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Spirit Acquisition
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Spirit Acquisition Spirit Acquisition
On December 8, 2025, we completed our acquisition of Spirit AeroSystems Holdings, Inc. (Spirit) pursuant to the Agreement and Plan of Merger dated June 30, 2024 (Merger Agreement). 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. (Spirit Sub). 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
same priorities, incentives and outcomes.
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 behalf948 
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.
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 exchange ratio was calculated as $37.25 divided by the $190.493 volume weighted average price per share of Boeing common stock on the New York Stock Exchange for the 15-trading-day period ended on December 4, 2025.
Since 2023, Boeing has provided funding in the form of loans and advance payments to Spirit to support its liquidity, rate readiness, and 787 tooling and capital expenditures. 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. Such amounts totaling $2,571 were deemed to be consideration.
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. The results of Spirit’s operations between the acquisition date and December 31, 2025, were not material. We have determined disclosure of 2025 and 2024 proforma revenue and earnings of Boeing combined with the acquired Spirit business is impracticable. Historical financial results of the acquired portion of the Spirit business are not readily available. 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.
The preliminary allocation of the purchase price was as follows:
Cash and cash equivalents
$281 
Accounts receivable
339 
Unbilled receivables
126 
Inventories1,438 
Property, plant and equipment
2,419 
Goodwill9,997 
Acquired intangible assets
109 
Other assets
116 
Accounts payable(953)
Accrued liabilities
(1,784)
Advances and progress billings
(97)
Short-term debt and current portion of long-term debt(329)
Other long-term liabilities
(178)
Long-term debt(3,279)
Other166 
Total net assets acquired$8,371 
The amounts recorded for acquired assets and assumed liabilities are preliminary and are based on the information available as of the reporting date. The primary areas that remain preliminary relate to the fair values of inventories, property, plant and equipment, goodwill, intangible assets, and off-market contracts. The Company will continue to adjust the provisional estimates as additional information becomes available and final valuation and analyses are completed. Provisional goodwill of $9,997 associated with the Spirit Acquisition was provisionally assigned to our BCA segment as we expect the majority of synergies from the Spirit Acquisition to relate to the commercial airplane segment. The acquired intangible assets primarily relate to customer relationships and have a weighted-average useful life of five years. Accrued liabilities includes $1,065 for the fair value of off-market customer contracts measured as the present value of the amount by which the terms of the contract deviated from the terms that a market participant could have achieved. Future estimated revenues from the amortization of off-market contract liabilities is as follows:
2026
2027
2028
2029
2030
Estimated revenue
$113 $133 $129 $102 $97 
We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Approximately $30 of the acquired goodwill and intangible assets is deductible for tax purposes.