Spirit Acquisition |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Spirit Acquisition | 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. (Spirit) in an all-stock transaction (the Boeing-Spirit Merger) at an equity value of approximately $4,700, or $37.25 per share of Spirit Class A Common Stock (Spirit common stock). The Boeing-Spirit Merger will include the assumption of Spirit's net debt at closing. On January 31, 2025, Spirit's stockholders approved the Merger Agreement and the related transactions. 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. The Merger Agreement contains certain termination rights, including that either Boeing or Spirit may terminate the Merger Agreement if, subject to certain limitations, the Boeing-Spirit Merger has not been consummated by March 31, 2025 (subject to three automatic three-month extensions if on each such date or the last day of each extension period, as applicable, all of the closing conditions except those relating to regulatory approvals have been satisfied or waived) (the Outside Date). The second automatic extension came into effect on July 1, 2025. Accordingly, the Outside Date is currently September 30, 2025. 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 Boeing-Spirit Merger would not be satisfied, and such breach or failure is not curable by the Outside Date or, if curable by the Outside Date, has not been cured within 30 days following notice thereof, such other party may terminate the Merger Agreement. The Merger Agreement also provides that we will be required to pay Spirit a termination fee of $300 if the Merger Agreement is terminated by Spirit or Boeing under certain specified circumstances as a result of the parties' failure to obtain the required regulatory approvals by the Outside Date or in the event that any law or order related to the required regulatory approvals or any applicable antitrust law or foreign investment law prohibits the consummation of the Merger. The Boeing-Spirit Merger is expected to close in 2025 and is subject to the completion of the sale of Spirit operations related to certain Airbus SE (Airbus) commercial work packages and the satisfaction of customary closing conditions, including certain regulatory approvals. On April 27, 2025, Spirit entered into a Stock and Asset Purchase Agreement (SAPA) with Airbus pursuant to which Airbus will, subject to the satisfaction of customary closing conditions, including certain regulatory approvals, acquire certain commercial work packages that Spirit performs for Airbus concurrently with the closing of the Boeing-Spirit Merger. As part of the transactions contemplated by the SAPA, Spirit will also make a cash payment to Airbus in an amount equal to $439, which amount is subject to adjustment in accordance with the terms of the SAPA (such adjusted amount, the Airbus Payment). Pursuant to the terms of the Merger Agreement, Boeing is required to fund any portion of the Airbus Payment that Spirit is unable to satisfy with cash on hand as of the closing of the transactions contemplated by the SAPA. During 2023 and 2024, Boeing reached agreements to provide Spirit up to $1,067 to support its liquidity, rate readiness, and 787 tooling and capital expenditures, of which $16 has yet to be drawn. Spirit has repaid $40 with $1,011 still outstanding at June 30, 2025, of which $973 is recorded as supplier notes receivable, net of interest, within our Condensed Consolidated Statements of Financial Position. On January 22, 2025, Boeing and Spirit reached an agreement to reschedule repayment dates for $515 to 2026. This includes changing repayment of $425 originally due in 2024 to 2026. In the event that the Merger Agreement is terminated in accordance with its terms, the then outstanding balances will become due and payable in full on April 1, 2026. At June 30, 2025 and December 31, 2024, Other current assets included $414 and $539 and Other assets included $559 and $299 owed to us under these agreements. At June 30, 2025 and December 31, 2024, advance payments to Spirit of $161 and $165 were included in Inventories and are scheduled to be recovered as the related shipsets are received by Boeing from Spirit.
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