BOEING CO

Overview

On January 5, 2024, a 737-9 flight made an emergency landing after a mid-exit door plug detached in flight. Following the accident, the Federal Aviation Administration (FAA) grounded and required inspections of all 737-9 aircraft with a mid-exit door plug, which constituted the large majority of the approximately 220 737-9 aircraft in the in-service fleet. On January 24, 2024, the FAA approved an enhanced maintenance and inspection process that was required to be performed on each of the grounded 737-9 aircraft. Our 737-9 operators returned their fleets to service in the first quarter of 2024. All 737-9 aircraft in production are undergoing this same enhanced inspection process prior to delivery.

As a result of the accident, the FAA performed an investigation into the 737 quality control system. In the second quarter of 2024, we submitted a comprehensive safety and quality plan to the FAA to address the issues identified. As part of our plan to improve quality and safety and to address the issues identified, we slowed production rates and delayed planned production rate increases to reduce traveled work in our factory, as well as at our suppliers. We also began taking additional actions to improve safety and quality, which include investing in workforce training, simplifying plans and processes, eliminating defects, and enhancing our safety and quality culture.

On November 4, 2024, the International Association of Machinists and Aerospace Workers District 751 (IAM 751) voted to ratify a new contract, thereby ending the work stoppage initiated on September 13, 2024, which 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). Production for all programs resumed in December 2024 and gradually ramped up during 2025.

Consolidated Results of Operations and Financial Condition

Consolidated Results of Operations

The following table summarizes key indicators of consolidated results of operations:

(1)These measures exclude certain components of pension and other postretirement benefit expense. See pages 53-54 for important information about these non-GAAP measures and reconciliations to the most directly comparable GAAP measures.

The following table summarizes Revenues:

Revenues for the nine months ended September 30, 2025, increased by $14,240 million compared with the same period in 2024 primarily driven by higher revenues at Commercial Airplanes (BCA) and Defense, Space & Security (BDS). BCA revenues increased by $12,016 million primarily due to higher deliveries. BDS revenues increased by $1,310 million primarily due to lower net unfavorable cumulative contract catch-up adjustments.

Revenues for the three months ended September 30, 2025, increased by $5,430 million compared with the same period in 2024 primarily driven by higher revenues at BCA and BDS. BCA revenues increased by $3,651 million primarily due to higher deliveries. BDS revenues increased by $1,366 million primarily due to lower net unfavorable cumulative contract catch-up adjustments and higher volume.

Loss from Operations

The following table summarizes Loss from operations:

• The FAS/CAS service cost adjustment represents the difference between the Financial Accounting Standards (FAS) pension and postretirement service costs calculated under GAAP and costs allocated to the business segments.

** Core operating earnings/(loss) is a Non-GAAP measure that excludes the FAS/CAS service cost adjustment. See pages 53-54.

Loss from operations for the nine months ended September 30, 2025, decreased by $2,441 million compared with the same period in 2024, primarily driven by BDS ($3,525 million), partially offset by an increase in Loss from operations on Unallocated items, eliminations and other ($781 million) and at BCA ($568 million).

Loss from operations for the three months ended September 30, 2025, decreased by $980 million compared with the same period in 2024, primarily driven by BDS ($2,498 million), partially offset by an increase in Loss from operations at BCA ($1,332 million).

Core operating loss for the nine and three months ended September 30, 2025, decreased by $2,486 million and $940 million compared with the same periods in 2024, primarily due to favorable changes in Segment operating loss as described above.

For information related to Postretirement Plans, see Note 14 to our Condensed Consolidated Financial Statements.

Unallocated Items, Eliminations and Other

The most significant items included in Unallocated items, eliminations and other (expense)/income are shown in the following table:

Share-based plans expense for the nine months ended September 30, 2025, increased by $158 million compared with the same period in 2024. Share-based plans income for the three months ended September 30, 2025, decreased by $54 million compared with the same period in 2024. The decrease in share-based plans income for the nine and three months ended September 30, 2025, compared with the same periods in 2024 was primarily due to the timing of corporate allocations.

Deferred compensation expense for the nine and three months ended September 30, 2025, increased by $50 million and $19 million compared with the same periods in 2024 primarily driven by changes in our stock price.

Research and development expense was largely unchanged during the nine and three months ended September 30, 2025, compared with the same periods in 2024.

Eliminations and other unallocated items expense for the nine and three months ended September 30, 2025, increased by $587 million and $262 million compared with the same periods in 2024 primarily due to higher General and administrative expense. General and administrative expense for the nine months ended September 30, 2025, and 2024, includes earnings charges of $445 million and $244 million related to agreements with the U.S. Department of Justice. For additional discussion, see Note 19 to our Condensed Consolidated Financial Statements.

Other Earnings Items

Other income, net for the nine months ended September 30, 2025, increased by $134 million compared with the same period in 2024, primarily due to an increase in interest income on short-term investments and dividend income, partially offset by lower non-operating pension income. Other income, net for the three months ended September 30, 2025, remained largely unchanged compared with the same period in 2024. For information on changes related to non-operating pension and postretirement expenses, see Note 14 to our Condensed Consolidated Financial Statements.

Interest and debt expense for the nine months ended September 30, 2025, increased by $142 million compared with the same period in 2024 primarily as a result of higher average interest rates. Interest and debt expense for the three months ended September 30, 2025, remained largely unchanged compared with the same period in 2024.

For a discussion related to Income Taxes, see Note 5 to our Condensed Consolidated Financial Statements.

Total Costs and Expenses (“Cost of Sales”)

Cost of sales, for both products and services, consists primarily of raw materials, parts, sub-assemblies, labor, overhead and subcontracting costs. Our BCA segment predominantly uses program accounting to account for cost of sales. Under program accounting, cost of sales for each commercial aircraft program equals the product of (i) revenue recognized in connection with customer deliveries and (ii) the estimated cost of sales percentage applicable to the total remaining program. For long-term contracts, the amount reported as cost of sales is recognized as incurred. 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. Cost of sales for commercial spare parts is recorded at average cost.

The following table summarizes cost of sales:

Cost of sales for the nine months ended September 30, 2025, increased by $11,361 million, or 22%, compared with the same period in 2024, primarily due to higher revenues and an increase in reach-forward losses at BCA, partially offset by lower charges on BDS fixed-price development programs. Cost of sales as a percentage of Revenues decreased during the nine months ended September 30, 2025, compared with the same period in 2024 primarily due to lower charges on BDS fixed-price development programs, partially offset by higher reach-forward losses at BCA.

Cost of sales for the three months ended September 30, 2025, increased by $4,298 million, or 20%, compared with the same period in 2024, primarily due to higher revenues and an increase in reach-forward losses at BCA, partially offset by lower charges on BDS fixed-price development programs. Cost of sales as a percentage of Revenues decreased during the three months ended September 30, 2025, compared with the same period in 2024 primarily due to lower charges on BDS fixed-price development programs, partially offset by higher reach-forward losses at BCA.

Research and Development

Research and development expense, net is summarized in the following table:

Research and development expense decreased by $325 million and $257 million during the nine and three months ended September 30, 2025, compared to the same periods in 2024. The decrease in expense was primarily due to lower spending at BCA and BDS.

Backlog

Contractual backlog of unfilled orders excludes purchase options, announced orders for which definitive contracts have not been executed, orders where customers have the unilateral right to terminate, and unobligated U.S. and non-U.S. government contract funding. The increase in contractual backlog of $99,749 million during the nine months ended September 30, 2025, was primarily due to a $99,438 million increase in BCA backlog. We may experience reductions to backlog and/or significant order cancellations due to various factors including delivery delays, production disruptions and delays to entry into service of the 777X, 737-7 and/or 737-10.

Unobligated backlog includes U.S. and non-U.S. government definitive contracts for which funding has not been authorized. The increase of $14,603 million in unobligated backlog during the nine months ended September 30, 2025 was due to an increase in BDS backlog.

U.S. Government Funding Considerable uncertainty exists regarding how future U.S. government budget and program decisions will unfold, including the spending priorities of the Administration and Congress.

The Full-Year Continuing Appropriations and Extensions Act, 2025, enacted on March 15, 2025, largely continued federal funding at fiscal year 2024 appropriated levels through September 30, 2025.

As of October 1, 2025, funding for U.S. government departments and agencies, including the Department of War (DoW), the National Aeronautics and Space Administration (NASA), and the Department of Transportation (DOT), including the FAA, has lapsed. Elements of the federal government that have not been deemed to be “excepted” have ceased operations. We rely on the U.S. government in various aspects of our defense, commercial, and services businesses. During a shutdown, requirements to furlough employees in the DoW, NASA, the DOT, including the FAA, or other government agencies could result in payment delays, impair our ability to perform work on existing contracts or otherwise impact our operations, negatively impact future orders, and/or cause other disruptions or delays that could have a material effect on our financial position, results of operations and/or cash flows.

Global Trade The global trade landscape is currently highly volatile. Various countries have announced plans for and/or have implemented new or modified tariffs or have eliminated tariffs previously imposed.

During 2025, the U.S. reached bilateral trade agreements that recognize tariff-free trade of products within the scope of the World Trade Organization Agreement on Trade in Civil Aircraft with the United Kingdom, Japan, and the European Union. As of September 30, 2025, the U.S. applies a diverse range of reciprocal tariffs to imports originating from countries that have not concluded bilateral trade agreements with the U.S. The updated reciprocal tariff rates originally announced during the second quarter of 2025 became effective on August 7, 2025. On August 11, 2025, the U.S. and China further extended the pause on the reciprocal tariffs on each other's imports until November 10, 2025, while trade negotiations continue. However, the current state of U.S.-China trade relations remains an ongoing watch item.

In addition, as of September 30, 2025, the U.S. maintains tariffs announced during the first quarter of 2025 on goods imported from China, as well as goods imported from Canada and Mexico that are not compliant with the United States-Mexico-Canada Agreement (USMCA). We believe that the majority of our imports from Canada and Mexico are compliant with the provisions of the USMCA.

As of September 30, 2025, the U.S. also maintains new and modified tariffs on aluminum, steel, and copper imports implemented during 2025, and has announced reviews of additional sectors.

Collectively, these tariffs, and any retaliatory actions taken by countries in response to the U.S. tariffs, could have a material impact on our financial position, results of operations and/or cash flows. Our year-to-date and third quarter results reflect our best estimate of the impacts of the tariffs enacted as of September 30, 2025, and certain potential mitigating actions.

We seek to comply with all U.S. and other government import requirements, export control requirements and sanctions. We continually monitor the global trade environment for new and/or changing tariffs, retaliatory actions, trade agreements, export restrictions, sanctions or other restrictions that may impact us or our supply chain or customers, and work to mitigate impacts to our business.

The current state of U.S.-China relations remains an ongoing watch item. China is a significant market for commercial aircraft, and we have long-standing relationships with our Chinese customers. After pausing deliveries in April 2025, China resumed accepting deliveries in June 2025. Overall, the U.S.-China trade relationship is challenged due to tariffs, export restrictions and related supply chain constraints, and other economic and national security concerns.

Supply Chain We and our suppliers are experiencing inflationary pressures, as well as supply chain disruptions as a result of global supply chain constraints and labor instability. Our supply chain is also being impacted by the tariffs and export restrictions discussed above. Certain of our suppliers are also experiencing financial difficulties. We continue to monitor the health and stability of the supply chain. These factors have reduced overall productivity and adversely impacted our financial position, results of operations and cash flows. During 2024, we recorded a reach-forward loss of $1,770 million on the T-7A Red Hawk program that was primarily driven by projected increases in supplier cost estimates. In addition, we recorded losses on the KC-46A Tanker and Commercial Crew programs during 2024 that were partially attributable to higher supplier costs. We recorded a reach-forward loss on the 777X program during the third quarter of 2025 that was partially attributable to higher estimated supplier costs.