BOEING CO

Notes to Condensed Consolidated Financial Statements

Summary of Business Segment Data

This information is an integral part of the Notes to the Condensed Consolidated Financial Statements. See Note 20 for further segment results.

Notes to the Condensed Consolidated Financial Statements

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

Note 1 –Basis of Presentation

The condensed consolidated interim financial statements included in this report have been prepared by management of The Boeing Company (herein referred to as “Boeing”, the “Company”, “we”, “us”, or “our”). 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, 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.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Goodwill

We performed our annual goodwill impairment test as of April 1, 2025, 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, 2025.

Long-term Contracts

Substantially all contracts at our BDS segment and certain contracts at our Global Services (BGS) segment are long-term contracts with the U.S. government and other customers that generally extend over several years. Changes in estimated revenues, cost of sales, and the related effect on operating income are recognized using a cumulative catch-up adjustment which recognizes, in the current period, the cumulative effect of the changes on current and prior periods based on a long-term contract’s percentage-of-completion. 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.

Note 2 –Spirit Acquisition

On June 30, 2024, we entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which we have agreed to acquire Spirit AeroSystems Holdings, Inc. (Spirit) in an all-stock transaction (the Boeing-Spirit Merger) at an equity value of approximately $4,700, or $37.25 per share of Spirit Class A

Common Stock (Spirit common stock). The Boeing-Spirit Merger will include the assumption of Spirit's net debt at closing. On January 31, 2025, Spirit's stockholders approved the Merger Agreement and the related transactions.

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

The Merger Agreement contains certain termination rights, including that either Boeing or Spirit may terminate the Merger Agreement if, subject to certain limitations, the Boeing-Spirit Merger has not been consummated by March 31, 2025 (subject tothree 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 third automatic extension came into effect on October 1, 2025. Accordingly, the Outside Date is currently December 31, 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 Boeing-Spirit 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.

The Boeing-Spirit Merger is expected to close in 2025 and is subject to the completion of the sale of Spirit operations related to certain Airbus SE (Airbus) commercial work packages and the satisfaction of customary closing conditions, including certain regulatory approvals.

On April 27, 2025, Spirit entered into a Stock and Asset Purchase Agreement (SAPA) with Airbus pursuant to which Airbus will, subject to the satisfaction of customary closing conditions, including certain regulatory approvals, acquire certain commercial work packages that Spirit performs for Airbus concurrently with the closing of the Boeing-Spirit Merger. As part of the transactions contemplated by the SAPA, Spirit will also make a cash payment to Airbus in an amount equal to $439, which amount is subject to adjustment in accordance with the terms of the SAPA (such adjusted amount, the Airbus Payment). Pursuant to the terms of the Merger Agreement, Boeing is required to fund any portion of the Airbus Payment that Spirit is unable to satisfy with cash on hand as of the closing of the transactions contemplated by the SAPA.

Since 2023, Boeing reached agreements to provide Spirit up to $1,199 to support its liquidity, rate readiness, and 787 tooling and capital expenditures, of which $16 has yet to be drawn. Spirit has repaid $40 with $1,143 still outstanding at September 30, 2025, of which $1,122 is recorded as supplier notes receivable, net of interest, within our Condensed Consolidated Statements of Financial Position. In 2025, Boeing and Spirit reached agreements to reschedule repayment dates for $527 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.

At September 30, 2025 and December 31, 2024, Other current assets included $724 and $539 and Other assets included $398 and $299 owed to us under these agreements. At September 30, 2025 and December 31, 2024, advance payments to Spirit of $161 and $165 were included in Inventories and are scheduled to be recovered as the related shipsets are received by Boeing from Spirit.

Note 3 –Digital Aviation Solutions Divestiture

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. We expect the transaction to close in 2025 and result in a gain at closing. The transaction is subject to regula tory approval and customary closing conditions.

At September 30, 2025, Digital Aviation Solutions assets of $1,473 and liabilities of $524 were classified as held for sale on our Condensed Consolidated Statements of Financial Position. Assets held for sale primarily include Goodwill of $810, Acquired intangible assets, net of $306, and Accounts receivable, net of $160. Liabilities held for sale primarily include Advances and progress billings of $306 and Accrued liabilities of $129.