costs of $ 12,452 and $ 12,384 , supplier advances of $ 1,394 and $ 1,764 , and unamortized tooling and other non-recurring costs of $ 1,402 and $ 1,480 .

At September 30, 2024, $ 11,403 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 $ 2,451 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

We expensed abnormal production costs of $ 209 and $ 937 during the nine months ended September 30, 2024 and 2023.

Commercial aircraft programs inventory included amounts credited in cash or other consideration (early issue sales consideration) to airline customers totaling $ 4,716 and $ 4,126 at September 30, 2024 and December 31, 2023.

Note 7 – Contracts with Customers

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 .

Table of Cont ents

Unbilled receivables increased from $ 8,317 at December 31, 2023, to $ 9,356 at September 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 $ 57,931 at September 30, 2024, primarily driven by advances on orders received at Commercial Airplanes (BCA).

Revenues recognized during the nine months ended September 30, 2024 and 2023, from amounts recorded as Advances and progress billings at the beginning of each year were $ 11,804 and $ 11,602 .

Revenues recognized during the three months ended September 30, 2024 and 2023, from amounts recorded as Advances and progress billings at the beginning of each year were $ 3,927 and $ 3,717 .

Note 8 – Financing Receivables and Operating Lease Equipment

8 unchanged sentences

Total $ 778 $ 959

Financing arrangements typically range in terms from 1 to 12 years and may include options to extend or terminate.

Our financing arrangements range in terms from 1 to 8 years, and include $ 447 of Investment in sales-type leases, net of allowances, that will be repaid in one year or less.

Financing arrangements may include options to extend or terminate.

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

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.

At September 30, 2024 and December 31, 2023, $ 10 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 nine months ended September 30, 2024.

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

5 unchanged sentences

Total $ 457 $ 556

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:

Financing interest income recorded for the nine months ended September 30, 2024 and 2023, was $ 5 and $ 122 .

Financing interest income recorded for the three months ended September 30, 2024 and 2023, was $ 1 and $ 60 .

Our financing receivable balances at September 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 $ 19 $ 69 $ 29 $ 195 $ 100 $ 132 $ 544

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

At September 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 0.1 %, respectively, to the exposure associated with those receivables.

Table of Cont ents

Financing Receivables Exposure

2 unchanged sentences

717 Aircraft (Accounted for as sales-type leases)

747-8 Aircraft (Accounted for as sales-type leases)

737 Aircraft ($ 112 and $ 148 accounted for as operating leases)

747-8 Aircraft (Primarily accounted for as notes)

737 Aircraft (Primarily accounted for as operating leases)

777 Aircraft (Accounted for as operating leases)

747-400 Aircraft (Accounted for as sales-type leases)

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 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 .

Table of Cont ents

Lease income recorded in Sales of services on the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024 and 2023, included $ 39 and $ 43 of interest income from sales-type leases and $ 45 and $ 45 from operating lease payments.

Lease income recorded in Sales of services on the Condensed Consolidated Statements of Operations for the three months ended September 30, 2024 and 2023, included $ 18 and $ 14 of interest income from sales-type leases and $ 13 and $ 18 from operating lease payments.

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

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

Profit at the commencement of sales-type leases was recorded in Sales of services for the nine months ended September 30, 2024 and 2023, in the amount of $ 9 and $ 24 .

Profit at commencement of sales-type leases was recorded in Sales of services for the three months ended September 30, 2024 and 2023, was $ 5 and $ 4 .

Note 9 – Investments

2 unchanged sentences

Time deposits (1)

$ 1,208 $ 2,753

Equity method investments (2)

4 unchanged sentences

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

(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.

(2) Dividends received were $ 41 and $ 4 during the nine and three months ended September 30, 2024, and $ 28 and $ 23 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 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 .

Cash used for the purchase of time deposits during the nine months ended September 30, 2024 and 2023, was $ 1,298 and $ 13,964 .

Cash proceeds from the maturities of time deposits during the nine months ended September 30, 2024 and 2023, were $ 4,053 a nd $ 10,022 .

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 June 30, 2024.

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

Note 10 – Liabilities, Commitments and Contingencies

1 unchanged sentence

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 six months ended June 30, 2024 and 2023.

This charge is reflected in the financial statements as a reduction to Sales of products.

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

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

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Changes in estimates 510 ( 54 )

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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Ending balance – September 30 $ 814 $ 1,451

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

The contracted amount includes $ 171 expected to be paid in cash primarily in 2024, while the remaining amounts are primarily expected to be liquidated by lower customer delivery payments.

Environmental

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

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

Beginning balance – January 1 $ 844 $ 752

1 unchanged sentence

Changes in estimates 98 149

Ending balance – June 30 $ 831 $ 800

Ending balance – September 30 $ 875 $ 855

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 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 .

At September 30, 2024 and December 31, 2023, the high end of the estimated range of reasonably possible remediation costs exceeded our recorded liabilities by $ 997 and $ 1,030 .

Product Warranties

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

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

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

2 unchanged sentences

Changes in estimates ( 27 ) 285

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

Ending balance – September 30 $ 2,191 $ 2,423

Commercial Aircraft Trade-In Commitments

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The probability that trade-in commitments will be exercised is determined by using both quantitative information from valuation sources and qualitative information from other sources.

The probability of exercise is assessed quarterly, or as events trigger a change, and takes into consideration the current economic and airline industry environments.

The probability of

exercise is assessed quarterly, or as events trigger a change, and takes into consideration the current economic and airline industry environments.

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 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 .

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

At September 30, 2024 and December 31, 2023, total contractual trade-in commitments were $ 1,325 and $ 1,415 .

As of September 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 $ 431 and $ 407 and the fair value of the related trade-in aircraft was $ 428 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 $ 17,356 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

Financing commitments related to aircraft on order, including options and those proposed in sales campaigns, and refinancing of delivered aircraft, totaled $ 17,379 and $ 17,003 as of September 30, 2024 and December 31, 2023.

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

October through December 2024

Thereafter 3,725

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

As of September 30, 2024, $ 14,053 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.

Other Financial Commitments

We have financial commitments to make additional capital contributions totaling $ 262 to certain joint ventures over the next nine years .

We have financial commitments to make additional capital contributions totaling $ 261 to certain joint ventures over the next eight years .

Standby Letters of Credit and Surety Bonds

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 $ 3,184 and $ 4,548 as of June 30, 2024 and December 31, 2023.

Contingent liabilities on outstanding letters of credit agreements and surety bonds aggregated approximately $ 2,912 and $ 4,548 as of September 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 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.

At September 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.

Recoverable Costs on Government Contracts

4 unchanged sentences

If we are unable to satisfactorily resolve disputed costs, we could be required to record an earnings charge and/or provide refunds to the U.S.

In addition, we are making certain capital expenditures in anticipation of future contract awards that have risk for impairment if we are not selected.

Fixed-Price Contracts

1 unchanged sentence

Certain of the fixed-price contracts are for the development of new products, services and related technologies.

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

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

Estimating the cost and time for us and our suppliers to complete these contracts is inherently uncertain due to operational and technical complexities.

This uncertainty requires us to make significant judgments and assumptions about future operational and technical performance, and the outcome of customer and/or supplier contractual negotiations.

The risk that actual performance, technical or contractual outcomes could be different than those previously assumed creates financial risk that could trigger additional material earnings charges, termination provisions, order cancellations, or other financially significant exposure.

VC-25B Presidential Aircraft

4 unchanged sentences

and factory performance related to labor instability.

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.

During the second quarter of 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.

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In 2011, we were awarded a contract from the USAF to design, develop, manufacture, and deliver four next generation aerial refueling tankers as well as priced options for 13 annual production lots totaling 179 aircraft.

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 June 30, 2024.

Since 2016, the USAF has authorized 10 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 September 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.

1 unchanged sentence

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.

During the second quarter of 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.

During the three months ended September 30, 2024, we increased the reach-forward loss on the contract by $ 661 to reflect higher than anticipated factory disruption, higher estimated supplier costs, the projected impacts of IAM 751 contract negotiations and the ongoing work stoppage, and increased cost allocations primarily resulting from lower commercial airplane production rates.

As of September 30, 2024, we had approximately $ 137 of capitalized precontract costs and $ 313 of potential termination liabilities to suppliers related to future production lots.

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

1 unchanged sentence

The contract is a fixed-price contract that now includes development and delivery of seven aircraft and test articles at a contract price of $ 890 .

In connection with winning the competition, we recognized a reach-forward loss of $ 291 in the third quarter of 2018.

In connection with winning the competition, we recognized a reach-forward loss of

$ 291 in the third quarter of 2018.

During 2023, we increased the reach-forward loss by $ 231 primarily driven by production and flight testing delays as well as higher than anticipated production costs to complete EMD aircraft attributable to factory performance.

During the first quarter of 2024, we were awarded a cost-type contract modification totaling $ 657 for two additional test aircraft plus other scope increases.

During the three months ended September 30, 2024, we increased the reach-forward loss by $ 217 primarily reflecting higher than anticipated production costs to complete EMD aircraft.

The initial EMD units are currently progressing through the factory and the increase reflects recent and projected factory performance as well as the higher than anticipated complexity of the production build.

We expect the initial units to complete production in 2025 and begin flight testing.

We will be initiating final assembly operations at our new facility at Mid-America St.

Louis Airport in Mascoutah, Illinois, in early 2025.

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

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The production portion of the contract includes 11 production lots for aircraft and related services for 346 T-7A Red Hawk aircraft that we believe are probable of being exercised.

We expect the first production and support contract option to be exercised in 2025.

Four EMD aircraft have been delivered as of September 30, 2024, and the flight testing is ongoing.

We expect the first production and support contract option to be exercised in 2025 with the remaining lots expected to be exercised annually thereafter.

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 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.

During the second quarter of 2024, we increased the reach-forward loss on 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.

During the three months ended September 30, 2024, we increased the reach-forward loss on the program by $ 908 primarily to reflect higher estimated supplier costs related to future production lots.

The higher estimated supplier costs are based on our updated assessment that previously assumed cost estimates are not projected to be realized in the current environment based on ongoing contracting activity and discussions with suppliers.

The revised estimates include priced options or not-to-exceed pricing for contractually committed suppliers and escalated current prices for uncontracted work.

We also provisioned for a supplier not fulfilling their contractual requirements for certain production lots.

The charge also includes a provision related to certain equipment no longer assumed to be customer-furnished.

At September 30, 2024, we had approximately $ 285 of capitalized precontract costs and $ 594 of potential termination liabilities to suppliers related to certain long-lead items for the first 4 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 (ISS).

National Aeronautics and Space Administration 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.

2 unchanged sentences

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.

Its return to Earth was delayed to allow time to perform further testing of propulsion system anomalies and returned to Earth uncrewed in September 2024.

As a result of the CFT delays, during the second quarter of 2024, we increased the reach-forward loss on the program by $ 125 .

During the three months ended September 30, 2024, we increased the reach-forward loss on the program by $ 250 primarily to reflect schedule delays and higher testing and certification costs.

At September 30, 2024, we had approximately $ 240 of capitalized precontract costs and $ 257 of potential termination liabilities to suppliers related to fixed-price unauthorized future missions.

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

7 unchanged sentences

2024 December 31

2023 September 30

2024 December 31

2023 September 30

2024 December 31

12 unchanged sentences

Current outstanding credit guarantees expire through 2036.

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

4 unchanged sentences

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 %.

On May 1, 2024, we issued $ 10.0 billion of fixed-rate senior notes consisting of $ 1.0 billion due May 1, 2027 that bear an annual interest rate of 6.259 %, $ 1.5 billion due May 1, 2029 that bear an annual interest rate of 6.298 %, $ 1.0 billion due May 1, 2031 that bear an annual interest rate of 6.388 %, $ 2.5 billion due May 1, 2034 that bear an annual interest rate of 6.528 %, $ 2.5 billion due May 1, 2054 that bear an annual interest rate of 6.858 %, and $ 1.5 billion 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.

On May 15, 2024, we entered into a $ 4.0 billion five-year revolving credit agreement expiring in May 2029.

Effective May 15, 2024, we terminated the $ 0.8 billion 364 -day revolving credit agreement expiring in August 2024, and the $ 3.2 billion five-year revolving credit agreement, as amended, expiring in October 2024.

Our $ 3.0 billion three-year revolving credit agreement expiring in August 2025 and $ 3.0 billion five-year revolving credit agreement expiring in August 2028 each remain in effect.

As of September 30, 2024, we had $ 10.0 billion available under credit line agreements.

On October 14, 2024, we entered into a $ 10.0 billion 364 -day supplemental credit agreement (Credit Agreement) that allows us to make up to five draws of no less than $ 2.0 billion per draw.

Under the Credit Agreement, we will pay a funding fee of 0.50 % of the aggregate principal amount of each advance made under the Credit Agreement.

Under the Credit Agreement, we will also pay a duration fee between 0.50 % and 1.00 % of the aggregate amount of outstanding advances and unused commitments under the Credit Agreement, which shall be payable 90 to 270 days after the closing date, as applicable.

Borrowings under the Credit Agreement that are not based on the secured overnight funding rate (“SOFR”) will bear interest at an annual rate equal to the highest of (1) the rate announced publicly by Citibank, from time to time, as its “base” rate, (2) the federal funds rate plus 0.50 % and (3) Adjusted Term SOFR (as defined in the Credit Agreement) for a period of one month plus 1.00 %, in each case plus between 0.375 % and 1.00 %, depending on Boeing’s credit rating.

Borrowings under the Credit Agreement that are based on SOFR will generally bear interest based on Adjusted Term SOFR (as defined in the Credit Agreement) plus between 1.375 % and 2.00 %, depending on our credit rating.

Commitments under the Credit Agreement are scheduled to terminate 120 days after the date of the Credit Agreement and any outstanding advances mature 364 days after the date of the Credit Agreement.

The Credit Agreement contains prepayment events that require the Company to prepay outstanding advances or reduce the commitments if the Company has any debt incurrence, equity issuance or disposition of assets, subject to customary terms and conditions set forth in the Credit Agreement.

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 were as follows:

Six months ended June 30 Three months ended June 30

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

Nine months ended September 30 Three months ended September 30

Pension Plans 2024 2023 2024 2023

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($ 363 ) ($ 399 ) ($ 121 ) ($ 133 )

Six months ended June 30 Three months ended June 30

Nine months ended September 30 Three months ended September 30

Other Postretirement Plans 2024 2023 2024 2023

16 unchanged sentences

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

5 unchanged sentences

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 six and three months ended June 30, 2024 and 2023, were as follows:

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

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

1 unchanged sentence

Balance at January 1, 2023 ($ 167 ) ($ 24 ) ($ 9,359 ) ($ 9,550 )

Other comprehensive income/(loss) before reclassifications

Other comprehensive (loss)/income before reclassifications

( 29 ) 1 ( 60 ) ( 5 ) ( 93 )

Amounts reclassified from AOCI

( 2 ) ( 44 ) (2)

Net current period Other comprehensive income/(loss)

Net current period Other comprehensive (loss)/income

( 29 ) 1 ( 58 ) ( 72 ) ( 158 )

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

Balance at September 30, 2023 ($ 196 ) $ 1 ($ 82 ) ($ 9,431 ) ($ 9,708 )

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

Other comprehensive loss before reclassifications

Other comprehensive income/(loss) before reclassifications

30 1 ( 13 ) ( 12 ) 6

Amounts reclassified from AOCI

Net current period Other comprehensive loss

Net current period Other comprehensive income/(loss)

30 1 13 ( 12 ) 32

Balance at September 30, 2024 ($ 104 ) $ 3 $ 25 ($ 10,197 ) ($ 10,273 )

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

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

Other comprehensive (loss)/income before reclassifications

1 unchanged sentence

Amounts reclassified from AOCI

Net current period Other comprehensive loss

Net current period Other comprehensive (loss)/income

( 39 ) 1 ( 31 ) ( 22 ) ( 91 )

Balance at September 30, 2023 ($ 196 ) $ 1 ($ 82 ) ($ 9,431 ) ($ 9,708 )

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

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

Other comprehensive income/(loss) before reclassifications

Other comprehensive income before reclassifications

54 1 63 1 119

1 unchanged sentence

Net current period Other comprehensive income

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

54 1 63 1 119

Balance at September 30, 2024 ($ 104 ) $ 3 $ 25 ($ 10,197 ) ($ 10,273 )

(1) Net of tax.

(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.

(2) Primarily relates to the amortization of prior service credits and actuarial gains included in net periodic benefit cost for the nine and three months ended September 30, 2023 totaling ($ 67 ) and ($ 23 ) (net of tax of $ 18 and $ 5 ).

Note 16 – Derivative Financial Instruments

4 unchanged sentences

Our commodity contracts hedge forecasted transactions through 2028.

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Derivative Instruments Not Receiving Hedge Accounting Treatment

9 unchanged sentences

2024 December 31

2023 September 30

2024 December 31

2023 September 30

2024 December 31

10 unchanged sentences

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

Six months ended June 30 Three months ended June 30

Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

3 unchanged sentences

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

Six months ended June 30 Three months ended June 30

Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

5 unchanged sentences

General and administrative expense 5 6 2 1

Gains/(losses) related to undesignated derivatives on foreign exchange and commodity cash flow hedging transactions recognized in Other income, net were insignificant for the six and three months ended June 30, 2024 and 2023.

Table of Cont ents

Based on our portfolio of cash flow hedges, we expect to reclassify losses of $ 24 (pre-tax) out of AOCI into earnings during the next 12 months.

1 unchanged sentence

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 .

The fair value of those contracts in a net liability position at September 30, 2024 was $ 3 .

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.

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

Note 17 – Fair Value Measurements

3 unchanged sentences

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.

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Total Level 1 Level 2 Total Level 1 Level 2

8 unchanged sentences

Derivatives ($ 29 ) ($ 29 ) ($ 58 ) ($ 58 )

Other ( 17 ) ( 17 )

Total liabilities ($ 29 ) ($ 29 ) ($ 58 ) ($ 58 )

3 unchanged sentences

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.

Table of Cont ents

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

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:

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

Fair Value Total

6 unchanged sentences

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.

These approaches are 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.

2 unchanged sentences

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 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.

For Level 3 assets that were measured at fair value on a nonrecurring basis during the period ended September 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

6 unchanged sentences

(2) The negative amount represents the sum, for all aircraft subject to fair value measurement, of all downward adjustments based on consideration of individual aircraft attributes and condition.

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

Table of Cont ents

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:

June 30, 2024

September 30, 2024

Amount Total Fair

13 unchanged sentences

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 June 30, 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 September 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).

Table of Cont ents

Note 18 – Legal Proceedings

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We believe, based upon current information, that the outcome of any currently pending legal proceeding, claim, or government dispute, inquiry or investigation will not have a material effect on our financial position, results of operations or cash flows.

With respect to the matters set forth below, we cannot reasonably estimate a range of loss in excess of recorded amounts, if any.

Except as otherwise described below, we cannot reasonably estimate a range of loss in excess of recorded amounts, if any, for the matters set forth below.

Multiple legal actions and inquiries were initiated as a result of the October 29, 2018 accident of Lion Air Flight 610 and the March 10, 2019 accident of Ethiopian Airlines Flight 302.

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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 the third quarter of 2024.

Embraer disputed our right to terminate the agreements, and the dispute was submitted to arbitration.

Arbitration proceedings concluded on September 13, 2024.

Pursuant to a collar agreement entered into between the parties, we paid Embraer $ 150 in October 2024, resolving the dispute between the parties.

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.

Table of Cont ents

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) Six months ended June 30 Three months ended June 30

(Dollars in millions) Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

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

Table of Cont ents

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

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

(Dollars in millions) Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

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BGS revenues consisted of the following:

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

(Dollars in millions) Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

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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 June 30, 2024 was $ 515,874 .

Our backlog at September 30, 2024 was $ 510,509 .

We expect approximately 19 % to be converted to revenue through 2025 and approximately 64 % through 2028, with the remainder thereafter.

There is significant uncertainty regarding the timing of when backlog will convert into revenue.

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.

Table of Cont ents

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

Unallocated Items, Eliminations and Other

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Government Cost Accounting Standards (CAS).

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

Six months ended June 30 Three months ended June 30

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

Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

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($ 1,364 ) ($ 1,067 ) ($ 418 ) ($ 271 )

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.

Eliminations and other unallocated items for the nine months ended September 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.

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

Six months ended June 30 Three months ended June 30

Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

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FAS/CAS service cost adjustment $ 832 $ 863 $ 228 $ 281

Table of Cont ents

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.

Table of Cont ents

Note 20 – Subsequent Events

On October 11, 2024, we announced that we plan to reduce the size of our total workforce by roughly 10 percent.

On October 14, 2024, we entered into a $ 10,000 364 -day supplemental credit agreement (see Note 12 for additional information).

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 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").

We have reviewed the accompanying condensed consolidated statement of financial position of The Boeing Company and subsidiaries (the “Company”) as of September 30, 2024, the related condensed consolidated statements of operations, comprehensive income, and equity for the three-month and nine-month periods ended September 30, 2024 and 2023, and of cash flows for the nine-month periods ended September 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

July 31, 2024

Table of Cont ents

October 23, 2024

FORWARD-LOOKING STATEMENTS

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

Table of Cont ents

(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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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.

Table of Cont ents

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