Price Graph
Price
Yield
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-2436320
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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For the Three
Months Ended
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For the Six
Months Ended |
||||||||||||
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July 3,
2014 |
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June 27,
2013 |
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July 3,
2014 |
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June 27,
2013 |
||||||||
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($ in millions, except per share data)
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||||||||||||||
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Net revenues
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$
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1,803.3
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$
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1,520.7
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$
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3,531.8
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$
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2,962.9
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Operating costs and expenses
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||||
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Cost of sales
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1,525.9
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1,690.2
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2,993.2
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2,927.3
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||||
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Selling, general and administrative
|
54.4
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54.1
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114.9
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98.4
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||||
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Impact from severe weather event
|
—
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6.3
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—
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15.1
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||||
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Research and development
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6.8
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8.6
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13.1
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16.1
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||||
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Total operating costs and expenses
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1,587.1
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1,759.2
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3,121.2
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3,056.9
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||||
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Operating income (loss)
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216.2
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(238.5
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)
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410.6
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(94.0
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)
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||||
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Interest expense and financing fee amortization
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(20.8
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)
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(17.3
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)
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(56.2
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)
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(34.9
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)
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||||
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Interest income
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0.1
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—
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0.2
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0.1
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||||
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Other income (expense), net
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5.8
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1.3
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7.0
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(8.6
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)
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Income (loss) before income taxes and equity in net income (loss) of affiliate
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201.3
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(254.5
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)
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361.6
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(137.4
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)
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||||
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Income tax (provision) benefit
|
(58.1
|
)
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45.0
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(65.0
|
)
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|
9.3
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|
||||
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Income (loss) before equity in net income (loss) of affiliate
|
143.2
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|
(209.5
|
)
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296.6
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(128.1
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)
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||||
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Equity in net income (loss) of affiliate
|
0.2
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0.1
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0.4
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(0.1
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)
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||||
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Net income (loss)
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$
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143.4
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$
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(209.4
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)
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$
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297.0
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$
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(128.2
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)
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Earnings (loss) per share
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Basic
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$
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1.01
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$
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(1.47
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)
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$
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2.09
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$
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(0.90
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)
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Diluted
|
$
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1.01
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$
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(1.47
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)
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$
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2.07
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$
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(0.90
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)
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For the Three
Months Ended
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For the Six
Months Ended |
||||||||||||
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July 3,
2014 |
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June 27,
2013 |
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July 3,
2014 |
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June 27,
2013 |
||||||||
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($ in millions)
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||||||||||||||
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Net income (loss)
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$
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143.4
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$
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(209.4
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)
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$
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297.0
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$
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(128.2
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)
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Changes in other comprehensive income (loss), net of tax:
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||||
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Pension, SERP, and Retiree medical adjustments, net of tax effect of zero and $0.2 for each of the three months ended, respectively, and zero and $0.2 for the six months ended, respectively
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—
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0.1
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—
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0.4
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Unrealized foreign exchange gain (loss) on intercompany loan, net of tax effect of $0.5 and zero for the three months ended and $0.4 and $1.0 for the six months ended, respectively
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1.7
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0.1
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1.5
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(3.2
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)
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||||
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Foreign currency translation adjustments
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8.3
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0.6
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8.7
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(9.9
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)
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||||
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Total other comprehensive income (loss)
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10.0
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0.8
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10.2
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(12.7
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)
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||||
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Total comprehensive income (loss)
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$
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153.4
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$
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(208.6
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)
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$
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307.2
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$
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(140.9
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)
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July 3,
2014 |
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December 31,
2013 |
||||
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($ in millions)
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||||||
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Current assets
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Cash and cash equivalents
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$
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381.6
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$
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420.7
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Accounts receivable, net
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729.1
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|
550.8
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Inventory, net
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1,875.4
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1,842.6
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Deferred tax asset - current
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26.3
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26.9
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|
||
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Other current assets
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25.3
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|
103.2
|
|
||
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Total current assets
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3,037.7
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2,944.2
|
|
||
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Property, plant and equipment, net
|
1,793.0
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|
1,803.3
|
|
||
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Pension assets
|
270.1
|
|
|
252.6
|
|
||
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Other assets
|
120.6
|
|
|
107.1
|
|
||
|
Total assets
|
$
|
5,221.4
|
|
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$
|
5,107.2
|
|
|
Current liabilities
|
|
|
|
|
|
||
|
Accounts payable
|
$
|
654.8
|
|
|
$
|
753.7
|
|
|
Accrued expenses
|
258.5
|
|
|
220.6
|
|
||
|
Profit sharing
|
50.4
|
|
|
38.4
|
|
||
|
Current portion of long-term debt
|
9.9
|
|
|
16.8
|
|
||
|
Advance payments, short-term
|
71.4
|
|
|
133.5
|
|
||
|
Deferred revenue, short-term
|
27.0
|
|
|
19.8
|
|
||
|
Deferred grant income liability - current
|
9.4
|
|
|
8.6
|
|
||
|
Other current liabilities
|
153.6
|
|
|
144.2
|
|
||
|
Total current liabilities
|
1,235.0
|
|
|
1,335.6
|
|
||
|
Long-term debt
|
1,150.4
|
|
|
1,150.5
|
|
||
|
Advance payments, long-term
|
750.6
|
|
|
728.9
|
|
||
|
Pension/OPEB obligation
|
73.2
|
|
|
69.8
|
|
||
|
Deferred grant income liability - non-current
|
104.6
|
|
|
108.2
|
|
||
|
Deferred revenue and other deferred credits
|
29.2
|
|
|
30.9
|
|
||
|
Other liabilities
|
216.3
|
|
|
202.3
|
|
||
|
Equity
|
|
|
|
|
|
||
|
Preferred stock, par value $0.01, 10,000,000 shares authorized, no shares issued
|
—
|
|
|
—
|
|
||
|
Common stock, Class A par value $0.01, 200,000,000 shares authorized, 132,215,419 and 120,946,429 shares issued, respectively
|
1.3
|
|
|
1.2
|
|
||
|
Common stock, Class B par value $0.01, 150,000,000 shares authorized, 8,988,344 and 23,851,694 shares issued, respectively
|
0.1
|
|
|
0.2
|
|
||
|
Additional paid-in capital
|
1,028.1
|
|
|
1,025.0
|
|
||
|
Accumulated other comprehensive (loss)
|
(44.4
|
)
|
|
(54.6
|
)
|
||
|
Retained earnings
|
805.7
|
|
|
508.7
|
|
||
|
Treasury stock, at cost (4,000,000 and zero shares, respectively)
|
(129.2
|
)
|
|
—
|
|
||
|
Total shareholders’ equity
|
1,661.6
|
|
|
1,480.5
|
|
||
|
Noncontrolling interest
|
0.5
|
|
|
0.5
|
|
||
|
Total equity
|
1,662.1
|
|
|
1,481.0
|
|
||
|
Total liabilities and equity
|
$
|
5,221.4
|
|
|
$
|
5,107.2
|
|
|
|
For the Six
Months Ended
|
||||||
|
|
July 3,
2014 |
|
June 27,
2013 |
||||
|
|
($ in millions)
|
||||||
|
Operating activities
|
|
|
|
|
|
||
|
Net income (loss)
|
$
|
297.0
|
|
|
$
|
(128.2
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
||
|
Depreciation expense
|
83.5
|
|
|
78.5
|
|
||
|
Amortization expense
|
5.7
|
|
|
2.7
|
|
||
|
Amortization of deferred financing fees
|
18.7
|
|
|
3.1
|
|
||
|
Accretion of customer supply agreement
|
0.5
|
|
|
0.2
|
|
||
|
Employee stock compensation expense
|
8.0
|
|
|
12.0
|
|
||
|
Excess tax benefit of share-based payment arrangements
|
(2.3
|
)
|
|
(0.4
|
)
|
||
|
(Gain) from hedge contracts
|
(1.3
|
)
|
|
(1.4
|
)
|
||
|
(Gain) loss from foreign currency transactions
|
(5.7
|
)
|
|
10.1
|
|
||
|
Loss on disposition of assets
|
—
|
|
|
0.4
|
|
||
|
Deferred taxes
|
1.9
|
|
|
(40.0
|
)
|
||
|
Long-term tax provision
|
—
|
|
|
0.6
|
|
||
|
Pension and other post retirement benefits, net
|
(12.8
|
)
|
|
(6.7
|
)
|
||
|
Grant income
|
(3.9
|
)
|
|
(3.3
|
)
|
||
|
Equity in net (income) loss of affiliate
|
(0.4
|
)
|
|
0.1
|
|
||
|
Changes in assets and liabilities
|
|
|
|
|
|
||
|
Accounts receivable
|
(172.4
|
)
|
|
(184.3
|
)
|
||
|
Inventory, net
|
(73.6
|
)
|
|
276.2
|
|
||
|
Accounts payable and accrued liabilities
|
(53.7
|
)
|
|
27.1
|
|
||
|
Profit sharing/deferred compensation
|
11.9
|
|
|
8.1
|
|
||
|
Advance payments
|
(40.4
|
)
|
|
(19.4
|
)
|
||
|
Income taxes receivable/payable
|
121.8
|
|
|
(31.0
|
)
|
||
|
Deferred revenue and other deferred credits
|
6.3
|
|
|
5.0
|
|
||
|
Other
|
20.7
|
|
|
4.9
|
|
||
|
Net cash provided by operating activities
|
209.5
|
|
|
14.3
|
|
||
|
Investing activities
|
|
|
|
|
|
||
|
Purchase of property, plant and equipment
|
(89.6
|
)
|
|
(119.3
|
)
|
||
|
Purchase of property, plant and equipment - severe weather event (see Note 4)
|
—
|
|
|
(15.7
|
)
|
||
|
Proceeds from sale of assets
|
0.4
|
|
|
0.1
|
|
||
|
Consolidation of variable interest entity
|
—
|
|
|
2.5
|
|
||
|
Net cash (used in) investing activities
|
(89.2
|
)
|
|
(132.4
|
)
|
||
|
Financing activities
|
|
|
|
|
|
||
|
Proceeds from issuance of bonds
|
300.0
|
|
|
—
|
|
||
|
Principal payments of debt
|
(11.9
|
)
|
|
(4.0
|
)
|
||
|
Payments on bonds
|
(300.0
|
)
|
|
—
|
|
||
|
Excess tax benefit of share-based payment arrangements
|
2.3
|
|
|
0.4
|
|
||
|
Debt issuance and financing costs
|
(20.8
|
)
|
|
—
|
|
||
|
Purchase of treasury stock
|
(129.2
|
)
|
|
—
|
|
||
|
Net cash (used in) financing activities
|
(159.6
|
)
|
|
(3.6
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
0.2
|
|
|
(2.0
|
)
|
||
|
Net (decrease) in cash and cash equivalents for the period
|
(39.1
|
)
|
|
(123.7
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
420.7
|
|
|
440.7
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
381.6
|
|
|
$
|
317.0
|
|
|
|
July 3,
2014 |
|
December 31,
2013 |
||||
|
Trade receivables
(1)(2)(3)
|
$
|
722.4
|
|
|
$
|
544.2
|
|
|
Other
|
7.0
|
|
|
6.8
|
|
||
|
Less: allowance for doubtful accounts
|
(0.3
|
)
|
|
(0.2
|
)
|
||
|
Accounts receivable, net
|
$
|
729.1
|
|
|
$
|
550.8
|
|
|
|
|
(1)
|
Includes unbilled receivables of
$30.7
and
$33.5
at July 3, 2014 and December 31, 2013, respectively.
|
|
(2)
|
Includes
$135.1
held in retainage by a customer at July 3, 2014 and December 31, 2013.
|
|
(3)
|
Includes
$5.2
and
$24.6
of withheld payments by a customer pending completion of retrofit work at July 3, 2014 and December 31, 2013, respectively.
|
|
|
July 3,
2014
|
|
December 31,
2013
|
||||
|
Raw materials
|
$
|
259.9
|
|
|
$
|
240.2
|
|
|
Work-in-process
|
994.7
|
|
|
1,057.8
|
|
||
|
Finished goods
|
41.6
|
|
|
43.7
|
|
||
|
Product inventory
|
1,296.2
|
|
|
1,341.7
|
|
||
|
Capitalized pre-production
|
434.2
|
|
|
486.2
|
|
||
|
Deferred production
|
1,847.9
|
|
|
1,661.2
|
|
||
|
Forward loss provision
|
(1,702.9
|
)
|
|
(1,646.5
|
)
|
||
|
Total inventory, net
|
$
|
1,875.4
|
|
|
$
|
1,842.6
|
|
|
|
July 3, 2014
|
||||||||||||||||||||||
|
|
Product Inventory
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Inventory
|
|
Non-Recurring
|
|
Capitalized Pre-
Production
|
|
Deferred
Production
|
|
Forward Loss
Provision
(1) (2)
|
|
Total Inventory,
net July 3, 2014
|
||||||||||||
|
B747
(3)
|
$
|
92.2
|
|
|
$
|
0.1
|
|
|
$
|
2.6
|
|
|
$
|
(1.5
|
)
|
|
$
|
(33.9
|
)
|
|
$
|
59.5
|
|
|
B787
|
224.5
|
|
|
0.2
|
|
|
128.0
|
|
|
567.2
|
|
|
(606.0
|
)
|
|
313.9
|
|
||||||
|
Boeing - All other platforms
(4)
|
388.7
|
|
|
4.0
|
|
|
6.6
|
|
|
(33.6
|
)
|
|
(17.3
|
)
|
|
348.4
|
|
||||||
|
A350
|
180.4
|
|
|
42.7
|
|
|
76.8
|
|
|
535.2
|
|
|
(121.0
|
)
|
|
714.1
|
|
||||||
|
Airbus - All other platforms
|
91.6
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|
—
|
|
|
104.1
|
|
||||||
|
G280
(5)
|
51.1
|
|
|
—
|
|
|
4.5
|
|
|
279.4
|
|
|
(335.0
|
)
|
|
—
|
|
||||||
|
G650
|
93.3
|
|
|
—
|
|
|
175.8
|
|
|
411.3
|
|
|
(450.8
|
)
|
|
229.6
|
|
||||||
|
Rolls-Royce
(6)
|
24.5
|
|
|
—
|
|
|
39.9
|
|
|
74.5
|
|
|
(138.9
|
)
|
|
—
|
|
||||||
|
Sikorsky
|
—
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
||||||
|
Bombardier C-Series
|
6.4
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
9.3
|
|
||||||
|
Aftermarket
|
40.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.3
|
|
||||||
|
Other platforms
(7)
|
46.1
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.0
|
|
||||||
|
Total
|
$
|
1,239.1
|
|
|
$
|
57.1
|
|
|
$
|
434.2
|
|
|
$
|
1,847.9
|
|
|
$
|
(1,702.9
|
)
|
|
$
|
1,875.4
|
|
|
|
December 31, 2013
|
||||||||||||||||||||||
|
|
Product Inventory
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Inventory
|
|
Non-Recurring
|
|
Capitalized Pre-
Production
|
|
Deferred
Production
|
|
Forward Loss
Provision
(1) (2)
|
|
Total Inventory,
net December 31,
2013
|
||||||||||||
|
B747
(3)
|
$
|
96.4
|
|
|
$
|
0.1
|
|
|
$
|
4.4
|
|
|
$
|
1.0
|
|
|
$
|
(37.2
|
)
|
|
$
|
64.7
|
|
|
B787
|
263.9
|
|
|
14.7
|
|
|
158.2
|
|
|
597.3
|
|
|
(606.0
|
)
|
|
428.1
|
|
||||||
|
Boeing - All other platforms
(4)
|
421.4
|
|
|
11.5
|
|
|
7.0
|
|
|
(21.7
|
)
|
|
(18.6
|
)
|
|
399.6
|
|
||||||
|
A350
|
166.7
|
|
|
42.5
|
|
|
76.5
|
|
|
388.8
|
|
|
(120.8
|
)
|
|
553.7
|
|
||||||
|
Airbus - All other platforms
|
83.2
|
|
|
—
|
|
|
—
|
|
|
18.8
|
|
|
—
|
|
|
102.0
|
|
||||||
|
G280
(5)
|
46.9
|
|
|
—
|
|
|
4.9
|
|
|
233.7
|
|
|
(285.5
|
)
|
|
—
|
|
||||||
|
G650
|
59.2
|
|
|
—
|
|
|
192.7
|
|
|
373.3
|
|
|
(450.8
|
)
|
|
174.4
|
|
||||||
|
Rolls-Royce
(6)
|
15.8
|
|
|
—
|
|
|
42.5
|
|
|
69.3
|
|
|
(127.6
|
)
|
|
—
|
|
||||||
|
Sikorsky
|
—
|
|
|
5.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
||||||
|
Bombardier C-Series
|
9.1
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
9.8
|
|
||||||
|
Aftermarket
|
37.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37.0
|
|
||||||
|
Other platforms
(7)
|
67.1
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67.9
|
|
||||||
|
Total
|
$
|
1,266.7
|
|
|
$
|
75.0
|
|
|
$
|
486.2
|
|
|
$
|
1,661.2
|
|
|
$
|
(1,646.5
|
)
|
|
$
|
1,842.6
|
|
|
|
|
(1)
|
Forward loss charges taken since January 1, 2012 on blocks that have not closed.
|
|
(2)
|
Forward loss charges taken through December 31, 2011 were reflected within capitalized pre-production and inventory for the respective programs and are therefore not reflected as part of the Forward Loss Provision figure presented. The cumulative forward loss charges, net of contract liabilities, reflected within capitalized pre-production and inventory were
$3.0
,
$177.6
and
$29.0
for the A350 XWB, G280 and Sikorsky programs, respectively.
|
|
(3)
|
Forward loss charges recorded in prior periods on the fuselage portion of the B747 program exceeded the total inventory balance for the fuselage portion of the program. The excess of charge over program inventory is classified as a contract liability and reported in other current liabilities. The total contract liability was
$7.2
and
$3.9
as of July 3, 2014 and December 31, 2013, respectively.
|
|
(4)
|
Forward loss charges recorded in prior periods on the propulsion portion of the B767 program exceeded the inventory balance for the propulsion portion of the program. The excess of charge over program inventory is classified as a contract liability and reported in other current liabilities. The total contract liability was
$7.1
and
$5.8
as of July 3, 2014 and December 31, 2013, respectively.
|
|
(5)
|
Forward loss charges recorded in prior periods on the G280 program exceeded the total inventory balance. The excess of charge over program inventory is classified as a contract liability and reported in other current liabilities. The total contract liability was
$25.0
and
$74.2
as of July 3, 2014 and December 31, 2013, respectively.
|
|
(6)
|
Forward loss charges recorded in prior periods on the Rolls-Royce BR725 program exceeded the total inventory balance. The excess of the charge over program inventory is classified as a contract liability and reported in other current liabilities. The total contract liability was
$25.4
and
$36.7
as of July 3, 2014 and December 31, 2013, respectively.
|
|
(7)
|
Includes over-applied and under-applied overhead.
|
|
Balance, December 31, 2013
|
$
|
486.2
|
|
|
Charges to costs and expenses
|
(53.4
|
)
|
|
|
Capitalized costs
|
1.4
|
|
|
|
Balance, July 3, 2014
|
$
|
434.2
|
|
|
Balance, December 31, 2013
|
$
|
1,661.2
|
|
|
Charges to costs and expenses
|
(197.3
|
)
|
|
|
Capitalized costs
|
376.8
|
|
|
|
Exchange rate
|
7.2
|
|
|
|
Balance, July 3, 2014
|
$
|
1,847.9
|
|
|
Model
|
|
Contract Block
Quantity
|
|
Orders
(1)
|
||
|
B787
|
|
500
|
|
|
869
|
|
|
A350 XWB
|
|
400
|
|
|
742
|
|
|
G280
|
|
250
|
|
|
144
|
|
|
G650
|
|
350
|
|
|
160
|
|
|
Rolls-Royce
|
|
350
|
|
|
135
|
|
|
|
|
(1)
|
Orders are from the published firm-order backlogs of Airbus and Boeing. For all other programs, orders represent purchase orders received from OEMs and are not reflective of OEM sales backlog. Orders reported are total block orders, including delivered units.
|
|
Model
|
|
Current Block
Deliveries
|
|
|
B787
|
|
228
|
|
|
A350 XWB
|
|
18
|
|
|
Business/Regional Jets
|
|
284
|
|
|
|
July 3,
2014
|
|
December 31,
2013
|
||||
|
Land
|
$
|
18.4
|
|
|
$
|
17.9
|
|
|
Buildings (including improvements)
|
583.8
|
|
|
566.0
|
|
||
|
Machinery and equipment
|
1,126.5
|
|
|
1,084.0
|
|
||
|
Tooling
|
814.8
|
|
|
801.6
|
|
||
|
Capitalized software
|
199.8
|
|
|
172.2
|
|
||
|
Construction-in-progress
|
100.9
|
|
|
130.2
|
|
||
|
Total
|
2,844.2
|
|
|
2,771.9
|
|
||
|
Less: accumulated depreciation
|
(1,051.2
|
)
|
|
(968.6
|
)
|
||
|
Property, plant and equipment, net
|
$
|
1,793.0
|
|
|
$
|
1,803.3
|
|
|
|
July 3,
2014
|
|
December 31,
2013
|
||||
|
Intangible assets
|
|
|
|
|
|
||
|
Patents
|
$
|
1.9
|
|
|
$
|
1.9
|
|
|
Favorable leasehold interests
|
6.3
|
|
|
6.3
|
|
||
|
Customer relationships
|
29.7
|
|
|
28.7
|
|
||
|
Total intangible assets
|
37.9
|
|
|
36.9
|
|
||
|
Less: Accumulated amortization - patents
|
(1.4
|
)
|
|
(1.3
|
)
|
||
|
Accumulated amortization - favorable leasehold interest
|
(3.3
|
)
|
|
(3.1
|
)
|
||
|
Accumulated amortization - customer relationships
|
(29.7
|
)
|
|
(27.8
|
)
|
||
|
Intangible assets, net
|
3.5
|
|
|
4.7
|
|
||
|
Deferred financing
|
|
|
|
|
|
||
|
Deferred financing costs
|
101.2
|
|
|
80.5
|
|
||
|
Less: Accumulated amortization - deferred financing costs
(1)
|
(74.9
|
)
|
|
(56.3
|
)
|
||
|
Deferred financing costs, net
|
26.3
|
|
|
24.2
|
|
||
|
Other
|
|
|
|
|
|
||
|
Goodwill - Europe
|
3.2
|
|
|
3.0
|
|
||
|
Equity in net assets of affiliates
|
1.9
|
|
|
1.4
|
|
||
|
Customer supply agreement
(2)
|
37.2
|
|
|
37.6
|
|
||
|
Other
|
48.5
|
|
|
36.2
|
|
||
|
Total
|
$
|
120.6
|
|
|
$
|
107.1
|
|
|
|
|
(1)
|
Includes charges related to debt extinguishment.
|
|
(2)
|
Under an agreement with our customer Airbus, certain payments accounted for as consideration given by the Company to Airbus are being amortized as a reduction to net revenues.
|
|
|
July 3,
2014
|
|
December 31,
2013
|
||||
|
B737
|
$
|
17.5
|
|
|
$
|
18.7
|
|
|
B787
|
578.9
|
|
|
600.2
|
|
||
|
A350 XWB
|
235.2
|
|
|
243.9
|
|
||
|
Airbus — All other platforms
|
5.6
|
|
|
7.3
|
|
||
|
Gulfstream
|
19.1
|
|
|
22.0
|
|
||
|
Other
|
21.9
|
|
|
21.0
|
|
||
|
Total advance payments and deferred revenue/credits
|
$
|
878.2
|
|
|
$
|
913.1
|
|
|
Balance, December 31, 2013
|
$
|
116.8
|
|
|
Grant liability amortized
|
(0.7
|
)
|
|
|
Grant income recognized
|
(3.3
|
)
|
|
|
Exchange rate
|
1.2
|
|
|
|
Total asset value related to deferred grant income, July 3, 2014
|
$
|
114.0
|
|
|
Balance, December 31, 2013
|
$
|
120.3
|
|
|
Amortization
|
(2.6
|
)
|
|
|
Exchange rate
|
1.2
|
|
|
|
Total asset value related to deferred grant income, July 3, 2014
|
$
|
118.9
|
|
|
Level 1
|
Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market.
|
|
|
Fair Value Measurements
|
||||||||||||||||||||||
|
|
July 3, 2014
|
|
At July 3, 2014 using
|
||||||||||||||||||||
|
Description
|
Total Carrying
Amount in
Balance Sheet
|
|
Assets
Measured at
Fair Value
|
|
Liabilities
Measured at Fair
Value
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||
|
Money Market Fund
|
$
|
208.4
|
|
|
$
|
208.4
|
|
|
$
|
—
|
|
|
$
|
208.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest Rate Swaps
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
|
Fair Value Measurements
|
||||||||||||||||||||||
|
|
December 31, 2013
|
|
At December 31, 2013 using
|
||||||||||||||||||||
|
Description
|
Total Carrying
Amount in
Balance Sheet
|
|
Assets
Measured at
Fair Value
|
|
Liabilities
Measured at Fair
Value
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||
|
Money Market Fund
|
$
|
293.3
|
|
|
$
|
293.3
|
|
|
$
|
—
|
|
|
$
|
293.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest Rate Swaps
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
|
July 3, 2014
|
|
December 31, 2013
|
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
||||||||
|
Senior secured term loan (including current portion)
|
$
|
537.1
|
|
|
$
|
536.5
|
|
(1)
|
$
|
538.2
|
|
|
$
|
541.9
|
|
(1)
|
|
Senior unsecured notes due 2017
|
—
|
|
|
—
|
|
(1)
|
296.4
|
|
|
309.0
|
|
(1)
|
||||
|
Senior unsecured notes due 2020
|
300.0
|
|
|
323.4
|
|
(1)
|
300.0
|
|
|
323.4
|
|
(1)
|
||||
|
Senior unsecured notes due 2022
|
299.4
|
|
|
305.4
|
|
(1)
|
—
|
|
|
—
|
|
(1)
|
||||
|
Malaysian loan
|
8.7
|
|
|
7.4
|
|
(2)
|
10.0
|
|
|
8.5
|
|
(2)
|
||||
|
Total
|
$
|
1,145.2
|
|
|
$
|
1,172.7
|
|
|
$
|
1,144.6
|
|
|
$
|
1,182.8
|
|
|
|
|
|
(1)
|
Level 1 Fair Value hierarchy
|
|
(2)
|
Level 2 Fair Value hierarchy
|
|
|
|
|
|
|
|
|
|
Effective
|
|
Fair Value,
|
|||||
|
Notional Amount
|
|
Expires
|
|
Variable Rate
|
|
Fixed Rate
(1)
|
|
Fixed Rate
(2)
|
|
July 3, 2014
|
|||||
|
$
|
225.0
|
|
|
July 2014
|
|
1 Month LIBOR
|
|
1.37
|
%
|
|
N/A
|
|
$
|
(0.1
|
)
|
|
|
|
(1)
|
The fixed rate represents the rate at which interest is paid by the Company pursuant to the terms of its interest rate swap agreement.
|
|
(2)
|
As of July 3, 2014, the interest rate swap is no longer effective and therefore the effective fixed rate is not applicable.
|
|
|
Other Liability Derivatives
|
||||||
|
|
July 3, 2014
|
|
December 31, 2013
|
||||
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
||
|
Interest rate swaps
|
|
|
|
|
|
||
|
Current
|
$
|
0.1
|
|
|
$
|
1.4
|
|
|
Total derivatives designated as hedging instruments
|
0.1
|
|
|
1.4
|
|
||
|
Total derivatives
|
$
|
0.1
|
|
|
$
|
1.4
|
|
|
|
July 3, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
||||||||
|
Government and Corporate Debt
Securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Amortized cost
|
$
|
0.7
|
|
|
$
|
2.8
|
|
|
$
|
0.5
|
|
|
$
|
3.1
|
|
|
Unrealized gains
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
|
Unrealized losses
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
|
Fair value
|
$
|
0.7
|
|
|
$
|
2.8
|
|
|
$
|
0.5
|
|
|
$
|
3.1
|
|
|
|
Amortized
Cost
|
|
Approximate
Fair Value
|
||||
|
Within One Year
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
One to Five Years
|
0.9
|
|
|
0.9
|
|
||
|
Five to Ten Years
|
—
|
|
|
—
|
|
||
|
After Ten Years
|
1.9
|
|
|
1.9
|
|
||
|
Total
|
$
|
3.5
|
|
|
$
|
3.5
|
|
|
|
July 3, 2014
|
|
December 31, 2013
|
||||||||||
|
|
Current
|
Noncurrent
|
|
Current
|
Noncurrent
|
||||||||
|
Senior secured term loan
|
$
|
5.5
|
|
$
|
531.6
|
|
|
$
|
5.5
|
|
$
|
532.7
|
|
|
Senior notes due 2017
|
—
|
|
—
|
|
|
—
|
|
296.4
|
|
||||
|
Senior notes due 2020
|
—
|
|
300.0
|
|
|
—
|
|
300.0
|
|
||||
|
Senior notes due 2022
|
—
|
|
299.4
|
|
|
—
|
|
—
|
|
||||
|
Malaysian term loan
|
3.2
|
|
5.5
|
|
|
3.0
|
|
7.0
|
|
||||
|
Present value of capital lease obligations
|
1.1
|
|
13.7
|
|
|
1.1
|
|
14.2
|
|
||||
|
Other
|
0.1
|
|
0.2
|
|
|
7.2
|
|
0.2
|
|
||||
|
Total
|
$
|
9.9
|
|
$
|
1,150.4
|
|
|
$
|
16.8
|
|
$
|
1,150.5
|
|
|
|
|
Defined Benefit Plans
|
||||||||||||||
|
|
|
For the Three
Months Ended
|
|
For the Six
Months Ended
|
||||||||||||
|
Components of Net Periodic Pension
Income
|
|
July 3,
2014 |
|
June 27,
2013 |
|
July 3,
2014 |
|
June 27,
2013 |
||||||||
|
Service cost
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
3.8
|
|
|
Interest cost
|
|
11.9
|
|
|
11.3
|
|
|
24.8
|
|
|
23.0
|
|
||||
|
Expected return on plan assets
|
|
(18.7
|
)
|
|
(21.0
|
)
|
|
(41.0
|
)
|
|
(42.3
|
)
|
||||
|
Amortization of net loss
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
5.9
|
|
||||
|
Net periodic pension income
|
|
$
|
(6.8
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(16.2
|
)
|
|
$
|
(9.6
|
)
|
|
|
|
Other Benefits
|
||||||||||||||
|
|
|
For the Three
Months Ended
|
|
For the Six
Months Ended
|
||||||||||||
|
Components of Other Benefit Expense
|
|
July 3,
2014 |
|
June 27,
2013 |
|
July 3,
2014 |
|
June 27,
2013 |
||||||||
|
Service cost
|
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
$
|
1.1
|
|
|
$
|
1.3
|
|
|
Interest cost
|
|
0.7
|
|
|
0.5
|
|
|
1.4
|
|
|
1.1
|
|
||||
|
Special termination benefits
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||
|
Net periodic other benefit expense
|
|
$
|
2.0
|
|
|
$
|
1.1
|
|
|
$
|
3.4
|
|
|
$
|
2.4
|
|
|
•
|
75%
of the LTIA is service-based restricted stock that will vest in equal installments over a
three
-year period.
|
|
•
|
25%
of the LTIA is market-based restricted stock that will vest in the third year contingent upon total shareholder return (TSR) compared to the Company’s peers.
|
|
|
For the Three Months Ended
|
||||||||||||||||||||
|
|
July 3, 2014
|
|
June 27, 2013
|
||||||||||||||||||
|
|
Income
|
|
Shares
|
|
Per Share
Amount
|
|
Income
|
|
Shares
|
|
Per Share
Amount
|
||||||||||
|
Basic EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income available to common shareholders
|
$
|
142.6
|
|
|
140.8
|
|
|
$
|
1.01
|
|
|
$
|
(207.3
|
)
|
|
141.3
|
|
|
$
|
(1.47
|
)
|
|
Income allocated to participating securities
|
0.8
|
|
|
0.8
|
|
|
|
|
|
(2.1
|
)
|
|
1.4
|
|
|
|
|
||||
|
Net income (loss)
|
$
|
143.4
|
|
|
|
|
|
|
|
|
$
|
(209.4
|
)
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Diluted potential common shares
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
||||
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net income (loss)
|
$
|
143.4
|
|
|
142.4
|
|
|
$
|
1.01
|
|
|
$
|
(209.4
|
)
|
|
141.3
|
|
|
$
|
(1.47
|
)
|
|
|
For the Six Months Ended
|
||||||||||||||||||||
|
|
July 3, 2014
|
|
June 27, 2013
|
||||||||||||||||||
|
|
Income
|
|
Shares
|
|
Per Share
Amount
|
|
Income
|
|
Shares
|
|
Per Share
Amount
|
||||||||||
|
Basic EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income available to common shareholders
|
$
|
295.0
|
|
|
141.2
|
|
|
$
|
2.09
|
|
|
$
|
(126.9
|
)
|
|
141.1
|
|
|
$
|
(0.90
|
)
|
|
Income allocated to participating securities
|
2.0
|
|
|
1.0
|
|
|
|
|
(1.3
|
)
|
|
1.5
|
|
|
|
|
|||||
|
Net income (loss)
|
$
|
297.0
|
|
|
|
|
|
|
|
|
$
|
(128.2
|
)
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Diluted potential common shares
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
||||
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net income (loss)
|
$
|
297.0
|
|
|
143.2
|
|
|
$
|
2.07
|
|
|
$
|
(128.2
|
)
|
|
141.1
|
|
|
$
|
(0.90
|
)
|
|
|
For the Six Months Ended
|
|
For the Twelve Months Ended
|
||||
|
|
July 3, 2014
|
|
December 31, 2013
|
||||
|
Pension
|
$
|
(52.7
|
)
|
|
$
|
(52.7
|
)
|
|
SERP/Retiree medical
|
3.1
|
|
|
3.1
|
|
||
|
Foreign currency impact on long term intercompany loan
|
(0.7
|
)
|
|
(2.2
|
)
|
||
|
Currency translation adjustment
|
5.9
|
|
|
(2.8
|
)
|
||
|
Total accumulated other comprehensive (loss)
|
$
|
(44.4
|
)
|
|
$
|
(54.6
|
)
|
|
Balance, December 31, 2013
|
$
|
68.7
|
|
|
Charges to costs and expenses
|
22.8
|
|
|
|
Exchange rate
|
0.1
|
|
|
|
Balance, July 3, 2014
|
$
|
91.6
|
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
|
July 3,
2014 |
|
June 27,
2013 |
|
July 3,
2014 |
|
June 27,
2013 |
||||||||
|
KDFA bond
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
1.8
|
|
|
$
|
1.7
|
|
|
Rental and miscellaneous income
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
|
Foreign currency gains (loss)
|
4.9
|
|
|
0.5
|
|
|
5.1
|
|
|
(10.4
|
)
|
||||
|
Total
|
$
|
5.8
|
|
|
$
|
1.3
|
|
|
$
|
7.0
|
|
|
$
|
(8.6
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
July 3,
2014 |
|
June 27,
2013 |
|
July 3,
2014 |
|
June 27,
2013 |
||||||||
|
Segment Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Fuselage Systems
|
$
|
905.0
|
|
|
$
|
732.1
|
|
|
$
|
1,763.3
|
|
|
$
|
1,450.0
|
|
|
Propulsion Systems
|
460.5
|
|
|
418.6
|
|
|
910.7
|
|
|
793.9
|
|
||||
|
Wing Systems
|
438.3
|
|
|
368.6
|
|
|
852.5
|
|
|
711.9
|
|
||||
|
All Other
|
(0.5
|
)
|
|
1.4
|
|
|
5.3
|
|
|
7.1
|
|
||||
|
|
$
|
1,803.3
|
|
|
$
|
1,520.7
|
|
|
$
|
3,531.8
|
|
|
$
|
2,962.9
|
|
|
Segment Operating Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Fuselage Systems
(1)
|
$
|
132.2
|
|
|
$
|
155.0
|
|
|
$
|
274.2
|
|
|
$
|
281.4
|
|
|
Propulsion Systems
(2)
|
86.2
|
|
|
85.0
|
|
|
166.4
|
|
|
153.4
|
|
||||
|
Wing Systems
(3)
|
71.0
|
|
|
(402.3
|
)
|
|
121.0
|
|
|
(381.8
|
)
|
||||
|
All Other
|
0.2
|
|
|
1.8
|
|
|
0.3
|
|
|
3.4
|
|
||||
|
|
289.6
|
|
|
(160.5
|
)
|
|
561.9
|
|
|
56.4
|
|
||||
|
Corporate SG&A
(4)
|
(54.4
|
)
|
|
(54.1
|
)
|
|
(114.9
|
)
|
|
(98.4
|
)
|
||||
|
Impact from severe weather event
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
(15.1
|
)
|
||||
|
Research and development
(5)
|
(6.8
|
)
|
|
(8.6
|
)
|
|
(13.1
|
)
|
|
(16.1
|
)
|
||||
|
Unallocated cost of sales
(6)
|
(12.2
|
)
|
|
(9.0
|
)
|
|
(23.3
|
)
|
|
(20.8
|
)
|
||||
|
Total operating income (loss)
|
$
|
216.2
|
|
|
$
|
(238.5
|
)
|
|
$
|
410.6
|
|
|
$
|
(94.0
|
)
|
|
|
|
(1)
|
For the six months ended July 3, 2014, net of
$0.9
forward loss charge recorded on the Bell V280 helicopter program. Also includes favorable cumulative catch-up adjustments of
$2.7
and
$8.6
for the three and six months ended July 3, 2014, respectively. Inclusive of
$5.0
forward loss charge recorded for B747-8 for the second quarter of 2013 and
$27.8
and
$32.5
favorable cumulative catch-up adjustments related to the three and six months ended June 27, 2013, respectively.
|
|
(2)
|
Includes favorable cumulative catch-up adjustments of
$5.0
and
$8.3
for the three and six months ended July 3, 2014, respectively. Inclusive of
$4.0
forward loss charge and
$8.4
reduction of forward loss charge due to change in estimate recorded for the B767 and Rolls-Royce BR725 programs, respectively, for the second quarter of 2013 and
$11.5
and
$18.7
favorable cumulative catch-up adjustments for the three and six months ended June 27, 2013, respectively.
|
|
(3)
|
For the six months ended July 3, 2014, net of
$0.3
forward loss charge recorded on the G280 wing program. Also includes favorable cumulative catch-up adjustments of
$11.7
and
$13.3
for the three and six months ended July 3, 2014, respectively. Inclusive of $
22.0
and
$37.3
forward loss charge recorded for the B787 wing program for the three and six months ended June 27, 2013, respectively; $
191.5
forward loss charge for the second quarter of 2013 for the G280 program; and
$234.2
forward loss charge recorded in the second quarter of 2013 for the G650 program. Also includes
$1.3
and
$0.5
favorable cumulative catch-up adjustments related to the three and six months ended June 27, 2013, respectively.
|
|
(4)
|
For the three months ended June 27, 2013, corporate SG&A of
$1.8
,
$0.9
and
$1.2
was reclassified from segment operating income for the Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation. For the six months ended June 27, 2013, corporate SG&A of
$4.1
,
$2.1
and
$2.4
was reclassified from segment operating income for Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation.
|
|
(5)
|
For the three months ended June 27, 2013, research and development of
$3.2
,
$2.5
and
$0.9
was reclassified from segment operating income for Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation. For the six months ended June 27, 2013, research and development of
$5.9
,
$4.4
and
$2.0
was reclassified from segment operating income for Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation.
|
|
(6)
|
Includes
$11.6
and
$22.6
of warranty reserve for the three and six month periods ended July 3, 2014, respectively. Includes
$9.2
and
$19.2
of warranty reserve and
$(0.2)
and
$1.6
related to early retirement incentives for the three and six month periods ended June 27, 2013, respectively.
|
|
(i)
|
Holdings, as the parent company;
|
|
(ii)
|
Spirit, as the subsidiary issuer of the 2017 Notes, the 2020 Notes, and the 2022 Notes;
|
|
(iii)
|
The Subsidiary Guarantors, on a combined basis, as guarantors of the 2017 Notes, the 2020 Notes, and the 2022 Notes;
|
|
(iv)
|
The Company’s subsidiaries, other than the Subsidiary Guarantors, which are not guarantors of the 2017 Notes, the 2020 Notes, and the 2022 Notes (the “Subsidiary Non-Guarantors”), on a combined basis;
|
|
(v)
|
Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Holdings, the Subsidiary Guarantors and the Subsidiary Non-Guarantors, (b) eliminate the investments in the Company’s subsidiaries and (c) record consolidating entries; and
|
|
(vi)
|
Holdings and its subsidiaries on a consolidated basis.
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
|
Net revenues
|
$
|
—
|
|
|
$
|
1,660.5
|
|
|
$
|
100.0
|
|
|
$
|
209.7
|
|
|
$
|
(166.9
|
)
|
|
$
|
1,803.3
|
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Cost of sales
|
—
|
|
|
1,421.0
|
|
|
97.2
|
|
|
174.6
|
|
|
(166.9
|
)
|
|
1,525.9
|
|
||||||
|
Selling, general and administrative
|
(0.4
|
)
|
|
49.6
|
|
|
0.8
|
|
|
4.4
|
|
|
—
|
|
|
54.4
|
|
||||||
|
Research and development
|
—
|
|
|
6.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
||||||
|
Total operating costs and expenses
|
(0.4
|
)
|
|
1,477.4
|
|
|
98.0
|
|
|
179.0
|
|
|
(166.9
|
)
|
|
1,587.1
|
|
||||||
|
Operating income
|
0.4
|
|
|
183.1
|
|
|
2.0
|
|
|
30.7
|
|
|
—
|
|
|
216.2
|
|
||||||
|
Interest expense and financing fee amortization
|
—
|
|
|
(20.6
|
)
|
|
—
|
|
|
(2.7
|
)
|
|
2.5
|
|
|
(20.8
|
)
|
||||||
|
Interest income
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
0.1
|
|
||||||
|
Other income, net
|
—
|
|
|
0.8
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
5.8
|
|
||||||
|
Income before income taxes and equity in net income (loss) of affiliate and subsidiaries
|
0.4
|
|
|
165.9
|
|
|
2.0
|
|
|
33.0
|
|
|
—
|
|
|
201.3
|
|
||||||
|
Income tax benefit (provision) benefit
|
0.3
|
|
|
(51.2
|
)
|
|
(0.8
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
(58.1
|
)
|
||||||
|
Income before equity in net income (loss) of affiliate and subsidiaries
|
0.7
|
|
|
114.7
|
|
|
1.2
|
|
|
26.6
|
|
|
—
|
|
|
143.2
|
|
||||||
|
Equity in net income (loss) of affiliate
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
0.2
|
|
||||||
|
Equity in net income (loss) of subsidiaries
|
142.5
|
|
|
27.8
|
|
|
—
|
|
|
—
|
|
|
(170.3
|
)
|
|
—
|
|
||||||
|
Net income (loss)
|
143.4
|
|
|
142.5
|
|
|
1.2
|
|
|
26.8
|
|
|
(170.5
|
)
|
|
143.4
|
|
||||||
|
Other comprehensive income (loss)
|
10.0
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|
(10.0
|
)
|
|
10.0
|
|
||||||
|
Comprehensive income (loss)
|
$
|
153.4
|
|
|
$
|
142.5
|
|
|
$
|
1.2
|
|
|
$
|
36.8
|
|
|
$
|
(180.5
|
)
|
|
$
|
153.4
|
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
|
Net revenues
|
$
|
—
|
|
|
$
|
1,378.5
|
|
|
$
|
42.6
|
|
|
$
|
181.3
|
|
|
$
|
(81.7
|
)
|
|
$
|
1,520.7
|
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Cost of sales
|
—
|
|
|
1,577.5
|
|
|
35.8
|
|
|
158.6
|
|
|
(81.7
|
)
|
|
1,690.2
|
|
||||||
|
Selling, general and administrative
|
0.1
|
|
|
48.2
|
|
|
0.6
|
|
|
5.2
|
|
|
—
|
|
|
54.1
|
|
||||||
|
Impact from severe weather event
|
—
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
||||||
|
Research and development
|
—
|
|
|
8.2
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
8.6
|
|
||||||
|
Total operating costs and expenses
|
0.1
|
|
|
1,640.2
|
|
|
36.5
|
|
|
164.1
|
|
|
(81.7
|
)
|
|
1,759.2
|
|
||||||
|
Operating (loss) income
|
(0.1
|
)
|
|
(261.7
|
)
|
|
6.1
|
|
|
17.2
|
|
|
—
|
|
|
(238.5
|
)
|
||||||
|
Interest expense and financing fee amortization
|
—
|
|
|
(17.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|
2.7
|
|
|
(17.3
|
)
|
||||||
|
Interest income
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
||||||
|
Other income (expense), net
|
—
|
|
|
0.9
|
|
|
(0.1
|
)
|
|
0.5
|
|
|
—
|
|
|
1.3
|
|
||||||
|
(Loss) income before income taxes and equity in net (loss) income of affiliate and subsidiaries
|
(0.1
|
)
|
|
(275.1
|
)
|
|
6.0
|
|
|
14.7
|
|
|
—
|
|
|
(254.5
|
)
|
||||||
|
Income tax (provision) benefit
|
(0.1
|
)
|
|
49.5
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|
—
|
|
|
45.0
|
|
||||||
|
(Loss) income before equity in net (loss) income of affiliate and subsidiaries
|
(0.2
|
)
|
|
(225.6
|
)
|
|
3.8
|
|
|
12.5
|
|
|
—
|
|
|
(209.5
|
)
|
||||||
|
Equity in net (loss) income of affiliate
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||||
|
Equity in net (loss) income of subsidiaries
|
(209.3
|
)
|
|
16.4
|
|
|
—
|
|
|
—
|
|
|
192.9
|
|
|
—
|
|
||||||
|
Net (loss) income
|
(209.4
|
)
|
|
(209.2
|
)
|
|
3.8
|
|
|
12.6
|
|
|
192.8
|
|
|
(209.4
|
)
|
||||||
|
Other comprehensive income (loss)
|
0.8
|
|
|
0.2
|
|
|
—
|
|
|
0.8
|
|
|
(1.0
|
)
|
|
0.8
|
|
||||||
|
Comprehensive (loss) income
|
$
|
(208.6
|
)
|
|
$
|
(209.0
|
)
|
|
$
|
3.8
|
|
|
$
|
13.4
|
|
|
$
|
191.8
|
|
|
$
|
(208.6
|
)
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
|
Net revenues
|
$
|
—
|
|
|
$
|
3,274.1
|
|
|
$
|
187.0
|
|
|
$
|
415.5
|
|
|
$
|
(344.8
|
)
|
|
$
|
3,531.8
|
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Cost of sales
|
—
|
|
|
2,798.8
|
|
|
182.1
|
|
|
357.1
|
|
|
(344.8
|
)
|
|
2,993.2
|
|
||||||
|
Selling, general and administrative
|
1.1
|
|
|
103.5
|
|
|
1.4
|
|
|
8.9
|
|
|
—
|
|
|
114.9
|
|
||||||
|
Research and development
|
—
|
|
|
12.5
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
13.1
|
|
||||||
|
Total operating costs and expenses
|
1.1
|
|
|
2,914.8
|
|
|
183.5
|
|
|
366.6
|
|
|
(344.8
|
)
|
|
3,121.2
|
|
||||||
|
Operating (loss) income
|
(1.1
|
)
|
|
359.3
|
|
|
3.5
|
|
|
48.9
|
|
|
—
|
|
|
410.6
|
|
||||||
|
Interest expense and financing fee amortization
|
—
|
|
|
(55.8
|
)
|
|
—
|
|
|
(5.5
|
)
|
|
5.1
|
|
|
(56.2
|
)
|
||||||
|
Interest income
|
—
|
|
|
5.2
|
|
|
—
|
|
|
0.1
|
|
|
(5.1
|
)
|
|
0.2
|
|
||||||
|
Other income, net
|
—
|
|
|
1.7
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
7.0
|
|
||||||
|
(Loss) income before income taxes and equity in net (loss) income of affiliates and subsidiaries
|
(1.1
|
)
|
|
310.4
|
|
|
3.5
|
|
|
48.8
|
|
|
—
|
|
|
361.6
|
|
||||||
|
Income tax benefit (provision) benefit
|
0.2
|
|
|
(67.8
|
)
|
|
(1.3
|
)
|
|
3.9
|
|
|
—
|
|
|
(65.0
|
)
|
||||||
|
(Loss) income before equity in net (loss) income of affiliates and subsidiaries
|
(0.9
|
)
|
|
242.6
|
|
|
2.2
|
|
|
52.7
|
|
|
—
|
|
|
296.6
|
|
||||||
|
Equity in net (loss) income of affiliates
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
0.4
|
|
||||||
|
Equity in net (loss) income of subsidiaries
|
297.5
|
|
|
54.8
|
|
|
—
|
|
|
—
|
|
|
(352.3
|
)
|
|
—
|
|
||||||
|
Net (loss) income
|
297.0
|
|
|
297.4
|
|
|
2.2
|
|
|
53.1
|
|
|
(352.7
|
)
|
|
297.0
|
|
||||||
|
Other comprehensive (loss) income
|
10.2
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|
(10.2
|
)
|
|
10.2
|
|
||||||
|
Comprehensive (loss) income
|
$
|
307.2
|
|
|
$
|
297.4
|
|
|
$
|
2.2
|
|
|
$
|
63.3
|
|
|
$
|
(362.9
|
)
|
|
$
|
307.2
|
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
|
Net revenues
|
$
|
—
|
|
|
$
|
2,690.6
|
|
|
$
|
91.1
|
|
|
$
|
347.0
|
|
|
$
|
(165.8
|
)
|
|
$
|
2,962.9
|
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Cost of sales
|
—
|
|
|
2,703.3
|
|
|
81.0
|
|
|
308.8
|
|
|
(165.8
|
)
|
|
2,927.3
|
|
||||||
|
Selling, general and administrative
|
1.1
|
|
|
85.7
|
|
|
1.5
|
|
|
10.1
|
|
|
—
|
|
|
98.4
|
|
||||||
|
Impact from severe weather event
|
—
|
|
|
15.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.1
|
|
||||||
|
Research and development
|
—
|
|
|
15.2
|
|
|
0.1
|
|
|
0.8
|
|
|
—
|
|
|
16.1
|
|
||||||
|
Total operating costs and expenses
|
1.1
|
|
|
2,819.3
|
|
|
82.6
|
|
|
319.7
|
|
|
(165.8
|
)
|
|
3,056.9
|
|
||||||
|
Operating (loss) income
|
(1.1
|
)
|
|
(128.7
|
)
|
|
8.5
|
|
|
27.3
|
|
|
—
|
|
|
(94.0
|
)
|
||||||
|
Interest expense and financing fee amortization
|
—
|
|
|
(34.4
|
)
|
|
—
|
|
|
(5.6
|
)
|
|
5.1
|
|
|
(34.9
|
)
|
||||||
|
Interest income
|
—
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
|
0.1
|
|
||||||
|
Other income (expense), net
|
—
|
|
|
1.7
|
|
|
—
|
|
|
(10.3
|
)
|
|
—
|
|
|
(8.6
|
)
|
||||||
|
(Loss) income before income taxes and equity in net (loss) income of affiliates and subsidiaries
|
(1.1
|
)
|
|
(156.2
|
)
|
|
8.5
|
|
|
11.4
|
|
|
—
|
|
|
(137.4
|
)
|
||||||
|
Income tax (provision) benefit
|
(0.1
|
)
|
|
14.4
|
|
|
(3.2
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
9.3
|
|
||||||
|
(Loss) income before equity in net (loss) income of affiliate and subsidiaries
|
(1.2
|
)
|
|
(141.8
|
)
|
|
5.3
|
|
|
9.6
|
|
|
—
|
|
|
(128.1
|
)
|
||||||
|
Equity in net (loss) of affiliate
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
||||||
|
Equity in net (loss) income of subsidiaries
|
(126.9
|
)
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
111.9
|
|
|
—
|
|
||||||
|
Net (loss) income
|
(128.2
|
)
|
|
(126.8
|
)
|
|
5.3
|
|
|
9.5
|
|
|
112.0
|
|
|
(128.2
|
)
|
||||||
|
Other comprehensive (loss) income
|
(12.7
|
)
|
|
0.4
|
|
|
—
|
|
|
(13.1
|
)
|
|
12.7
|
|
|
(12.7
|
)
|
||||||
|
Comprehensive (loss) income
|
$
|
(140.9
|
)
|
|
$
|
(126.4
|
)
|
|
$
|
5.3
|
|
|
$
|
(3.6
|
)
|
|
$
|
124.7
|
|
|
$
|
(140.9
|
)
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
350.9
|
|
|
$
|
—
|
|
|
$
|
30.7
|
|
|
$
|
—
|
|
|
$
|
381.6
|
|
|
Accounts receivable, net
|
—
|
|
|
833.5
|
|
|
19.5
|
|
|
232.2
|
|
|
(356.1
|
)
|
|
729.1
|
|
||||||
|
Inventory, net
|
—
|
|
|
1,315.7
|
|
|
215.1
|
|
|
344.6
|
|
|
—
|
|
|
1,875.4
|
|
||||||
|
Deferred tax asset - current
|
—
|
|
|
26.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.3
|
|
||||||
|
Other current assets
|
—
|
|
|
21.3
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
25.3
|
|
||||||
|
Total current assets
|
—
|
|
|
2,547.7
|
|
|
234.6
|
|
|
611.5
|
|
|
(356.1
|
)
|
|
3,037.7
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
|
1,289.8
|
|
|
309.4
|
|
|
193.8
|
|
|
—
|
|
|
1,793.0
|
|
||||||
|
Pension assets
|
—
|
|
|
246.2
|
|
|
—
|
|
|
23.9
|
|
|
—
|
|
|
270.1
|
|
||||||
|
Investment in subsidiary
|
900.2
|
|
|
281.5
|
|
|
—
|
|
|
—
|
|
|
(1,181.7
|
)
|
|
—
|
|
||||||
|
Equity in net assets of subsidiaries
|
761.9
|
|
|
175.1
|
|
|
—
|
|
|
—
|
|
|
(937.0
|
)
|
|
—
|
|
||||||
|
Other assets
|
—
|
|
|
435.7
|
|
|
80.0
|
|
|
24.9
|
|
|
(420.0
|
)
|
|
120.6
|
|
||||||
|
Total assets
|
$
|
1,662.1
|
|
|
$
|
4,976.0
|
|
|
$
|
624.0
|
|
|
$
|
854.1
|
|
|
$
|
(2,894.8
|
)
|
|
$
|
5,221.4
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Accounts payable
|
$
|
—
|
|
|
$
|
582.6
|
|
|
$
|
239.6
|
|
|
$
|
188.6
|
|
|
$
|
(356.0
|
)
|
|
$
|
654.8
|
|
|
Accrued expenses
|
—
|
|
|
230.1
|
|
|
0.8
|
|
|
27.6
|
|
|
—
|
|
|
258.5
|
|
||||||
|
Profit sharing
|
—
|
|
|
48.1
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
50.4
|
|
||||||
|
Current portion of long-term debt
|
—
|
|
|
5.7
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
9.9
|
|
||||||
|
Advance payments, short-term
|
—
|
|
|
71.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71.4
|
|
||||||
|
Deferred revenue, short-term
|
—
|
|
|
24.7
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
27.0
|
|
||||||
|
Deferred grant income liability - current
|
—
|
|
|
—
|
|
|
8.1
|
|
|
1.3
|
|
|
—
|
|
|
9.4
|
|
||||||
|
Other current liabilities
|
—
|
|
|
151.6
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
153.6
|
|
||||||
|
Total current liabilities
|
—
|
|
|
1,114.2
|
|
|
248.5
|
|
|
228.3
|
|
|
(356.0
|
)
|
|
1,235.0
|
|
||||||
|
Long-term debt
|
—
|
|
|
1,133.2
|
|
|
80.0
|
|
|
277.2
|
|
|
(340.0
|
)
|
|
1,150.4
|
|
||||||
|
Advance payments, long-term
|
—
|
|
|
750.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750.6
|
|
||||||
|
Pension/OPEB obligation
|
—
|
|
|
73.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73.2
|
|
||||||
|
Deferred grant income liability - non-current
|
—
|
|
|
—
|
|
|
71.6
|
|
|
33.0
|
|
|
—
|
|
|
104.6
|
|
||||||
|
Deferred revenue and other deferred credits
|
—
|
|
|
21.5
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
29.2
|
|
||||||
|
Other liabilities
|
—
|
|
|
270.6
|
|
|
—
|
|
|
25.7
|
|
|
(80.0
|
)
|
|
216.3
|
|
||||||
|
Total equity
|
1,662.1
|
|
|
1,612.7
|
|
|
223.9
|
|
|
282.2
|
|
|
(2,118.8
|
)
|
|
1,662.1
|
|
||||||
|
Total liabilities and shareholders’ equity
|
$
|
1,662.1
|
|
|
$
|
4,976.0
|
|
|
$
|
624.0
|
|
|
$
|
854.1
|
|
|
$
|
(2,894.8
|
)
|
|
$
|
5,221.4
|
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
359.2
|
|
|
$
|
—
|
|
|
$
|
61.5
|
|
|
$
|
—
|
|
|
$
|
420.7
|
|
|
Accounts receivable, net
|
—
|
|
|
643.3
|
|
|
15.3
|
|
|
214.5
|
|
|
(322.3
|
)
|
|
550.8
|
|
||||||
|
Inventory, net
|
—
|
|
|
1,340.2
|
|
|
208.7
|
|
|
293.7
|
|
|
—
|
|
|
1,842.6
|
|
||||||
|
Deferred tax asset-current
|
—
|
|
|
25.2
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
26.9
|
|
||||||
|
Other current assets
|
—
|
|
|
100.7
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
103.2
|
|
||||||
|
Total current assets
|
—
|
|
|
2,468.6
|
|
|
224.0
|
|
|
573.9
|
|
|
(322.3
|
)
|
|
2,944.2
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
|
1,308.0
|
|
|
305.3
|
|
|
190.0
|
|
|
—
|
|
|
1,803.3
|
|
||||||
|
Pension assets
|
—
|
|
|
231.1
|
|
|
—
|
|
|
21.5
|
|
|
—
|
|
|
252.6
|
|
||||||
|
Investment in subsidiary
|
1,026.3
|
|
|
281.5
|
|
|
—
|
|
|
—
|
|
|
(1,307.8
|
)
|
|
—
|
|
||||||
|
Equity in net assets of subsidiaries
|
454.7
|
|
|
119.4
|
|
|
—
|
|
|
—
|
|
|
(574.1
|
)
|
|
—
|
|
||||||
|
Other assets
|
—
|
|
|
422.4
|
|
|
80.0
|
|
|
24.2
|
|
|
(419.5
|
)
|
|
107.1
|
|
||||||
|
Total assets
|
$
|
1,481.0
|
|
|
$
|
4,831.0
|
|
|
$
|
609.3
|
|
|
$
|
809.6
|
|
|
$
|
(2,623.7
|
)
|
|
$
|
5,107.2
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Accounts payable
|
$
|
—
|
|
|
$
|
666.5
|
|
|
$
|
224.2
|
|
|
$
|
185.2
|
|
|
$
|
(322.2
|
)
|
|
$
|
753.7
|
|
|
Accrued expenses
|
—
|
|
|
189.9
|
|
|
0.5
|
|
|
30.2
|
|
|
—
|
|
|
220.6
|
|
||||||
|
Profit sharing
|
—
|
|
|
35.7
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
38.4
|
|
||||||
|
Current portion of long-term debt
|
—
|
|
|
12.9
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
16.8
|
|
||||||
|
Advance payments, short-term
|
—
|
|
|
133.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133.5
|
|
||||||
|
Deferred revenue, short-term
|
—
|
|
|
15.7
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
19.8
|
|
||||||
|
Deferred grant income liability - current
|
—
|
|
|
—
|
|
|
7.3
|
|
|
1.3
|
|
|
—
|
|
|
8.6
|
|
||||||
|
Other current liabilities
|
—
|
|
|
137.1
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
144.2
|
|
||||||
|
Total current liabilities
|
—
|
|
|
1,191.3
|
|
|
232.0
|
|
|
234.5
|
|
|
(322.2
|
)
|
|
1,335.6
|
|
||||||
|
Long-term debt
|
—
|
|
|
1,131.4
|
|
|
80.0
|
|
|
278.6
|
|
|
(339.5
|
)
|
|
1,150.5
|
|
||||||
|
Advance payments, long-term
|
—
|
|
|
728.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
728.9
|
|
||||||
|
Pension/OPEB obligation
|
—
|
|
|
69.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69.8
|
|
||||||
|
Deferred grant income liability - non-current
|
—
|
|
|
—
|
|
|
75.6
|
|
|
32.6
|
|
|
—
|
|
|
108.2
|
|
||||||
|
Deferred revenue and other deferred credits
|
—
|
|
|
22.7
|
|
|
—
|
|
|
8.2
|
|
|
—
|
|
|
30.9
|
|
||||||
|
Other liabilities
|
—
|
|
|
245.6
|
|
|
—
|
|
|
36.7
|
|
|
(80.0
|
)
|
|
202.3
|
|
||||||
|
Total equity
|
1,481.0
|
|
|
1,441.3
|
|
|
221.7
|
|
|
219.0
|
|
|
(1,882.0
|
)
|
|
1,481.0
|
|
||||||
|
Total liabilities and shareholders’ equity
|
$
|
1,481.0
|
|
|
$
|
4,831.0
|
|
|
$
|
609.3
|
|
|
$
|
809.6
|
|
|
$
|
(2,623.7
|
)
|
|
$
|
5,107.2
|
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net cash provided by (used in) operating activities
|
$
|
297.0
|
|
|
$
|
86.1
|
|
|
$
|
18.1
|
|
|
$
|
(23.9
|
)
|
|
$
|
(167.8
|
)
|
|
$
|
209.5
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Purchase of property, plant and equipment
|
—
|
|
|
(68.1
|
)
|
|
(18.1
|
)
|
|
(3.4
|
)
|
|
—
|
|
|
(89.6
|
)
|
||||||
|
Proceeds from sale of assets
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
|
Investment in equity of subsidiaries
|
129.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129.2
|
)
|
|
—
|
|
||||||
|
Equity in net assets of subsidiaries
|
(297.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297.0
|
|
|
—
|
|
||||||
|
Other
|
—
|
|
|
2.3
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Net cash (used in) investing activities
|
(167.8
|
)
|
|
(65.4
|
)
|
|
(18.1
|
)
|
|
(5.7
|
)
|
|
167.8
|
|
|
(89.2
|
)
|
||||||
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Proceeds from issuance of bonds
|
—
|
|
|
300.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300.0
|
|
||||||
|
Principal payments of debt
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(11.9
|
)
|
||||||
|
Collection on (repayment of) intercompany debt
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||||
|
Payments on bonds
|
—
|
|
|
(300.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300.0
|
)
|
||||||
|
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
||||||
|
Debt issuance and financing costs
|
—
|
|
|
(20.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.8
|
)
|
||||||
|
Purchase of treasury stock
|
(129.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129.2
|
)
|
||||||
|
Net cash (used in) financing activities
|
(129.2
|
)
|
|
(29.0
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(159.6
|
)
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
|
Net (decrease) in cash and cash equivalents for the period
|
—
|
|
|
(8.3
|
)
|
|
—
|
|
|
(30.8
|
)
|
|
—
|
|
|
(39.1
|
)
|
||||||
|
Cash and cash equivalents, beginning of period
|
—
|
|
|
359.2
|
|
|
—
|
|
|
61.5
|
|
|
—
|
|
|
420.7
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
350.9
|
|
|
$
|
—
|
|
|
$
|
30.7
|
|
|
$
|
—
|
|
|
$
|
381.6
|
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net cash provided by (used in) operating activities
|
$
|
(128.2
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
6.3
|
|
|
$
|
10.1
|
|
|
$
|
128.2
|
|
|
$
|
14.3
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Purchase of property, plant and equipment
|
—
|
|
|
(107.6
|
)
|
|
(6.3
|
)
|
|
(5.4
|
)
|
|
—
|
|
|
(119.3
|
)
|
||||||
|
Purchase of property, plant and equipment - severe weather event
|
—
|
|
|
(15.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.7
|
)
|
||||||
|
Proceeds from the sale of assets
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
|
Equity in net assets of subsidiaries
|
128.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128.2
|
)
|
|
—
|
|
||||||
|
Other
|
—
|
|
|
3.4
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
2.5
|
|
||||||
|
Net cash provided by (used in) investing activities
|
128.2
|
|
|
(119.8
|
)
|
|
(6.3
|
)
|
|
(6.3
|
)
|
|
(128.2
|
)
|
|
(132.4
|
)
|
||||||
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Principal payments of debt
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
|
Collection on (repayment of) intercompany debt
|
—
|
|
|
6.0
|
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
|
Net cash provided by (used in) financing activities
|
—
|
|
|
4.4
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(3.6
|
)
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
||||||
|
Net (decrease) in cash and cash equivalents for the period
|
—
|
|
|
(117.5
|
)
|
|
—
|
|
|
(6.2
|
)
|
|
—
|
|
|
(123.7
|
)
|
||||||
|
Cash and cash equivalents, beginning of period
|
—
|
|
|
369.1
|
|
|
—
|
|
|
71.6
|
|
|
—
|
|
|
440.7
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
251.6
|
|
|
$
|
—
|
|
|
$
|
65.4
|
|
|
$
|
—
|
|
|
$
|
317.0
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
July 3,
2014 |
|
June 27,
2013 |
|
Percentage
Change
to Prior Year
|
|
July 3,
2014 |
|
June 27,
2013 |
|
Percentage
Change
to Prior Year
|
||||||||||
|
|
($ in millions)
|
|
|
|
($ in millions)
|
|
|
||||||||||||||
|
Net revenues
|
$
|
1,803.3
|
|
|
$
|
1,520.7
|
|
|
19
|
%
|
|
$
|
3,531.8
|
|
|
2,962.9
|
|
|
19
|
%
|
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Cost of sales
|
1,525.9
|
|
|
1,690.2
|
|
|
(10
|
)%
|
|
2,993.2
|
|
|
2,927.3
|
|
|
2
|
%
|
||||
|
Selling, general and administrative
|
54.4
|
|
|
54.1
|
|
|
1
|
%
|
|
114.9
|
|
|
98.4
|
|
|
17
|
%
|
||||
|
Impact from severe weather event
|
—
|
|
|
6.3
|
|
|
(100
|
)%
|
|
—
|
|
|
15.1
|
|
|
(100
|
)%
|
||||
|
Research and development
|
6.8
|
|
|
8.6
|
|
|
(21
|
)%
|
|
13.1
|
|
|
16.1
|
|
|
(19
|
)%
|
||||
|
Operating income (loss)
|
216.2
|
|
|
(238.5
|
)
|
|
191
|
%
|
|
410.6
|
|
|
(94.0
|
)
|
|
537
|
%
|
||||
|
Interest expense and financing fee amortization
|
(20.8
|
)
|
|
(17.3
|
)
|
|
20
|
%
|
|
(56.2
|
)
|
|
(34.9
|
)
|
|
61
|
%
|
||||
|
Interest income
|
0.1
|
|
|
—
|
|
|
100
|
%
|
|
0.2
|
|
|
0.1
|
|
|
100
|
%
|
||||
|
Other income (expense), net
|
5.8
|
|
|
1.3
|
|
|
346
|
%
|
|
7.0
|
|
|
(8.6
|
)
|
|
181
|
%
|
||||
|
Income (loss) before income taxes and equity in net income (loss) of affiliate
|
201.3
|
|
|
(254.5
|
)
|
|
179
|
%
|
|
361.6
|
|
|
(137.4
|
)
|
|
363
|
%
|
||||
|
Income tax (provision) benefit
|
(58.1
|
)
|
|
45.0
|
|
|
(229
|
)%
|
|
(65.0
|
)
|
|
9.3
|
|
|
(799
|
)%
|
||||
|
Income (loss) before equity in net income (loss) of affiliate
|
143.2
|
|
|
(209.5
|
)
|
|
168
|
%
|
|
296.6
|
|
|
(128.1
|
)
|
|
332
|
%
|
||||
|
Equity in net income (loss) of affiliate
|
0.2
|
|
|
0.1
|
|
|
100
|
%
|
|
0.4
|
|
|
(0.1
|
)
|
|
500
|
%
|
||||
|
Net income (loss)
|
$
|
143.4
|
|
|
$
|
(209.4
|
)
|
|
168
|
%
|
|
$
|
297.0
|
|
|
$
|
(128.2
|
)
|
|
332
|
%
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
Model
|
|
July 3,
2014 |
|
June 27,
2013 |
|
July 3,
2014 |
|
June 27,
2013 |
||||
|
B737
|
|
130
|
|
|
115
|
|
|
255
|
|
|
221
|
|
|
B747
|
|
4
|
|
|
4
|
|
|
9
|
|
|
10
|
|
|
B767
|
|
3
|
|
|
5
|
|
|
6
|
|
|
11
|
|
|
B777
|
|
26
|
|
|
25
|
|
|
52
|
|
|
49
|
|
|
B787
|
|
33
|
|
|
14
|
|
|
64
|
|
|
31
|
|
|
Total Boeing
|
|
196
|
|
|
163
|
|
|
386
|
|
|
322
|
|
|
A320 Family
(1)
|
|
121
|
|
|
131
|
|
|
249
|
|
|
260
|
|
|
A330/340
|
|
30
|
|
|
30
|
|
|
60
|
|
|
57
|
|
|
A350
|
|
5
|
|
|
1
|
|
|
7
|
|
|
3
|
|
|
A380
|
|
7
|
|
|
10
|
|
|
14
|
|
|
17
|
|
|
Total Airbus
|
|
163
|
|
|
172
|
|
|
330
|
|
|
337
|
|
|
Business/Regional Jets
|
|
33
|
|
|
19
|
|
|
68
|
|
|
39
|
|
|
Total
|
|
392
|
|
|
354
|
|
|
784
|
|
|
698
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Prime Customer
|
|
July 3,
2014 |
|
June 27,
2013 |
|
July 3,
2014 |
|
June 27,
2013 |
||||||||
|
|
|
($ in millions)
|
|
($ in millions)
|
||||||||||||
|
Boeing
|
|
$
|
1,503.7
|
|
|
$
|
1,306.5
|
|
|
$
|
2,976.4
|
|
|
$
|
2,533.2
|
|
|
Airbus
|
|
190.2
|
|
|
142.7
|
|
|
338.8
|
|
|
282.4
|
|
||||
|
Gulfstream
|
|
54.2
|
|
|
19.8
|
|
|
104.4
|
|
|
50.6
|
|
||||
|
Sikorsky
|
|
4.7
|
|
|
5.4
|
|
|
8.1
|
|
|
7.9
|
|
||||
|
Other
|
|
50.5
|
|
|
46.3
|
|
|
104.1
|
|
|
88.8
|
|
||||
|
Total net revenues
|
|
$
|
1,803.3
|
|
|
$
|
1,520.7
|
|
|
$
|
3,531.8
|
|
|
$
|
2,962.9
|
|
|
|
Three Months Ended
|
||||||
|
|
July 3,
2014 |
|
June 27,
2013 |
||||
|
|
($ in millions)
|
||||||
|
Segment Revenues
|
|
|
|
|
|
||
|
Fuselage Systems
|
$
|
905.0
|
|
|
$
|
732.1
|
|
|
Propulsion Systems
|
460.5
|
|
|
418.6
|
|
||
|
Wing Systems
|
438.3
|
|
|
368.6
|
|
||
|
All Other
|
(0.5
|
)
|
|
1.4
|
|
||
|
|
$
|
1,803.3
|
|
|
$
|
1,520.7
|
|
|
Segment Operating Income (Loss)
|
|
|
|
|
|
||
|
Fuselage Systems (1)
|
$
|
132.2
|
|
|
$
|
155.0
|
|
|
Propulsion Systems (2)
|
86.2
|
|
|
85.0
|
|
||
|
Wing Systems (3)
|
71.0
|
|
|
(402.3
|
)
|
||
|
All Other
|
0.2
|
|
|
1.8
|
|
||
|
|
289.6
|
|
|
(160.5
|
)
|
||
|
Corporate SG&A (4)
|
(54.4
|
)
|
|
(54.1
|
)
|
||
|
Impact from severe weather event
|
—
|
|
|
(6.3
|
)
|
||
|
Research and development (5)
|
(6.8
|
)
|
|
(8.6
|
)
|
||
|
Unallocated cost of sales (6)
|
(12.2
|
)
|
|
(9.0
|
)
|
||
|
Total operating income (loss)
|
$
|
216.2
|
|
|
$
|
(238.5
|
)
|
|
|
|
(1)
|
Includes a favorable cumulative catch-up adjustments of $2.7 million for the three months ended July 3, 2014. Inclusive of $5.0 million forward loss charge recorded for B747-8 and a $27.8 million favorable cumulative catch-up adjustment for the three months ended June 27, 2013.
|
|
(2)
|
Includes favorable cumulative catch-up adjustments of $5.0 million for the three months ended July 3, 2014. Inclusive of $4.0 million forward loss charge and $8.4 million reduction of forward loss charge due to change in estimate recorded for the B767 and Rolls-Royce BR725 programs, respectively, and a $11.5 million favorable cumulative catch-up adjustment for the three months ended June 27, 2013.
|
|
(3)
|
For the three months ended July 3, 2014, includes favorable cumulative catch-up adjustments of $11.7 million. Includes forward loss charges recorded of $22.0 million, 191.5 million, and 234.2 million for the B787, G280, and G650 wing programs, respectively, for the three months ended June 27, 2013. Also includes a $1.3 million favorable cumulative catch-up adjustment for the three months ended June 27, 2013.
|
|
(4)
|
For the three months ended June 27, 2013, corporate SG&A of $1.8 million, $0.9 million, and $1.2 million was reclassified from segment operating income for Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation.
|
|
(5)
|
For the three months ended June 27, 2013, research and development of $3.2 million, $2.5 million, and $0.9 million was reclassified from segment operating income for Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation.
|
|
(6)
|
Includes $11.6 million of warranty reserve for the three months ended July 3, 2014. Includes $9.2 million of warranty reserve and $(0.2) million related to early retirement incentives for the three months ended June 27, 2013.
|
|
|
Six Months Ended
|
||||||
|
|
July 3,
2014 |
|
June 27,
2013 |
||||
|
|
($ in millions)
|
||||||
|
Segment Revenues
|
|
|
|
|
|
||
|
Fuselage Systems
|
$
|
1,763.3
|
|
|
$
|
1,450.0
|
|
|
Propulsion Systems
|
910.7
|
|
|
793.9
|
|
||
|
Wing Systems
|
852.5
|
|
|
711.9
|
|
||
|
All Other
|
5.3
|
|
|
7.1
|
|
||
|
|
$
|
3,531.8
|
|
|
$
|
2,962.9
|
|
|
Segment Operating Income (Loss)
|
|
|
|
|
|
||
|
Fuselage Systems (1)
|
$
|
274.2
|
|
|
$
|
281.4
|
|
|
Propulsion Systems (2)
|
166.4
|
|
|
153.4
|
|
||
|
Wing Systems (3)
|
121.0
|
|
|
(381.8
|
)
|
||
|
All Other
|
0.3
|
|
|
3.4
|
|
||
|
|
561.9
|
|
|
56.4
|
|
||
|
Corporate SG&A (4)
|
(114.9
|
)
|
|
(98.4
|
)
|
||
|
Impact from severe weather event
|
—
|
|
|
(15.1
|
)
|
||
|
Research and development (5)
|
(13.1
|
)
|
|
(16.1
|
)
|
||
|
Unallocated cost of sales (6)
|
(23.3
|
)
|
|
(20.8
|
)
|
||
|
Total operating income (loss)
|
$
|
410.6
|
|
|
$
|
(94.0
|
)
|
|
|
|
(1)
|
For the six months ended July 3, 2014, net of forward loss charge of $0.9 million on the Bell V280 helicopter program. Also includes favorable cumulative catch-up adjustments of $8.6 million for the six months ended July 3, 2014. Inclusive of $5.0 million forward loss charge recorded for B747-8 and a $32.5 million favorable cumulative catch-up adjustment for the six months ended June 27, 2013.
|
|
(2)
|
Includes favorable cumulative catch-up adjustments of $8.3 for the six months ended July 3, 2014. Inclusive of $4.0 million forward loss charge and $8.4 million reduction of forward loss charge due to change in estimate recorded for the B767 and Rolls-Royce BR725 programs, respectively, and an $18.7 million favorable cumulative catch-up adjustment for the six months ended June 27, 2013.
|
|
(3)
|
For the six months ended July 3, 2014, net of $0.3 million forward loss charge recorded on the G280 wing program. Also includes favorable cumulative catch-up adjustments of $13.3 million for the six months ended July 3, 2014. Inclusive of $37.3 million forward loss charge recorded for the B787 wing program, $191.5 million forward loss charge for the G280 program, and $234.2 million forward loss charge for the G650 program as well as a $0.5 million favorable cumulative catch-up adjustment for the six months ended June 27, 2013.
|
|
(4)
|
For the six months ended June 27, 2013, corporate SG&A of $4.1 million, $2.1 million, and $2.4 million was reclassified from segment operating income for Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation.
|
|
(5)
|
For the six months ended June 27, 2013, research and development of $5.9 million, $4.4 million, and $2.0 million was reclassified from segment operating income for Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation.
|
|
(6)
|
Includes $22.6 million of warranty reserve for the six months ended July 3, 2014. Includes $19.2 million of warranty reserve and $1.6 million related to early retirement incentives for the six months ended June 27, 2013.
|
|
|
For the six months ended
|
||||||
|
|
July 3, 2014
|
|
June 27, 2013
|
||||
|
|
($ in millions)
|
||||||
|
Net income
|
$
|
297.0
|
|
|
$
|
(128.2
|
)
|
|
Adjustments to reconcile net income
|
91.9
|
|
|
55.9
|
|
||
|
Changes in working capital
|
(179.4
|
)
|
|
86.6
|
|
||
|
Net cash provided by operating activities
|
209.5
|
|
|
14.3
|
|
||
|
Net cash (used in) investing activities
|
(89.2
|
)
|
|
(132.4
|
)
|
||
|
Net cash (used in) financing activities
|
(159.6
|
)
|
|
(3.6
|
)
|
||
|
Effect of exchange rate change on cash and cash equivalents
|
0.2
|
|
|
(2.0
|
)
|
||
|
Net (decrease) in cash and cash equivalents for the period
|
(39.1
|
)
|
|
(123.7
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
420.7
|
|
|
440.7
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
381.6
|
|
|
$
|
317.0
|
|
|
•
|
our ability to continue to grow our business and execute our growth strategy, including the timing, execution, and profitability of new and maturing programs;
|
|
•
|
our ability to perform our obligations and manage costs related to our new and maturing commercial, business aircraft and military development programs and the related recurring production;
|
|
•
|
margin pressures and the potential for additional forward losses on new and maturing programs;
|
|
•
|
our ability to accommodate, and the cost of accommodating, announced increases in the build rates of certain aircraft;
|
|
•
|
the effect on business and commercial aircraft demand and build rates of the following factors: changing customer preferences for business aircraft, including the effect of global economic conditions on the business aircraft market, expanding conflicts or political unrest in the Middle East or Asia and the impact of continuing instability in global financial and credit markets;
|
|
•
|
customer cancellations or deferrals as a result of global economic uncertainty;
|
|
•
|
the success and timely execution of key milestones such as certification and first delivery of Airbus' A350 XWB aircraft program, receipt of necessary regulatory approvals and customer adherence to their announced schedules;
|
|
•
|
our ability to successfully negotiate future pricing under our supply agreements with Boeing;
|
|
•
|
our ability to enter into profitable supply arrangements with additional customers;
|
|
•
|
the ability of all parties to satisfy their performance requirements under existing supply contracts with Boeing and Airbus, our two major customers, and other customers and the risk of nonpayment by such customers;
|
|
•
|
any adverse impact on Boeing’s and Airbus’ production of aircraft resulting from cancellations, deferrals or reduced orders by their customers or from labor disputes or acts of terrorism;
|
|
•
|
any adverse impact on the demand for air travel or our operations from the outbreak of diseases or epidemic or pandemic outbreaks;
|
|
•
|
returns on pension plan assets and the impact of future discount rate changes on pension obligations;
|
|
•
|
our ability to borrow additional funds or refinance debt;
|
|
•
|
our ability to sell all or any portion of our Oklahoma sites on terms acceptable to us;
|
|
•
|
competition from commercial aerospace original equipment manufacturers and other aerostructures suppliers;
|
|
•
|
the effect of governmental laws, such as U.S. export control laws and U.S. and foreign anti-bribery laws such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and environmental laws and agency regulations, both in the U.S. and abroad;
|
|
•
|
any reduction in our credit ratings;
|
|
•
|
the cost and availability of raw materials and purchased components;
|
|
•
|
our ability to recruit and retain highly-skilled employees and our relationships with the unions representing many of our employees;
|
|
•
|
spending by the U.S. and other governments on defense;
|
|
•
|
the possibility that our cash flows and borrowing facilities may not be adequate for our additional capital needs or for payment of interest on and principal of our indebtedness;
|
|
•
|
our exposure under our existing senior secured revolving credit facility to higher interest payments should interest rates increase substantially;
|
|
•
|
the effectiveness of any interest rate hedging programs;
|
|
•
|
the effectiveness of our internal control over financial reporting;
|
|
•
|
the outcome or impact of ongoing or future litigation, claims and regulatory actions; and
|
|
•
|
our exposure to potential product liability and warranty claims.
|
|
•
|
Establish a more comprehensive review and approval procedure, with increased Corporate oversight for the G280 and G650 programs at our Tulsa business unit.
|
|
•
|
Enhance analysis and review of cost estimates related to supply chain cost, labor and the bill of material for the G280 and G650 programs at our Tulsa business unit.
|
|
•
|
Increase Corporate oversight of changes to EAC assumptions specifically regarding estimates of production units for the G280 and G650 programs at our Tulsa business unit.
|
|
•
|
Enhance analysis and review of the bill of materials and its impact on cost estimates for the A350 XWB Section 15 recurring program.
|
|
•
|
negative effects on our reported results of operations from disposition-related charges, amortization expenses related to intangibles, and charges for impairment of long-term assets;
|
|
Article I.
Exhibit
Number
|
|
Section 1.01 Exhibit
|
|
10.1†
|
|
Spirit AeroSystems Holdings, Inc. 2014 Omnibus Incentive Plan.
|
|
|
|
|
|
10.2††*
|
|
Memorandum of Agreement, between The Boeing Company and Spirit AeroSystems, Inc., made as of April 7, 2014, amending Spirit's long-term supply agreement with Boeing covering products for Boeing's B737, B747, B767 and B777 commercial aircraft programs.
|
|
|
|
|
|
10.3††*
|
|
Memorandum of Agreement, between The Boeing Company and Spirit AeroSystems, Inc., made as of April 8, 2014, amending Spirit's long-term supply agreement with Boeing covering products for Boeing's B737, B747, B767 and B777 commercial aircraft programs.
|
|
|
|
|
|
10.4*
|
|
Amendment No. 4, dated as of June 3, 2014, to Credit Agreement dated as of April 18, 2012 among Spirit Aerosystems, Inc., the other guarantors party thereto, Bank of America, N.A. and the other agents and lenders party thereto.
|
|
|
|
|
|
31.1
*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
31.2
*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
32.1
**
|
|
Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
32.2
**
|
|
Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
101.INS@
*
|
|
XBRL Instance Document.
|
|
|
|
|
|
101.SCH@
*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
101.CAL@
*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
101.DEF@
*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
101.LAB@
*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
101.PRE@
*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
†
|
|
Incorporated by reference to the Company's Registration Statement on Form S-8 (File No 333-195790), filed with the SEC on May 8, 2014, Exhibit 10.1
|
|
|
|
|
|
††
|
|
Indicates that portions of the exhibit have been omitted and separately filed with the Securities and Exchange Committee pursuant to a request for confidential treatment.
|
|
|
|
|
|
*
|
|
Filed herewith
|
|
|
|
|
|
**
|
|
Furnished herewith
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Sanjay Kapoor
|
|
Senior Vice President and Chief Financial
|
|
August 1, 2014
|
|
Sanjay Kapoor
|
|
Officer (Principal Financial Officer)
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Mark J. Suchinski
|
|
Vice President and Corporate Controller (Principal Accounting Officer)
|
|
August 1, 2014
|
|
Mark J. Suchinski
|
|
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|