波音美股招股说明书(2024-12-20版)

Dear Stockholders of Spirit AeroSystems Holdings, Inc.: On June 30, 2024, Spirit AeroSystems Holdings, Inc. (“Spirit”) entered into an Agreement and Plan of Merger (as it may beamended from time to time, the “Merger Agreement”), with The Boeing Company (“Boeing”) and Sphere Acquisition Corp., a whollyowned subsidiary of Boeing (“Merger Sub”), providing for the merger of Merger Sub with and into Spirit (the “Merger”), and for Spiritto be the surviving corporation in the Merger. Upon completion of the Merger, Spirit would be a wholly owned subsidiary of Boeing. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “EffectiveTime”), each share of Class A Common Stock, par value $0.01 per share, of Spirit (“Spirit Common Stock”) that is issued andoutstanding immediately prior to the Effective Time (other than shares of Spirit Common Stock owned by Spirit, Boeing or any oftheir respective wholly owned subsidiaries, in each case not held on behalf of third parties) will be automatically cancelled andcease to exist and will be converted into the right to receive a number of shares of common stock, par value $5.00 per share, ofBoeing (“Boeing Common Stock,” and such number of shares of Boeing Common Stock, the “Per Share Merger Consideration”)equal to an exchange ratio (the “Exchange Ratio”), which will depend on the volume weighted average price per share of BoeingCommon Stock on the New York Stock Exchange for the 15 consecutive trading days ending on and including the second fulltrading day prior to the Effective Time (the “Boeing Stock Price”). If the Boeing Stock Price is greater than $149.00 but less than$206.94, the Exchange Ratio will be the quotient obtained by dividing $37.25 by the Boeing Stock Price, rounded to four decimalplaces; if the Boeing Stock Price is greater than or equal to $206.94, the Exchange Ratio will be 0.1800; and if the Boeing StockPrice is equal to or less than $149.00, the Exchange Ratio will be 0.2500. Accordingly, if the Boeing Stock Price were between$149.00 and $206.94, the implied value of the Per Share Merger Consideration would be $37.25; if the Boeing Stock Price weregreater than $206.94, the implied value of the Per Share Merger Consideration would be greater than $37.25; and if the BoeingStock Price were less than $149.00, the implied value of the Per Share Merger Consideration would be less than $37.25. TheBoeing Stock Price and the actual value of the Per Share Merger Consideration will depend on the trading price of Boeing CommonStock, which is subject to fluctuation, including during the period until the Effective Time. For illustrative purposes only, the followingtable presents the Exchange Ratio and the implied value of the Per Share Merger Consideration based on different values for theBoeing Stock Price: Shares of Spirit Common Stock are listed on the New York Stock Exchange under the symbol “SPR.” Shares of Boeing CommonStock are listed on the New York Stock Exchange under the symbol “BA.” We encourage you to obtain current market quotations forboth Spirit Common Stock and Boeing Common Stock. In connection with the proposed Merger, Spirit will hold a special meeting of its stockholders (the “Special Meeting”). At the SpecialMeeting, the holders of Spirit Common Stock will be asked to vote on (i) a proposal to adopt the Merger Agreement (the “MergerAgreement Proposal”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or becomepayable to Spirit’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory CompensationProposal”) and (iii) a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permitsolicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the“Adjournment Proposal”). Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of theoutstanding shares of Spirit Common Stock entitled to vote thereon, and approval of the Advisory Compensation Proposal andAdjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the applicable proposal, assuming a quorum is present. The Special Meeting will be held virtually via live audio webcast atwww.virtualshareholdermeeting.com/SPR2025SM, on January 31, 2025, at 11:30 a.m. Central Time.The board of directors ofSpirit unanimously recommends that stockholders of Spirit vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” theAdvisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal. Your vote is very important.The obligations of Spirit and Boeing to complete the Merger are subject to the satisfaction or waiverof a number of conditions set forth in the Merger Agreement, including approval of the Merger Agreement Proposal by thestockho