23 added · 29 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
The Company’s valuation allowance increased by $1,917 million in 2025 primarily reflecting $1,833 million recorded as part of acquisition accounting against acquired Spirit deferred tax assets as well as tax credits and other carryforwards generated in 2025 that cannot be realized in 2025.
Pursuant to the terms of the Merger Agreement, Boeing also provided funding to Spirit for the portion of the payment to Airbus SE (Airbus) that Spirit was unable to satisfy with cash on hand as of the closing of the transactions contemplated by the Stock and Asset Purchase Agreement, dated April 27, 2025, between Spirit and Airbus, which closing occurred concurrently with the Spirit Acquisition.
To prepare proforma revenue and earnings would require revising historical estimates used in our long-term contract and program accounting as if the Spirit Acquisition had occurred at January 1, 2024 which is impracticable. 71 Table of Co ntents The preliminary allocation of the purchase price was
Total consideration for the Spirit Acquisition was $ 8,371 comprised of the following: Boeing common stock exchanged for Spirit common stock (1) $ 4,704 Settlement of loans, advances and other payments to Spirit 2,571 Debt repaid on Spirit’s behalf 948 Premium on assumed Spirit Exchangeable Notes 109 Exchange of Spirit share-based awards (1) 39 Fair value of total consideration $ 8,371 (1) Fair value of consideration reflects the price per share of Boeing common stock on the acquisition date.
We expensed $ 53 of acquisition related costs in the Consolidated Statements of Operations as General and administrative expense during the year ended December 31, 2025.
In accordance with the Merger Agreement, 117.5 million shares of Spirit common stock were exchanged for 22.98 million shares of Boeing common stock at an exchange ratio of 0.1955 .
The Spirit Acquisition enables Boeing and Spirit to align our commercial production systems, including our Safety and Quality Management Systems, and our workforces to the 70 Table of Co ntents same priorities, incentives and outcomes.
Note 2 – Spirit Acquisition On December 8, 2025, we completed our acquisition of Spirit AeroSystems Holdings, Inc.
In connection with the closing of the transactions contemplated by the Merger Agreement (Spirit Acquisition), Boeing became the ultimate parent company of Spirit and its respective subsidiaries, including Spirit AeroSystems, Inc.
The results of Spirit’s operations between the acquisition date and December 31, 2025, were not material.
(Spirit) pursuant to the Agreement and Plan of Merger dated June 30, 2024 (Merger Agreement).
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 for the years ended December 31: 2025 2024 2023 Decrease to Revenue ($ 916 ) ($ 2,794 ) ($ 1,706 ) Decrease/increase to Earnings/(loss) from operations ($ 1,377 ) ($ 6,562 ) ($ 2,943 ) Decrease/increase to Diluted earnings/(loss) per share ($ 1.53 ) ($ 9.83 ) ($ 5.43 ) Significant adjustments during the three years ended December 31, 2025, 2024 and 2023, included losses on KC-46A Tanker, VC-25B, T-7A Red Hawk, MQ-25, and Commercial Crew programs. 61 Table of Co ntents Due to the significance of judgment in the estimation process, changes in underlying operational assumptions, inability to implement planned risk mitigation plans, failure to achieve productivity targets, supplier shortages, quality issues and/or pricing issues, inflationary trends, or other circumstances may adversely or positively affect financial performance in future periods.
No longer disclosed
For example, during 2024, the FAA communicated it will not approve production rate increases for the 737 program beyond 38 per month or additional production lines until Boeing has complied with required quality and safety standards.
We also recognize a liability for the expected contingent loss at inception and adjust it each quarter. 70 Table of Contents 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.
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).
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.
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
On January 31, 2025, Spirit’s stockholders approved the Merger Agreement and the related transactions.
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 estimated losses on unexercised options for the years ended December 31: 2024 2023 2022 Decrease to Revenue ($ 2,794 ) ($ 1,706 ) ($ 2,335 ) Increase to Loss from operations ($ 6,562 ) ($ 2,943 ) ($ 5,253 ) Increase to Diluted loss per share ($ 9.83 ) ($ 5.43 ) ($ 8.88 ) 61 Table of Contents Significant adjustments during the three years ended December 31, 2024 included losses on KC-46A Tanker, T-7A Red Hawk, Commercial Crew, VC-25B and MQ-25 programs.
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 certain regulatory approvals.
For discussion of these arrangements, see Note 15 to our Consolidated Financial Statements. 45 Table of Contents Commercial Commitments The following table summarizes our commercial commitments outstanding as of December 31, 2024.
During 2024, the Company 51 Table of Contents increased the valuation allowance by $3,287 million primarily due to tax credits and other carryforwards generated in 2024 that cannot be realized in 2024.
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.