Boeing 10-Q 2026-06-30

Filed 2026-07-28. 8 sections, 220K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

boeingblacksmalla03.jpg

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-442

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

Delaware91-0425694
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
929 Long Bridge DriveArlington,VA22202
(Address of principal executive offices)(Zip Code)
(703)465-3500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $5.00 Par ValueBANew York Stock Exchange
Depositary Shares, each representing a 1/20th interest in a share of 6.00% Series A Mandatory Convertible Preferred Stock, $1.00 Par ValueBA-PRANew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of July 21, 2026, there were 790,370,020 shares of common stock, $5.00 par value, issued and outstanding.

THE BOEING COMPANY

FORM 10-Q

For the Quarter Ended June 30, 2026

INDEX

Part I. Financial Information (Unaudited)Page
Item 1.Financial Statements1
Condensed Consolidated Statements of Operations1
Condensed Consolidated Statements of Comprehensive Income2
Condensed Consolidated Statements of Financial Position3
Condensed Consolidated Statements of Cash Flows4
Condensed Consolidated Statements of Equity5
Summary of Business Segment Data7
Note 1 - Basis of Presentation8
Note 2 - Spirit Acquisition9
Note 3 - Earnings Per Share10
Note 4 - Income Taxes11
Note 5 - Allowance for Losses on Financial Assets12
Note 6 - Inventories12
Note 7 - Contracts with Customers13
Note 8 - Financing Receivables and Operating Lease Equipment13
Note 9 - Investments14
Note 10 - Liabilities, Commitments & Contingencies15
Note 11 - Arrangements with Off-Balance Sheet Risk18
Note 12 - Debt19
Note 13 - Postretirement Plans20
Note 14 - Share-Based Compensation and Other Compensation Arrangements20
Note 15 - Shareholders' Equity21
Note 16 - Derivative Financial Instruments22
Note 17 - Fair Value Measurements24
Note 18 - Legal Proceedings26
Note 19 - Segment and Revenue Information26
Report of Independent Registered Public Accounting Firm32
Forward-Looking Statements33
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations35
Consolidated Results of Operations and Financial Condition35
Commercial Airplanes41
Defense, Space & Security44
Global Services46
Liquidity and Capital Resources47
Contingent Obligations49
Non-GAAP Measures49
Item 3.Quantitative and Qualitative Disclosures About Market Risk50
Item 4.Controls and Procedures51
Part II. Other Information
Item 1.Legal Proceedings52
Item 1A.Risk Factors52
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds52
Item 3.Defaults Upon Senior Securities52
Item 4.Mine Safety Disclosures52
Item 5.Other Information52
Item 6.Exhibits53
Signature54

Part I. Financial Information

Item 1. Financial Statements

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in millions, except per share data)Six months ended June 30Three months ended June 30
2026202520262025
Sales of products$40,364$35,269$21,366$19,122
Sales of services6,4136,9763,1943,627
Total revenues46,77742,24524,56022,749
Cost of products(36,518)(31,785)(19,487)(17,406)
Cost of services(5,299)(5,608)(2,659)(2,908)
Total costs and expenses(41,817)(37,393)(22,146)(20,314)
4,9604,8522,4142,435
Income from operating investments, net14282425
General and administrative expense(2,625)(2,905)(1,428)(1,793)
Research and development expense, net(1,824)(1,754)(921)(910)
Gain on dispositions, net79646767
Earnings/(loss) from operations604285156(176)
Other income, net27364879325
Interest and debt expense(1,216)(1,418)(600)(710)
Loss before income taxes(339)(485)(365)(561)
Income tax expense(96)(158)(63)(51)
Net loss(435)(643)(428)(612)
Less: Net earnings/(loss) attributable to noncontrolling interest13516(1)
Net loss attributable to Boeing shareholders(448)(648)(444)(611)
Less: Mandatory convertible preferred stock dividends accumulated during the period1721728686
Net loss attributable to Boeing common shareholders($620)($820)($530)($697)
Basic loss per share($0.79)($1.09)($0.67)($0.92)
Diluted loss per share($0.79)($1.09)($0.67)($0.92)

See Notes to the Condensed Consolidated Financial Statements.

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in millions)Six months ended June 30Three months ended June 30
2026202520262025
Net loss($435)($643)($428)($612)
Other comprehensive income, net of tax:
Currency translation adjustments(28)1083562
Unrealized loss on certain investments, net of tax of $0, $0, $0 and $0(1)
Derivative instruments:
Unrealized gain arising during period, net of tax of ($1), ($59), ($7) and ($39)1620624138
Reclassification adjustment for (gains)/losses included in net loss, net of tax of $5, ($8), $1 and ($3)(9)28(3)10
Total unrealized gain on derivative instruments, net of tax723421148
Defined benefit pension plans and other postretirement benefits:
Net actuarial gain/(loss) arising during the period, net of tax of ($2), $0, $0 and $09(2)(2)
Amortization of actuarial loss included in net periodic benefit cost, net of tax of ($52), ($17), ($27) and ($20)188659322
Amortization of prior service credits included in net periodic benefit cost, net of tax of $8, $8, $4 and $9(30)(29)(15)(9)
Total defined benefit pension plans and other postretirement benefits, net of tax167347811
**Other

Showing the first 8K of 137K characters. Open the full section

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Results of Operations and Financial Condition

Consolidated Results of Operations

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

(Dollars in millions, except per share data)Six months ended June 30Three months ended June 30
2026202520262025
Revenues$46,777$42,245$24,560$22,749
GAAP
Earnings/(loss) from operations$604$285$156($176)
Operating margins1.3%0.7%0.6%(0.8)%
Effective income tax rate(28.3)%(32.6)%(17.3)%(9.1)%
Net loss attributable to Boeing shareholders($448)($648)($444)($611)
Diluted loss per share($0.79)($1.09)($0.67)($0.92)
Non-GAAP (1)
Core operating earnings/(loss)$294($234)$1($433)
Core operating margins0.6%(0.6)%0.0%(1.9)%
Core loss per share($0.97)($1.73)($0.76)($1.24)

(1)These measures exclude certain components of pension and other postretirement benefit expense. See pages 49-50 for important information about these non-GAAP measures and reconciliations to the most directly comparable GAAP measures.

Revenues

The following table summarizes Revenues:

(Dollars in millions)Six months ended June 30Three months ended June 30
2026202520262025
Commercial Airplanes$20,954$19,021$11,751$10,874
Defense, Space & Security15,08212,9157,4836,617
Global Services10,71410,3445,3445,281
Unallocated items, eliminations and other27(35)(18)(23)
Total$46,777$42,245$24,560$22,749

Revenues for the six and three months ended June 30, 2026, increased by $4,532 million and $1,811 million compared with the same periods in 2025 primarily driven by higher revenues at Defense, Space & Security (BDS) and Commercial Airplanes (BCA).

Earnings/(Loss) from Operations

The following table summarizes Earnings/(loss) from operations:

(Dollars in millions)Six months ended June 30Three months ended June 30
2026202520262025
Commercial Airplanes($885)($1,094)($322)($557)
Defense, Space & Security218265(15)110
Global Services1,9391,9929681,049
Segment operating earnings1,2721,163631602
Unallocated items, eliminations and other(978)(1,397)(630)(1,035)
Pension FAS/CAS service cost adjustment18539092197
Postretirement FAS/CAS service cost adjustment1251296360
Earnings/(loss) from operations (GAAP)$604$285$156($176)
FAS/CAS service cost adjustment *(310)(519)(155)(257)
Core operating earnings/(loss) (Non-GAAP) **$294($234)$1($433)
  • 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 is a Non-GAAP measure that excludes the FAS/CAS service cost adjustment. See pages 49-50.

Earnings from operations for the six months ended June 30, 2026, increased by $319 million compared with the same period in 2025, primarily driven by a decrease in loss from operations on Unallocated items, eliminations, and other ($419 million) and at BCA ($209 million), partially offset by unfavorable changes in the FAS/CAS service cost adjustment ($209 million).

Earnings from operations for the three months ended June 30, 2026, increased by $332 million compared with the same period in 2025, primarily driven by a decrease in loss from operations on Unallocated items, eliminations, and other ($405 million) and at BCA ($235 million), partially offset by lower earnings from operations at BDS ($125 million) and unfavorable changes in the FAS/CAS service cost adjustment ($102 million).

Core operating earnings for the six and three months ended June 30, 2026, increased by $528 million and $434 million compared with the same periods in 2025, primarily due to a decrease in loss from operations on Unallocated items, eliminations, and other.

For information related to Postretirement Plans, see Note 13 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:

(Dollars in millions)**Six months ende

Showing the first 8K of 62K characters. Open the full section

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes to our market risk since December 31, 2025.

Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of June 30, 2026 and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting that occurred during the second quarter of 2026 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

Currently, we are involved in a number of legal proceedings. For a discussion of contingencies related to legal proceedings, see Note 18 to our Condensed Consolidated Financial Statements, which is hereby incorporated by reference.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities

The following table provides information about purchases we made during the quarter ended June 30, 2026, of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

(Dollars in millions, except per share data)
(a)(b)(c)(d)
Total Number of Shares Purchased (1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
4/1/2026 thru 4/30/20262,240$220.51
5/1/2026 thru 5/31/2026742222.67
6/1/2026 thru 6/30/2026506227.07
Total3,488$221.92

(1)A total of 3,488 shares were transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units during the period. We did not purchase any shares of our common stock in the open market pursuant to a repurchase program.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended June 30, 2026, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

Item 6. Exhibits

10.1Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated effective June 23, 2026*
10.2The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective June 23, 2026*
10.3The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective June 23, 2026*
15Letter from Independent Registered Public Accounting Firm regarding unaudited interim financial information
22Subsidiary Guarantor and Issuer of Guaranteed Securities (Exhibit 22 to the Company’s Form 10-K for the year ended December 31, 2025)
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
  • Management contract or compensatory plan.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE BOEING COMPANY
(Registrant)
July 28, 2026/s/ Michael J. Cleary
(Date)Michael J. Cleary
Senior Vice President and Controller