BA

보잉
BOEING CO · CIK 12927
BA 리스크 변화 알림 받기
이번 보고서
2025 연차보고서
10-K · 기간 말 2025. 12. 31. · 제출 2026. 1. 30.
비교 기준
2024 연차보고서
10-K · 기간 말 2024. 12. 31.
SEC 원문 ↗
0
새 리스크 항목
2
신규 문단
35
수정 문단
19
삭제
-2%
분량 변화
AI 한국어 요약

한 줄 요약

관세와 미중 무역 갈등이 새 리스크로 크게 들어갔고, 생산 확대 계획과 노조 파업 위험도 더 구체적으로 적혔어요.

주목할 변화

  • 신규관세와 보복 조치미국 관세와 상대국 보복이 제품 원가를 올릴 수 있다는 문단이 새로 생겼어요. 상업용 항공기는 수요 감소, 인도 지연, 주문 취소("terminations of orders by customers")로 이어질 수 있다고 적었어요.
  • 강화중국 인도 중단 사례2025년 2분기에 일부 중국 고객이 관세 협상 때문에 인도를 멈췄다고 처음 밝혔어요("paused accepting our deliveries"). 지금은 재개됐다고 해요. 무역 관계 악화 위험 대상으로 중국과 EU를 직접 지목했어요("particularly China and European Union member states").
  • 신규생산량 확대 실패 위험737을 2026년에 월 47대로 늘리는 계획이 새로 적혔어요. 그 이상 늘리려면 새 생산 라인이 필요하대요. 내부 지표나 FAA 동의("FAA concurrence")가 받쳐주지 않으면 증산이 늦어지거나 무산될 수 있다고 해요. 787 증산도 같은 위험이 있다고 적었어요.
  • 강화777X 지연과 손실777X는 2013년에 시작했어요. 첫 인도 예상은 2027년이에요. 2025년에 49억 달러의 추가 손실("reach-forward losses of $4.9 billion")을 반영했다고 새로 밝혔어요. 인증 과정에서 나온 설계 변경을 생산에 반영하지 못할 위험도 추가했어요.
  • 강화노조 파업2025년 세인트루이스 IAM 837 파업이 101일 이어졌어요. 이 파업으로 F/A-18, F-15 같은 방산 프로그램이 영향을 받았어요. 2024년과 2025년 파업 모두 노조 지도부와 잠정 합의를 한 뒤에 터졌다고 강조했어요("despite having... reached a tentative agreement"). 엔지니어 노조(SPEEA) 계약 두 건이 2026년 10월에 만료된다는 내용도 새로 들어갔어요.
  • 강화스피릿 인수 완료 후 리스크인수가 무산될 수 있다는 위험은 지워졌어요. 2025년 12월에 거래가 끝났기 때문이에요. 대신 통합 실패 위험이 남았어요. 매각된 스피릿 사업 인수자, 예를 들어 에어버스 쪽에 서비스를 제공해야 할 의무도 새 위험으로 적었어요. 스피릿에서 넘겨받은 2억 3천만 달러 교환사채("Spirit Exchangeable Notes")로 주식이 희석될 수 있다는 내용도 추가됐어요.
  • 강화고정가격 계약 비용 추정개발과 후속 생산 계약의 비용 추정이 본질적으로 불확실하다는 설명이 길어졌어요("inherently uncertain and subject to significant variability"). 고객이나 공급사와의 협상 결과에 따라 마진이 줄 수 있다는 문장도 새로 들어갔어요. 계약 해지나 주문 취소 가능성도 함께 적었어요.
  • 삭제고객 금융 포트폴리오 집중 위험특정 고객과 717 기종에 금융이 몰려 있다는 리스크 항목이 통째로 빠졌어요.

참고

보잉은 2025년 12월에 스피릿 에어로시스템즈 인수를 마무리했어요. 2024년에는 워싱턴주 IAM 751 노조가 53일간 파업해 상업용 항공기 생산 대부분이 멈췄어요.

원문 비교
  1. 신규We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries, including those related to tariffs, trade restrictions and government actions.
    The global trade environment remains highly dynamic and continues to evolve. Current U.S. trade policy includes the imposition of baseline, sectoral or country-specific tariffs on imports. Other countries have announced retaliatory actions or plans for retaliatory actions. Tariffs and any retaliatory actions could significantly increase the cost of our products and, particularly with respect to our commercial aircraft, result in lower demand for our products, delivery delays, and terminations of orders by customers.
  2. 신규We may not realize the anticipated benefits of mergers, acquisitions, joint ventures/strategic alliances or divestitures.
    Airbus, and if we are unable to satisfy our obligations to these third parties or if they assert claims against us, our business and financial condition could be adversely affected.
  3. 수정We depend heavily on commercial airlines, subjecting us to unique risks.
    We derive a significant portion of our revenues from a limited number of commercial airlines. We can make no assurance that any customer will exercise purchase options, fulfill existing purchase commitments or purchase additional products or services from us. In addition, fleet decisions, airline consolidations or financial challenges involving any of our major commercial airline customers could significantly reduce our revenues and limit our opportunity to generate profits from those customers. Our customers’ fleet decisions and financial position are also impacted by fuel and other costs, as well as inflationary pressures.
  4. 수정Our Commercial Airplanes business depends on our ability to maintain a healthy production system, ensure every airplane in our production system conforms to exacting specifications, achieve planned production rate targets, successfully develop and certify new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.
    The commercial aircraft business is extremely complex, involving extensive coordination and integration with suppliers, highly-skilled labor performed by thousands of employees of ours and other partners, employees, and stringent and evolving regulatory requirements and performance and reliability standards. As a result, our ability to deliver aircraft on time, satisfy regulatory and customer requirements, and achieve or maintain, as applicable, program profitability is subject to significant risks.
  5. 수정Our Commercial Airplanes business depends on our ability to maintain a healthy production system, ensure every airplane in our production system conforms to exacting specifications, achieve planned production rate targets, successfully develop and certify new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.
    The introduction of new aircraft programs and/or derivatives, such as the 777X, 737-7 and 737-10, takes years and involves significant risks associated with meeting development, testing, certification certification, and production schedules. We are following follow the lead of the FAA as we work through the certification process, and the FAA will ultimately determine determines the timing of certification and entry into service. There have been significant delays on each of these development programs and if we experience additional delays in achieving certification, certification or meeting customer commitments, or if we or our suppliers are unable to timely and effectively address issues discovered during certification and testing and/or efficiently and cost-effectively incorporate required design changes into production aircraft, our financial position, results of operations and cash flows would be adversely impacted. For example, the 777X program, which launched in 2013 and is currently expecting first delivery in 2027, recognized additional reach-forward losses of $4.9 billion and $3.5 billion in 2025 and 2024, primarily due to production challenges, certification and delivery delays, and higher estimated labor and supplier costs. A number of our customers have contractual remedies, including compensation for late deliveries or rights to reject individual airplane deliveries based on delivery delays. Delays on the 737, 777X and 787 programs have resulted in, and may continue to result in, customers having the right to terminate orders, be compensated for late deliveries and/or substitute orders for other Boeing aircraft.
  6. 수정Our Commercial Airplanes business depends on our ability to maintain a healthy production system, ensure every airplane in our production system conforms to exacting specifications, achieve planned production rate targets, successfully develop and certify new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.
    We must minimize disruption caused by production changes, achieve and maintain operational stability and implement productivity improvements in order to meet customer demand and maintain our profitability. We have plans to increase production rates on several of our commercial aircraft programs, while continuing ongoing development and production of new or derivative aircraft. These plans include increasing the 737 production rate to 47 per month in 2026, as well as further production rate increases that will require a new production line. There is risk that planned production rate increases may be delayed or not occur at all if our production health key performance indicators and rate readiness process guided by our Safety Management System do not support increasing production rates or we are unable to obtain FAA concurrence. Similarly, there is risk that planned 787 production rate increases may be delayed or not occur at all. In addition, we We also continue to seek opportunities to reduce the costs of building our aircraft, including working with our suppliers to reduce supplier costs, identifying and implementing productivity improvements and optimizing how we manage inventory. If production rate changes at on any of our commercial aircraft assembly facilities programs are delayed or create significant disruption to our production system, or if our suppliers cannot timely deliver components that comply with design specifications to us at the cost and rates necessary to achieve our targets, we may be unable to meet delivery schedules and/or the financial performance of one or more of our programs may suffer.
  7. 수정Our Commercial Airplanes business depends on our ability to maintain a healthy production system, ensure every airplane in our production system conforms to exacting specifications, achieve planned production rate targets, successfully develop and certify new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.
    Operational challenges impacting the production system for one or more of our commercial aircraft programs could result in additional production delays and/or failure to meet customer demand for new aircraft, either of which would negatively impact our revenues and operating margins. Our commercial aircraft production system is extremely complex. Operational issues, including certification and/or delivery and/or certification delays or delays, quality issues, labor instability, supply chain constraints, defects in supplier components, failure to meet internal performance plans, or delays or failures to achieve required regulatory approval, results result in additional out-of-sequence work and increased production costs, as well as delayed deliveries to customers, impacts to aircraft performance and/or increased warranty or fleet support costs. As For example, as part of our plan to improve safety and quality and to address the issues identified by the FAA, FAA following the 737-9 door plug accident in January 2024, we slowed 737 production rates and delayed planned production rate increases to reduce traveled work in our factory and at our suppliers. These actions, as well as our recent acquisition of Spirit (Spirit Acquisition), significantly impacted our financial position, results of operations and cash flows. We and our suppliers are experiencing have experienced supply chain disruptions and constraints, labor instability and inflationary pressures. These factors have and may continue to reduce overall productivity and adversely impact our financial position, results of operations and cash flows.
  8. 수정Changes in levels of U.S. government defense spending or acquisition priorities, as well as significant delays in U.S. government appropriations, could negatively impact our business, financial position, results of operations and cash flows.
    Changes in levels of U.S. government defense spending or acquisition priorities, as well as significant delays in U.S. government appropriations, could negatively impact our business, financial position and position, results of operations. operations and cash flows.
  9. 수정Changes in levels of U.S. government defense spending or acquisition priorities, as well as significant delays in U.S. government appropriations, could negatively impact our business, financial position, results of operations and cash flows.
    We derive a substantial portion of our revenue from the U.S. government, primarily from defense related programs with the United States Department of Defense (U.S. DoD) War (DoW) and contracts with other government agencies, including NASA. Levels of U.S. defense spending are very difficult to predict and may be impacted by numerous factors such as the evolving nature of the national security threat environment, U.S. national security strategy, U.S. foreign policy, the domestic political environment, macroeconomic conditions and the ability of the U.S. government to enact relevant legislation such as authorization and appropriations bills. The government may also constrain discretionary spending by instituting enforceable spending caps.
  10. 수정Changes in levels of U.S. government defense spending or acquisition priorities, as well as significant delays in U.S. government appropriations, could negatively impact our business, financial position, results of operations and cash flows.
    In addition, there continues to be uncertainty with respect to future acquisition priorities and program-level appropriations for the U.S. DoD DoW, NASA and other government agencies (including NASA), agencies, including changes to national security and defense priorities, and tension between modernization investments, sustainment investments, and investments in new technologies or emergent capabilities. Future investment priority changes or budget cuts, including changes associated with the authorizations and appropriations process, could result in reductions, cancellations, and/or delays of existing contracts or programs or future program opportunities. Any of these impacts could have a material effect on our financial position, results of operations and/or cash flows.
  11. 수정Some of our and our suppliers’ workforces are represented by labor unions. Work stoppages by our employees have adversely affected and could continue to adversely affect our business, financial condition, results of operations and/or cash flows. Future work stoppages by our or our suppliers’ employees could also adversely impact our business.
    Approximately 58,000 72,000 employees, which constitute 34% or 40% of our total workforce, were union represented as of December 31, 2024 2025, under collective bargaining agreements with varying durations and expiration dates. As of December 31, 2025, we had 32 independent agreements with nine different unions in the U.S., and we had agreements with 18 employee representative bodies internationally. As of December 31, 2024, we had 9 unions in the U.S. with 27 independent agreements and 18 employee representative bodies internationally, and we We cannot predict how stable our union relationships will be or whether we will be able to meet the unions’ requirements. During 2024, employees represented by International Association of Machinists and Aerospace Workers (IAM) District 751, which represents over 30,000 Boeing manufacturing employees primarily located in Washington state, went out on strike for 53 days, halting production of most of our commercial aircraft and certain of our Defense, Space & Security products, and materially adversely impacting our business and financial position. During 2025, employees represented by IAM District 837, which represents approximately 3,200 employees at our St. Louis area sites, went out on strike for 101 days, disrupting our St. Louis operations and impacting programs including F/A-18, F-15, T-7A, MQ-25 and Weapons. Both the IAM District 751 and the IAM District 837 strikes occurred despite having in each case reached a tentative agreement with union leadership on the terms of the proposed contract and union leadership having recommended its members vote to ratify the proposed contract. If we are unable to successfully negotiate successor agreements with our unions that our employees will ratify
  12. 수정Some of our and our suppliers’ workforces are represented by labor unions. Work stoppages by our employees have adversely affected and could continue to adversely affect our business, financial condition, results of operations and/or cash flows. Future work stoppages by our or our suppliers’ employees could also adversely impact our business.
    (including with Society of Professional Engineering Employees in Aerospace who have two contracts expiring in October 2026), we may experience additional work stoppages in the future, which could materially adversely affect our business, financial position, results of operations and cash flows and result in the diversion of management’s attention from other ongoing business concerns. New union contracts have in the past and could in the future adversely impact our financial position, results of operations and cash flows. The unions may also limit our flexibility in managing our workforce and operations. Work stoppages and instability in our and our suppliers’ union relationships have in the past and could in the future delay the production and/or development of our products, which could strain relationships with customers and result in lower revenues.
  13. 수정Competition within our markets and with respect to our products and services may reduce our future contracts and sales.
    The markets in which we operate are highly competitive and one or more of our competitors may have more extensive or more specialized engineering, manufacturing and marketing capabilities than we do in some areas. In our BCA business, we face aggressive international competition intent on increasing market share. In our BDS business, we anticipate that the effects of defense industry consolidation, shifting acquisition and budget priorities, the entry and growth of private capital-backed and other non-traditional defense companies, and continued cost pressure at our U.S. DoD DoW and non-U.S. customers will intensify competition for many of our BDS products. Our BGS segment faces competition from many of the same strong U.S. and non-U.S. competitors facing BCA and BDS. Furthermore, we are facing increased international competition and cross-border consolidation of competition, and U.S. procurement and compliance requirements that could limit our ability to be cost-competitive in the international market. There can be no assurance that we will be able to compete successfully against our current or future competitors or that the competitive pressures we face will not result in reduced revenues and market share.
  14. 수정We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries, including those related to tariffs, trade restrictions and government actions.
    We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries. countries, including those related to tariffs, trade restrictions and government actions.
  15. 수정We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries, including those related to tariffs, trade restrictions and government actions.
    In 2025, non-U.S. customers, which include Foreign Military Sales through the U.S. government (FMS), accounted for 46% of our total revenues and 60% of Commercial Airplanes revenue from customer contracts. We expect that non-U.S. sales will continue to account for a significant portion of our revenues for the foreseeable future. We are subject to risks of doing business internationally, including:
  16. 수정We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries, including those related to tariffs, trade restrictions and government actions.
    •imposition of domestic and international taxes, export controls, tariffs, duties, embargoes, sanctions and other trade restrictions;
  17. 수정We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries, including those related to tariffs, trade restrictions and government actions.
    •tariffs, duties or penalties other costs attributable to the importation of raw materials, parts, products and services, which could impact sales and/or delivery of products and services outside the U.S. and/or impose increased costs on us, our suppliers supply chain or our customers;
  18. 수정We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries, including those related to tariffs, trade restrictions and government actions.
    While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our operations in the future. operations.
  19. 수정We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries, including those related to tariffs, trade restrictions and government actions.
    China is a significant market for commercial aircraft and we have long-standing relationships with our Chinese customers, who represent a key component of our commercial aircraft backlog. customers. Overall, the U.S.-China trade relationship is challenged due to tariffs, sanctions, and export restrictions, as well as other economic and national security concerns. For example, in the second quarter of 2025, certain customers in China paused accepting our deliveries in response to ongoing tariff negotiations between the U.S. and China. If Although deliveries to those customers have since resumed, if we are unable to deliver aircraft to customers in China consistent with our assumptions and/or obtain additional orders from China in the future, we may experience reduced deliveries and/or lower market share.
  20. 수정We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries, including those related to tariffs, trade restrictions and government actions.
    Impacts from future potential deterioration in geopolitical or trade relations relationships between the U.S. and one or more other countries countries, particularly China and European Union member states, including as a result of the risks described above, could have a material adverse impact on our financial position, results of operations and/or cash flows.
  21. 수정We use estimates and make assumptions in accounting for contracts and programs. Changes in our estimates and/or assumptions could adversely affect our future financial results.
    Because of the significance of the judgments and estimation processes described above, materially different revenues and profit amounts could be recorded if we used different assumptions, revised our estimates, or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may adversely affect future period financial performance. For additional information on our accounting policies for recognizing sales and profits, see our discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates – Accounting for Long-term Contracts/Program Accounting” on pages 49 - 50 and Note 1 to our Consolidated Financial Statements on pages 60 - 70 of this Form 10-K.
  22. 수정We may not realize the anticipated benefits of mergers, acquisitions, joint ventures/strategic alliances or divestitures.
    As part of our business strategy, we may merge with or acquire businesses and/or form joint ventures and strategic alliances. Whether we realize the anticipated benefits from these acquisitions, including our acquisition of Spirit, and related activities depends, in part, upon our ability to integrate the operations of the acquired business, the performance of the underlying product and service portfolio, and the performance of the management team and other personnel of the acquired operations. Accordingly, our financial results could be adversely affected by unanticipated performance issues, legacy liabilities, cybersecurity issues or vulnerabilities, transaction-related charges, amortization of expenses related to intangibles, charges for impairment of long-term assets, credit guarantees, partner performance and indemnifications. indemnification obligations. Difficulties The Spirit Acquisition closed in December 2025, and difficulties in integrating Spirit may result in the failure to realize anticipated benefits of the acquisition (including anticipated synergies and safety and quality improvements) in the expected timeframe or at all, as well as operational challenges, the diversion of management’s attention from other ongoing business concerns, and unforeseen expenses, which may have an adverse impact on our operations and our financial position, results of operations, operations and cash flows. Consolidations of joint ventures could also impact our reported results of operations or financial position. As part of our portfolio management, we also may make strategic divestitures from time to time, such as our recent divestiture of portions of our Digital Aviation Solutions business. In connection with acquisitions or divestitures, we may have obligations to, or rely on the performance of, unrelated third parties, including pursuant to transitional or longer-term services agreements and/or guarantees or other financial arrangements, and nonperformance or underperformance of such agreements could affect our future financial results. For example, in connection with the Spirit Acquisition, we are required to provide services to buyers of divested Spirit businesses, including
  23. 수정We conduct a significant portion of our business pursuant to U.S. government contracts, which are subject to unique risks.
    In 2024, 42% 2025, 35% of our revenues were earned pursuant to U.S. government contracts, which include Foreign Military Sales (FMS) through the U.S. government. FMS. Business conducted pursuant to such contracts is subject to extensive procurement regulations and other unique risks.
  24. 수정We conduct a significant portion of our business pursuant to U.S. government contracts, which are subject to unique risks.
    We are subject to U.S. government inquiries and investigations, including periodic audits of costs that we determine are reimbursable under U.S. government contracts. U.S. government agencies, including the Defense Contract Audit Agency and the Defense Contract Management Agency, routinely audit government contractors. These agencies review our performance under contracts, cost structure and compliance with applicable laws, regulations and standards, as well as the adequacy of and our compliance with our internal control systems and policies. Any costs found to be misclassified or inaccurately allocated to a specific contract will be deemed non-reimbursable, and to the extent already reimbursed, must be refunded. Any inadequacies in our systems and policies could result in withholds on billed receivables, penalties and reduced future business. Furthermore, if any audit, inquiry or investigation uncovers improper or illegal activities, we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or debarment from doing business with the U.S. government. We also could suffer reputational harm if allegations of impropriety were are made against us, even if such allegations are later determined to be false.
  25. 수정Our fixed-price contracts subject us to losses when we have cost overruns.
    We enter into Our fixed-price contracts, which could contracts subject us to losses if when we have cost overruns.
  26. 수정Our fixed-price contracts subject us to losses when we have cost overruns.
    Our BDS and BGS defense businesses each generated approximately 54% and 63% 60% of their 2024 2025 revenues from fixed-price contracts. Fixed-price development contracts subject us to the risk of reduced margins or incurring losses if we are unable to achieve estimated costs and revenues. If When our estimated costs exceed our estimated price, we recognize reach-forward losses which can significantly affect our reported results. For example, during the year ended December 31, 2024, BDS recorded $5.0 billion of additional losses on its five most significant fixed-price development programs (KC-46A Tanker, T-7A Red Hawk, Commercial Crew, VC-25B Presidential Aircraft, and MQ-25). MQ-25), which also affect cash flows in future periods. New programs could also have risk for reach-forward loss upon contract award and during the period of contract performance. The long-term nature of many of our contracts makes the process of estimating costs and revenues on fixed-price contracts inherently risky. Fixed-price contracts often contain price incentives and penalties tied to performance, which can be difficult to estimate and have significant impacts on margins. In addition, some of our contracts have specific provisions relating to cost, schedule and performance.
  27. 수정Our fixed-price contracts subject us to losses when we have cost overruns.
    Estimating the costs, including labor costs, and time for us and our suppliers to complete fixed-price development and follow-on production contracts is inherently uncertain and subject to significant variability as a result of highly complex designs and technical requirements as well as extended periods of performance. This uncertainty requires us to make significant judgments and assumptions about future operational and technical performance. The outcome of customer and/or supplier contractual negotiations could increase costs and lower margins. Similarly, complex technical requirements can often change over time or may not be well understood at the outset of the contract. Actual performance and/or contractual outcomes could be different than previously assumed, creating financial risk that could trigger additional material earnings charges, termination provisions, order cancellations or other significant financial exposures. In addition, technical or Technical, quality and production issues have in the past and could lead to in the future result in schedule delays and cost impacts, which could increase our estimated cost to perform the work or reduce our estimated price, either of which could result in a material charge or otherwise adversely affect our financial condition.
  28. 수정We enter into cost-type contracts, which also carry risks.
    Our BDS and BGS defense businesses each generated approximately 46% and 37% 40% of their 2024 2025 revenues from cost-type contracting arrangements. Some of these are development programs that have complex design and technical challenges. These cost-type programs typically have award or incentive fees that are subject to uncertainty and may be earned over extended periods. In these cases the associated financial risks are primarily reduced award or incentive fees, lower profit rates or program cancellation if cost, schedule or technical performance issues arise. Examples of programs with cost-type contracts include Ground-based Midcourse Defense, Proprietary and Space Launch System programs.
  29. 수정Compromised or unauthorized access of our, our customers’ and/or our suppliers’ systems or data could negatively impact our business.
    A cyber-related attack or security breach, whether experienced directly or through our supply chain or third party-service providers, could, among other serious consequences, result in loss of intellectual property; allow unauthorized access to or cause the publication of various categories of sensitive, proprietary or customer data; cause disruption or degradation of our business operations; compromise our products or services; and/or result in reputational harm. There is no guarantee that our controls, policy enforcement mechanisms, monitoring systems or contractual arrangements will be sufficient to prevent or mitigate the risk of cyber-related attack attacks or incident, incidents, or allow us to detect, report or respond adequately or in a timely manner.
  30. 수정Compromised or unauthorized access of our, our customers’ and/or our suppliers’ systems or data could negatively impact our business.
    We have experienced, and may in the future experience, whether directly or through our subsidiaries or our supply chain, third-party service providers or other channels, cyber-related incidents. While prior cyber-related attacks and incidents (including those at our wholly-owned subsidiaries Boeing Distribution, Inc. in 2023 and Jeppesen, Inc. in 2022) have not materially affected our business strategy, results of operations or financial condition, there There is no guarantee that a future cyber-related attack or incident would not result in significant operational, regulatory, or financial impacts that could materially affect our business strategy, results of operations or financial condition.
  31. 수정Business disruptions could seriously affect our future sales and financial condition or increase our costs and expenses.
    Our business may be impacted by 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. Any of these disruptions could affect our internal operations or our suppliers’ operations and delay delivery of products and services to our customers. Any significant production delays, or any destruction, manipulation or improper use of Boeing’s or our suppliers’ data, information systems or networks could impact our sales, increase our expenses and/or have an adverse effect on the reputation of Boeing and of our products and services.
  32. 수정The outcome of litigation and of government inquiries and investigations involving our business is unpredictable, and an adverse decision in any such matter could have a material effect on our financial position, results of operations and cash flows.
    The outcome of litigation and of government inquiries and investigations involving our business is unpredictable, and an adverse decision in any such matter could have a material effect on our financial position and position, results of operations. operations and cash flows.
  33. 수정The outcome of litigation and of government inquiries and investigations involving our business is unpredictable, and an adverse decision in any such matter could have a material effect on our financial position, results of operations and cash flows.
    We are involved in a number of litigation matters. These matters divert financial and management resources that would otherwise be used to benefit our operations. No assurances can be given that the results of these matters will be favorable to us. An adverse resolution of any of these lawsuits, or future lawsuits, could have a material impact on our financial position and position, results of operations. operations and cash flows, or cause reputational harm. In addition, we are subject to extensive regulation under the laws of the United States and its various states, as well as other jurisdictions in which we operate and/or market our products. As a result, we are subject to government inquiries and investigations due, among other things, to our business relationships with the U.S. government, the heavily regulated nature of our industry, accidents involving our products and in the case of environmental proceedings, our current or past ownership of certain property. Any such inquiry or investigation could result in an adverse ruling against us, which could have a material impact on our financial position, results of operations and/or cash flows. flows, or cause reputational harm. For additional information about legal proceedings, investigations and inquiries, see Note 22 23 to our Consolidated Financial Statements.
  34. 수정We may be adversely affected by global climate change or by legal, regulatory or market responses to such change.
    Increasing stakeholder environmental, social and governance (ESG) expectations, physical and transition risks associated with climate change, emerging ESG sustainability regulation, contractual requirements, and policy requirements may pose risk to our market outlook, brand and reputation, financial outlook, cost of capital, global supply chain and production continuity, which may impact our ability to achieve long-term business objectives. Changes in environmental and climate change laws or regulations could lead to additional operational restrictions and compliance requirements upon us or our products, require new or additional investments in production systems or product designs, result in additional carbon offset investments or otherwise negatively impact our business and/or competitive position. Increasingly stringent aircraft performance standards and requirements including but not limited to manufacturing and product air pollutant emissions, potential carbon pricing mechanisms, and sustainability disclosure requirements in the U.S. and other jurisdictions may result in increased costs or reputational risks and could limit our ability to manufacture and/or market certain of our products at acceptable costs, or at all. For example, certain jurisdictions including the State of California and the European Union have enacted legislation which require more stringent greenhouse gas emissions and climate risk reporting. Physical impacts of climate change, increasing global chemical restrictions and bans, and water and waste requirements may drive increased costs to us and our suppliers and impact our production continuity and data facilities.
  35. 수정Substantial pension and other postretirement benefit obligations have a material impact on our earnings, shareholders’ equity and cash flows from operations, and could have significant adverse impacts in future periods.
    Many of our employees have earned benefits under defined benefit pension plans. Potential pension contributions include both mandatory amounts required under the Employee Retirement Income Security Act and discretionary contributions to improve the plans' funded status. The extent of future contributions depends heavily on market factors such as the discount rate and the actual return on plan assets. We estimate future contributions to these plans using assumptions with respect to these and other items. Changes to those assumptions could have a significant effect on future contributions as well as on our annual pension costs and/or result in a significant change to shareholders' equity. For U.S. government contracts, we allocate pension costs to individual contracts based on U.S. Cost Accounting Standards (CAS), Standards, which can also affect contract profitability. We also provide other postretirement benefits to certain of our employees, consisting principally of health care coverage for eligible retirees and qualifying dependents. Our estimates of future costs associated with these benefits are also subject to assumptions, including estimates of the level of medical cost increases. For a discussion regarding how our financial statements can be affected by pension and other postretirement plan accounting policies, see “Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates – Pension Plans” on page 51 of this Form 10-K. Although under Generally Accepted Accounting Principles in the United States of America (GAAP) the timing of periodic pension and other postretirement benefit expense and plan contributions are not directly related, the key economic factors that affect GAAP expense would also likely affect the amount of cash or stock we would contribute to our plans.
  36. 수정The issuance of our common stock upon conversion of our Mandatory convertible preferred stock, and the exchange of the Spirit Exchangeable Notes, as well as any other issuances of our common stock, could dilute the interests of our existing shareholders.
    The issuance of our common stock upon the closing of the Spirit acquisition and upon conversion of our Mandatory convertible preferred stock, and the possibility exchange of the sale or issuance Spirit Exchangeable Notes, as well as any other issuances of our common stock in the future, stock, could cause dilution to dilute the interests of our existing shareholders.
  37. 수정The issuance of our common stock upon conversion of our Mandatory convertible preferred stock, and the exchange of the Spirit Exchangeable Notes, as well as any other issuances of our common stock, could dilute the interests of our existing shareholders.
    In addition, unless Unless earlier converted, each outstanding share of Mandatory convertible preferred stock will automatically convert for settlement on or about October 15, 2027, into between 5.8280 and 6.9940 shares of common stock, subject to customary anti-dilution adjustments. At any time prior to October 15, 2027, a holder of Mandatory convertible preferred stock may convert one share of such stock into a number of shares of common stock equal to the minimum conversion rate of 5.8280, subject to certain anti-dilution and other adjustments. We may also issue shares of our common stock upon the exchange of the $230 million of 3.250% Exchangeable Notes, maturing November 1, 2028 (the Spirit Exchangeable Notes), that we assumed in connection with the Spirit Acquisition. For additional information on the Spirit Exchangeable Notes, see Note 17 to our Consolidated Financial Statements in Part II Item 8 of this Form 10-K. In addition, a substantial number of shares of our common stock is reserved for issuance upon the exercise or settlement of equity awards. Collectively, these issuances or potential future issuances of common stock could be significant and will dilute the interests of our existing shareholders.
  38. 문장 삭제We depend heavily on commercial airlines, subjecting us to unique risks.
    Airlines also are experiencing increased fuel and other costs, and the global economy has experienced and may continue to experience high inflation.
  39. 문장 삭제Our Commercial Airplanes business depends on our ability to maintain a healthy production system, ensure every airplane in our production system conforms to exacting specifications, achieve planned production rate targets, successfully develop and certify new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.
    We have experienced and may continue to experience production quality issues, including in our supply chain.
  40. 문장 삭제Our Commercial Airplanes business depends on our ability to maintain a healthy production system, ensure every airplane in our production system conforms to exacting specifications, achieve planned production rate targets, successfully develop and certify new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.
    For example, as a result of the Alaska Airlines 737-9 accident in January 2024, the FAA investigated the 737 quality control system, including Spirit, and increased its oversight of our production and quality and safety management systems. The FAA identified multiple instances where we and Spirit failed to comply with manufacturing quality control requirements. These actions significantly impacted our financial position, results of operations and cash flows during the year ended December 31, 2024, and are expected to continue to impact our financial position, results of operations and cash flows as we work to increase production and improve factory performance.
  41. 문장 삭제Our Commercial Airplanes business depends on our ability to maintain a healthy production system, ensure every airplane in our production system conforms to exacting specifications, achieve planned production rate targets, successfully develop and certify new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.
    We have previously announced plans to adjust production rates on several of our commercial aircraft programs.
  42. 문장 삭제Our Commercial Airplanes business depends on our ability to maintain a healthy production system, ensure every airplane in our production system conforms to exacting specifications, achieve planned production rate targets, successfully develop and certify new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.
    We continue to monitor the health and stability of the supply chain.
  43. 문장 삭제Some of our and our suppliers’ workforces are represented by labor unions. Work stoppages by our employees have adversely affected and could continue to adversely affect our business, financial condition, results of operations and/or cash flows. Future work stoppages by our or our suppliers’ employees could also adversely impact our business.
    On September 12, 2024, our contract with IAM 751, which represents over 30,000 Boeing manufacturing employees primarily located in Washington state, expired and 96% of IAM 751 members voted to initiate a strike. On November 4, 2024, members of IAM 751 voted to ratify a new contract, thereby ending the strike. As a result of the strike, production of our commercial aircraft, other than the 787 production in Charleston, and certain of our Defense, Space & Security products halted, adversely impacting our business and financial position. Net cash used by operating activities for the year ended December 31, 2024, was $12.1 billion and we expect further negative operating cash flows to continue in future quarters as we work to ramp up production and deliveries. The new contract with IAM 751 and pay enhancements for certain non-union employees is adversely impacting our financial position, results of operations and cash flows. We may experience additional work stoppages in the future, which could adversely affect our business.
  44. 문장 삭제Some of our and our suppliers’ workforces are represented by labor unions. Work stoppages by our employees have adversely affected and could continue to adversely affect our business, financial condition, results of operations and/or cash flows. Future work stoppages by our or our suppliers’ employees could also adversely impact our business.
    Union actions at suppliers also affect us.
  45. 문장 삭제We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries.
    In 2024, non-U.S. customers, which include foreign military sales (FMS), accounted for approximately 46% of our revenues.
  46. 문장 삭제We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries.
    For example, since 2018, the U.S. and China have imposed tariffs on each other’s imports. Certain aircraft parts and components that Boeing procures are subject to these tariffs. We are mitigating import costs through Duty Drawback Customs procedures. Overall, the U.S.-China trade relationship remains stalled as economic and national security concerns continue to be a challenge.
  47. 삭제We use estimates and make assumptions in accounting for contracts and programs. Changes in our estimates and/or assumptions could adversely affect our future financial results.
    Accounting Estimates – Accounting for Long-term Contracts/Program Accounting” on pages 49 - 51 and Note 1 to our Consolidated Financial Statements on pages 60 - 70 of this Form 10-K.
  48. 삭제된 항목
    Our pending acquisition of Spirit AeroSystems Holdings, Inc. (Spirit) subjects us to various risks and uncertainties, including risks that we may not complete the acquisition or realize the anticipated benefits in the expected timeframe or at all.
  49. 문장 삭제Our pending acquisition of Spirit AeroSystems Holdings, Inc. (Spirit) subjects us to various risks and uncertainties, including risks that we may not complete the acquisition or realize the anticipated benefits in the expected timeframe or at all.
    On June 30, 2024, we entered into an Agreement and Plan of Merger (Merger Agreement) to acquire Spirit in an all-stock transaction that will include the assumption of Spirit's net debt at closing. Completion of our acquisition of Spirit is subject to a number of conditions set forth in the Merger Agreement. On January 31, 2025, Spirit’s stockholders approved the Merger Agreement and the related transactions. Some of the remaining conditions, such as certain regulatory approvals and the ability of Spirit to enter into definitive agreements relating to the disposition of Spirit operations related to certain Airbus commercial work packages and consummate the related transactions, are beyond our control, which make the completion of our acquisition of Spirit (and the timing thereof) uncertain. In addition, if Spirit or Boeing exercise certain termination rights included in the Merger Agreement, the acquisition will not be consummated. Furthermore, the governmental authorities from which regulatory approvals related to the acquisition are required may impose burdensome or unacceptable conditions on the completion of the acquisition, require changes to the terms of the Merger Agreement, or prevent or delay the consummation of the acquisition. If the acquisition is not completed, our ongoing business may be adversely affected and we will be subject to a number of risks, including expenditure of time and resources, negative reactions from stakeholders, and potential stock price fluctuations. If we are successful in completing the acquisition, we will be subject to other risks, including those related to the assumption of Spirit's net debt and other obligations at closing, which could adversely impact our financial position, results of operations and cash flows. For additional information on the acquisition, see Note 2 to our Consolidated Financial Statements.
  50. 문장 삭제We may not realize the anticipated benefits of mergers, acquisitions, joint ventures/strategic alliances or divestitures.
    We also may make strategic divestitures from time to time. These transactions may result in continued financial involvement in the divested businesses, such as through guarantees or other financial arrangements, following the transaction. Nonperformance by those divested businesses could affect our future financial results through additional payment obligations, higher costs or asset write-downs.
  51. 문장 삭제We enter into fixed-price contracts, which could subject us to losses if we have cost overruns.
    We continue to experience production disruptions and inefficiencies due to technical challenges, supplier disruption and factory performance. These factors have contributed to significant earnings charges on a number of fixed-price development programs which are expected to adversely affect cash flows in future periods, and may result in future earnings charges and adverse cash flow effects. Higher supplier pricing, the IAM 751 work stoppage, higher labor costs and an inexperienced workforce also contributed to earnings charges and lower earnings in 2024.
  52. 문장 삭제We enter into fixed-price contracts, which could subject us to losses if we have cost overruns.
    Estimating costs to complete fixed-price development contracts is generally subject to more uncertainty than fixed-price production contracts. Many of these development programs have highly complex designs and technical challenges.
  53. 문장 삭제We may be unable to effectively manage our liquidity, which could adversely affect our business, financial position and results of operations.
    Net cash used by operating activities for the year ended December 31, 2024 was $12.1 billion and we expect negative operating cash flows to continue in future quarters as we work to ramp up commercial airplanes production. In addition, we will assume Spirit’s net debt upon the closing of our acquisition of Spirit, which is expected to occur later this year.
  54. 삭제된 항목
    A significant portion of our customer financing portfolio is concentrated among certain customers and in certain types of Boeing aircraft, which exposes us to concentration risks.
  55. 삭제A significant portion of our customer financing portfolio is concentrated among certain customers and in certain types of Boeing aircraft, which exposes us to concentration risks.
    A significant portion of our customer financing portfolio, which is comprised of financing receivables and operating lease equipment, is concentrated among certain customers and in distinct geographic regions. Our portfolio is also concentrated by varying degrees across Boeing aircraft product types, most notably 717 aircraft, and among customers that we believe have less than investment-grade credit. If one or more customers holding a significant portion of our portfolio assets experiences financial difficulties or otherwise defaults on or does not renew its leases with us at their expiration, and we are unable to redeploy the aircraft on reasonable terms, our financial position, results of operations and/or cash flows could be materially adversely affected.
  56. 문장 삭제The issuance of common stock upon the closing of the Spirit acquisition and upon conversion of our Mandatory convertible preferred stock, and the possibility of the sale or issuance of our common stock in the future, could cause dilution to the interests of our existing shareholders.
    On the terms and subject to the conditions set forth in the Merger Agreement, each share of Spirit common stock will be exchanged for a number of shares of our 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 our 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).