| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Delaware | 20-2436320 | |
| (State of Incorporation) | (I.R.S. Employer | |
| Identification Number) |
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
|
(Do not check if a smaller reporting company)
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2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
(unaudited)
For the Three
For the Three
Months Ended
Months Ended
March 31, 2011
April 1, 2010
($ in millions, except per share data)
$
1,049.6
$
1,043.3
928.0
901.1
39.0
39.3
13.0
9.9
980.0
950.3
69.6
93.0
(20.9
)
(14.0
)
0.1
0.1
1.5
(5.5
)
50.3
73.6
(15.3
)
(17.8
)
35.0
55.8
(0.4
)
(0.3
)
$
34.6
$
55.5
$
0.25
$
0.40
$
0.24
$
0.40
Table of Contents
(unaudited)
March 31,
December 31,
2011
2010
($ in millions)
$
310.9
$
481.6
285.4
200.2
2,652.5
2,507.9
57.5
47.6
27.2
57.4
3,333.5
3,294.7
1,479.8
1,470.0
178.2
172.4
35.5
55.0
106.1
109.9
$
5,133.1
$
5,102.0
$
481.5
$
443.5
199.0
190.7
14.0
29.6
9.7
9.5
115.9
169.4
297.0
302.6
5.6
5.1
11.5
14.4
1,134.2
1,164.8
1,186.2
1,187.3
671.6
655.2
74.5
72.5
127.8
128.4
28.5
29.0
53.4
53.9
—
—
1.1
1.1
0.4
0.3
986.0
983.6
(66.4
)
(75.3
)
935.3
900.7
1,856.4
1,810.4
0.5
0.5
1,856.9
1,810.9
$
5,133.1
$
5,102.0
Table of Contents
(unaudited)
For the Three
For the Three
Months Ended
Months Ended
March 31, 2011
April 1, 2010
($ in millions)
$
34.6
$
55.5
32.0
27.3
1.2
1.2
2.3
1.9
2.2
2.3
(0.3
)
—
(0.1
)
—
(0.9
)
8.1
6.3
6.0
0.7
(17.6
)
(1.5
)
(2.3
)
(1.3
)
(0.5
)
0.4
0.3
(81.5
)
(78.9
)
(140.4
)
(88.1
)
46.2
(16.5
)
(15.7
)
4.7
(37.0
)
(38.6
)
32.1
51.7
(5.9
)
(24.2
)
(1.5
)
(2.5
)
(128.1
)
(110.2
)
(41.5
)
(69.2
)
0.3
—
—
(0.8
)
(41.2
)
(70.0
)
(2.2
)
(2.0
)
0.3
—
(1.9
)
(2.0
)
0.5
(0.2
)
(170.7
)
(182.4
)
481.6
369.0
$
310.9
$
186.6
$
—
$
4.0
Table of Contents
($, €, £, and RM in millions other than per share amounts)
Table of Contents
($, €, £, and RM in millions other than per share amounts)
March 31,
December 31,
2011
2010
$
272.7
$
191.5
12.7
8.7
—
—
$
285.4
$
200.2
March 31,
December 31,
2011
2010
$
216.6
$
234.0
1,876.6
1,748.5
41.4
40.9
2,134.6
2,023.4
517.9
484.5
$
2,652.5
$
2,507.9
March 31,
December 31,
2011
2010
$
272.9
$
261.1
169.0
167.7
25.5
19.6
142.3
115.9
1,158.8
1,115.1
180.5
134.4
531.8
492.0
79.5
73.1
37.9
36.4
54.3
92.6
$
2,652.5
$
2,507.9
(1)
Includes non-program specific inventoriable cost accruals and miscellaneous other
work-in-process.
Table of Contents
($, €, £, and RM in millions other than per share amounts)
March 31,
December 31,
2011
2010
$
10.9
$
7.4
21.1
24.6
0.4
—
0.4
0.4
3.0
9.8
59.0
57.3
9.9
27.3
2.6
3.4
$
107.3
$
130.2
(1)
B747 inventory non-recurring production costs related to the B747-8 program
(2)
Net of $28.2 forward-loss recorded in the first quarter of 2011
$
484.5
(3.8
)
37.2
$
517.9
March 31,
December 31,
2011
2010
$
219.4
$
221.8
269.2
262.7
29.3
—
$
517.9
$
484.5
Table of Contents
($, €, £, and RM in millions other than per share amounts)
$
760.0
(27.3
)
83.0
0.2
$
815.9
(1)
Approximately $46.2 of deferred production is related to deliveries of six B787 ship sets
for the three months ended March 31, 2011.
Deferred production costs and credit balances included in inventory are summarized as follows:
March 31,
December 31,
2011
2010
$
685.5
$
639.3
147.4
145.1
(17.0
)
(24.4
)
$
815.9
$
760.0
March 31,
December 31,
2011
2010
$
17.5
$
17.1
423.2
419.7
765.5
752.9
566.9
542.0
106.9
103.9
173.4
174.3
2,053.4
2,009.9
(573.6
)
(539.9
)
$
1,479.8
$
1,470.0
Table of Contents
($, €, £, and RM in millions other than per share amounts)
March 31,
December 31,
2011
2010
$
2.0
$
2.0
9.7
9.7
27.8
26.8
39.5
38.5
(1.0
)
(0.9
)
(3.7
)
(3.6
)
(17.4
)
(15.9
)
17.4
18.1
64.4
64.4
(31.7
)
(29.4
)
32.7
35.0
0.6
1.2
3.0
2.9
4.0
4.3
41.1
39.6
7.3
8.8
$
106.1
$
109.9
(1)
Under an agreement with Airbus, certain payments accounted for as consideration given by
a vendor to a customer will be amortized as a reduction to net revenues beginning in the
second half of 2011.
$
2.9
0.1
$
3.0
Table of Contents
($, €, £, and RM in millions other than per share amounts)
March 31,
December 31,
2011
2010
$
25.6
$
32.5
0.3
0.7
986.7
1,023.3
56.5
54.9
37.1
37.5
6.8
7.3
$
1,113.0
$
1,156.2
March 31, 2011
$
133.5
(1.3
)
1.2
$
133.4
Table of Contents
($, €, £, and RM in millions other than per share amounts)
March 31, 2011
$
133.4
(1.2
)
1.2
$
133.4
Table of Contents
($, €, £, and RM in millions other than per share amounts)
Effective
Fair Value,
Notional Amount
Expires
Variable Rate
Fixed Rate
(1)
Fixed Rate
(2)
March 31, 2011
July 2011
LIBOR
4.27%
7.17%
$
(1.9
)
July 2011
LIBOR
3.23%
6.13%
$
(4.3
)
Total
$
(6.2
)
(1)
The fixed rate represents the rate at which interest is paid by the Company pursuant to
the terms of its interest rate swap agreements.
(2)
The effective Term B fixed interest rate represents the fixed rate of the derivative
instrument plus the 175 basis-point margin on the pro rata share of
Term B-1 and 325 basis-point margin on the pro rata share of Term B-2 above the variable LIBOR borrowing rate we
pay on the Term B loan.
Table of Contents
($, €, £, and RM in millions other than per share amounts)
March 31, 2011
December 31, 2010
Foreign
Foreign
USD
Currency
USD
Currency
Year
Buy/(Sell)
(1)
Buy/(Sell)
(1)
Buy/(Sell)
(1)
Buy/(Sell)
(1)
$
(17.5
)
£
10.8
$
(44.1
)
£
27.3
(9.0
)
5.6
(8.9
)
5.7
—
(0.1
)
—
(0.1
)
$
(26.5
)
£
16.3
$
(53.0
)
£
32.9
(1)
Includes foreign currency hedge contracts for 2011 through 2013 novated to Spirit Europe as a
result of the acquisition of BAE
Aerostructures on April 1, 2006, which had no underlying contractual
transactions at the inception date of the contracts and, therefore, are classified as net debt
securities which are not subject to hedge accounting. The mark-to-market values of these net debt
securities are recorded through the Condensed Consolidated Statement of Operations on a monthly
basis in accordance with FASB authoritative guidance on investments — debt and equity securities
disclosures.
Fair Values of Derivative Instruments
Other Asset Derivatives
Other Liability Derivatives
March 31, 2011
December 31, 2010
March 31, 2011
December 31, 2010
$
—
$
—
$
6.2
$
9.3
0.3
0.1
0.5
1.3
0.1
—
—
0.2
0.4
0.1
6.7
10.8
0.4
0.7
0.6
0.7
0.5
1.2
0.6
1.4
0.9
1.9
1.2
2.1
$
1.3
$
2.0
$
7.9
$
12.9
Table of Contents
($, €, £, and RM in millions other than per share amounts)
Location of
Location of (Gain)
(Gain) or Loss
or Loss Recognized
Reclassified
in Income on
from
Derivative
Accumulated
(Ineffective Portion
Derivatives in
OCI into
and Amount
Cash Flow
Amount of Gain or (Loss) Recognized
Income
Amount of Loss Reclassified from
Excluded from
Amount of Loss Recognized in Income on
Hedging
in OCI, net of tax, on Derivative
(Effective
Accumulated OCI into Income
Effectiveness
Derivative (Ineffective Portion and Amount
Relationships
(Effective Portion)
Portion)
(Effective Portion)
Testing)
Excluded from Effectiveness Testing)
For the Three Months Ended
For the Three Months Ended
For the Three Months Ended
March 31,
March 31,
March 31,
2011
April 1, 2010
2011
April 1, 2010
2011
April 1, 2010
$
(0.1
)
$
(1.7
)
Interest expense
$
3.2
$
4.3
Other (income)/expense
$
—
$
—
0.6
(1.9
)
Sales/Revenue
0.1
0.3
Other (income)/expense
—
—
$
0.5
$
(3.6
)
$
3.3
$
4.6
$
—
$
—
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.
Observable inputs other than Level 1 prices such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term
of the assets or liabilities. Level 2 assets and liabilities include debt securities with
quoted prices that are traded less frequently than exchange-traded instruments and derivative
contracts whose value is determined using a pricing model with inputs that are observable in
the market or can be derived principally from or corroborated by observable market data.
Observable inputs, such as current and forward interest rates and foreign exchange rates, are
used in determining the fair value of our interest rate swaps and foreign currency hedge
contracts.
Table of Contents
($, €, £, and RM in millions other than per share amounts)
Unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of assets and liabilities. Level 3 assets and liabilities
include financial instruments whose value is determined using pricing models, discounted cash
flow methodologies, or similar techniques, as well as instruments for which the determination
of fair value requires significant management judgment or estimation.
Fair Value Measurements
March 31, 2011
At March 31, 2011 using
Quoted Prices in
Significant
Active Markets
Other
Total Carrying
Assets
Liabilities
for Identical
Observable
Significant
Amount in
Measured at
Measured at Fair
Assets
Inputs
Unobservable
Inputs
Description
Balance Sheet
Fair Value
Value
(Level 1)
(Level 2)
(Level 3)
$
212.2
$
212.2
$
—
$
212.2
$
—
$
—
$
3.5
$
3.5
$
—
$
3.5
$
—
$
—
$
(6.2
)
$
—
$
(6.2
)
$
—
$
(6.2
)
$
—
$
(0.4
)
$
1.3
$
(1.7
)
$
—
$
(0.4
)
$
—
Fair Value Measurements
December 31, 2010
At December 31, 2010 using
Quoted Prices in
Significant
Active Markets
Other
Total Carrying
Assets
Liabilities
for Identical
Observable
Significant
Amount in
Measured at
Measured at Fair
Assets
Inputs
Unobservable
Inputs
Description
Balance Sheet
Fair Value
Value
(Level 1)
(Level 2)
(Level 3)
$
372.1
$
372.1
$
—
$
372.1
$
—
$
—
$
3.5
$
3.5
$
—
$
3.5
$
—
$
—
$
(9.3
)
$
—
$
(9.3
)
$
—
$
(9.3
)
$
—
$
(1.6
)
$
2.0
$
(3.6
)
$
—
$
(1.6
)
$
—
Table of Contents
($, €, £, and RM in millions other than per share amounts)
March 31, 2011
December 31, 2010
Carrying
Fair
Carrying
Fair
Amount
Value
Amount
Value
$
564.7
$
566.4
$
566.2
$
568.3
294.4
324.4
294.2
315.0
300.0
309.0
300.0
300.4
18.4
18.1
18.2
17.9
$
1,177.5
$
1,217.9
$
1,178.6
$
1,201.6
March 31, 2011
December 31, 2010
Current
Noncurrent
Current
Noncurrent
$
1.0
$
2.5
$
0.9
$
2.6
—
—
—
—
—
—
—
—
$
1.0
$
2.5
$
0.9
$
2.6
Amortized
Approximate
Cost
Fair Value
$
1.0
$
1.0
2.1
2.2
—
—
0.4
0.3
$
3.5
$
3.5
Table of Contents
($, €, £, and RM in millions other than per share amounts)
March 31,
December 31,
2011
2010
$
564.7
$
566.1
594.4
594.2
18.4
18.2
17.7
17.2
0.7
1.1
$
1,195.9
$
1,196.8
Table of Contents
($, €, £, and RM in millions other than per share amounts)
Defined Benefit Plans
Three Months
Three Months
Ended
Ended
Components of Net Periodic Pension Income
March 31, 2011
April 1, 2010
$
1.4
$
1.6
11.2
10.4
(16.6
)
(15.9
)
0.4
(0.1
)
$
(3.6
)
$
(4.0
)
Table of Contents
($, €, £, and RM in millions other than per share amounts)
Other Benefits
Three Months
Three Months
Ended
Ended
Components of Other Benefit Expense
March 31, 2011
April 1, 2010
$
0.8
$
0.7
1.0
0.9
0.3
0.2
$
2.1
$
1.8
Table of Contents
($, €, £, and RM in millions other than per share amounts)
March 31, 2011
April 1, 2010
Per
Per
Share
Share
Income
Shares
Amount
Income
Shares
Amount
$
34.0
138.6
$
0.25
$
54.9
137.3
$
0.40
0.6
2.7
0.6
1.5
$
34.6
$
55.5
0.8
1.6
$
34.6
142.1
$
0.24
$
55.5
140.4
$
0.40
Table of Contents
($, €, £, and RM in millions other than per share amounts)
For the Three Months Ended March 31, 2011
Before Tax
Tax (Expense)
Net-of Tax
Amount
or Benefit
Amount
$
49.9
$
(15.3
)
$
34.6
(0.2
)
0.1
(0.1
)
3.2
(1.2
)
2.0
3.0
(1.1
)
1.9
0.8
(0.2
)
0.6
0.1
—
0.1
1.1
(0.4
)
0.7
2.0
(0.6
)
1.4
0.1
—
0.1
2.2
(0.6
)
1.6
4.0
—
4.0
$
61.2
$
(17.6
)
$
43.6
For the Three Months Ended April 1, 2010
Before Tax
Tax (Expense)
Net-of Tax
Amount
or Benefit
Amount
$
73.3
$
(17.8
)
$
55.5
(2.7
)
1.0
(1.7
)
4.3
(1.6
)
2.7
1.6
(0.6
)
1.0
(2.8
)
0.9
(1.9
)
0.3
(0.1
)
0.2
(2.5
)
0.8
(1.7
)
(0.1
)
—
(0.1
)
(4.0
)
1.1
(2.9
)
(5.8
)
—
(5.8
)
$
62.5
$
(16.5
)
$
46.0
Table of Contents
($, €, £, and RM in millions other than per share amounts)
Table of Contents
($, €, £, and RM in millions other than per share amounts)
Table of Contents
($, €, £, and RM in millions other than per share amounts)
$
18.7
1.8
0.1
$
20.6
For the Three
Months Ended
March 31,
April 1,
2011
2010
$
1.1
$
1.0
—
0.2
0.4
(6.7
)
$
1.5
$
(5.5
)
Table of Contents
($, €, £, and RM in millions other than per share amounts)
Table of Contents
($, €, £, and RM in millions other than per share amounts)
Three Months Ended
Three Months Ended
March 31,
April 1,
2011
2010
$
528.0
$
516.2
273.0
274.4
244.9
248.9
3.7
3.8
$
1,049.6
$
1,043.3
$
47.0
$
75.9
40.8
33.6
17.4
18.9
—
0.3
105.2
128.7
(35.1
)
(35.0
)
(0.5
)
(0.7
)
$
69.6
$
93.0
(1)
Net of $28.2 forward-loss recorded in the first quarter of
2011 for the Sikorsky CH-53K
program
Table of Contents
($, €, £, and RM in millions other than per share amounts)
(i)
Spirit, as the subsidiary issuer of the 2017 Notes and the 2020 Notes;
(ii)
The Subsidiary Guarantors, on a combined basis, as guarantors of the 2017 Notes and
the 2020 Notes;
(iii)
The Company’s subsidiaries, other than the Subsidiary Guarantors, which will not
be guarantors of the 2017 Notes and the 2020 Notes (the “Subsidiary Non-Guarantors”), on
a combined basis;
(iv)
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
(v)
Holdings and its subsidiaries on a consolidated basis.
Table of Contents
($, €, £, and RM in millions other than per share amounts)
For the Three Months Ended March 31, 2011
Guarantor
Non-Guarantor
Consolidating
Spirit
Subsidiaries
Subsidiaries
Adjustments
Total
$
943.3
$
0.5
$
127.6
$
(21.8
)
$
1,049.6
830.0
(0.1
)
119.9
(21.8
)
928.0
33.3
0.4
5.3
—
39.0
13.0
—
—
—
13.0
876.3
0.3
125.2
(21.8
)
980.0
67.0
0.2
2.4
—
69.6
(20.6
)
—
(1.4
)
1.1
(20.9
)
1.2
—
—
(1.1
)
0.1
1.0
—
0.5
—
1.5
48.6
0.2
1.5
—
50.3
(16.0
)
(0.1
)
0.8
—
(15.3
)
32.6
0.1
2.3
—
35.0
—
—
(0.4
)
—
(0.4
)
$
32.6
$
0.1
$
1.9
$
—
$
34.6
For the Three Months Ended April 1, 2010
Guarantor
Non-Guarantor
Consolidating
Spirit
Subsidiaries
Subsidiaries
Adjustments
Total
$
938.7
$
0.2
$
118.7
$
(14.3
)
$
1,043.3
806.5
0.2
108.7
(14.3
)
901.1
35.0
0.5
3.8
—
39.3
9.9
—
—
—
9.9
851.4
0.7
112.5
(14.3
)
950.3
87.3
(0.5
)
6.2
—
93.0
(13.8
)
—
(1.0
)
0.8
(14.0
)
0.9
—
—
(0.8
)
0.1
1.0
—
(6.5
)
—
(5.5
)
75.4
(0.5
)
(1.3
)
—
73.6
(18.8
)
0.2
0.8
—
(17.8
)
56.6
(0.3
)
(0.5
)
—
55.8
—
—
(0.3
)
—
(0.3
)
$
56.6
$
(0.3
)
$
(0.8
)
$
—
$
55.5
Table of Contents
($, €, £, and RM in millions other than per share amounts)
March 31, 2011
Guarantor
Non-Guarantor
Consolidating
Spirit
Subsidiaries
Subsidiaries
Adjustments
Total
$
272.9
$
—
$
38.0
$
—
$
310.9
295.8
3.3
122.9
(136.6
)
285.4
2,464.4
58.5
129.6
—
2,652.5
57.5
—
—
—
57.5
25.0
—
2.2
—
27.2
3,115.6
61.8
292.7
(136.6
)
3,333.5
1,012.6
311.2
156.0
—
1,479.8
174.3
—
3.9
—
178.2
279.9
—
—
(279.9
)
—
35.5
—
—
—
35.5
283.7
80.0
33.8
(291.4
)
106.1
$
4,901.6
$
453.0
$
486.4
$
(707.9
)
$
5,133.1
$
426.3
$
63.4
$
128.4
$
(136.6
)
$
481.5
186.5
0.4
12.1
—
199.0
13.1
—
0.9
—
14.0
7.2
—
2.5
—
9.7
115.9
—
—
—
115.9
289.8
—
7.2
—
297.0
—
4.3
1.3
—
5.6
6.2
—
5.3
—
11.5
1,045.0
68.1
157.7
(136.6
)
1,134.2
1,155.5
80.0
162.1
(211.4
)
1,186.2
671.6
—
—
—
671.6
74.5
—
—
—
74.5
—
92.8
35.0
—
127.8
25.8
—
2.7
—
28.5
117.9
—
15.5
(80.0
)
53.4
—
—
—
—
—
1.1
—
—
—
1.1
0.4
—
—
—
0.4
986.0
210.7
69.2
(279.9
)
986.0
(59.4
)
—
(7.0
)
—
(66.4
)
883.2
1.4
50.7
—
935.3
1,811.3
212.1
112.9
(279.9
)
1,856.4
—
—
0.5
—
0.5
1,811.3
212.1
113.4
(279.9
)
1,856.9
$
4,901.6
$
453.0
$
486.4
$
(707.9
)
$
5,133.1
Table of Contents
($, €, £, and RM in millions other than per share amounts)
December 31, 2010
Guarantor
Non-Guarantor
Consolidating
Spirit
Subsidiaries
Subsidiaries
Adjustments
Total
$
416.1
$
—
$
65.5
$
—
$
481.6
180.6
6.6
96.4
(83.4
)
200.2
2,368.0
15.9
124.0
—
2,507.9
46.7
—
0.9
—
47.6
55.0
—
2.4
—
57.4
3,066.4
22.5
289.2
(83.4
)
3,294.7
1,018.0
302.0
150.0
—
1,470.0
169.5
—
2.9
—
172.4
279.9
—
—
(279.9
)
—
55.0
—
—
—
55.0
285.4
80.0
34.7
(290.2
)
109.9
$
4,874.2
$
404.5
$
476.8
$
(653.5
)
$
5,102.0
$
394.1
$
14.4
$
118.4
$
(83.4
)
$
443.5
169.9
—
20.8
—
190.7
27.3
—
2.3
—
29.6
7.2
—
2.3
—
9.5
169.4
—
—
—
169.4
295.6
—
7.0
—
302.6
—
3.9
1.2
—
5.1
9.7
—
4.7
—
14.4
1,073.2
18.3
156.7
(83.4
)
1,164.8
1,157.3
80.0
160.2
(210.2
)
1,187.3
655.2
—
—
—
655.2
72.5
—
—
—
72.5
—
94.2
34.2
—
128.4
26.4
—
2.6
—
29.0
116.1
—
17.8
(80.0
)
53.9
—
—
—
—
—
1.1
—
—
—
1.1
0.3
—
—
—
0.3
983.6
210.7
69.2
(279.9
)
983.6
(62.1
)
—
(13.2
)
—
(75.3
)
850.6
1.3
48.8
—
900.7
1,773.5
212.0
104.8
(279.9
)
1,810.4
—
—
0.5
—
0.5
1,773.5
212.0
105.3
(279.9
)
1,810.9
$
4,874.2
$
404.5
$
476.8
$
(653.5
)
$
5,102.0
Table of Contents
($, €, £, and RM in millions other than per share amounts)
For the Three Months Ended March 31, 2011
Guarantor
Non-Guarantor
Consolidating
Spirit
Subsidiaries
Subsidiaries
Adjustments
Total
$
(118.7
)
$
12.5
$
(21.9
)
$
—
$
(128.1
)
(21.6
)
(12.5
)
(7.4
)
—
(41.5
)
0.1
—
0.2
—
0.3
(21.5
)
(12.5
)
(7.2
)
—
(41.2
)
(2.1
)
—
(0.1
)
—
(2.2
)
(1.2
)
—
1.2
—
—
0.3
—
—
—
0.3
(3.0
)
—
1.1
—
(1.9
)
—
—
0.5
—
0.5
(143.2
)
—
(27.5
)
—
(170.7
)
416.1
—
65.5
—
481.6
$
272.9
$
—
$
38.0
$
—
$
310.9
Table of Contents
($, €, £, and RM in millions other than per share amounts)
For the Three Months Ended April 1, 2010
Guarantor
Non-Guarantor
Consolidating
Spirit
Subsidiaries
Subsidiaries
Adjustments
Total
$
(99.6
)
$
4.4
$
(15.0
)
$
—
$
(110.2
)
(22.5
)
(44.6
)
(2.1
)
—
(69.2
)
(41.6
)
—
—
41.6
—
—
—
(0.8
)
—
(0.8
)
(64.1
)
(44.6
)
(2.9
)
41.6
(70.0
)
(1.9
)
—
(0.1
)
—
(2.0
)
15.0
—
(15.0
)
—
—
—
40.2
1.4
(41.6
)
—
13.1
40.2
(13.7
)
(41.6
)
(2.0
)
—
—
(0.2
)
—
(0.2
)
(150.6
)
—
(31.8
)
—
(182.4
)
317.1
—
51.9
—
369.0
$
166.5
$
—
$
20.1
$
—
$
186.6
Table of Contents
($, €, £, and RM in millions other than per share amounts)
Table of Contents
Table of Contents
Table of Contents
Three Months
Three Months
Percentage
Ended
Ended
Change to Prior
March 31, 2011
April 1, 2010
Year
($ in millions)
$
1,049.6
$
1,043.3
1
%
928.0
901.1
3
%
39.0
39.3
(1
%)
13.0
9.9
31
%
69.6
93.0
(25
%)
(20.9
)
(14.0
)
49
%
0.1
0.1
0
%
1.5
(5.5
)
127
%
50.3
73.6
(32
%)
(15.3
)
(17.8
)
(14
%)
35.0
55.8
(37
%)
(0.4
)
(0.3
)
33
%
$
34.6
$
55.5
(38
%)
Three Months
Three Months
Ended
Ended
Model
March 31, 2011
April 1, 2010
93
94
4
3
5
3
16
21
6
5
124
126
103
102
18
25
6
1
127
128
8
5
259
259
(1)
Previously included Hawker Beechcraft products only. Now includes Spirit deliveries associated with business and regional jets.
Table of Contents
Three Months
Three Months
Ended
Ended
Prime Customer
March 31, 2011
April 1, 2010
(Dollars in millions)
$
881.4
$
903.8
116.0
102.7
52.2
36.8
$
1,049.6
$
1,043.3
Table of Contents
Three Months Ended
Three Months Ended
March 31, 2011
April 1, 2010
($ in millions)
$
528.0
$
516.2
273.0
274.4
244.9
248.9
3.7
3.8
$
1,049.6
$
1,043.3
$
47.0
$
75.9
40.8
33.6
17.4
18.9
—
0.3
105.2
128.7
(35.1
)
(35.0
)
(0.5
)
(0.7
)
$
69.6
$
93.0
(1)
Net of $28.2 forward-loss recorded in the first quarter of
2011 for the Sikorsky CH-53K
program.
Table of Contents
For the Three Months Ended
March 31, 2011
April 1, 2010
($ in millions)
$
34.6
$
55.5
41.0
26.7
(203.7
)
(192.4
)
(128.1
)
(110.2
)
(41.2
)
(70.0
)
(1.9
)
(2.0
)
0.5
(0.2
)
(170.7
)
(182.4
)
481.6
369.0
$
310.9
$
186.6
Table of Contents
Table of Contents
Table of Contents
Table of Contents
•
our ability to continue to grow our business and execute our growth strategy, including
the timing and execution of new programs;
•
our ability to perform our obligations and manage costs related to our new commercial and
business aircraft development programs and the related recurring production;
•
potential reduction in the build rates of certain Boeing aircraft including, but not
limited to, the B737 program, the B747 program, the B767 program, the B777 program, and build rates of the Airbus A320 and A380 programs, which could be
negatively impacted by continuing weakness in the global economy and economic challenges
facing commercial airlines, and by a lack of business and consumer confidence and the impact
of continuing instability in the global financial and credit markets, including, but not
limited to, sovereign debt concerns in Europe;
•
the inability to resolve significant claims with Boeing related to non-recurring and
recurring costs on the B787 program;
•
declining business jet manufacturing rates and customer cancellations or deferrals as a
result of the weakened global economy;
•
the success and timely execution of key milestones such as certification and delivery of
Boeing’s new B787 and Airbus’ new A350 XWB (Xtra Wide-Body) aircraft programs, including
first flight for the Airbus A350 XWB, receipt of necessary regulatory approvals and customer
adherence to their announced schedules;
•
our ability to enter into supply arrangements with additional customers and 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;
•
competition from original equipment manufacturers and other aerostructures suppliers;
•
the effect of governmental laws, such as U.S. export control laws and anti-bribery laws
such as the Foreign Corrupt Practices Act, environmental laws and agency regulations, both
in the U.S. and abroad;
•
the cost and availability of raw materials and purchased components;
•
our ability to successfully extend or renegotiate our primary collective bargaining
contracts with our labor unions;
•
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;
Table of Contents
•
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 and the possibility that we may be unable to
borrow funds or refinance debt;
•
our exposure under our existing senior secured revolving credit facility to higher
interest payments should interest rates increase substantially;
•
the effectiveness of our interest rate and foreign currency hedging programs;
•
the outcome or impact of ongoing or future litigation and regulatory actions; and
•
our exposure to potential product liability and warranty claims.
Table of Contents
Table of Contents
•
the destruction of our suppliers’ facilities or their distribution infrastructure;
•
a work stoppage or strike by our suppliers’ employees;
•
the failure of our suppliers to provide materials of the requisite quality or in compliance with specifications;
•
the failure of essential equipment at our suppliers’ plants;
•
the failure of our suppliers to satisfy U.S. and international import and export control laws for goods that we
purchase from such suppliers;
•
the failure of suppliers to meet regulatory standards;
•
the failure, shortage or delays in the delivery of raw materials to our suppliers;
•
contractual amendments and disputes with our suppliers; and
•
inability of suppliers to perform as a result of the weakened global economy or otherwise.
Table of Contents
Article I.
Exhibit
Number
Section 1.01 Exhibit
Consulting Agreement, effective January 1,
2011, between Spirit AeroSystems, Inc. and
Ronald C. Brunton.
Spirit AeroSystems Holdings, Inc. Amended and Restated Deferred Compensation Plan, As Amended.
Certification of Chief Executive Officer
pursuant to Section 302 of Sarbanes-Oxley
Act of 2002.
Certification of Chief Financial Officer
pursuant to Section 302 of Sarbanes-Oxley
Act of 2002.
Certification of Chief Executive Officer
pursuant to Section 906 of Sarbanes-Oxley
Act of 2002.
Certification of Chief Financial Officer
pursuant to Section 906 of Sarbanes-Oxley
Act of 2002.
XBRL Instance Document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase
Document.
XBRL Taxonomy Extension Definition Linkbase
Document.
XBRL Taxonomy Extension Label Linkbase
Document.
XBRL Taxonomy Extension Presentation
Linkbase Document.
*
Filed herewith
**
Furnished herewith
Table of Contents
Signature
Title
Date
/s/ Philip D. Anderson
Senior Vice President and Chief
Financial
Officer (Principal
Financial Officer)
May 6, 2011
-1-
-2-
| SPIRIT AEROSYSTEMS, INC. | ||||||||
|
|
||||||||
|
By:
|
/s/ Gloria Farha Flentje
|
/s/ Ronald Brunton
|
||||||
| Name: Gloria Farha Flentje | ||||||||
| Title: Senior Vice President of Corporate | ||||||||
| Administration and Human Resources | ||||||||
|
|
“Company” | “Consultant” | ||||||
-3-
|
ARTICLE I — PURPOSE
|
1 | |||
|
|
||||
|
Section 1.01. Purpose
|
1 | |||
|
|
||||
|
ARTICLE II — DEFINITIONS
|
1 | |||
|
|
||||
|
Section 2.01. Affiliated Company(ies)
|
1 | |||
|
Section 2.02. Beneficiary or Beneficiaries
|
2 | |||
|
Section 2.03. Board of Directors
|
2 | |||
|
Section 2.04. Code
|
2 | |||
|
Section 2.05. Committee
|
2 | |||
|
Section 2.06. Company
|
2 | |||
|
Section 2.07. Deferred Compensation Account
|
2 | |||
|
Section 2.08. Employee
|
2 | |||
|
Section 2.09. Employer
|
3 | |||
|
Section 2.10. Participant
|
3 | |||
|
Section 2.11. Plan
|
3 | |||
|
Section 2.12. Plan Year
|
3 | |||
|
Section 2.13. Separation from Service
|
3 | |||
|
Section 2.14. Sole Discretion
|
3 | |||
|
Section 2.15. Specified Employee
|
3 | |||
|
Section 2.16. Termination For Cause
|
4 | |||
|
|
||||
|
ARTICLE III — PARTICIPATION
|
4 | |||
|
|
||||
|
Section 3.01. Participation
|
4 | |||
|
Section 3.02. Salary Reduction Agreements
|
5 | |||
|
|
||||
|
ARTICLE IV — DEFERRED COMPENSATION ACCOUNT
|
5 | |||
|
|
||||
|
Section 4.01. Deferred Compensation Account
|
5 | |||
|
Section 4.02. Increases and Decreases in Account
|
6 | |||
|
Section 4.03. Statement of Account
|
7 | |||
|
|
||||
|
ARTICLE V — BENEFITS
|
7 | |||
|
|
||||
|
Section 5.01. General
|
7 | |||
|
Section 5.02. Beneficiary Designations
|
7 |
- i -
|
Section 5.03. Payment
|
7 | |||
|
|
||||
|
ARTICLE VI — CONDITIONS PRECEDENT
|
8 | |||
|
|
||||
|
Section 6.01. Conditions Precedent
|
8 | |||
|
|
||||
|
ARTICLE VII — SOURCE OF BENEFITS
|
10 | |||
|
|
||||
|
Section 7.01. Source of Benefits
|
10 | |||
|
Section 7.02. Multiple Employers
|
10 | |||
|
|
||||
|
ARTICLE VIII — ADMINISTRATION
|
11 | |||
|
|
||||
|
Section 8.01. Committee
|
11 | |||
|
Section 8.02. Reliance on Certificates, etc.
|
11 | |||
|
|
||||
|
ARTICLE IX — AMENDMENT AND TERMINATION
|
12 | |||
|
|
||||
|
Section 9.01. Amendment
|
12 | |||
|
Section 9.02. Termination
|
12 | |||
|
|
||||
|
ARTICLE X — RESTRICTIONS ON ALIENATION
|
12 | |||
|
|
||||
|
Section 10.01. Restrictions on Alienation
|
12 | |||
|
|
||||
|
ARTICLE XI — CLAIMS PROCEDURES
|
13 | |||
|
|
||||
|
Section 11.01. Claims
|
13 | |||
|
Section 11.02. Claims Review
|
13 | |||
|
Section 11.03. Appeal of Claim Denial
|
13 | |||
|
Section 11.04. Review on Appeal
|
14 | |||
|
Section 11.05. Litigation of Claim
|
14 | |||
|
|
||||
|
ARTICLE XII — MISCELLANEOUS
|
14 | |||
|
|
||||
|
Section 12.01. Effective Date
|
14 | |||
|
Section 12.02. No Guarantee of Interests
|
15 | |||
|
Section 12.03. Payments Net of Withholding
|
15 | |||
|
Section 12.04. Binding on Successors
|
15 | |||
|
Section 12.05. Adoption by Other Employers
|
15 | |||
|
Section 12.06. Minors and Incompetents
|
15 | |||
|
Section 12.07. Erroneous Payments
|
15 | |||
|
Section 12.08. Headings
|
15 | |||
|
Section 12.09. Notices
|
15 | |||
|
Section 12.10. Severability
|
16 | |||
|
Section 12.11. No Contract of Employment
|
16 |
- ii -
|
Section 12.12. Certain Limitations
|
16 | |||
|
Section 12.13. Governing Law
|
16 | |||
|
Section 12.14. Nonexclusivity of the Plan
|
16 | |||
|
Section 12.15. Changes in Time or Form of Distribution
|
16 | |||
|
Section 12.16. No Acceleration
|
17 |
- iii -
- 1 -
| A. | A “Salary Reduction Account” created to hold Employee salary reduction contributions; | ||
| B. | A “Supplemental Benefit Account” created to hold certain benefits under the Supplemental Benefit Plan for Employees of The Boeing Company the liability for which was assumed by Spirit AeroSystems, Inc. pursuant to that certain Asset Purchase Agreement by and between The Boeing Company and Mid-Western Aircraft Systems, Inc., dated as of February 22, 2005 (the “Asset Purchase Agreement”); | ||
| C. | An “Employer Match Account” created to hold Employer matching contributions; and | ||
| D. | An “Employer Discretionary Contribution Account” created to hold Employer discretionary contributions. |
- 2 -
- 3 -
| A. | Eligibility . The Committee shall have the unrestricted right and power, which may be exercised in its Sole Discretion at any time and from time to time, to designate Employees who are eligible to participate in this Plan. The Committee also shall have the right, in its Sole Discretion, to terminate an individual’s future participation in this Plan. If an individual’s participation in this Plan is terminated, the Participant (or Beneficiary, in the event of death) shall be entitled to receive the Participant’s Deferred Compensation Account balance at the time and in the manner determined under Article V. | ||
| B. | Designation of a Specified Time . Each Employee who has been designated as eligible to participate in the Plan may, within 30 days after first becoming eligible to participate in the Plan, designate, in the form and manner established by the Committee, a specified time to be used for purposes of applying the terms and provisions of Section 5.03, which designation shall become a part of this Plan. The time so designated must be more than one year after the date on which the Committee receives the Participant’s written designation. A Participant’s designation pursuant to this Section 3.01.B. shall be irrevocable once made; provided , however , that, subject to the provisions of Section 12.15 hereof, a Participant may make a written request to the Committee to change the Participant’s designation hereunder to a later date, and the Committee may, in its Sole Discretion, grant such request. | ||
| If a Participant fails to designate a specified time hereunder within 30 days after first becoming eligible to participate in the Plan, benefits for such Participant shall not commence under the Plan until the Participant incurs a Separation from Service (or, in the case of a Specified Employee, 6 months after such Separation from Service). |
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| A. | Employee Contributions . The amount of compensation that a Participant elects to defer under the Plan pursuant to a salary-reduction agreement entered into in accordance with Section 3.02 hereof shall be credited to the Participant’s Salary Reduction Account. | ||
| B. | Transferred Amounts . The amount of benefits with respect to a Participant (if any) under the Supplemental Benefit Plan for Employees of The Boeing Company the liability for which was assumed by Spirit AeroSystems, Inc. pursuant to the Asset Purchase Agreement shall be credited to the Participant’s Supplemental Benefit Account. |
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| C. | Employer Matching Contributions . For each Participant who enters into a salary-reduction agreement, the Employer may contribute a matching contribution to the Participant’s Employer Match Account in such amount and at such time as the Employer may determine, in its Sole Discretion. | ||
| D. | Employer Discretionary Contributions . The Employer may contribute amounts to a Participant’s Employer Discretionary Contribution Account at such times and in such amounts as the Employer determines, in its Sole Discretion. |
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| A. | The Participant covenants and agrees that at all times during the Participant’s employment and while the Participant is receiving payment of amounts credited to the Participant’s Employer Match Account and/or Employer Discretionary Contribution Account hereunder, the Participant will not, without the prior written consent of the Company, directly or indirectly own, manage, operate, control, be employed by, invest in (excluding any passive investment in a publicly traded entity of 5% or less), advise, consult with, or |
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| in any way be connected with the ownership, management, operation, or control of any business engaged, in whole or in part, in any business competitive with any type of business engaged in by the Employer. | |||
| B. | The Participant covenants and agrees that at all times during the Participant’s employment and while the Participant is receiving payment of amounts credited to the Participant’s Employer Match Account and/or Employer Discretionary Contribution Account hereunder, the Participant will not, without the prior written consent of the Company, (i) directly or indirectly induce customers or business affiliates (the “Customer”) of the Employer to patronize any business competitive to that of the Employer; (ii) directly or indirectly induce or solicit any employee of the Employer to terminate employment; (iii) canvas, solicit or accept any similar business from any Customer of the Employer; (iv) directly or indirectly request or advise any Customer of the Employer to withdraw, curtail or cancel such Customer’s business with the Employer; or (v) directly or indirectly disclose to any other person, firm or corporation the names and addresses of the Customers of the Employer. | ||
| C. | The Participant acknowledges that as a key member of management or highly compensated key employee he has or will acquire valuable and confidential skills, information, trade secrets and relationships with respect to and on behalf of the Employer (sometimes hereinafter referred to as “confidential information”). As a consequence of the foregoing, the Participant occupies a position of trust and confidence. In view of the foregoing and in consideration of the amounts to be paid to the Participant from the Participant’s Employer Match Account and/or Employer Discretionary Contribution Account hereunder, the Participant agrees that the Participant will not reveal any of the confidential information to any person who is not an employee or agent of the Employer, except as necessary in the ordinary course of the Employer’s business or as required by law. Each Participant acknowledges that the Employer will suffer irreparable injury if the Participant discloses any confidential information. | ||
| D. | The Participant represents, acknowledges and agrees that the restrictions set forth herein are reasonable in all respects and waives objection to each and every restriction set forth above and covenants not to institute any suit or proceeding or otherwise advance any position to the contrary. In the event of a breach or threatened breach of the terms of this Section, any amounts credited to the Participant’s Employer Match Account and Employer Discretionary Contribution Account shall not be paid, and the Participant (and his Beneficiary) shall not be entitled to any further benefits from such accounts under this Plan. The foregoing shall be in addition to any other remedy the Employer may have for breach of the provisions of this Section or any other agreement, and nothing herein contained shall prohibit the Employer from pursuing any remedies available to it at law or in equity. |
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| E. | If a Participant incurs a Separation from Service that is a Termination For Cause, no amounts credited to the Participant’s Employer Match Account and Employer Discretionary Contribution Account shall be payable hereunder. In the event a Participant (or the Participant’s Beneficiary) has received any payment of amounts credited to the Participant’s Employer Match Account or Employer Discretionary Contribution Account and the Committee determines, in its Sole Discretion, that the Participant’s employment could have been terminated in a Termination For Cause had sufficient information been available at the time Participant terminated employment, no further payments of such amounts shall be made hereunder, and the Participant (or Participant’s Beneficiary) shall, within five business days of demand by the Company, pay to the Company an amount equal to the amount of all such payments received under the Plan. The determination of whether Participant has incurred a Separation from Service that is a Termination For Cause (or could have been terminated in a Termination For Cause had sufficient information been available) shall be determined by the Committee in its Sole Discretion. | ||
| F. | The determination of whether a Participant has violated the terms of this Section 6.01 shall be determined by the Committee in its Sole Discretion, and the conditions set forth in this Section 6.01 shall survive termination of the Plan for any reason. Each Participant expressly agrees that the provisions of this Section 6.01 shall be applied without regard to whether the Participant’s employment is voluntarily or involuntarily terminated. |
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| A. | Determine in its Sole Discretion the eligibility of any individual to participate in the Plan; | ||
| B. | Make discretionary interpretations regarding the terms of the Plan and make factual findings with respect to any issue arising under the Plan, including, but not limited to, the power to determine whether an individual is eligible to participate in the Plan or receive benefits under the Plan and whether an individual has incurred a Separation from Service, with its interpretation to be final and conclusive; | ||
| C. | Compute the amounts payable for any Participant or other person in accordance with the provisions of the Plan, determine the manner and time for making such payments in accordance with the provisions of the Plan, and determine and authorize the person or persons to whom such payments will be paid; | ||
| D. | Receive and review claims for benefits and render decisions respecting such claims under the Plan; | ||
| E. | Make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of this Plan; | ||
| F. | Appoint such agents, specialists, legal counsel, accountants, consultants, or other persons as the Committee deems advisable to assist in administering the Plan; and | ||
| G. | Maintain all records of the Plan. |
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| A. | The specific reason or reasons for the denial; | ||
| B. | Specific reference to pertinent Plan provisions on which the denial is based; | ||
| C. | A description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation of why such material or information is necessary; and | ||
| D. | An explanation of the claim review procedure set forth in Sections 11.03 and 11.04 below (including a statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination). |
| A. | The claimant shall have the opportunity to submit written comments, documents, records, and other information relating to the claim to the Committee; and |
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| B. | The claimant shall be provided, upon request and free of charge, reasonable access to and copies of, all documents, records, and other relevant information relating to the claim for benefits. |
| A. | The specific reason or reasons for the adverse determination; | ||
| B. | Specific reference to pertinent plan provisions on which the benefit determination is based; and | ||
| C. | A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and | ||
| D. | A statement of the claimant’s right to bring an action under ERISA Section 502(a). |
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| A. | Such election shall not take effect until at least 12 months after the date on which the election is made; | ||
| B. | In the case of an election related to distribution or payment on account of Separation from Service or reaching a specified time, the first payment with |
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| respect to which the election is made must be deferred for a period of not less than 5 years from the date such payment otherwise would have been made; and | |||
| C. | In the case of an election related to a distribution or payment on account of reaching a specified time, the election shall not be made less than 12 months before the date of the first scheduled payment with respect to such distribution. |
|
SPIRIT AEROSYSTEMS HOLDINGS, INC.
|
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
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|
SPIRIT AEROSYSTEMS HOLDINGS, INC.
|
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| /s/ Jeffrey L. Turner | ||||
| Jeffrey L. Turner | ||||
| President and Chief Executive Officer | ||||
| /s/ Philip D. Anderson | ||||
| Philip D. Anderson | ||||
| Senior Vice President and Chief Financial Officer | ||||
| /s/ Jeffrey L. Turner | ||||
| Jeffrey L. Turner | ||||
| President and Chief Executive Officer | ||||
| /s/ Philip D. Anderson | ||||
| Philip D. Anderson | ||||
| Senior Vice President and Chief Financial Officer | ||||