What changed in this filing

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Item 1. Financial Statements

2025-04-23 compared with 2024-10-23 · 301 added, 422 removed, 630 unchanged (53% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations

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

2024 2023 2024 2023

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

Sales of products $ 16,147 $ 13,268

4 unchanged sentences

Total costs and expenses ( 17,079 ) ( 14,693 )

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

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

Income from operating investments, net 3 67

General and administrative expense ( 1,112 ) ( 1,161 )

Research and development expense, net ( 844 ) ( 868 )

Gain on dispositions, net 5 1

Loss from operations ( 6,937 ) ( 1,056 ) ( 5,761 ) ( 808 )

Loss on dispositions, net ( 3 )

Earnings/(loss) from operations 461 ( 86 )

Other income, net 323 277

Interest and debt expense ( 708 ) ( 569 )

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

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

Earnings/(loss) before income taxes 76 ( 378 )

Income tax (expense)/benefit ( 107 ) 23

Net loss ( 31 ) ( 355 )

net loss attributable to noncontrolling interest ( 16 ) ( 13 ) ( 4 ) ( 2 )

net earnings/(loss) attributable to noncontrolling interest 6 ( 12 )

Net loss attributable to Boeing shareholders ( 37 ) ( 343 )

Mandatory convertible preferred stock dividends accumulated during the period 86

Net loss attributable to Boeing common shareholders ($ 123 ) ($ 343 )

Basic loss per share ($ 0.16 ) ($ 0.56 )

Diluted loss per share ($ 0.16 ) ($ 0.56 )

Weighted average diluted shares (millions) 616.1 605.0 618.8 607.2

See Notes to the Condensed Consolidated Financial Statements.

1 unchanged sentence

Condensed Consolidated Statements of Comprehensive Income

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

2024 2023 2024 2023

(Dollars in millions) Three months ended March 31

Net loss ($ 31 ) ($ 355 )

1 unchanged sentence

Currency translation adjustments 46 ( 35 )

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

Derivative instruments:

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

( 13 ) ( 60 ) 63 ( 35 )

Unrealized gains/(losses) arising during period, net of tax of ($ 20 ) and $ 19

Reclassification adjustment for losses included in net loss, net of tax of ($ 5 ) and ($ 2 )

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

13 ( 58 ) 63 ( 31 )

Defined benefit pension plans and other postretirement benefits:

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

( 18 ) ( 5 ) 1

Amortization of actuarial losses/(gains) included in net periodic benefit cost, net of tax of ($ 30 ), $ 1 , ($ 10 ) and $ 0

38 ( 6 ) 12 ( 2 )

Net actuarial loss arising during the period, net of tax of $ 0 and $ 17

Amortization of actuarial losses included in net periodic benefit cost, net of tax of $ 3 and ($ 12 )

Amortization of prior service credits included in net periodic benefit cost, net of tax of ($ 1 ) and $ 12

3 unchanged sentences

Other comprehensive income/(loss), net of tax

32 ( 158 ) 119 ( 91 )

Comprehensive loss, net of tax ( 7,936 ) ( 2,370 ) ( 6,055 ) ( 1,729 )

Comprehensive loss related to noncontrolling interest

( 16 ) ( 13 ) ( 4 ) ( 2 )

Comprehensive loss attributable to Boeing Shareholders, net of tax ($ 7,920 ) ($ 2,357 ) ($ 6,051 ) ($ 1,727 )

Comprehensive income/(loss) 124 ( 462 )

Comprehensive income/(loss) related to noncontrolling interest

Comprehensive income/(loss) attributable to Boeing Shareholders $ 118 ($ 450 )

See Notes to the Condensed Consolidated Financial Statements.

1 unchanged sentence

Condensed Consolidated Statements of Financial Position

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

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

2025 December 31

29 unchanged sentences

Shareholders’ equity:

Mandatory convertible preferred stock, 6.00 % Series A, par value $ 1.00 – 20,000,000 shares authorized;

5,750,000 shares issued;

aggregate liquidation preference $ 5,750

Common stock, par value $ 5.00 – 1,200,000,000 shares authorized;

12 unchanged sentences

Condensed Consolidated Statements of Cash Flows

(Dollars in millions) Nine months ended September 30

(Dollars in millions) Three months ended March 31

Cash flows – operating activities:

Net loss ($ 31 ) ($ 355 )

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

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

Non-cash items –

3 unchanged sentences

Investment/asset impairment charges, net 7 21

Gain on dispositions, net ( 5 ) ( 1 )

777X and 767 reach-forward losses 3,006

Loss on dispositions, net 3

Other charges and credits, net 99 10

11 unchanged sentences

Financing receivables and operating lease equipment, net 12 79

Net cash (used)/provided by operating activities ( 8,630 ) 2,579

Net cash used by operating activities ( 1,616 ) ( 3,362 )

Cash flows – investing activities:

1 unchanged sentence

Proceeds from disposals of property, plant and equipment 3 11

Acquisitions, net of cash acquired ( 50 ) ( 19 )

Contributions to investments ( 8,797 ) ( 243 )

Proceeds from investments 7,750 2,907

Supplier notes receivable ( 494 ) ( 162 )

Repayments on supplier notes receivable 40

Purchase of distribution rights ( 88 )

Other 1 ( 34 )

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

Net cash (used)/provided by investing activities ( 1,717 ) 2,074

Cash flows – financing activities:

1 unchanged sentence

Debt repayments ( 295 ) ( 4,442 )

Stock options exercised 45

Employee taxes on certain share-based payment arrangements ( 14 ) ( 65 )

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

Dividends paid on mandatory convertible preferred stock ( 72 )

Net cash used by financing activities ( 338 ) ( 4,462 )

Effect of exchange rate changes on cash and cash equivalents 12 ( 28 )

7 unchanged sentences

Condensed Consolidated Statements of Equity

For the nine months ended September 30, 2024 and 2023

For the three months ended March 31, 2025 and 2024

Boeing shareholders

(Dollars in millions) Common

Stock Additional

Capital Treasury Stock Retained

Earnings Accumulated Other Comprehensive Loss Non-

Interests Total

(Dollars in millions) Mandatory convertible preferred stock

Treasury stock

Accumulated other comprehensive loss

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

3 unchanged sentences

Share-based compensation 119 119

Treasury shares issued for stock options exercised, net

Treasury shares issued for other share-based plans, net

1 unchanged sentence

Treasury shares issued for 401(k) contribution 227 379 606

Subsidiary shares purchased from noncontrolling interests

( 267 ) ( 267 )

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

Balance at January 1, 2025 $ 6 $ 5,061 $ 18,964 ($ 32,386 ) $ 15,362 ($ 10,915 ) ($ 6 ) ($ 3,914 )

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

Net (loss)/earnings

( 37 ) 6 ( 31 )

Other comprehensive income, net of tax of ($ 23 )

3 unchanged sentences

Treasury shares issued for 401(k) contribution 123 295 418

Other changes in noncontrolling interests 1 1

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.

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Equity

For the three months ended September 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 July 1, 2023 $ 5,061 $ 10,310 ($ 50,181 ) $ 28,910 ($ 9,617 ) $ 24 ($ 15,493 )

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

Other comprehensive loss, net of tax of $ 14

( 91 ) ( 91 )

Share-based compensation 167 167

Treasury shares issued for stock options exercised, net

Treasury shares issued for other share-based plans, net

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

Other changes in noncontrolling interests

Cash dividends declared on Mandatory convertible preferred stock

( 86 ) ( 86 )

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 )

Other comprehensive income, net of tax of ($ 17 )

Share-based compensation 102 102

Treasury shares issued for other share-based plans, net ( 7 ) 18 11

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

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

Balance at March 31, 2025 $ 6 $ 5,061 $ 19,008 ($ 31,879 ) $ 15,239 ($ 10,760 ) ($ 3,325 )

See Notes to the Condensed Consolidated Financial Statements.

2 unchanged sentences

Summary of Business Segment Data

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

2024 2023 2024 2023

(Dollars in millions) Three months ended March 31

Commercial Airplanes $ 8,147 $ 4,653

3 unchanged sentences

Total revenues $ 19,496 $ 16,569

Loss from operations:

Earnings/(loss) from operations:

Commercial Airplanes ($ 537 ) ($ 1,143 )

1 unchanged sentence

Global Services 943 916

Segment operating loss ( 6,405 ) ( 852 ) ( 5,571 ) ( 818 )

Segment operating earnings/(loss) 561 ( 76 )

Unallocated items, eliminations and other ( 362 ) ( 312 )

FAS/CAS service cost adjustment 262 302

Loss from operations ( 6,937 ) ( 1,056 ) ( 5,761 ) ( 808 )

Earnings/(loss) from operations 461 ( 86 )

Other income, net 323 277

Interest and debt expense ( 708 ) ( 569 )

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

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

Earnings/(loss) before income taxes 76 ( 378 )

Income tax (expense)/benefit ( 107 ) 23

Net loss ( 31 ) ( 355 )

net loss attributable to noncontrolling interest ( 16 ) ( 13 ) ( 4 ) ( 2 )

net earnings/(loss) attributable to noncontrolling interest 6 ( 12 )

Net loss attributable to Boeing shareholders ( 37 ) ( 343 )

Mandatory convertible preferred stock dividends accumulated during the period 86

Net loss attributable to Boeing common shareholders ($ 123 ) ($ 343 )

This information is an integral part of the Notes to the Condensed Consolidated Financial Statements.

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

The results of operations for the period ended March 31, 2025, 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 2024 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

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.

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.

Our Military Aircraft reporting unit within our Defense, Space & Security (BDS) segment had goodwill of $ 1,295 and a negative carrying value at March 31, 2025.

Long-term Contracts

3 unchanged sentences

When the current estimates of total revenues and costs at completion for a long-term contract indicate a loss, a provision for the entire reach-forward loss on the long-term contract is recognized.

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) Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

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 Earnings/(loss) from operations from changes in estimated losses on unexercised options.

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

Decrease to Revenue ($ 140 ) ($ 218 )

4 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 in an all-stock transaction at 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 AeroSystems Holdings, Inc.

(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.

3 unchanged sentences

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.

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.

In addition, Spirit is selling certain of its other operations.

On January 31, 2025, Spirit's stockholders approved the Merger Agreement and the related transactions.

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 or the last day of each extension period, as applicable , all of the closing conditions except those relating to regulatory approvals have been satisfied or waived) (the Outside Date).

The first automatic extension is now in effect.

Accordingly, the Outside Date is currently June 30, 2025.

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 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.

During 2023 and 2024, Boeing reached agreements to provide Spirit up to $ 1,067 to support its liquidity, rate readiness, and 787 tooling and capital expenditures, of which $ 166 has yet to be drawn.

At March 31, 2025 and December 31, 2024, Other current assets included $ 24 and $ 539 and Other assets included $ 784 and $ 299 .

At March 31, 2025 and December 31, 2024, advance payments to Spirit of $ 162 and $ 165 were included in Inventories and are scheduled to be recovered as the related shipsets are received by Boeing from Spirit.

On January 22, 2025, Boeing and Spirit reached an agreement to reschedule repayment dates for $ 515 to 2026.

This includes changing repayment of $ 425 originally due in 2024 to 2026.

In the event that the Merger Agreement is terminated in accordance with its terms, the then outstanding balances will become due and payable in full on April 1, 2026.

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.

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.

Diluted weighted average common shares outstanding is calculated using the treasury stock method.

Basic earnings per share is calculated by taking net earnings attributable to Boeing shareholders, less Mandatory convertible preferred stock dividends accumulated during the period and 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 Mandatory convertible preferred stock dividends accumulated during the period and earnings available to participating securities, divided by the diluted weighted average common shares outstanding.

Diluted weighted average common shares outstanding is calculated using the treasury stock method for share-based compensation awards and the if-converted method for Mandatory convertible preferred stock.

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

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

2024 2023 2024 2023

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

Net loss attributable to Boeing shareholders ($ 37 ) ($ 343 )

Mandatory convertible preferred stock dividends accumulated during the period

earnings available to participating securities

2 unchanged sentences

Basic weighted average shares outstanding

616.1 605.0 618.8 607.2

participating securities (1)

0.3 0.3 0.2 0.3

Basic weighted average common shares outstanding

615.8 604.7 618.6 606.9

Diluted weighted average shares outstanding

616.1 605.0 618.8 607.2

participating securities (1)

0.3 0.3 0.2 0.3

Diluted weighted average common shares outstanding

615.8 604.7 618.6 606.9

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) Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

(Shares in millions) Three months ended March 31

Performance restricted stock units 0.6 0.5

1 unchanged sentence

Stock options 0.9 0.8

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.

In addition, potential common shares of 37.1 million and 3.1 million for the three months ended March 31, 2025 and 2024 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

We computed our 2024 interim tax provision using an estimated annual effective tax rate of ( 1.9 )%, adjusted for discrete items.

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

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.

Our effective tax rates were 140.8 % and 6.1 % for the three months ended March 31, 2025 and 2024.

The effective tax rate for the three months ended March 31, 2025, primarily reflects an increase in the domestic income tax valuation allowance treated as a discrete expense.

As of December 31, 2024, we had recorded valuation allowances of $ 7,837 primarily for certain domestic deferred tax assets, and certain domestic net operating losses, tax credits 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.

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 third quarter of 2025.

We expect the next cycle to cover the 2021-2023 tax years;

however, the Internal Revenue Service has not confirmed a start date.

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 nine months ended September 30, 2024 and 2023, consisted of the following:

The changes in allowances for expected credit losses for the three months ended March 31, 2025 and 2024, consisted of the following:

Accounts receivable Unbilled receivables Other current assets Financing receivables

4 unchanged sentences

Recoveries 1 1

Balance at September 30, 2023

Balance at March 31, 2024

($ 102 ) ($ 20 ) ($ 42 ) ($ 36 ) ($ 132 ) ($ 332 )

3 unchanged sentences

Recoveries 1 1

Balance at September 30, 2024

Balance at March 31, 2025

($ 87 ) ($ 41 ) ($ 46 ) ($ 4 ) ($ 237 ) ($ 415 )

6 unchanged sentences

Commercial spare parts, used aircraft, general stock materials and other

10,827 10,430

Total $ 89,077 $ 87,550

(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.

(1) Capitalized precontract costs at March 31, 2025 and December 31, 2024, included amounts related to Commercial Crew, T-7A Red Hawk Production Options and KC-46A Tanker.

Commercial Aircraft Programs

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

At March 31, 2025 and December 31, 2024, commercial aircraft programs inventory included the following amounts related to the 737 program:

deferred production costs of $ 10,748 and $ 9,679 and unamortized tooling and other non-recurring costs of $ 891 and $ 909 .

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:

At March 31, 2025, $ 11,587 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 $ 52 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

At March 31, 2025 and December 31, 2024, commercial aircraft programs inventory included the following amounts related to the 777X program:

$ 4,145 and $ 3,476 of work in process (including deferred production costs of $ 360 and $ 0 ) and $ 4,209 and $ 4,122 of unamortized tooling and other non-recurring costs.

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:

At March 31, 2025 and December 31, 2024, commercial aircraft programs inventory included the following amounts related to the 787 program:

deferred production costs of $ 13,452 and $ 13,178 , supplier advances of $ 1,550 and $ 1,379 , and unamortized tooling and other non-recurring costs of $ 1,361 and $ 1,370 .

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.

At March 31, 2025, $ 11,902 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 $ 2,911 are expected to be recovered from units included in the program accounting quantity that represent expected future orders.

We expensed abnormal production costs of $ 30 and $ 80 during the three months ended March 31, 2025 and 2024.

Commercial aircraft programs inventory included amounts credited in cash or other consideration (early issue sales consideration) to airline customers totaling $ 5,953 and $ 5,837 at March 31, 2025 and December 31, 2024.

Note 7 – Contracts with Customers

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 .

Unbilled receivables increased from $ 8,363 at December 31, 2024, to $ 9,031 at March 31, 2025, primarily driven by revenue recognized in excess of billings at BDS.

Advances and progress billings increased from $ 60,333 at December 31, 2024, to $ 61,114 at March 31, 2025, primarily driven by advances on orders received at Commercial Airplanes (BCA) and BGS, partially offset by revenue recognized at BDS.

Revenues recognized during the three months ended March 31, 2025 and 2024, from amounts recorded as Advances and progress billings at the beginning of each year were $ 5,488 and $ 4,181 .

Note 8 – Financing Receivables and Operating Lease Equipment

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

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.

At March 31, 2025 and December 31, 2024, $ 4 and $ 7 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 three months ended March 31, 2025.

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

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Total $ 195 $ 203

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

Financing interest income recorded for the three months ended March 31, 2025 and 2024, was $ 2 and $ 2 .

Our financing receivable balances at March 31, 2025 by internal credit rating category and year of origination consisted of the following:

Rating categories 2023 2022 2021 Prior Total

BBB $ 31 $ 27 $ 121 $ 13 $ 192

Total carrying value of financing receivables $ 31 $ 27 $ 124 $ 95 $ 277

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

At March 31, 2025, 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.

Financing Receivables Exposure

The majority of our financing receivables and operating lease equipment portfolio is concentrated in the following aircraft models:

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717 Aircraft (Accounted for as sales-type leases)

777 Aircraft (Accounted for as operating leases)

747-8 Aircraft (Primarily accounted for as notes)

737 Aircraft (Primarily accounted for as operating leases) 47 47

777 Aircraft (Accounted for as operating leases)

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

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 .

Lease income recorded in Sales of services on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024, included $ 5 and $ 10 of interest income from sales-type leases and $ 12 and $ 18 from operating lease payments.

Variable lease payments for sales-type leases recognized in interest income for the three months ended March 31, 2025 and 2024, were insignificant.

Variable lease payments on operating leases for the three and three months ended March 31, 2025 and 2024, were insignificant.

Profit at the commencement of sales-type leases for the three months ended March 31, 2025 and 2024, was insignificant.

Note 9 – Investments

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Time deposits (1)

$ 13,009 $ 11,960

Equity method investments (2)

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

(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.

(2) Dividends received were $ 2 and $ 20 during the three months ended March 31, 2025 and 2024.

(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 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 .

Cash used for the purchase of time deposits during the three months ended March 31, 2025 and 2024, was $ 8,635 and $ 90 .

Cash proceeds from the maturities of time deposits during the three months ended March 31, 2025 and 2024, were $ 7,585 a nd $ 2,740 .

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 September 30, 2024.

These instruments are considered investment grade, and we have not recognized an allowance for credit losses as of March 31, 2025.

Fair value of available-for-sale debt investments approximates amortized cost.

Note 10 – Liabilities, Commitments and Contingencies

737 MAX Customer Concessions and Other Considerations

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.

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 January 2024 737-9 door plug accident and 737-9 grounding.

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.

The following table summarizes changes in the 737 MAX customer concessions and other considerations liability during the three months ended March 31, 2025 and 2024.

Beginning balance – January 1 $ 641 $ 1,327

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Changes in estimates 510

Ending balance – September 30 $ 814 $ 1,451

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

Ending balance – March 31 $ 568 $ 1,284

At March 31, 2025, $ 92 of the liability balance remains subject to negotiations with customers.

The contracted amount includes $ 109 expected to be paid in cash primarily in 2025, 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 nine months ended September 30, 2024 and 2023.

The following table summarizes changes in environmental remediation liabilities during the three months ended March 31, 2025 and 2024.

Beginning balance – January 1 $ 834 $ 844

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Changes in estimates 34 7

Ending balance – September 30 $ 875 $ 855

Ending balance – March 31 $ 855 $ 837

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 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 .

At March 31, 2025 and December 31, 2024, the high end of the estimated range of reasonably possible remediation costs exceeded our recorded liabilities by $ 996 and $ 1,002 .

Product Warranties

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

The following table summarizes changes in product warranty liabilities recorded during the three months ended March 31, 2025 and 2024.

Beginning balance – January 1 $ 2,133 $ 2,448

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Changes in estimates 240

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

Ending balance – March 31 $ 2,323 $ 2,395

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 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 .

Trade-in commitment agreements at March 31, 2025, have expiration dates from 2025 through 2032.

At March 31, 2025, and December 31, 2024, total contractual trade-in commitments were $ 1,512 and $ 1,393 .

As of March 31, 2025 and December 31, 2024, we estimated it was probable we would be obligated to perform on certain of these commitments with net amounts payable to customers totaling $ 71 and $ 275 and the fair value of the related trade-in aircraft was $ 67 and $ 270 .

Financing Commitments

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

Financing commitments related to aircraft on order, including options and those proposed in sales campaigns, and refinancing of delivered aircraft, totaled $ 17,157 and $ 17,124 as of March 31, 2025 and December 31, 2024.

The estimated earliest potential funding dates for these commitments as of March 31, 2025 are as follows:

April through December 2025

Thereafter 2,794

As of September 30, 2024, $ 14,053 of these financing commitments relate to customers we believe have less than investment-grade credit.

As of March 31, 2025, $ 13,832 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 $ 2,912 and $ 4,548 as of September 30, 2024 and December 31, 2023.

Contingent liabilities on outstanding letters of credit agreements and surety bonds aggregated approximately $ 3,036 and $ 2,991 as of March 31, 2025 and December 31, 2024.

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 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.

At March 31, 2025 and December 31, 2024, Accounts payable included $ 2,107 and $ 2,703 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.

Recoverable Costs on Government Contracts

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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.

In March 2025, the U.S.

Air Force (USAF) announced that Boeing has been awarded a contract to design, build and deliver the F-47, its next-generation fighter aircraft.

We are making certain capital expenditures that have risk for impairment pending completion of the source selection and evaluation review process for the next-generation fighter aircraft.

Total capital investment was approximately $ 500 at March 31, 2025.

Fixed-Price Contracts

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VC-25B Presidential Aircraft

The Company’s firm fixed-price contract for the Engineering and Manufacturing Development (EMD) effort on the U.S.

Air Force’s (USAF) VC-25B Presidential Aircraft, commonly known as Air Force One, is a $ 4 billion program to develop and modify two 747-8 commercial aircraft.

During 2023, we increased the reach-forward loss on the contract by $ 482 driven by engineering changes to support the build and installation process;

the resolution of supplier negotiations;

and factory performance related to labor instability.

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.

The Company’s firm fixed-price contract for the Engineering and Manufacturing Development (EMD) effort on the USAF's VC-25B Presidential Aircraft, commonly known as Air Force One, is a $ 4 billion program to develop and modify two 747-8 commercial aircraft.

During 2024, we increased the reach-forward loss on the contract by $ 379 .

We are continuing to work with the customer to reset the schedule as they adjust requirements.

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

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Since 2016, the USAF has authorized 11 low rate initial production (LRIP) lots for a total of 154 aircraft.

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

The EMD contract and authorized LRIP lots total approximately $ 29 billion as of March 31, 2025.

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

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.

During 2024, we increased the reach-forward loss on the KC-46A

Tanker program by $ 2,002 .

As of March 31, 2025, we had approximately $ 107 of capitalized precontract costs and $ 183 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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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.

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.

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

In 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 2024, we increased the reach-forward loss by $ 339 .

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

During the first quarter of 2025, we initiated final assembly operations at our new facility at Mid-America St.

Louis Airport in Mascoutah, Illinois.

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

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The EMD portion of the contract is a $ 860 fixed-price contract and includes five aircraft and seven simulators.

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.

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 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.

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

The five EMD aircraft were delivered as of December 31, 2024, and the flight testing is ongoing.

In January 2025, the USAF announced an updated acquisition approach for the T-7A Red Hawk that allows the Company to provide a production-ready configuration to the customer prior to low-rate initial production, which better supports the operational needs of the customer and reduces future production risk.

During 2024, we increased the reach-forward loss on the T-7A Red Hawk program by $ 1,770 .

At March 31, 2025, we had approximately $ 361 of capitalized precontract costs and $ 783 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 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 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.

The 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).

During 2024, we increased the reach-forward loss by $ 523 .

We are continuing to work toward crew certification and resolve the propulsion system anomalies.

At March 31, 2025, we had approximately $ 401 of capitalized precontract costs and $ 147 of potential termination liabilities to suppliers related to unauthorized future missions.

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

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2025 December 31

2023 September 30

2024 March 31

2025 December 31

2023 September 30

2024 March 31

2025 December 31

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Credit guarantees 15 15 $ 14 $ 14

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 delivery.

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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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 $ 10.0 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 $ 4.0 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.

Note 12 – Postretirement Plans

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

Service cost $ 5 $ 3 $ 2 $ 1

Interest cost 1,976 2,115 658 705

Expected return on plan assets ( 2,483 ) ( 2,581 ) ( 827 ) ( 861 )

Amortization of prior service credits ( 61 ) ( 61 ) ( 20 ) ( 20 )

Recognized net actuarial loss 200 125 66 42

Net periodic benefit income ($ 363 ) ($ 399 ) ($ 121 ) ($ 133 )

Net periodic benefit cost included in Loss from operations $ 5 $ 3 $ 2 $ 1

Net periodic benefit income included in Other income, net ( 368 ) ( 402 ) ( 123 ) ($ 134 )

Net periodic benefit income included in Loss before income taxes

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

Pension Postretirement

2025 2024 2025 2024

Nine months ended September 30 Three months ended September 30

Other Postretirement Plans 2024 2023 2024 2023

Service cost $ 1 $ 2 $ 13 $ 12

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Amortization of prior service credits ( 19 ) ( 20 ) ( 3 )

Recognized net actuarial gain ( 132 ) ( 132 ) ( 44 ) ( 44 )

Net periodic benefit income ($ 17 ) ($ 8 ) ($ 5 ) ($ 3 )

Net periodic benefit cost included in Loss from operations 35 $ 47 $ 12 $ 16

Recognized net actuarial loss/(gain) 76 67 ( 36 ) ( 44 )

Net periodic benefit (income)/cost ($ 42 ) ($ 121 ) $ 8 ($ 6 )

Net periodic benefit cost included in Earnings/(loss) from operations $ 1 $ 2 $ 13 $ 11

Net periodic benefit income included in Other income, net ( 43 ) ( 123 ) ( 5 ) ( 18 )

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

Net periodic benefit income included in Earnings/(loss) before income taxes

($ 42 ) ($ 121 ) $ 8 ($ 7 )

Note 13 – Share-Based Compensation and Other Compensation Arrangements

Stock Options

On February 19, 2025, we granted 366,869 premium-priced stock options to our executive officers as part of our long-term incentive program.

These stock options have an exercise price equal to 120.0 % of the fair market value of our stock on the date of grant.

The stock options are scheduled to vest and become exercisable three years after the grant date and expire ten years after the grant date.

If an executive terminates employment because of retirement, layoff, disability, or death, the executive (or beneficiary) may receive some or all of their stock options depending on certain age and service conditions.

The fair value of the stock options granted was $ 79.53 per unit and was estimated using a Monte-Carlo simulation model using the following assumptions:

expected life 7.0 years, expected volatility 39.0 %, risk free interest rate 4.5 % and no expected dividend yield.

Restricted Stock Units

On February 20 and March 11, 2024, we granted 2,008,499 restricted stock units (RSU) to our executives and 125,432 RSUs to our executive officers as part of our long-term incentive program.

The RSUs granted under this program have a grant date fair value of $ 204.15 and $ 192.94 per unit.

The RSUs granted under this program will generally vest and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date.

On February 19, 2025, we granted 2,244,444 restricted stock units (RSU) to our executives as part of our long-term incentive program.

The RSUs granted under this program have a grant date fair value of $ 184.53 per unit and will generally vest in three approximately equal installments on the first, second, and third anniversaries of the grant date.

These RSUs will settle in common stock (on a one-for-one basis).

If an executive terminates employment because of retirement, layoff, disability, or death, the executive (or beneficiary) may receive some or all of their stock units depending on certain age and service conditions.

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

Performance Restricted Stock Units

On March 11, 2024, we granted 153,306 performance restricted stock units (PRSU) to our executive officers as part of our long-term incentive program that will result in that number of PRSUs being paid out if the target performance metric is achieved.

The PRSUs granted under this program have a grant date fair value of $ 192.94 per unit.

The award payout can range from 0 % to 200 % of the initial PRSU grant based on cumulative free cash flow achievement over the period January 1, 2024 through December 31, 2026 as compared to the target set at the start of the performance period, as well as the achievement of certain safety goals.

The PRSUs granted under this program will vest at the payout amount determined on the third anniversary of the grant date and settle in common stock (on a one-for-one basis).

If an executive terminates employment because of retirement, layoff, disability, or death, the executive (or beneficiary) remains eligible under the award and, if the award is earned, may receive some or all of their stock units depending on certain age and service conditions.

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

Note 14 – Shareholders' Equity

Mandatory Convertible Preferred Stock

On October 31, 2024, we issued 115,000,000 depositary shares, representing 5,750,000 shares of our 6.00 % Series A Mandatory Convertible Preferred Stock (Mandatory convertible preferred stock).

The Mandatory convertible preferred stock has a $ 1,000.00 per share liquidation preference and $ 1.00 per share par value.

As a result of the transaction, we received cash proceeds of $ 5,651 , net of underwriting fees and other issuance costs.

Dividends are cumulative at an annual rate of 6.00 % on the liquidation preference of $ 1,000.00 per share of Mandatory convertible preferred stock and may be paid in cash, shares of our common stock or a combination of cash and shares of our common stock.

Dividends that are declared will be payable on January 15, April 15, July 15 and October 15 to holders of record on the January 1, April 1, July 1, and October 1 immediately preceding the relevant dividend payment date.

On January 15, 2025, dividends of $ 72 , representing $ 12.50 per share, were paid in cash to holders of record as of January 1, 2025.

In February 2025, dividends of $ 86 were declared to holders of record as of April 1, 2025, representing $ 15.00 per share, and were paid in cash on April 15, 2025.

The following table illustrates the conversion rate per share of Mandatory convertible preferred stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:

Applicable Market Value of Common Stock Conversion Rate per Share of Mandatory Convertible Preferred Stock

Greater than $ 171.5854

5.8280 shares of common stock

Equal to or less than $ 171.5854 but greater than or equal to $ 142.9797

Between 5.8280 and 6.9940 shares of common stock, determined by dividing $ 1,000 by the applicable market value

Less than $ 142.9797

6.9940 shares of common stock

Unless earlier converted, each share of Mandatory convertible preferred stock will automatically convert on October 15, 2027, into between 5.8280 shares and 6.9940 shares of our common stock, depending on the applicable market value of the common stock and subject to certain anti-dilution adjustments

described in the certificate of designations related to our Mandatory convertible preferred stock (Certificate of Designations).

The applicable market value of our common stock will be determined based on the average volume-weighted average price per share of the common stock over the 20 consecutive trading day period beginning on, and including, the 21 st scheduled trading day immediately prior to October 15, 2027.

If a fundamental change, as defined in the Certificate of Designations, occurs on or prior to October 15, 2027, then holders of Mandatory convertible preferred stock will be entitled to convert all or any portion of their shares into shares of our common stock at the fundamental change conversion rate, as defined in the Certificate of Designations, for a specified period of time and also to receive an amount to compensate such holders for unpaid accumulated dividends and any remaining future scheduled dividend payments.

Other than during a fundamental change conversion period, at any time prior to October 15, 2027, holders of Mandatory convertible preferred stock may elect to convert all or any portion of their shares at a conversion rate of 5.8280 shares of common stock per share of Mandatory convertible preferred stock, subject to certain anti-dilution and other adjustments as described in the Certificate of Designations.

Accumulated Other Comprehensive Loss

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

Changes in Accumulated other comprehensive loss (AOCI) by component for the three months ended March 31, 2025 and 2024, were as follows:

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

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

Other comprehensive (loss)/income before reclassifications

Other comprehensive loss before reclassifications

( 35 ) ( 65 ) ( 14 ) ( 114 )

Amounts reclassified from AOCI

Net current period Other comprehensive (loss)/income

Net current period Other comprehensive loss

( 35 ) ( 58 ) ( 14 ) ( 107 )

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

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

Balance at January 1, 2025 ($ 178 ) $ 2 ($ 211 ) ($ 10,528 ) ($ 10,915 )

Other comprehensive income/(loss) before reclassifications

30 1 ( 13 ) ( 12 ) 6

Amounts reclassified from AOCI

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 )

Other comprehensive (loss)/income before reclassifications

( 39 ) 1 ( 35 ) 1 ( 72 )

Amounts reclassified from AOCI

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 )

Other comprehensive income before reclassifications

54 1 63 1 119

Amounts reclassified from AOCI

Net current period Other comprehensive income

54 1 63 1 119

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

Balance at March 31, 2025 ($ 132 ) $ 2 ($ 125 ) ($ 10,505 ) ($ 10,760 )

(1) Net of tax.

(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 ).

(2) Primarily relates to the amortization of prior service credits and actuarial losses included in net periodic benefit cost for the three months ended March 31, 2025 and 2024 totaling $ 23 and $ 0 (net of tax of $ 2 and $ 0 ).

Note 15 – Derivative Financial Instruments

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2025 December 31

2023 September 30

2024 March 31

2025 December 31

2023 September 30

2024 March 31

2025 December 31

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(1) Notional amounts represent the gross contract/notional amount of the derivatives outstanding.

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

Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

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

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

Three months ended March 31

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

Foreign exchange contracts $ 67 ($ 57 )

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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:

Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

Three months ended March 31

Foreign exchange contracts

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General and administrative expense 2 $ 2

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

Based on our portfolio of cash flow hedges, we expect to reclassify losses of $ 50 (pre-tax) out of AOCI into earnings during the next 12 months.

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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 September 30, 2024 was $ 3 .

The fair value of those contracts in a net liability position at March 31, 2025 was $ 14 .

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

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

At March 31, 2025, there was no collateral posted related to our derivatives.

Note 16 – 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.

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Total Level 1 Level 2 Total Level 1 Level 2

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Corporate notes 338 338 335 335

and local government agencies 17 17 25 25

government agencies 17 17 17 17

Other equity investments 10 10 9 9

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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 nine months ended September 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 three months ended March 31 due to long-lived asset impairment and the fair value of the related assets as of the impairment date:

Fair Value Total

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Investments ($ 5 ) ($ 4 )

Operating lease equipment

Other assets $ 5 ( 2 ) ( 3 )

Property, plant and equipment $ 18 ( 9 )

Operating lease equipment

Total $ 5 ($ 7 ) $ 33 ($ 21 )

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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.

Level 3 operating lease equipment is derived 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 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

Unobservable Input Range

Median or Average

Operating lease equipment

$ 15 Market approach Aircraft value publications $ 21 - $ 27 (1)

Aircraft condition adjustments ($ 8 ) - $ 0 (2)

(1) The range represents the sum of the highest and lowest values for all aircraft subject to fair value measurement, according to the third-party aircraft valuation publications that we use in our valuation process.

(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.

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:

September 30, 2024

March 31, 2025

Amount Total Fair

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Debt, excluding finance lease obligations ( 53,625 ) ( 51,089 ) ( 51,089 )

The fair value of notes receivables classified as Level 2 is estimated with discounted cash flow analysis using interest rates currently offered on loans with similar terms to borrowers of similar credit quality.

The fair value of notes receivables classified as Level 3 is based on our best estimate using available counterparty financial data.

The fair value of Notes receivable classified as Level 2 is estimated with discounted cash flow analysis using interest rates currently offered on loans with similar terms to borrowers of similar credit quality.

The fair value of Notes receivable classified as Level 3 is based on our best estimate using available counterparty financial data.

The fair value of our debt that is traded in the secondary market is classified as Level 2 and is based on current market yields.

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.

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.

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 September 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 March 31, 2025 and December 31, 2024.

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).

Note 17 – Legal Proceedings

Various legal proceedings, claims and investigations related to products, contracts, employment and other matters are pending against us.

Various legal proceedings, claims and investigations related to products, contracts, employment, securities and other matters are pending against us.

In addition, we are subject to various government inquiries and investigations from which civil, criminal or administrative proceedings could result or have resulted in the past.

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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.

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.

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

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

While many of these legal actions and investigations have been resolved, others are still pending, including a federal securities class action filed in federal district court in the Northern District of Illinois, and a number of civil lawsuits and claims brought by family members of those lost in the accidents.

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

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.

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.

Among other obligations, the DPA included a three-year reporting period, which ended in January 2024.

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 case.

On July 24, 2024, we and the Department filed a proposed 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.

We are also subject to multiple governmental and regulatory investigations and inquiries relating to the Alaska Airlines Flight 1282 accident and our commercial airplanes business.

We cannot reasonably estimate a range of loss, if any, not covered by available insurance that may result given the current status of pending lawsuits, investigations and inquiries related to the 737 program .

During 2019, we entered into agreements with Embraer S.A.

(Embraer) to establish joint ventures that included the commercial aircraft and services operations of Embraer, of which we were expected to acquire an 80 percent ownership stake for $ 4,200 , as well as a joint venture to promote and develop new markets for the C-390 Millennium.

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

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.

Under the terms of the proposed agreement, Boeing agreed that it would plead guilty to the charge that was the basis for the DPA;

pay an additional fine of $ 244 ;

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

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

On December 5, 2024, the Court rejected the proposed plea agreement, citing the proposed agreement’s provisions governing the monitor’s selection and supervision.

In light of the Court’s ruling, Boeing and the Department continue to be engaged in discussions regarding potential resolution of this matter, which is now scheduled to go to trial on June 23, 2025.

Multiple legal actions were initiated as a result of the January 5, 2024 737-9 door plug accident.

We are also subject to multiple governmental and regulatory investigations and inquiries relating to the 737-9 door plug accident and our commercial airplanes business.

We cannot reasonably estimate a range of loss, if any, not covered by available insurance and in excess of any accrued amounts that may result given the current status of pending lawsuits, investigations and inquiries arising from the 2018 and 2019 737 MAX accidents and the January 2024 737-9 door plug accident.

Note 18 – Segment and Revenue Information

Our primary profitability measurement to review segment operating results is Loss from operations.

We operate in three reportable segments:

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Revenue on other contracts is generally recognized over the contract term (over time) as costs are incurred.

The primary profitability measurement used by our chief operating decision maker to review segment operating results is Segment operating earnings/(loss).

The following table reconciles segment Revenues to Segment operating earnings/(loss):

For the three months ended March 31, 2024

$ 4,653 $ 6,950 $ 5,045

Research and development expense, net 518 235 26

Other segment items (1)

5,278 6,564 4,103

Segment operating earnings/(loss) ($ 1,143 ) $ 151 $ 916

For the three months ended March 31, 2025

Revenues $ 8,147 $ 6,298 $ 5,063

Research and development expense, net 534 199 29

Other segment items (1)

8,150 5,944 4,091

Segment operating earnings/(loss) ($ 537 ) $ 155 $ 943

(1) Primarily includes costs of products and services and general and administrative expenses.

The following tables present BCA, BDS and BGS revenues from contracts with customers disaggregated in a number of ways, such as geographic location, contract type and the method of revenue recognition.

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BCA revenues by customer location consisted of the following:

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

2024 2023 2024 2023

(Dollars in millions) Three months ended March 31

Revenue from contracts with customers:

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Other non-U.S.

1,245 1,719 491 637

Total non-U.S.

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

( 443 ) 54 28

Total revenues from contracts with customers 8,120 4,603

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

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

2024 2023 2024 2023

(Dollars in millions) Three months ended March 31

Revenue from contracts with customers:

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customers (1)

4,183 3,501 1,175 1,133

Total segment revenue from contracts with customers $ 6,298 $ 6,950

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government (1)

91 % 91 % 92 % 94 %

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

BGS revenues consisted of the following:

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

2024 2023 2024 2023

(Dollars in millions) Three months ended March 31

Revenue from contracts with customers:

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government (1)

29 % 31 % 29 % 30 %

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

Earnings in Equity Method Investments

During the three months ended March 31, 2025 and 2024, our share of (loss)/income from equity method investments was ($ 4 ) and $ 72 .

The loss in 2025 was primarily driven by investments held in Unallocated items, eliminations, and other.

The income in 2024 was primarily driven by investments held at our BDS segment.

Our total backlog includes contracts that we and our customers are committed to perform.

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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 September 30, 2024 was $ 510,509 .

Our backlog at March 31, 2025 was $ 544,736 .

We expect approximately 24 % to be converted to revenue through 2026 and approximately 71 % through 2029, with the remainder thereafter.

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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

Three months ended March 31

Share-based plans ($ 30 ) $ 10

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($ 362 ) ($ 312 )

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.

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:

Nine months ended September 30 Three months ended September 30

2024 2023 2024 2023

Three months ended March 31

Pension FAS/CAS service cost adjustment $ 193 $ 230

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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.

Capital Expenditures

Three months ended March 31

Commercial Airplanes $ 106 $ 102

Defense, Space & Security 54 68

Global Services 26 35

Unallocated items, eliminations and other 488 362

Total $ 674 $ 567

Capital expenditures for Unallocated items, eliminations and other relate primarily to assets managed centrally on behalf of the three principal business segments.

Depreciation and Amortization

Three months ended March 31

Commercial Airplanes $ 101 $ 99

Defense, Space & Security

Global Services 73 77

Centrally Managed Assets (1)

Total $ 466 $ 442

(1) Amounts shown in the table represent depreciation and amortization expense recorded by the individual business segments.

Depreciation and amortization for centrally managed assets are allocated to business segments based on usage and occupancy.

During the three months ended March 31, 2025, $ 169 was allocated to the primary business segments, of which $ 82 , $ 68 , and $ 19 was allocated to BCA, BDS and BGS, respectively.

During the three months ended March 31, 2024, $ 163 was allocated to the primary business segments, of which $ 80 , $ 65 , and $ 18 was allocated to BCA, BDS and BGS, respectively.

Note 19 – 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).

On April 22, 2025, we announced that we entered into an agreement with Thoma Bravo to sell portions of our BGS segment’s Digital Aviation Solutions business for $ 10.55 billion.

The sale will include Jeppesen, ForeFlight, AerData and OzRunways assets.

We will continue to provide commercial and defense airplane and fleet maintenance, diagnostics, and repair services.

This transaction will enable us to strengthen our capital structure and focus on our core operations.

We expect the transaction to close later in 2025 and result in a gain at closing.

The transaction is subject to regulatory approval and customary closing conditions.

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 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").

We have reviewed the accompanying condensed consolidated statement of financial position of The Boeing Company and subsidiaries (the “Company”) as of March 31, 2025, the related condensed consolidated statements of operations, comprehensive income, equity, and cash flows for the three-month periods ended March 31, 2025 and 2024, 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.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of December 31, 2024, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for the year then ended (not presented herein);

and in our report dated January 31, 2024, we expressed an unqualified opinion on those consolidated financial statements.

and in our report dated February 3, 2025, we expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

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/s/ Deloitte & Touche LLP

Chicago, Illinois

October 23, 2024

Seattle, Washington

April 23, 2025

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 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.

Words such as “may,” “will,” “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, industry projections and outlooks, plans, objectives and goals, as well as any other statement that does not directly relate to any historical or current fact.

Forward-looking statements are based on expectations and assumptions that we believe to be reasonable when made, but that may not prove to be accurate.

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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;

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

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operations and sales to non-U.S.

customers, including tariffs, trade restrictions and government actions;

(9) changes in accounting estimates;

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

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

(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;

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(15) contracts that include in-orbit incentive payments;

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

(16) management of a complex, global IT infrastructure;

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

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

(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) credit rating agency actions and our ability to effectively manage our liquidity;

(23) substantial pension and other postretirement benefit obligations;

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(25) customer and aircraft concentration in our customer financing portfolio;

(26) the dilutive effect of future issuances of our common stock;

(27) the preferential treatment of our 6.00% mandatory convertible preferred stock.

Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

1 unchanged sentence

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