UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 2012
Or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-33160
Spirit AeroSystems Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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20-2436320 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
3801 South Oliver
Wichita, Kansas 67210
(Address of principal executive offices and zip code)
Registrants telephone number, including area code:
(316) 526-9000
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 29, 2012, the registrant had outstanding 119,656,840 shares of class A common stock, $0.01 par value per share, and 24,026,372 shares of class B common stock, $0.01 par value per share.
PART I FINANCIAL INFORMATION
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Page |
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7 |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
45 |
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61 |
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62 |
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62 |
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62 |
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62 |
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63 |
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64 |
Spirit AeroSystems Holdings, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
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For the Three
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For the Nine
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September 27,
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September 29,
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September 27,
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September 29,
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($ in millions, except per share data) |
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Net revenues |
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$ |
1,365.3 |
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$ |
1,129.7 |
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$ |
3,972.1 |
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$ |
3,644.9 |
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Operating costs and expenses |
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Cost of sales |
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1,746.7 |
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963.0 |
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3,994.6 |
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3,245.6 |
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Selling, general and administrative |
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40.6 |
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38.4 |
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125.9 |
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118.5 |
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Impact from severe weather event |
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(218.8 |
) |
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(164.3 |
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Research and development |
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7.3 |
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7.8 |
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21.6 |
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27.1 |
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Total operating costs and expenses |
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1,575.8 |
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1,009.2 |
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3,977.8 |
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3,391.2 |
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Operating (loss) income |
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(210.5 |
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120.5 |
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(5.7 |
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253.7 |
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Interest expense and financing fee amortization |
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(16.2 |
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(19.0 |
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(62.6 |
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(61.6 |
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Interest income |
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0.1 |
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0.2 |
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Other income (expense), net |
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4.1 |
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(1.6 |
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3.4 |
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(Loss) income before income taxes and equity in net loss of affiliates |
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(222.6 |
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99.9 |
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(64.8 |
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192.3 |
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Income tax benefit (provision) |
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88.3 |
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(32.4 |
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39.4 |
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(59.6 |
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(Loss) income before equity in net loss of affiliates |
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(134.3 |
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67.5 |
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(25.4 |
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132.7 |
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Equity in net loss of affiliates |
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(0.1 |
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(0.2 |
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(0.5 |
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(0.7 |
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Net (loss) income |
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$ |
(134.4 |
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$ |
67.3 |
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$ |
(25.9 |
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$ |
132.0 |
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Earnings per share |
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Basic |
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$ |
(0.94 |
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$ |
0.48 |
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$ |
(0.18 |
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$ |
0.93 |
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Diluted |
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$ |
(0.94 |
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$ |
0.47 |
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$ |
(0.18 |
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$ |
0.93 |
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See notes to condensed consolidated financial statements (unaudited)
Spirit AeroSystems Holdings, Inc.
Condensed Consolidated Statements of Comprehensive (Loss) Income
(unaudited)
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For the Three
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For the Nine
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September 27,
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September 29,
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September 27,
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September 29,
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($ in millions) |
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Net (loss) income |
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$ |
(134.4 |
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$ |
67.3 |
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$ |
(25.9 |
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$ |
132.0 |
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Changes in other comprehensive income, net of tax: |
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Unrealized (loss) on interest rate swaps, net of tax effect of zero and $1.5 for each of the three months ended and $0.5, $2.5 for each of the nine months ended, respectively |
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(2.6 |
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(0.9 |
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(4.2 |
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Less: reclassification adjustment for loss realized in net income, net of tax effect of zero and $0.5 for each of the three months ended and $1.2, $2.9 for each of the nine months ended, respectively |
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0.7 |
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1.9 |
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4.7 |
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Net unrealized (loss) gain on interest rate swaps |
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(1.9 |
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1.0 |
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0.5 |
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Unrealized gain (loss) on foreign currency hedge contracts, net of tax effect of zero and $0.1 for each of the three months ended and zero and $0.2 for each of the nine months ended, respectively |
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(0.3 |
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0.5 |
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Less: reclassification adjustment for loss realized in net income, net of tax effect of zero for each of the three months ended and zero for each of the nine months ended, respectively |
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0.1 |
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0.1 |
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0.1 |
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Less: reclassification adjustment for loss realized in net other assets, net of tax effect of zero for each of the three months ended and zero and $0.4 for each of the nine months ended, respectively |
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0.7 |
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Net unrealized gain (loss) on foreign currency hedge contracts |
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0.1 |
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(0.3 |
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0.1 |
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1.3 |
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Pension, SERP, and Retiree medical adjustments, net of tax effect of $0.1 for each of the three months ended and $0.3, $0.2 for each of the nine months ended, respectively |
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0.2 |
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0.1 |
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0.6 |
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0.2 |
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Unrealized foreign exchange gain (loss) on intercompany loan, net of tax effect of $0.7, $0.5 for each of the three months ended and $0.7, $0.1 for each of the nine months ended, respectively |
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2.2 |
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(1.2 |
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2.2 |
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0.3 |
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Foreign currency translation adjustments |
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5.9 |
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(3.2 |
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5.9 |
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0.5 |
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Total comprehensive (loss) income |
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$ |
(126.0 |
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$ |
60.8 |
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$ |
(16.1 |
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$ |
134.8 |
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See notes to condensed consolidated financial statements (unaudited)
Spirit AeroSystems Holdings, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
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September 27, |
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December 31, |
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2012 |
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2011 |
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($ in millions) |
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Current assets |
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Cash and cash equivalents |
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$ |
221.7 |
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$ |
177.8 |
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Accounts receivable, net |
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514.6 |
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267.2 |
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Insurance receivable - severe weather event |
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129.9 |
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Inventory, net |
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2,368.6 |
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2,630.9 |
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Deferred tax asset - current |
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62.1 |
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52.2 |
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Other current assets |
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43.7 |
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27.7 |
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Total current assets |
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3,340.6 |
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3,155.8 |
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Property, plant and equipment, net |
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1,657.0 |
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1,615.7 |
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Pension assets |
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138.3 |
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118.8 |
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Deferred tax asset - non-current, net |
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145.1 |
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55.7 |
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Other assets |
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92.5 |
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96.4 |
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Total assets |
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$ |
5,373.5 |
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$ |
5,042.4 |
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Current liabilities |
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Accounts payable |
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$ |
652.6 |
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$ |
559.4 |
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Accrued expenses |
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213.2 |
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200.8 |
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Profit sharing |
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25.1 |
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23.5 |
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Current portion of long-term debt |
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10.7 |
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48.9 |
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Advance payments, short-term |
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62.3 |
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8.8 |
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Deferred revenue, short-term |
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23.2 |
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28.5 |
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Deferred grant income liability - current |
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6.9 |
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6.1 |
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Other current liabilities |
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43.2 |
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37.5 |
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Total current liabilities |
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1,037.2 |
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913.5 |
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Long-term debt |
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1,168.4 |
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1,152.0 |
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Advance payments, long-term |
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846.1 |
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655.9 |
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Pension/OPEB obligation |
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89.2 |
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84.2 |
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Deferred grant income liability - non-current |
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118.1 |
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121.8 |
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Deferred revenue and other deferred credits |
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31.8 |
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34.7 |
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Other liabilities |
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121.0 |
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115.6 |
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Equity |
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Preferred stock, par value $0.01, 10,000,000 shares authorized, no shares issued |
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Common stock, Class A par value $0.01, 200,000,000 shares authorized, 119,518,290 and 118,560,926 shares issued, respectively |
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1.2 |
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1.2 |
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Common stock, Class B par value $0.01, 150,000,000 shares authorized, 24,132,748 and 24,304,717 shares issued, respectively |
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0.2 |
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0.2 |
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Additional paid-in capital |
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1,009.0 |
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995.9 |
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Accumulated other comprehensive loss |
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(116.4 |
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(126.2 |
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Retained earnings |
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1,067.2 |
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1,093.1 |
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Total shareholders equity |
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1,961.2 |
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1,964.2 |
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Noncontrolling interest |
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0.5 |
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0.5 |
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Total equity |
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1,961.7 |
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1,964.7 |
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Total liabilities and equity |
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$ |
5,373.5 |
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$ |
5,042.4 |
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See notes to condensed consolidated financial statements (unaudited)
Spirit AeroSystems Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
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For the Nine |
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For the Nine |
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Months Ended |
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Months Ended |
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September 27, 2012 |
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September 29, 2011 |
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($ in millions) |
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Operating activities |
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Net (loss) income |
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$ |
(25.9 |
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$ |
132.0 |
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Adjustments to reconcile net income to net cash provided by (used in) operating activities |
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Depreciation expense |
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113.6 |
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97.0 |
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Amortization expense |
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3.8 |
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3.6 |
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Amortization of deferred financing fees |
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13.1 |
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7.0 |
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Accretion of customer supply agreement |
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0.1 |
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Employee stock compensation expense |
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12.0 |
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8.6 |
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Excess tax benefit of share-based payment arrangements |
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(1.2 |
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(1.2 |
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Loss from discontinued hedge accounting on interest rate swaps |
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2.2 |
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Loss from the ineffectiveness of hedge contracts |
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0.2 |
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(Gain) loss from foreign currency transactions |
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(5.9 |
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1.2 |
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Loss on disposition of assets |
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5.8 |
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0.8 |
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Deferred taxes |
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(100.6 |
) |
16.0 |
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Long-term tax provision |
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1.3 |
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8.9 |
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Pension and other post retirement benefits, net |
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(7.0 |
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(7.4 |
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Grant income |
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(4.1 |
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(4.0 |
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Equity in net loss of affiliates |
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0.5 |
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0.7 |
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Changes in assets and liabilities |
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Accounts receivable |
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(242.5 |
) |
(127.9 |
) |
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Inventory, net |
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272.6 |
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(61.1 |
) |
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Accounts payable and accrued liabilities |
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109.7 |
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89.5 |
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Profit sharing/deferred compensation |
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1.6 |
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4.2 |
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Advance payments |
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243.7 |
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(158.7 |
) |
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Income taxes receivable/payable |
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(38.3 |
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29.2 |
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Deferred revenue and other deferred credits |
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(7.3 |
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(265.1 |
) |
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Insurance receivable for severe weather related expenses (see Note 3) |
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(129.9 |
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Insurance proceeds for investing purposes - severe weather event (see Note 3) |
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(7.0 |
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Other |
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25.0 |
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50.9 |
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Net cash provided by (used in) operating activities |
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235.5 |
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(175.8 |
) |
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Investing activities |
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Purchase of property, plant and equipment |
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(163.5 |
) |
(164.2 |
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Purchase of property, plant and equipment - severe weather event (see Note 3) |
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(7.0 |
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Insurance proceeds for investing purposes - severe weather event (see Note 3) |
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7.0 |
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Proceeds from sale of assets |
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1.3 |
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0.4 |
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Other |
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(1.2 |
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Net cash (used in) investing activities |
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(163.4 |
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(163.8 |
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Financing activities |
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Proceeds from revolving credit facility |
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170.0 |
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Payments on revolving credit facility |
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(170.0 |
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Proceeds from issuance of debt |
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547.3 |
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Principal payments of debt |
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(567.0 |
) |
(5.3 |
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Excess tax benefit of share-based payment arrangements |
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1.2 |
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1.2 |
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Debt issuance and financing costs |
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(11.3 |
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Net cash (used in) financing activities |
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(29.8 |
) |
(4.1 |
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Effect of exchange rate changes on cash and cash equivalents |
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1.6 |
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0.4 |
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Net increase (decrease) in cash and cash equivalents for the period |
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43.9 |
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(343.3 |
) |
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Cash and cash equivalents, beginning of period |
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177.8 |
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481.6 |
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Cash and cash equivalents, end of period |
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$ |
221.7 |
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$ |
138.3 |
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Supplemental information |
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Non-cash investing and financing activities |
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Property acquired through capital leases |
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$ |
2.6 |
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$ |
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Financing obligations |
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$ |
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|
$ |
12.5 |
|
See notes to condensed consolidated financial statements (unaudited)
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
1. Organization and Basis of Interim Presentation
Spirit AeroSystems Holdings, Inc. (Holdings or the Company) was incorporated in the state of Delaware on February 7, 2005, and commenced operations on June 17, 2005 through the acquisition of The Boeing Companys (Boeing) operations in Wichita, Kansas, Tulsa, Oklahoma and McAlester, Oklahoma (the Boeing Acquisition). Holdings provides manufacturing and design expertise in a wide range of products and services for aircraft original equipment manufacturers and operators through its subsidiary, Spirit AeroSystems, Inc. (Spirit). Onex Corporation (Onex) of Toronto, Canada and certain of its affiliates maintain majority voting power of Holdings. In April 2006, Holdings acquired the aerostructures division of BAE Systems (Operations) Limited (BAE Aerostructures), which builds structural components for Airbus, a division of the European Aeronautic Defense and Space NV (Airbus) and Boeing. Prior to this acquisition, Holdings sold essentially all of its production to Boeing. Since Spirits incorporation, the Company has expanded its customer base to include Sikorsky, Rolls-Royce, Gulfstream, Bombardier, Mitsubishi Aircraft Corporation, Southwest Airlines, Continental Airlines, and American Airlines. The Company has its headquarters in Wichita, Kansas, with manufacturing facilities in Tulsa and McAlester, Oklahoma; Prestwick, Scotland; Wichita and Chanute, Kansas; Kinston, North Carolina and Subang, Malaysia. The Company also has an assembly plant for the A350 XWB aircraft in Saint-Nazaire, France.
The Company is the majority participant in the Kansas Industrial Energy Supply Company (KIESC), a tenancy-in-common with other Wichita companies established to purchase natural gas.
The Company participates in two joint ventures, Spirit-Progresstech LLC (Spirit-Progresstech) and Taikoo Spirit AeroSystems Composite Co. Ltd. (TSACCL), of which Spirits ownership interest is 50.0% and 31.5%, respectively. Spirit-Progresstech provides aerospace engineering support services and TSACCL was formed to develop and implement a state-of-the-art composite and metal bond component repair station in the Asia-Pacific region.
The accompanying unaudited interim condensed consolidated financial statements include the Companys financial statements and the financial statements of its majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the instructions to Form 10-Q and Article 10 of Regulation S-X. The year-end condensed balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. Investments in business entities in which the Company does not have control, but has the ability to exercise influence over operating and financial policies, including Spirit-Progresstech and TSACCL, are accounted for under the equity method. KIESC is fully consolidated as the Company owns 77.8% of the entitys equity. All intercompany balances and transactions have been eliminated in consolidation. The Companys U.K. subsidiary uses local currency, the British pound, as its functional currency; the Malaysian subsidiary uses the British pound and our Singapore subsidiary uses the Singapore dollar. All other foreign subsidiaries and branches use the U.S. dollar as their functional currency.
As part of the monthly consolidation process, our international entities that have functional currencies other than the U.S. dollar are translated to U.S. dollars using the end-of-month translation rate for balance sheet accounts and average period currency translation rates for revenue and income accounts.
In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of operations for the interim periods. The results of operations for the nine months ended September 27, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. Certain reclassifications have been made to the prior year financial statements and notes to conform to the 2012 presentation. In connection with the preparation of the condensed consolidated financial statements, the Company evaluated subsequent events through the date the financial statements were issued. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on February 23, 2012 (the 2011 Form 10-K).
2. Change in Estimate
The Companys long-term contract estimates are based on estimated contract revenues and related costs over the Companys current contract blocks. Estimated contract revenues are generally not subject to significant revisions as most of the Companys contracts are fixed price and known at the inception of the contract, however, the contract cost elements of these estimates change frequently as the programs mature and that has historically been the primary driver of changes in our estimates. Contract costs are estimated based on actual costs incurred to date and an estimate of remaining costs over the current contract block which can extend for multiple years. During the early phases of our development contracts, the future cost estimates are subject to significant variability and are based on numerous assumptions and judgments and require management to use its historical experience on similar programs until aircraft programs are type certified; low rate production is achieved; production processes mature, supply chain partners are contracted; and unit costs stabilize which typically results in assumptions that costs will improve over the life of the contract block. This learning curve concept is typical in our industry, however, the level of design change and time spent in low rate production that was anticipated when we initially established these curves has been significantly exceeded as original delivery schedules have been delayed and engineering changes continued. During the third quarter of 2012 a combination of events occurred that resulted in changes in estimates on several development programs resulting in forward losses being recorded on some of these programs. Following is a summary of events that occurred during the third quarter of 2012 that resulted in revisions of estimates on certain programs.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Performance Issues-Tulsa Facility
The Companys Tulsa facility has significant work content on three of the development programs (B787, G280, G650). The multiple complex development programs at this facility have created various performance issues that have resulted in previous changes to our contract estimates on these development programs.
The performance issues at the Tulsa facility were magnified in the third quarter of 2012 when the Company implemented a recovery plan which would bring the Company current on the delivery schedule for its B787 wing components. The Company began implementing the recovery plan during late July 2012 which resulted in the addition of significant additional resources to meet delivery schedules. As the Company was implementing the recovery plan, it became clear during the third quarter estimation process that the remediation would have a significant impact on the future cost curves due to significant amounts of additional headcount and disruption.
Type Certification
On September 4th and 7th 2012, Gulfstream received type certification on the G280 and G650 aircraft. These type certifications impact three of the Companys development programs, G280, G650 and BR725 (the engine nacelle on the G650). Type certification is a significant program milestone for commercial aerospace products as it represents the airworthiness authoritys approval of the completion and functionality of engineering design and the ability of the aircraft to enter into service, and leads directly to the commencement of full rate production. However, following type certification the ability to redesign for cost is significantly less if no derivative aircraft design is planned. We currently have no plans for derivative models, making redesign for cost improvements difficult after type certification.
The pace of cost improvements was not keeping up with projected learning curves particularly related to redesign opportunities and as all three programs are preparing to enter full rate production, we revised our estimates to reflect higher costs.
Decision on Work Package Transfers
Given certain challenges of new programs at the Companys Kinston, NC site and the fact that our newest facility in Chanute was in the process of multiple work package transfers during the third quarter, the Company decided to delay the transfer of any additional work packages into these facilities. Overall, this had a significant impact on the BR725 program and the timing of anticipated cost reduction from the planned transfer of work content to lower-cost facilities.
Finalization of supplier contracts
During the early phases of our development programs, the Company will frequently procure small quantities of required sub-assemblies and parts from our suppliers. This practice generally forces us to pay higher unit prices for these sub-assemblies and parts, but allows us flexibility in evaluating supplier performance and quality as well as address design changes that frequently occur during the early phases of these development programs. Once design changes subside, we will generally contract on a longer-term basis with our suppliers, which allows us to experience more favorable supply chain pricing.
The Company has been successful in negotiating lower costs with suppliers on most of these development programs; however, these costs are not as low as original estimates. This pressure on supply chain cost runs across all of our development programs. As Boeing and Airbus have increased production rates on existing commercial programs, our suppliers have limited capacity to deal with even modest rate increases on our business jet programs. In addition, the capacity constraint in our supply base has prevented us from off-loading to the supply chain certain work we currently perform in-house. As a result of higher current costs which have exceeded estimates and recent negotiations with suppliers, the Company has revised supplier costs across several of the development programs.
Due to these and other events, for the three months ended September 27, 2012, we recorded forward loss charges of $184.0 million on the Boeing 787, $162.5 million on the Gulfstream G650, $151.0 million on the Rolls-Royce BR725, $88.1 million on the Gulfstream G280, $2.4 million on the Airbus A350 XWB non-recurring wing and $2.4 million on the Boeing 747-8 wing programs. These amounts are recorded on the condensed consolidated balance sheet as forward loss provisions within Inventory.
Our consolidated net adjustments for costs related to these changes in estimates decreased operating profit, before income taxes, by approximately $590.4 and $610.3 for the three and nine months ended September 27, 2012, respectively. These adjustments decreased net earnings by approximately $407.4 ($2.90 per share) and $421.1 ($3.01 per share) for the three and nine months ended September 27, 2012, respectively.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
3 . Impact from Severe Weather Event
On April 14, 2012, during a severe weather event, the Companys Wichita, Kansas facility, which includes its headquarters and manufacturing facilities for all Boeing models as well as operations for maintenance, repair and overhaul support and services (MRO), was hit by a tornado which caused significant damage to many buildings, disrupted utilities and resulted in complete suspension of production for eight days. The Companys work-in-process and production equipment generally remained intact, and the Company resumed production on April 23, 2012, although some inefficiencies continued thereafter as a result of the damage and repair efforts.
As of September 27, 2012, the Company had received a total of $105.0 in partial insurance payments based on estimated losses incurred as a result of the April 14, 2012 tornado. In accordance with its credit agreement, the Company provided a certificate to its lenders indicating that all net proceeds received in connection with the destruction caused by the April 14th tornado would be used for repair, replacement or restoration at the Wichita facility.
On October 19, 2012, the Company reached an agreement with its insurers on a final settlement for all claims relating to the April 14, 2012 severe weather event. Under the terms of this settlement the insurers agreed to pay to the Company $234.9 (including payments previously made) to resolve all property damage, clean-up and recovery costs related to the severe weather event as well as all expenses incurred to make up for the interruption of production and to reduce further disruptions. Under the settlement agreement, the Company assumes all risk involving the severe weather event on April 14, 2012. As of September 27, 2012, the insurers had agreed that payment of the claim was due to Spirit. As the amount of the claim became certain, the Company deemed it appropriate to include the settlement amount in the financial statements for the third quarter. The Company expects to receive non-refundable payments of the settlement amount (less $105.0 in cash advance payments already received during the second quarter of 2012) from its insurers prior to December 31, 2012.
The condensed consolidated balance sheet for September 27, 2012 includes $129.9 in Insurance receivable severe weather event for the amounts due from the insurers under the terms of the settlement agreement.
For the three months ended September 27, 2012, the Company recorded a net gain of $218.8 under severe weather event, which represents the settlement amount of $234.9 less current period charges of $16.1. For the nine months ended September 27, 2012, the Company recorded a net gain of $164.3 under severe weather event, which represents the settlement amount of $234.9 less cumulative charges of $70.6. Future expenditures will be recorded as incurred. The Companys estimate of these future expenditures will likely change as the Company evaluates different repair and build-back options.
During the three months and nine months ended September 27, 2012, the Company recorded an impairment charge of $0.2 for certain assets that were destroyed during the severe weather event. Any future impairment charges are expected to be immaterial.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
4. New Accounting Pronouncements
As of September 27, 2012, there have been no material changes to our significant accounting policies as described in our 2011 Form 10-K.
In July 2012, the FASB issued Accounting Standards Update No. 2012-02, IntangiblesGoodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (FASB ASU 2012-02). The amendment in this update permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, IntangiblesGoodwill and OtherGeneral Intangibles Other than Goodwill . The provisions of FASB ASU 2012-02 are effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of the provisions of FASB ASU 2012-02 is not expected to have a material impact on the Companys consolidated financial statements.
In December 2011, the FASB issued Accounting Standards Update 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (FASB ASU 2011-12). The amendments in this update defer certain changes in FASB ASU 2011-05 that relate to the presentation of reclassification adjustments of items out of accumulated other comprehensive income. The provisions of FASB ASU 2011-12 were effective for annual and interim periods beginning after December 15, 2011. The adoption of the provisions of FASB ASU 2011-12 did not have a material impact on the Companys consolidated financial statements.
In December 2011, the FASB issued Accounting Standards Update 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (FASB ASU 2011-11). The amendments in this update will require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The intention is to enhance required disclosures by improving information about financial instruments and derivative instruments that are either offset in accordance with FASB guidance or are subject to an enforceable master netting arrangement; irrespective of whether they are offset in accordance with FASB guidance. The provisions of FASB ASU 2011-11 will be effective for annual reporting periods beginning on or after January 1, 2013. The adoption of the provisions of FASB ASU 2011-11 is not expected to have a material impact on the Companys consolidated financial statements.
In May 2011, the FASB issued Accounting Standards Update 2011-04, Fair Value Measurements (Topic 820)Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs , (FASB ASU 2011-04). This update will require disclosures regarding transfers between Level 1 and Level 2 of the fair value hierarchy, disclosures about the sensitivity of a fair value measurement categorized within Level 3 of the fair value hierarchy, and the categorization by level of the fair value hierarchy for items that are not measured at fair value in the statement of financial position, but for which the fair value of such items is required to be disclosed. The provisions of FASB ASU 2011-04 are effective for interim and annual periods beginning after December 15, 2011. The adoption of the provisions of FASB ASU 2011-04 did not have a material impact on the Companys consolidated financial statements.
5. Accounts Receivable, net
Accounts receivable, net consists of the following:
|
|
September 27, |
|
December 31, |
|
||
|
|
2012 |
|
2011 |
|
||
Trade receivables (1)(2) |
|
$ |
501.8 |
|
$ |
258.0 |
|
Other |
|
17.1 |
|
10.6 |
|
||
Less: allowance for doubtful accounts |
|
(4.3 |
) |
(1.4 |
) |
||
Accounts receivable, net |
|
$ |
514.6 |
|
$ |
267.2 |
|
(1) Includes unbilled receivables of $30.1 and $17.4 at September 27, 2012 and December 31, 2011, respectively.
(2) Includes $56.7 and $39.7 held in retainage by customers at September 27, 2012 and December 31, 2011, respectively.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Accounts receivable, net includes unbilled receivables on long-term aerospace contracts, comprised principally of revenue recognized on contracts for which amounts were earned but not contractually billable as of the balance sheet date, or amounts earned in which the recovery will occur over the term of the contract, which could exceed one year.
On May 3, 2012, one of our customers, Hawker Beechcraft, filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. Subsequent to the bankruptcy filing, the Company reserved the remaining balance of its $3.5 receivable from Hawker.
6. Inventory
Inventories are summarized as follows:
|
|
September 27, |
|
December 31, |
|
||
|
|
2012 |
|
2011 |
|
||
Raw materials |
|
$ |
260.9 |
|
$ |
236.9 |
|
Work-in-process |
|
2,097.9 |
|
1,800.0 |
|
||
Finished goods |
|
34.7 |
|
40.8 |
|
||
Product inventory |
|
2,393.5 |
|
2,077.7 |
|
||
Capitalized pre-production |
|
549.5 |
|
553.2 |
|
||
Forward loss provision |
|
(574.4 |
) |
|
|
||
Total inventory, net |
|
$ |
2,368.6 |
|
$ |
2,630.9 |
|
Capitalized pre-production costs include certain contract costs, including applicable overhead, incurred before a product is manufactured on a recurring basis. Significant unfunded statement of work changes can also cause pre-production costs to be incurred. These costs are typically recovered over a certain number of ship set deliveries and the Company believes these amounts will be fully recovered.
Work-in-process inventory includes deferred production costs for the excess of production costs over the estimated average cost per ship set, and credit balances for favorable variances on contracts between actual costs incurred and the estimated average cost per ship set for units delivered under the current production blocks. Recovery of excess-over-average deferred production costs is dependent on the number of ship sets ultimately sold and the ultimate selling prices and lower production costs associated with future production under these contract blocks. The Company believes these amounts will be fully recovered. Sales significantly under estimates or costs significantly over estimates could result in the realization of losses on these contracts in future periods.
Non-recurring production costs include design and engineering costs and test articles.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Inventories are summarized by platform and costs below:
|
|
September 27, 2012 |
|
|||||||||||||||
|
|
Inventory |
|
Capitalized Pre-
|
|
Deferred
|
|
Non-Recurring |
|
Forward Loss
|
|
Total Inventory, net
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
B747 |
|
$ |
94.3 |
|
$ |
6.9 |
|
$ |
23.2 |
|
$ |
2.0 |
|
(5.1 |
) |
$ |
121.3 |
|
B787 |
|
240.0 |
|
196.9 |
|
578.5 |
|
27.8 |
|
(184.0 |
) |
859.2 |
|
|||||
Boeing - All other platforms |
|
423.7 |
|
4.7 |
|
(36.9 |
) |
47.0 |
|
|
|
438.5 |
|
|||||
A350 |
|
140.5 |
|
56.9 |
|
124.2 |
|
39.8 |
|
(8.9 |
) |
352.5 |
|
|||||
Airbus - All other platforms |
|
93.5 |
|
|
|
17.4 |
|
|
|
|
|
110.9 |
|
|||||
G280 |
|
76.8 |
|
5.5 |
|
77.8 |
|
|
|
(98.8 |
) |
61.3 |
|
|||||
G650 |
|
38.0 |
|
224.9 |
|
274.2 |
|
|
|
(162.5 |
) |
374.6 |
|
|||||
Rolls-Royce (1) |
|
16.9 |
|
53.7 |
|
44.5 |
|
|
|
(115.1 |
) |
|
|
|||||
Sikorsky |
|
|
|
|
|
|
|
7.6 |
|
|
|
7.6 |
|
|||||
Aftermarket |
|
44.1 |
|
|
|
|
|
|
|
|
|
44.1 |
|
|||||
Other platforms (2) |
|
(4.9 |
) |
|
|
|
|
3.5 |
|
|
|
(1.4 |
) |
|||||
Total |
|
$ |
1,162.9 |
|
$ |
549.5 |
|
$ |
1,102.9 |
|
$ |
127.7 |
|
(574.4 |
) |
$ |
2,368.6 |
|
|
|
December 31, 2011 |
|
||||||||||||||||
|
|
Inventory |
|
Capitalized Pre-
|
|
Deferred
|
|
Non-
|
|
Total Inventory,
|
|
|
Cumulative Forward
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
B747 |
|
$ |
88.8 |
|
$ |
5.5 |
|
$ |
31.8 |
|
$ |
10.8 |
|
136.9 |
|
|
$ |
(18.3 |
) |
B787 |
|
210.3 |
|
210.5 |
|
533.2 |
|
17.1 |
|
971.1 |
|
|
|
|
|||||
Boeing - All other platforms |
|
428.2 |
|
2.1 |
|
6.9 |
|
20.5 |
|
457.7 |
|
|
|
|
|||||
A350 |
|
96.6 |
|
36.2 |
|
|
|
41.4 |
|
174.2 |
|
|
(3.0 |
) |
|||||
Airbus - All other platforms |
|
84.0 |
|
|
|
11.5 |
|
|
|
95.5 |
|
|
|
|
|||||
G280 |
|
42.9 |
|
|
|
37.2 |
|
|
|
80.1 |
|
|
(177.6 |
) |
|||||
G650 |
|
93.1 |
|
240.9 |
|
167.1 |
|
|
|
501.1 |
|
|
|
|
|||||
Rolls-Royce (3) |
|
12.1 |
|
58.0 |
|
25.5 |
|
|
|
95.6 |
|
|
|
|
|||||
Sikorsky |
|
|
|
|
|
|
|
17.5 |
|
17.5 |
|
|
(29.0 |
) |
|||||
Aftermarket |
|
43.1 |
|
|
|
|
|
|
|
43.1 |
|
|
|
|
|||||
Other platforms (2) |
|
56.3 |
|
|
|
|
|
1.8 |
|
58.1 |
|
|
|
|
|||||
Total |
|
$ |
1,155.4 |
|
$ |
553.2 |
|
$ |
813.2 |
|
$ |
109.1 |
|
2,630.9 |
|
|
$ |
(227.9 |
) |
(1) Forward loss provision of $151.0 recorded in the third quarter of 2012 exceeded the total program inventory balance. The excess of the charge over program inventory is classified as a contract liability of $35.9 which will be reduced as additional inventory is generated. This contract liability is reported in other current liabilities.
(2) Includes over-applied and under-applied overhead.
(3) Net of $58.0 reclassification of Rolls-Royce non-recurring inventory to pre-production, to conform to current year presentation.
(4) Forward loss charges taken through December 31, 2011 were reflected within capitalized pre-production and inventory for the respective programs. The balances of each inventory classification are shown as the net amounts with the forward loss provisions shown only for purposes of comparability.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
The following is a roll forward of the capitalized pre-production costs included in the inventory balance at September 27, 2012:
Balance, December 31, 2011 (1) |
|
$ |
553.2 |
|
Charges to costs and expenses |
|
(32.4 |
) |
|
Capitalized costs |
|
28.7 |
|
|
Balance, September 27, 2012 |
|
$ |
549.5 |
|
(1) Net of $58.0 reclassification of Rolls-Royce non-recurring inventory to pre-production, to conform to current year presentation.
The following is a roll forward of the deferred production costs included in the inventory balances at September 27, 2012:
Balance, December 31, 2011 |
|
$ |
813.2 |
|
Charges to costs and expenses |
|
(160.8 |
) |
|
Capitalized costs |
|
447.9 |
|
|
Exchange rate |
|
2.6 |
|
|
Balance, September 27, 2012 |
|
$ |
1,102.9 |
|
Significant amortization of capitalized pre-production and deferred production inventory will occur over the following contract blocks:
|
|
Contract Block
|
|
|
Orders (1) |
|
|
|
|
|
|
|
|
B747-8 |
|
56 |
|
|
81 |
|
B787 |
|
500 |
|
|
812 |
|
A350 XWB |
|
400 |
|
|
558 |
|
G280 |
|
250 |
|
|
49 |
|
G650 |
|
350 |
|
|
89 |
|
Rolls-Royce |
|
350 |
|
|
75 |
|
(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 units delivered.
Current block deliveries are as follows:
|
|
Current Block
|
|
|
|
|
|
B747-8 |
|
48 |
|
B787 |
|
84 |
|
A350 XWB |
|
2 |
|
Business/Regional jets (1) |
|
98 |
|
(1) Excludes Hawker deliveries as the block closed in early 2012.
Contract block quantity is projected to fully absorb the balance of deferred production inventory. Capitalized pre-production and deferred production inventories are at risk to the extent that we do not achieve the orders in the forecasted blocks, as those categories of inventory are recoverable over future deliveries. In the case of capitalized pre-production this may be over multiple blocks. Should orders not materialize in future periods to fulfill the block, potential forward loss charges may be necessary to the extent the final delivered quantity does not absorb deferred inventory costs.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
7. Property, Plant and Equipment, net
Property, plant and equipment, net consists of the following:
|
|
September 27, |
|
December 31, |
|
||
|
|
2012 |
|
2011 |
|
||
Land |
|
$ |
17.7 |
|
$ |
17.0 |
|
Buildings (including improvements) |
|
444.8 |
|
431.5 |
|
||
Machinery and equipment |
|
903.1 |
|
849.3 |
|
||
Tooling |
|
710.5 |
|
665.0 |
|
||
Capitalized software |
|
158.2 |
|
118.7 |
|
||
Construction-in-progress |
|
206.6 |
|
204.0 |
|
||
Total |
|
2,440.9 |
|
2,285.5 |
|
||
Less: accumulated depreciation |
|
(783.9 |
) |
(669.8 |
) |
||
Property, plant and equipment, net |
|
$ |
1,657.0 |
|
$ |
1,615.7 |
|
Interest costs associated with construction-in-progress are capitalized until the assets are completed and ready for use. Capitalized interest was $1.9 and $1.7 for the three months ended September 27, 2012 and September 29, 2011, respectively, and $5.8 and $4.7 for the nine months ended September 27, 2012 and September 29, 2011, respectively. Repair and maintenance costs are expensed as incurred. The Company recognized repair and maintenance costs, excluding the impact of the severe weather event, of $27.4 and $26.1 for the three months ended September 27, 2012 and September 29, 2011, respectively, and $74.0 and $77.1 for the nine months ended September 27, 2012 and September 29, 2011, respectively.
We capitalize certain costs, such as software coding, installation and testing, that are incurred to purchase or to create and implement internal use computer software in accordance with FASB authoritative guidance pertaining to capitalization of costs for internal-use software. Depreciation expense related to capitalized software was $4.8 for each of the three month periods ended September 27, 2012 and September 29, 2011, and $13.7 and $14.0 for the nine months ended September 27, 2012 and September 29, 2011, respectively.
Spirit reviews capital and amortizing intangible assets (long-lived assets) for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with FASB authoritative guidance on accounting for the impairment or disposal of long-lived assets. Due to charges taken for the three months ended September 27, 2012, we evaluated the long-lived assets at our locations and determined no impairment was necessary.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
8. Other Assets
Other assets are summarized as follows:
|
|
September 27, |
|
December 31, |
|
||
|
|
2012 |
|
2011 |
|
||
Intangible assets |
|
|
|
|
|
||
Patents |
|
$ |
2.0 |
|
$ |
2.0 |
|
Favorable leasehold interests |
|
9.7 |
|
9.7 |
|
||
Customer relationships |
|
28.1 |
|
26.8 |
|
||
Total intangible assets |
|
39.8 |
|
38.5 |
|
||
Less: Accumulated amortization-patents |
|
(1.2 |
) |
(1.1 |
) |
||
Accumulated amortization-favorable leasehold interest |
|
(4.6 |
) |
(4.2 |
) |
||
Accumulated amortization-customer relationships |
|
(22.8 |
) |
(19.3 |
) |
||
Intangible assets, net |
|
11.2 |
|
13.9 |
|
||
Deferred financing |
|
|
|
|
|
||
Deferred financing costs |
|
75.3 |
|
64.0 |
|
||
Less: Accumulated amortization-deferred financing costs |
|
(48.1 |
) |
(35.0 |
) |
||
Deferred financing costs, net |
|
27.2 |
|
29.0 |
|
||
Other |
|
|
|
|
|
||
Fair value of derivative instruments |
|
|
|
0.6 |
|
||
Goodwill - Europe |
|
2.9 |
|
2.9 |
|
||
Equity in net assets of affiliates |
|
5.0 |
|
4.5 |
|
||
Customer supply agreement (1) |
|
39.9 |
|
39.8 |
|
||
Other |
|
6.3 |
|
5.7 |
|
||
Total |
|
$ |
92.5 |
|
$ |
96.4 |
|
(1) 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.
The Company recognized $1.0 and $1.1 of amortization expense of intangibles for the three months ended September 27, 2012 and September 29, 2011, respectively, and $3.1 and $3.2 for the nine months ended September 27, 2012 and September 29, 2011, respectively.
9. Research and Development Milestones
Milestone payments. Milestone payments are recognized as revenue when milestones are deemed to be substantive and are achieved. A substantive milestone is one that is based on successful performance by the Company and not solely contingent upon the passage of time or performance by another party. Milestone payments collected in advance that have significant future performance obligations are presented as advance payments or deferred revenue, and are recognized when the milestone is achieved.
As part of our ongoing participation in the B787-9 program, we received research and development milestone payments of $22.1 and $27.3 for the three month and nine month periods ended September 27, 2012, respectively. Revenue and cost associated with the performance of the research and development are included in program revenue and costs. We expect to receive additional payments related to research and development on this program. These additional payments remain un-negotiated as of September 27, 2012.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
10. Advance Payments and Deferred Revenue/Credits
Advance payments. Advance payments are those payments made to Spirit by third parties in contemplation of the future performance of services, receipt of goods, incurrence of expenditures, or for other assets to be provided by Spirit on a contract and are repayable if such obligation is not satisfied. The amount of advance payments to be recovered against units expected to be delivered within a year is classified as a short-term liability, with the balance of the unliquidated advance payments classified as a long-term liability.
In March 2012, we signed a Memorandum of Agreement with Airbus providing for us to receive advance payments in 2012. The advance payments will be offset against the recurring price of A350 XWB ship sets invoiced by Spirit at a rate of $1.25 per ship set. We received $50.0 and $250.0 in the three and nine month periods ended September 27, 2012, respectively.
Deferred revenue/credits. Deferred revenue/credits generally consist of nonrefundable amounts received in advance of revenue being earned for specific contractual deliverables. These payments are classified as deferred revenue/credits when received and recognized as revenue as the production units are delivered.
Advance payments and deferred revenue/credits are summarized by platform as follows:
|
|
September 27, |
|
December 31, |
|
||
|
|
2012 |
|
2011 |
|
||
B737 |
|
$ |
21.9 |
|
$ |
23.6 |
|
B747-8 |
|
|
|
0.2 |
|
||
B787 |
|
630.8 |
|
629.1 |
|
||
A350 XWB |
|
251.5 |
|
22.9 |
|
||
Airbus All other platforms |
|
7.0 |
|
7.4 |
|
||
Gulfstream |
|
30.1 |
|
35.6 |
|
||
Other |
|
22.1 |
|
9.1 |
|
||
Total advance payments and deferred revenue/credits |
|
$ |
963.4 |
|
$ |
727.9 |
|
11. Government Grants
We received grants in the form of government funding for a portion of the site construction and other specific capital asset cost at our Kinston, North Carolina and Subang, Malaysia sites. Deferred grant income is being amortized as a reduction to production cost. This amortization is based on specific terms associated with the different grants. In North Carolina, the deferred grant income related to the capital investment criteria, which represents half of the grant, is being amortized over the lives of the assets purchased to satisfy the capital investment performance criteria. The other half of the deferred grant income is being amortized over a ten-year period in a manner consistent with the job performance criteria. In Malaysia, the deferred grant income is being amortized based on the lives of the eligible assets constructed with the grant funds as there are no performance criteria. As of September 27, 2012, the value recorded within property, plant and equipment related to the use of grant funds in North Carolina and Malaysia was $147.4 prior to amortization, including foreign exchange rate changes.
Deferred grant income liability consists of the following:
Balance, December 31, 2011 |
|
$ |
127.9 |
|
Grant income recognized |
|
(4.5 |
) |
|
Exchange rate |
|
1.6 |
|
|
Total deferred grant income liability, September 27, 2012 |
|
$ |
125.0 |
|
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
The asset related to the deferred grant income consists of the following:
Beginning Balance, December 31, 2011 |
|
$ |
128.3 |
|
Depreciation |
|
(3.8 |
) |
|
Exchange rate |
|
1.6 |
|
|
Total asset value related to deferred grant income, September 27, 2012 |
|
$ |
126.1 |
|
12. Fair Value Measurements
FASBs authoritative guidance on fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance discloses three levels of inputs that may be used to measure fair value:
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.
Level 2 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.
Level 3 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.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
|
|
Fair Value Measurements |
|
|||||||||||||||||
|
|
September 27, 2012 |
|
At September 27, 2012 using |
|
|||||||||||||||
Description |
|
Total Carrying
|
|
Assets
|
|
Liabilities
|
|
Quoted Prices in
|
|
Significant
|
|
Significant
|
|
|||||||
Money Market Fund |
|
$ |
151.1 |
|
$ |
151.1 |
|
$ |
|
|
$ |
151.1 |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest Rate Swaps |
|
$ |
(4.7 |
) |
$ |
|
|
$ |
(4.7 |
) |
$ |
|
|
$ |
(4.7 |
) |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Foreign Currency Hedge Contracts |
|
$ |
0.1 |
|
$ |
0.1 |
|
$ |
|
|
$ |
|
|
$ |
0.1 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Fair Value Measurements |
|
|||||||||||||||||
|
|
December 31, 2011 |
|
At December 31, 2011 using |
|
|||||||||||||||
Description |
|
Total Carrying
|
|
Assets
|
|
Liabilities
|
|
Quoted Prices in
|
|
Significant
|
|
Significant
|
|
|||||||
Money Market Fund |
|
$ |
75.3 |
|
$ |
75.3 |
|
$ |
|
|
$ |
75.3 |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest Rate Swaps |
|
$ |
(4.8 |
) |
$ |
|
|
$ |
(4.8 |
) |
$ |
|
|
$ |
(4.8 |
) |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Foreign Currency Hedge Contracts |
|
$ |
(0.4 |
) |
$ |
1.2 |
|
$ |
(1.6 |
) |
$ |
|
|
$ |
(0.4 |
) |
$ |
|
|
|
The fair value of the interest rate swaps and foreign currency hedge contracts are determined by using mark-to-market reports generated for each derivative and evaluated for counterparty risk. In the case of the interest rate swaps, the Company evaluated its counterparty risk using credit default swaps, historical default rates and credit spreads.
The Companys long-term debt consists of a senior secured term loan, senior unsecured notes, and the Malaysian term loan. The estimated fair value of our debt obligations is based on the quoted market prices for such obligations or the historical default rate for debt with similar credit ratings. The following table presents the carrying amount and estimated fair value of long-term debt in accordance with FASB authoritative guidance on fair value measurements related to disclosures of financial instruments:
|
|
September 27, 2012 |
|
December 31, 2011 |
|
||||||||
|
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
|
||||
Senior secured term loan (including current portion) |
|
$ |
546.0 |
|
$ |
553.4 |
(1) |
$ |
561.9 |
|
$ |
560.1 |
(1) |
Senior unsecured notes due 2017 |
|
295.4 |
|
324.8 |
(1) |
294.9 |
|
325.5 |
(1) |
||||
Senior unsecured notes due 2020 |
|
300.0 |
|
330.0 |
(1) |
300.0 |
|
317.9 |
(1) |
||||
Malaysian loan |
|
13.9 |
|
13.0 |
(2) |
16.1 |
|
14.1 |
(2) |
||||
Total |
|
$ |
1,155.3 |
|
$ |
1,221.2 |
|
$ |
1,172.9 |
|
$ |
1,217.6 |
|
(1) Level 1 Fair Value hierarchy
(2) Level 2 Fair Value hierarchy
See Note 13, Investments for fair value disclosure on government and corporate debt securities.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
13. Derivative and Hedging Activities
The Company enters into interest rate swap agreements to reduce its exposure to the variable rate portion of its long-term debt. The Company also enters into foreign currency hedge contracts to reduce the risks associated with the changes in foreign exchange rates on sales and cost of sales denominated in currencies other than the entities functional currency. Any gains or losses on the hedges are included in earnings when the underlying transaction that was hedged occurs. The Company does not use these contracts for speculative or trading purposes. On the inception date, the Company designates a derivative contract as either a fair value or cash flow hedge in accordance with FASB guidance on accounting for derivatives and hedges and links the contract to either a specific asset or liability on the balance sheet, or to forecasted commitments or transactions. The Company formally documents the hedging relationship between the hedging instrument and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge, the nature of the risk being hedged, how the hedging instruments effectiveness in offsetting the hedged risk will be assessed and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedges inception and on a quarterly basis, whether the derivative item is effective in offsetting changes in fair value or cash flows.
Changes in the fair value of derivative instruments considered to be effective hedges are reported in other comprehensive income, net of tax. In the case of interest rate swaps, amounts are subsequently reclassified into interest expense as a yield adjustment of the hedged interest payments in the same period in which the related interest affects earnings. If the actual interest rate on the fixed rate portion of debt is less than LIBOR, the monies received are recorded as an offset to interest expense. Conversely, if the actual interest rate on the fixed rate portion of debt is greater than LIBOR, then the Company pays the difference, which is recorded to interest expense. Reclassifications of the amounts related to the foreign currency hedge contracts are recorded to earnings in the same period in which the underlying transaction occurs. Any change in the fair value resulting from ineffectiveness is immediately recognized in earnings.
The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. The Company has applied these valuation techniques as of September 27, 2012 and believes it has obtained the most accurate information available for the types of derivative contracts it holds. The Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions, which are expected to be able to fully perform under the terms of the agreement.
The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item; the derivative expires or is sold, terminated or exercised; the derivative is no longer designated as a hedging instrument because it is unlikely that a forecasted transaction will occur; or management determines that the designation of the derivative as a hedging instrument is no longer appropriate. When hedge accounting is discontinued, the Company continues to carry the derivative instrument on the balance sheet at its fair value with subsequent changes in fair value included in earnings, and gains and losses that were accumulated in other comprehensive income are recognized immediately in earnings to the extent the forecasted transaction is not expected to occur, or when the underlying transaction settles.
To the extent that derivative instruments do not qualify for hedge accounting treatment, the changes in fair market value of the instruments are reported in the results of operations for the current period. As a result of the senior secured Credit Agreement entered into on April 18, 2012, the interest rate swaps no longer qualify for hedge accounting while LIBOR is below the LIBOR floor of 75 basis points under the Credit Agreement. Amounts in other comprehensive income for interest rate swaps as of April 18, 2012 remain in other comprehensive income and will be amortized over the remaining tenor of the interest rate swaps.
The Company enters into master netting arrangements for its derivatives to mitigate the credit risk of financial instruments.
The Companys hedge agreements do not include provisions requiring collateral. The Company has certain derivative instruments covered by master netting arrangements whereby, in the event of a default as defined by the senior secured credit facility or termination event, the non-defaulting party has the right to offset any amounts payable against any obligation of the defaulting party under the same counterparty agreement.
The entire asset classes of the Company, including hedges, are pledged as collateral for both the term loan and the revolving credit facility under the Companys senior secured credit facility (see Note 15, Debt).
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Interest Rate Swaps
We enter into floating-to-fixed interest rate swap agreements periodically. As of September 27, 2012, the interest rate swap agreements had notional amounts totaling $325.0.
|
|
|
|
|
|
|
|
Effective |
|
Fair Value, |
|
||
Notional Amount |
|
Expires |
|
Variable Rate |
|
Fixed Rate (1) |
|
Fixed Rate (2) |
|
September 27, 2012 |
|
||
$ |
50 |
|
March 2013 |
|
1 Month LIBOR |
|
0.72 |
% |
N/A |
|
$ |
(0.1 |
) |
$ |
50 |
|
June 2013 |
|
1 Month LIBOR |
|
0.84 |
% |
N/A |
|
$ |
(0.2 |
) |
$ |
225 |
|
July 2014 |
|
1 Month LIBOR |
|
1.37 |
% |
N/A |
|
$ |
(4.4 |
) |
|
|
|
|
|
|
|
|
Total |
|
$ |
(4.7 |
) |
(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) As of September 27, 2012 the interest rate swaps are no longer effective and therefore the effective fixed rate is not applicable.
The purpose of entering into these swaps was to reduce the Companys exposure to variable interest rates. The interest rate swaps settle on a monthly basis when interest payments are made. These settlements occur through the maturity date. The interest rate swaps are being accounted for as cash flow hedges in accordance with FASB authoritative guidance. The fair value of the interest rate swaps was a liability (unrealized loss) of ($4.7) at September 27, 2012 and ($4.8) at December 31, 2011.
Foreign Currency Forward Contracts
Spirits wholly-owned subsidiary Spirit AeroSystems (Europe) Limited (Spirit Europe) has certain sales, expenses, assets and liabilities that are denominated in British pounds sterling. However, certain sales of Spirit Europes products and some procurement costs are denominated in U.S. dollars and Euros. As a consequence, movements in exchange rates could cause net sales and our expenses to fluctuate, affecting our profitability and cash flows. In addition, even when revenues and expenses are matched, we must translate British pound sterling denominated results of operations, assets and liabilities for our foreign subsidiaries to U.S. dollars in our consolidated financial statements. Consequently, increases and decreases in the value of the U.S. dollar as compared to the British pound sterling will affect our reported results of operations and the value of our assets and liabilities on our consolidated balance sheet, even if our results of operations or the value of those assets and liabilities has not changed in its original currency. These transactions could significantly affect the comparability of our results between financial periods and/or result in significant changes to the carrying value of our assets, liabilities and shareholders equity.
We use foreign currency hedge contracts to reduce our exposure to currency exchange rate fluctuations, which include hedging contracts to hedge U.S. dollar revenue from certain customers. The objective of these contracts is to minimize the impact of currency exchange rate movements on our operating results. The hedges are being accounted for as cash flow hedges in accordance with FASB authoritative guidance. Gains and losses from these cash flow hedges are recorded to other comprehensive income until the underlying transaction for which the hedge was placed occurs and then the value in other comprehensive income is reclassified to earnings. The exception to the aforementioned treatment of realized gains/losses involves certain cash payments to Airbus, payable in British pounds sterling which were hedged, and this amount in other comprehensive income was reclassified into other assets when the underlying transaction occurred and will be amortized over the first A350 XWB contract block. The fair value of the forward contracts was a net asset of less than $0.1 as of September 27, 2012.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Notional Amount
|
|
September 27, 2012 |
|
December 31, 2011 |
|
||||||||
Year |
|
USD
|
|
Foreign
|
|
USD
|
|
Foreign
|
|
||||
2012 |
|
$ |
(1.1 |
) |
£ |
0.7 |
|
$ |
(9.0 |
) |
£ |
5.6 |
|
2013 |
|
|
|
|
|
|
|
(0.1 |
) |
||||
|
|
$ |
(1.1 |
) |
£ |
0.7 |
|
$ |
(9.0 |
) |
£ |
5.5 |
|
The following table summarizes the Companys fair value of outstanding derivatives at September 27, 2012 and December 31, 2011:
|
|
Fair Values of Derivative Instruments |
|
||||||||||
|
|
Other Asset Derivatives |
|
Other Liability Derivatives |
|
||||||||
|
|
September 27, 2012 |
|
December 31, 2011 |
|
September 27, 2012 |
|
December 31, 2011 |
|
||||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps |
|
|
|
|
|
|
|
|
|
||||
Current |
|
$ |
|
|
$ |
|
|
$ |
3.0 |
|
$ |
2.4 |
|
Non-current |
|
|
|
|
|
1.7 |
|
2.4 |
|
||||
Foreign currency hedge contracts |
|
|
|
|
|
|
|
|
|
||||
Current |
|
0.1 |
|
|
|
|
|
0.2 |
|
||||
Non-current |
|
|
|
|
|
|
|
|
|
||||
Total derivatives designated as hedging instruments |
|
0.1 |
|
|
|
4.7 |
|
5.0 |
|
||||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
||||
Foreign currency hedge contracts |
|
|
|
|
|
|
|
|
|
||||
Current |
|
|
|
0.6 |
|
|
|
0.7 |
|
||||
Non-current |
|
|
|
0.6 |
|
|
|
0.7 |
|
||||
Total derivatives not designated as hedging instruments |
|
|
|
1.2 |
|
|
|
1.4 |
|
||||
Total derivatives |
|
$ |
0.1 |
|
$ |
1.2 |
|
$ |
4.7 |
|
$ |
6.4 |
|
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
The impact on other comprehensive income (OCI) and earnings from cash flow hedges for the three and for the nine months ended September 27, 2012 and September 29, 2011 was as follows:
Derivatives in |
|
Amount of Gain or (Loss) Recognized
(Effective Portion) |
|
Location of (Gain)
|
|
Amount of (Gain) or Loss Reclassified
|
|
Location of (Gain) or
|
|
Amount of Loss Recognized in Income
|
|
||||||||||||
Cash Flow |
|
For the Three Months Ended |
|
Accumulated OCI |
|
For the Three Months Ended |
|
and Amount Excluded |
|
For the Three Months Ended |
|
||||||||||||
Hedging
|
|
September 27,
|
|
September 29,
|
|
into Income
|
|
September 27,
|
|
September 29,
|
|
from Effectiveness
|
|
September 27,
|
|
September 29,
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps |
|
$ |
|
|
$ |
(2.6 |
) |
Interest expense |
|
$ |
|
|
$ |
1.2 |
|
Other (income)/expense |
|
$ |
|
|
$ |
|
|
Foreign currency hedge contracts |
|
0.1 |
|
(0.3 |
) |
Sales/Revenue |
|
(0.1 |
) |
|
|
Other (income)/expense |
|
|
|
|
|
||||||
Total |
|
$ |
0.1 |
|
$ |
(2.9 |
) |
|
|
$ |
(0.1 |
) |
$ |
1.2 |
|
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives in |
|
Amount of Gain or (Loss) Recognized
(Effective Portion) |
|
Location of (Gain)
|
|
Amount of Loss Reclassified from
|
|
Location of (Gain) or
|
|
Amount of Loss Recognized in Income
|
|
||||||||||||
Cash Flow |
|
For the Nine Months Ended |
|
Accumulated OCI |
|
For the Nine Months Ended |
|
and Amount Excluded |
|
For the Nine Months Ended |
|
||||||||||||
Hedging
|
|
September 27,
|
|
September 29,
|
|
into Income
|
|
September 27,
|
|
September 29,
|
|
from Effectiveness
|
|
September 27,
|
|
September 29,
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps |
|
$ |
(0.9 |
) |
$ |
(4.2 |
) |
Interest expense |
|
$ |
3.1 |
|
$ |
7.6 |
|
Other (income)/expense |
|
$ |
|
|
$ |
|
|
Foreign currency hedge contracts |
|
0.1 |
|
0.5 |
|
Sales/Revenue |
|
|
|
0.1 |
|
Other (income)/expense |
|
|
|
|
|
||||||
Total |
|
$ |
(0.8 |
) |
$ |
(3.7 |
) |
|
|
$ |
3.1 |
|
$ |
7.7 |
|
|
|
$ |
|
|
$ |
|
|
The impact on earnings from interest rate swaps that are no longer effective was a loss of ($0.9) for the nine months ended September 27, 2012 and zero for nine months ended September 29, 2011.
The impact on earnings from foreign currency hedge contracts that do not qualify as cash flow hedges was $0.2 income for the nine months ended September 27, 2012 and not material for nine months ended September 29, 2011.
Gains and losses accumulated in OCI for interest rate swaps are reclassified into earnings as each interest rate period is reset. During the next twelve months, the Company estimates that a loss of ($0.8) will be reclassified from OCI, net of tax, as a charge to earnings from interest rate swaps. Interest rate swaps are placed for a period of time not to exceed the maturity of the Companys senior secured term loan. None of the gains or losses reclassified to earnings were attributable to the discontinuance of cash flow hedges.
Gains and losses accumulated in OCI for foreign currency hedge contracts are reclassified into earnings as the underlying transactions for which the contracts were entered into are realized. During the next twelve months, the Company estimates that a gain of less than $0.1 will be reclassified from OCI, net of tax. None of the gains or losses reclassified to earnings are attributable to the discontinuance of cash flow hedges.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
14. Investments
The amortized cost and approximate fair value of held-to-maturity securities are as follows:
|
|
September 27, 2012 |
|
December 31, 2011 |
|
||||||||
|
|
Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
||||
Government and Corporate Debt Securities |
|
|
|
|
|
|
|
|
|
||||
Amortized cost |
|
$ |
0.6 |
|
$ |
2.9 |
|
$ |
0.4 |
|
$ |
3.1 |
|
Unrealized gains |
|
|
|
0.1 |
|
|
|
|
|
||||
Unrealized losses |
|
|
|
|
|
|
|
(0.1 |
) |
||||
Fair value |
|
$ |
0.6 |
|
$ |
3.0 |
|
$ |
0.4 |
|
$ |
3.0 |
|
Maturities of held-to-maturity securities at September 27, 2012 are as follows:
|
|
Amortized
|
|
Approximate
|
|
||
Within One Year |
|
$ |
0.6 |
|
$ |
0.6 |
|
One to Five Years |
|
1.8 |
|
1.9 |
|
||
Five to Ten Years |
|
0.2 |
|
0.2 |
|
||
After Ten Years |
|
0.9 |
|
0.9 |
|
||
Total |
|
$ |
3.5 |
|
$ |
3.6 |
|
At September 27, 2012 and December 31, 2011, the fair value of certain investments in debt and marketable securities are less than their historical cost. Total fair value of these investments was $0.5 and $1.8, respectively, for the periods then ended, which is approximately 13% and 53%, respectively, of the Companys held-to-maturity investment portfolio. These declines primarily resulted from decreases in market interest rates and failure of certain investments to maintain consistent credit quality ratings or meet projected earnings targets.
Based on evaluation of available evidence, including changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary.
Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the permanent impairment is identified.
15. Debt
Total debt shown on the balance sheet is comprised of the following:
|
|
September 27, |
|
December 31, |
|
||
|
|
2012 |
|
2011 |
|
||
Senior secured term loan (short and long-term) |
|
$ |
546.0 |
|
$ |
561.9 |
|
Senior notes (due 2017 and 2020) |
|
595.4 |
|
594.9 |
|
||
Malaysian term loan |
|
13.9 |
|
16.1 |
|
||
Present value of capital lease obligations |
|
16.4 |
|
15.2 |
|
||
Other |
|
7.4 |
|
12.8 |
|
||
Total |
|
$ |
1,179.1 |
|
$ |
1,200.9 |
|
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Senior Secured Term Loan
On April 18, 2012, Spirit entered into a $1.2 billion senior secured Credit Agreement (the Credit Agreement) consisting of a $650.0 revolving credit facility and a $550.0 term loan B facility. The Credit Agreement refinanced and replaced the Second Amended and Restated Credit Agreement dated as of November 27, 2006, as amended. Proceeds of the new term loan were used to pay off outstanding amounts under the prior credit agreement. The revolving credit facility matures April 18, 2017 and bears interest, at Spirits option, at either LIBOR, or a defined base rate plus an applicable margin based on Spirits debt-to-EBITDA ratio (see table below). The term loan matures April 18, 2019 and bears interest, at Spirits option, at LIBOR plus 3.00% with a LIBOR floor of 0.75% or base rate plus 2.00%, subject to a step down to LIBOR plus 2.75% or base rate plus 1.75%, as applicable, in the event Spirits secured debt-to-EBITDA ratio is below 1:1 at any time after 2012. Substantially all of Spirits assets, including inventory and property, plant and equipment, were pledged as collateral for both the term loan and the revolving credit facility. As of September 27, 2012, the outstanding balance of the term loan was $548.6. As of December 31, 2011, the outstanding balance of the old term loan, which was repaid upon closing of the new credit facilities, was $561.9. As of September 27, 2012 the carrying amount of the term loan was $546.0. The amount outstanding under the revolving credit facility was zero as of September 27, 2012. The amount outstanding under the old revolving credit facility was zero as of December 31, 2011. As of September 27, 2012, there were $19.9 of letters of credit outstanding under the revolving credit facility. The Company recorded a charge of $9.5 in the second quarter of 2012 for unamortized deferred financing fees as a result of extinguishment of the debt under the prior credit agreement.
In addition to paying interest on outstanding principal under the Credit Agreement, Spirit is required to pay an unused line fee on the unused portion of the commitments under the revolving credit facility based on Spirits debt-to-EBITDA ratio (see table below). Spirit is required to pay letter of credit fees equal to the applicable margin for LIBOR rate revolving credit borrowings with respect to letters of credit issued under the revolving credit facility (see table below). Spirit is also required to pay to the issuing banks that issue any letters of credit, letter of credit fronting fees in respect of letters of credit at a rate equal to twenty basis points per year, and to the administrative agent thereunder customary administrative fees.
Pricing Tier |
|
Debt-to-EBITDA
|
|
Commitment
|
|
Letter of
|
|
Eurodollar
|
|
Base Rate
|
|
1 |
|
> 3.0:1 |
|
0.450% |
|
2.50% |
|
2.50% |
|
1.50% |
|
2 |
|
< 3.0:1 but > 2.25:1 |
|
0.375% |
|
2.25% |
|
2.25% |
|
1.25% |
|
3 |
|
< 2.25:1 but > 1.75:1 |
|
0.300% |
|
2.00% |
|
2.00% |
|
1.00% |
|
4 |
|
< 1.75:1 |
|
0.250% |
|
1.75% |
|
1.75% |
|
0.75% |
|
At September 27, 2012, the Companys debt-to-EBITDA ratio was 4.65:1.0, resulting in applicable margins under the revolving credit facility, which will go into effect upon delivery of a quarterly compliance certificate, of 2.5% and 1.5% on Eurodollar and base rate loans, respectively, and commitment fees on the undrawn portion of the revolving credit facility and letter of credit fees of 0.45% and 2.5%, respectively.
The Credit Agreement contains customary affirmative and negative covenants, including restrictions on indebtedness, liens, type of business, acquisitions, investments, sales or transfers of assets, payments of dividends, transactions with affiliates, change in control and other matters customarily restricted in such agreements. The Credit Agreement also contained the following financial covenants (as defined in the Credit Agreement):
Senior Secured Leverage Ratio |
|
Shall not exceed 2.75:1.0 |
Interest Coverage Ratio |
|
Shall not be less than 4.0:1.0 |
Total Leverage Ratio |
|
Shall not exceed 4.0:1.0 |
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
To address the charges in the third quarter, the Company amended the Credit Agreement effective October 26, 2012. The amendment resulted in a revision of the financial covenant ratios. No event of default has occurred and the Company is in full compliance for its third quarter 2012 compliance certification. The amended ratios are illustrated in the table below:
|
|
Q3 2012 |
|
Q4 2012 |
|
Q1 2013 |
|
Q2 2013 |
|
Thereafter |
|
Senior Secured Leverage Ratio (Shall not exceed) |
|
3.25 |
|
3.25 |
|
3.25 |
|
2.75 |
|
2.75 |
|
Interest Coverage Ratio (Shall not be less than) |
|
2.25 |
|
2.25 |
|
2.25 |
|
3.00 |
|
4.00 |
|
Total Leverage Ratio (Shall not exceed) |
|
6.00 |
|
6.00 |
|
6.00 |
|
4.75 |
|
4.00 |
|
Additionally, the amendment increased the time the Company has to apply the proceeds from the insurance settlement in connection with the severe weather event against expenses resulting from the event from 12 months to 24 months before the proceeds may be considered eligible for prepayment against the senior secured credit facility.
Senior Notes
On November 18, 2010, we issued $300.0 aggregate of 6.75% Senior Notes due December 15, 2020 (the 2020 Notes), with interest payable, in cash in arrears, on June 15 and December 15 of each year, beginning June 15, 2011. The 2020 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Spirits existing and future domestic subsidiaries that guarantee Spirits obligations under Spirits senior secured credit facility. The carrying value of the 2020 Notes was $300.0 as of September 27, 2012.
On September 30, 2009, we issued $300.0 of 7.50% Senior Notes due October 1, 2017 (the 2017 Notes), with interest payable, in cash in arrears, on April 1 and October 1 of each year, beginning April 1, 2010. The 2017 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Spirits existing and future domestic subsidiaries that guarantee Spirits obligations under Spirits senior secured credit facility. The carrying value of the 2017 Notes was $295.4 as of September 27, 2012.
As of September 27, 2012, we were and expect to remain in full compliance with all covenants contained in the indentures governing the 2020 Notes and the 2017 Notes for the foreseeable future.
Malaysian Term Loan
On June 2, 2008, the Companys wholly-owned subsidiary, Spirit AeroSystems Malaysia SDN BHD entered into a Facility Agreement for a term loan facility for Ringgit Malaysia (RM) 69.2 (approximately USD $20.0 equivalent) (the Malaysia Facility), with the Malaysian Export-Import Bank. The Malaysia Facility requires quarterly principal repayments of RM 3.3 (approximately USD $1.0) from September 2011 through May 2017 and quarterly interest payments payable at a fixed interest rate of 3.50% per annum. The Malaysia Facility loan balance as of September 27, 2012 was $13.9.
French Factory
On July 17, 2009, the Companys indirect wholly-owned subsidiary, Spirit AeroSystems France SARL entered into a capital lease agreement for 9.0 (approximately USD $13.1 equivalent) with a subsidiary of BNP Paribas Bank to be used towards the construction of an aerospace-related component assembly plant in Saint-Nazaire, France. Lease payments are variable, subject to the three-month Euribor rate plus 2.20%. Lease payments are due quarterly through April 2025. As of September 27, 2012, the Saint-Nazaire capital lease balance was $10.7.
Nashville Design Center
On September 21, 2012, the Company entered into a capital lease agreement for $2.6 million for a portion of an office building in Nashville, Tennessee to be used for design of aerospace components. Lease payments are due monthly, and are subject to yearly rate increases until the end of the lease term of 124 months.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
16. Pension and Other Post-Retirement Benefits
|
|
Defined Benefit Plans |
|
||||||||||
|
|
For the Three
|
|
For the Nine
|
|
||||||||
Components of Net Periodic Pension
|
|
September 27,
|
|
September 29,
|
|
September 27,
|
|
September 29,
|
|
||||
Service cost |
|
$ |
1.7 |
|
$ |
1.5 |
|
$ |
5.0 |
|
$ |
4.3 |
|
Interest cost |
|
11.3 |
|
11.1 |
|
33.9 |
|
33.3 |
|
||||
Expected return on plan assets |
|
(18.7 |
) |
(16.8 |
) |
(56.1 |
) |
(50.4 |
) |
||||
Amortization of net (gain)/loss |
|
1.4 |
|
(0.1 |
) |
4.2 |
|
(0.2 |
) |
||||
Net periodic pension income |
|
$ |
(4.3 |
) |
$ |
(4.3 |
) |
$ |
(13.0 |
) |
$ |
(13.0 |
) |
|
|
Other Benefits |
|
||||||||||
|
|
For the Three
|
|
For the Nine
|
|
||||||||
Components of Other Benefit Expense |
|
September 27,
|
|
September 29,
|
|
September 27,
|
|
September 29,
|
|
||||
Service cost |
|
$ |
0.8 |
|
$ |
0.7 |
|
$ |
2.5 |
|
$ |
2.2 |
|
Interest cost |
|
0.9 |
|
0.9 |
|
2.6 |
|
2.8 |
|
||||
Amortization of net (gain)/loss |
|
0.3 |
|
0.3 |
|
0.9 |
|
0.6 |
|
||||
Net periodic other benefit expense |
|
$ |
2.0 |
|
$ |
1.9 |
|
$ |
6.0 |
|
$ |
5.6 |
|
Employer Contributions
We expect to contribute zero dollars to the U.S. qualified pension plan and less than $0.7 to both the Supplemental Executive Retirement Plan (SERP) and post-retirement medical plans in 2012. Our projected contributions to the U.K. pension plan for 2012 are $9.0, of which $6.6 was contributed by the end of the third quarter of 2012. We anticipate contributing the additional $2.4 to the U.K. pension plan during the remainder of 2012. The entire amount contributed and the projected contributions can vary based on exchange rate fluctuations.
17. Stock Compensation
Holdings has established various stock compensation plans which include restricted share grants and stock purchase plans. Compensation values are based on the value of Holdings common stock at the grant date. The common stock value is added to equity and charged to period expense or included in inventory and cost of sales.
For the three months ended September 27, 2012, Holdings recognized a net total of $3.4 of stock compensation expense, which is net of stock forfeitures, as compared to $3.4 of stock compensation expense, net of forfeitures, for the three months ended September 29, 2011. The entire $3.4 of stock compensation expense recorded for the three months ended September 27, 2012 was recorded as selling, general and administrative expense in accordance with FASB authoritative guidance. The entire $3.4 of stock compensation expense recorded for the three months ended September 29, 2011 was recorded as selling, general and administrative expense.
For the nine months ended September 27, 2012, the Company recognized a total of $12.0 of stock compensation expense, net of forfeitures, as compared to $8.6 of stock compensation expense, net of forfeitures, recognized for the nine months ended September 29, 2011. Of the total $12.0 of stock compensation expense recorded for the nine months ended September 27, 2012, in accordance with FASB authoritative guidance, $2.1 was charged directly to cost of sales and $9.8 was recorded as selling, general and administrative expense, which includes $0.9 of accelerated vesting expense for participants meeting the conditions for Qualifying
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Retirement under the Short-Term Incentive Plan or STIP as set out in the Proxy Statement for our 2012 annual meeting of stockholders. Of the $8.6 of stock compensation expense recorded for the nine months ended September 29, 2011, less than $0.1 was charged directly to cost of sales, $8.5 was recorded as selling, general and administrative expense, and the remaining $0.1 was capitalized in inventory and is recognized through cost of sales in accordance with FASB authoritative guidance.
In February 2012, 104,405 shares of Class A common stock with an aggregate grant date fair value of $2.5 were granted under the Companys Short-Term Incentive Plan and such shares will vest on the one-year anniversary of the grant date. Additionally, 169,391 shares of Class A common stock with an aggregate grant date fair value of $4.3 granted under the Companys Short-Term Incentive Plan vested during the quarter ended March 29, 2012.
In May 2012, 618,804 shares of Class A common stock with an aggregate grant date fair value of $15.3 were granted under the Companys Long-Term Incentive Plan and such shares will vest annually in three equal installments beginning on the two-year anniversary of the grant date. Under the Companys Board of Directors Stock Plan, 29,271 shares of Class A common stock with an aggregate grant date fair value of $0.7 were granted during the second quarter, and such shares will vest on the one-year anniversary of the grant date. Additionally, 421,088 shares of Class A common stock with an aggregate grant date fair value of $7.8 awarded under the Companys Long-Term Incentive Plan and 27,063 shares of Class A common stock with an aggregate grant date fair value of $0.6 awarded under the Board of Directors Stock Plan vested during the second quarter of 2012.
On June 22, 2012, 92,250 shares of Class A common stock with an aggregate grant date fair value of $2.2 were granted to members of the UAW union pursuant to performance improvements provided for in the 2010 ten-year labor contract. The shares vested immediately upon issuance.
18. Income Taxes
The process for calculating our income tax expense involves estimating actual current taxes due plus assessing temporary differences arising from differing treatment for tax and accounting purposes that are recorded as deferred tax assets and liabilities. Deferred tax assets are periodically evaluated to determine their recoverability. The total net deferred tax assets at September 27, 2012 and December 31, 2011 were $200.5 and $102.1, respectively. This increase is primarily due to a majority of the long-term contract forward losses not currently deductible for tax purposes.
In general, the Company records income tax expense each quarter based on its best estimate as to the full years effective tax rate. Certain items, however, are given discrete period treatment and the tax effects for such items are therefore reported in the quarter that an event arises. Events or items that give rise to discrete recognition include finalizing amounts in income tax returns filed, finalizing audit examinations for open tax years, and an expiring statute of limitations.
However, the Company has determined that a calculation of an annual effective tax rate would not represent a reliable estimate due to the sensitivity of the annual effective tax rate estimate to even minimal changes to forecasted fourth quarter pre-tax earnings. Under the discrete method, the Company determines the tax expense based upon actual results as if the interim period were an annual period. The discrete method was used for our U.S. pre-tax income and an annual effective rate was used for our international pre-tax income.
The 60.8% effective tax rate for the nine months ended September 27, 2012 differs from the 31.0% effective tax rate for the same period in 2011 primarily due to a corresponding tax benefit from current period losses combined with our permanent differences and income tax credits.
We file income tax returns in all jurisdictions in which we operate. We established reserves to provide for additional income taxes that may be due in future years as these previously filed tax returns are audited. These reserves have been established based on managements assessment as to the potential exposure attributable to permanent differences and associated interest. All tax reserves are analyzed quarterly and adjustments made as events occur that warrant modification.
We continue to operate under a tax holiday in Malaysia effective through September 2024. Management is maintaining a reserve for potential uncertainty in meeting the tax holidays conditional employment and investment thresholds.
We are participating in the Internal Revenue Services Compliance Assurance Process (CAP) program for our 2011, 2012 and 2013 tax years. The CAP programs objective is to resolve issues in a timely, contemporaneous manner and eliminate the need for a lengthy post-filing examination. HM Revenue & Customs is currently examining our 2009 U.K. income tax return. While a change could result from the ongoing examinations, the Company expects no material change in its recorded unrecognized tax benefit liability in the next 12 months.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
19. Equity
Earnings per Share Calculation
Basic net (loss) income per share is computed using the weighted-average number of outstanding shares of common stock during the measurement period. Diluted net (loss) income per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential outstanding shares of common stock during the measurement period.
Subject to preferences that may apply to shares of preferred stock outstanding at the time, holders of the Companys outstanding common stock are entitled to any dividend declared by the Board of Directors out of funds legally available for this purpose. No dividend may be declared on the Class A or Class B common stock unless at the same time an equal dividend is paid on every share of Class A and Class B common stock. Dividends paid in shares of the Companys common stock must be paid, with respect to a particular class of common stock, in shares of that class. The Company does not intend to pay cash dividends on its common stock. In addition, the terms of the Companys current financing agreements preclude it from paying any cash dividends on its common stock.
The following table sets forth the computation of basic and diluted earnings per share:
|
|
For the Three Months Ended |
|
||||||||||||||
|
|
September 27, 2012 |
|
September 29, 2011 |
|
||||||||||||
|
|
Income |
|
Shares |
|
Per Share
|
|
Income |
|
Shares |
|
Per Share
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income available to common shareholders |
|
$ |
(132.2 |
) |
140.1 |
|
$ |
(0.94 |
) |
$ |
66.2 |
|
139.4 |
|
$ |
0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income allocated to participating securities |
|
(2.2 |
) |
2.3 |
|
|
|
1.1 |
|
2.3 |
|
|
|
||||
Net (loss) income |
|
$ |
(134.4 |
) |
|
|
|
|
$ |
67.3 |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted potential common shares |
|
|
|
|
|
|
|
|
|
0.5 |
|
|
|
||||
Diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) income |
|
$ |
(134.4 |
) |
140.1 |
|
$ |
(0.94 |
) |
$ |
67.3 |
|
142.2 |
|
$ |
0.47 |
|
|
|
For the Nine Months Ended |
|
||||||||||||||
|
|
September 27, 2012 |
|
September 29, 2011 |
|
||||||||||||
|
|
Income |
|
Shares |
|
Per Share
|
|
Income |
|
Shares |
|
Per Share
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income available to common shareholders |
|
$ |
(25.5 |
) |
139.8 |
|
$ |
(0.18 |
) |
$ |
129.7 |
|
139.1 |
|
$ |
0.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income allocated to participating securities |
|
(0.4 |
) |
2.3 |
|
|
|
2.3 |
|
2.4 |
|
|
|
||||
Net (loss) income |
|
$ |
(25.9 |
) |
|
|
|
|
|
$ |
132.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted potential common shares |
|
|
|
|
|
|
|
|
|
0.8 |
|
|
|
||||
Diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) income |
|
$ |
(25.9 |
) |
139.8 |
|
$ |
(0.18 |
) |
$ |
132.0 |
|
142.3 |
|
$ |
0.93 |
|
The balance of outstanding common shares presented in the consolidated statement of shareholders equity was 143.7 million and 142.9 million at September 27, 2012 and September 29, 2011, respectively. Included in the outstanding common shares at each of
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
such dates were 2.7 million issued but unvested shares, which are excluded from the basic EPS calculation. For the nine months ended September 27, 2012, 0.5 million shares are not included in the calculation of diluted earnings per share, as their inclusion would have been anti-dilutive. These securities could be dilutive in future periods.
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Loss is summarized by component as follows:
|
|
September 27, 2012 |
|
December 31, 2011 |
|
||
|
|
|
|
|
|
||
Interest rate swaps |
|
$ |
(1.8 |
) |
$ |
(2.8 |
) |
Foreign currency hedges |
|
|
|
(0.1 |
) |
||
Pension |
|
(91.5 |
) |
(91.5 |
) |
||
SERP/ Retiree medical |
|
(12.0 |
) |
(12.7 |
) |
||
Foreign currency impact on long term intercompany loan |
|
(3.5 |
) |
(5.7 |
) |
||
Currency translation adjustment |
|
(7.6 |
) |
(13.4 |
) |
||
Total accumulated other comprehensive loss |
|
$ |
(116.4 |
) |
$ |
(126.2 |
) |
Noncontrolling Interest
Noncontrolling interest at September 27, 2012 remained unchanged from the prior year at $0.5.
20. Related Party Transactions
On March 26, 2007, Hawker Beechcraft, Inc. (Hawker), of which Onex Partners II LP (an affiliate of Onex) owns approximately a 49% interest, acquired Raytheon Aircraft Acquisition Company and substantially all of the assets of Raytheon Aircraft Services Limited. The Companys Prestwick facility provided wing components for the Hawker 800 Series manufactured by Hawker. For the three months ended September 27, 2012 and September 29, 2011, sales to Hawker were zero and $2.7, respectively, and for the nine months ended September 27, 2012 and September 29, 2011 sales to Hawker were $1.2 and $7.2, respectively. Receivables due from Hawker were $3.5 as of September 27, 2012, net of a $0.3 receivable write-off.
On May 3, 2012, Hawker filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. Subsequent to the bankruptcy filing, the Company reserved the remaining balance of Spirits $3.5 receivable from Hawker.
The Company paid less than $0.1 to a subsidiary of Onex for services rendered for each of the three month periods ended September 27, 2012 and September 29, 2011 and $0.2 for each of the nine month periods ended September 27, 2012 and September 29, 2011. Management believes the amounts charged were reasonable in relation to the services provided.
The spouse of one of the Companys executives who retired in 2011 is a special counsel at a law firm utilized by the Company and at which the executive was previously employed. The Company paid fees of $0.6 and $1.5 to the firm for the three and nine month periods ended September 29, 2011, respectively.
An executive of the Company is a member of the Board of Directors of Rockwell Collins, Inc., a supplier of manufacturing parts to the Company. Under the commercial terms of the arrangement with the supplier, Spirit paid less than $0.1 for each of the three and nine month periods ended September 27, 2012 and September 29, 2011. The amounts owed to Rockwell Collins and recorded as accrued liabilities were less than $0.1 as of September 27, 2012.
An executive of the Company is a member of the Board of Directors of a Wichita, Kansas bank that provides banking services to Spirit. In connection with the banking services provided to Spirit, the Company pays fees consistent with commercial terms that would be available to unrelated third parties. Such fees are not material to the Company.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
21. Commitments, Contingencies and Guarantees
Litigation
From time to time we are subject to, and are presently involved in, litigation or other legal proceedings arising in the ordinary course of business. While the final outcome of these matters cannot be predicted with certainty, considering, among other things, the meritorious legal defenses available, it is the opinion of the Company that none of these items, when finally resolved, will have a material adverse effect on the Companys long-term financial position or liquidity. Consistent with the requirements of authoritative guidance on accounting for contingencies, we had no accruals at September 27, 2012 or December 31, 2011 for loss contingencies. However, an unexpected adverse resolution of one or more of these items could have a material adverse effect on the results of operations in a particular quarter or fiscal year.
From time to time, in the ordinary course of business and like others in the industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. We review such requests and notices and take appropriate action. We have been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future. Additionally, we are subject to federal and state requirements for protection of the environment, including those for disposal of hazardous waste and remediation of contaminated sites. As a result, we are required to participate in certain government investigations regarding environmental remediation actions.
In December 2005, a lawsuit was filed against Spirit, Onex and Boeing alleging age discrimination in the hiring of employees by Spirit when Boeing sold its Wichita commercial division to Onex. The complaint was filed in U.S. District Court in Wichita, Kansas and seeks class-action status, an unspecified amount of compensatory damages and more than 1.5 billion dollars in punitive damages. The asset purchase agreement from the Boeing Acquisition requires Spirit to indemnify Boeing for damages resulting from the employment decisions that were made by us with respect to former employees of Boeing Wichita, which relate or allegedly relate to the involvement of, or consultation with, employees of Boeing in such employment decisions. On June 30, 2010, the U.S. District Court granted defendants dispositive motions, finding that the case should not be allowed to proceed as a class action. Following plaintiffs appeal, on August 27, 2012 the Tenth Circuit Court of Appeals affirmed the District Courts ruling in all respects. In the event this litigation continues, the Company intends to continue to vigorously defend itself. Management believes the resolution of this matter will not materially affect the Companys financial position, results of operations or liquidity.
In December 2005, a federal grand jury sitting in Topeka, Kansas issued subpoenas regarding the vapor degreasing equipment at our Wichita, Kansas facility. The governments investigation appeared to focus on whether the degreasers were operating within permit parameters and whether chemical wastes from the degreasers were disposed of properly. The subpoenas covered a time period both before and after our purchase of the Wichita, Kansas facility. Subpoenas were issued to Boeing, Spirit and individuals who were employed by Boeing prior to the Boeing Acquisition, but are now employed by us. We responded to the subpoena and provided additional information to the government as requested. On March 25, 2008, the U.S. Attorneys Office informed the Company that it was closing its criminal file on the investigation. A civil investigation into this matter is ongoing. Management believes the resolution of this matter will not materially affect the Companys financial position, results of operations or liquidity.
On February 16, 2007, an action entitled Harkness et al. v. The Boeing Company et al. was filed in the U.S. District Court for the District of Kansas. The defendants were served in early July 2007. The defendants include Spirit AeroSystems Holdings, Inc., Spirit AeroSystems, Inc., the Spirit AeroSystems Holdings Inc. Retirement Plan for the International Brotherhood of Electrical Workers (IBEW), Wichita Engineering Unit (SPEEA WEU) and Wichita Technical and Professional Unit (SPEEA WTPU) Employees, and the Spirit AeroSystems Retirement Plan for International Association of Machinists and Aerospace Workers (IAM) Employees, along with Boeing and Boeing retirement and health plan entities. The named plaintiffs are twelve former Boeing employees, eight of whom were or are employees of Spirit. The plaintiffs assert several claims under the Employee Retirement Income Security Act and general contract law and brought the case as a class action on behalf of similarly situated individuals. The putative class consists of approximately 2,500 current or former employees of Spirit. The parties agreed to class certification. The sub-class members who have asserted claims against the Spirit entities are those individuals who, as of June 2005, were employed by Boeing in Wichita, Kansas, were participants in the Boeing pension plan, had at least 10 years of vesting service in the Boeing plan, were in jobs represented by a union, were between the ages of 49 and 55, and who went to work for Spirit on or about June 17, 2005. Although there are many claims in the suit, the plaintiffs claims against the Spirit entities, asserted under various theories, are (1) that the Spirit plans wrongfully failed to determine that certain plaintiffs are entitled to early retirement bridging rights to pension and retiree medical benefits that were allegedly triggered by their separation from employment by Boeing and (2) that the plaintiffs pension benefits were unlawfully transferred from Boeing to Spirit in that their claimed early retirement bridging rights are not being afforded these
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
individuals as a result of their separation from Boeing, thereby decreasing their benefits. The plaintiffs initially sought a declaration that they are entitled to the early retirement pension benefits and retiree medical benefits, an injunction ordering that the defendants provide the benefits, damages pursuant to breach of contract claims and attorney fees. Discovery is now complete and currently pending is a motion filed jointly by plaintiffs and Spirit on September 25, 2012, to dismiss all claims against Spirit with prejudice. Plaintiffs claims against Boeing entities are not subject to the motion and will remain pending in the litigation. Boeing has notified Spirit that it believes it is entitled to indemnification from Spirit for any indemnifiable damages it may incur in the Harkness litigation, under the terms of the asset purchase agreement from the Boeing Acquisition between Boeing and Spirit. Spirit disputes Boeings position on indemnity. Management believes the resolution of this matter will not materially affect the Companys financial position, results of operations or liquidity.
On July 21, 2005, the International Union, Automobile, Aerospace and Agricultural Implement Workers of America (UAW) filed a grievance against Boeing on behalf of certain former Boeing employees in Tulsa and McAlester, Oklahoma, regarding issues that parallel those asserted in Harkness et al. v. The Boeing Company et al. Boeing denied the grievance, and the UAW subsequently filed suit to compel arbitration, which the parties eventually agreed to pursue. The arbitration was conducted in January 2008. In July 2008, the arbitrator issued an opinion and award in favor of the UAW. The arbitrator directed Boeing to reinstate the seniority of the employees and afford them the benefits appurtenant thereto. On March 5, 2009, the arbitrator entered an Opinion and Supplemental Award that directed Boeing to award certain benefits to UAW members upon whose behalf the grievance was brought, notwithstanding the prior denial of such benefits by the Boeing Plan Administrator. On April 10, 2009, Boeing filed a Complaint in the United States District Court for the Northern District of Illinois, seeking a ruling that the arbitrator exceeded his authority in granting the Supplemental Award. On September 16, 2009, the District Court entered an order affirming the arbitrators Supplemental Award. Boeing appealed the District Courts decision to the U.S. Seventh Circuit Court of Appeals, which affirmed the District Courts decision. Boeing previously notified Spirit of its intent to seek indemnification from Spirit for any indemnifiable damages it may incur in the UAW matter, pursuant to the terms of the asset purchase agreement from the Boeing Acquisition. Spirit disputes Boeings position on indemnity. Management believes the resolution of this matter will not materially affect the Companys financial position, results of operations or liquidity.
On May 11, 2009, Spirit filed a lawsuit in the United States District Court for the District of Kansas against SPS Technologies LLC (SPS) and Precision Castparts Corp. Spirits claims are based on the sale by SPS of certain non-conforming nut plate fasteners to Spirit between August 2007 and August 2008. Many of the fasteners were used on assemblies that Spirit sold to a customer. In the fall of 2008, Spirit discovered the non-conformity and notified the customer of the discrepancy. Subsequently, Spirit and the customer removed and replaced nut plates on various in-process aircraft assemblies and subsequently agreed to an appropriate cost related to those efforts. Spirits lawsuit seeks damages, including damages related to these efforts, under various theories, including breach of contract and breach of implied warranty.
Guarantees
Contingent liabilities in the form of letters of credit, letters of guarantee and performance bonds have been provided by the Company. These letters of credit reduce the amount of borrowings available under the revolving credit facility. As of both September 27, 2012 and December 31, 2011, outstanding letters of credit were $19.9. Outstanding guarantees were $26.2 and $26.6 at September 27, 2012 and December 31, 2011, respectively.
Indemnification
The Company has entered into customary indemnification agreements with each of its Directors, and some of its executive employment agreements include indemnification provisions. Under those agreements, the Company agrees to indemnify each of these individuals against claims arising out of events or occurrences related to that individuals service as the Companys agent or the agent of any of its subsidiaries to the fullest extent legally permitted.
Service and Product Warranties and Extraordinary Rework
The Company provides service and warranty policies on its products. Liability under service and warranty policies is based upon specific claims and a review of historical warranty and service claim experience. Adjustments are made to accruals as claim data and historical experience change. In addition, the Company incurs discretionary costs to service its products in connection with product performance or quality issues.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
The following is a roll forward of the service warranty and extraordinary rework balance at September 27, 2012:
Balance, December 31, 2011 |
|
$ |
19.6 |
|
Charges to costs and expenses |
|
8.3 |
|
|
Exchange rate |
|
0.2 |
|
|
Balance, September 27, 2012 |
|
$ |
28.1 |
|
22. Other Income (Expense), Net
Other income (expense), net is summarized as follows:
|
|
For the Three Months Ended |
|
For the Nine Months Ended |
|
||||||||
|
|
September 27, |
|
September 29, |
|
September 27, |
|
September 29, |
|
||||
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
|
||||
KDFA bond |
|
$ |
1.0 |
|
$ |
1.1 |
|
$ |
3.4 |
|
$ |
3.2 |
|
Rental and miscellaneous (expense) |
|
(2.9 |
) |
(1.1 |
) |
(6.2 |
) |
(0.9 |
) |
||||
Foreign currency gains (loss) |
|
6.0 |
|
(1.6 |
) |
6.2 |
|
(2.3 |
) |
||||
Total |
|
$ |
4.1 |
|
$ |
(1.6 |
) |
$ |
3.4 |
|
$ |
|
|
Foreign currency gains (loss) are due to the impact of movement in foreign currency exchange rates on trade and intercompany receivables/payables and other long-term contractual rights/obligations denominated in a currency other than the entitys functional currency.
23. Segment Information
The Company operates in three principal segments: Fuselage Systems, Propulsion Systems and Wing Systems. Substantially all revenues in the three principal segments are from Boeing, with the exception of Wing Systems, which includes revenues from Airbus and other customers. Approximately 92% of the Companys net revenues for the nine months ended September 27, 2012 came from our two largest customers, Boeing and Airbus. All other activities fall within the All Other segment, principally made up of sundry sales of miscellaneous services, tooling contracts, and sales of natural gas through a tenancy-in-common with other companies that have operations in Wichita, Kansas. The Companys primary profitability measure to review a segments operating performance is segment operating income before unallocated corporate selling, general and administrative expenses, unallocated impact of severe weather event, unallocated research and development and unallocated cost of sales. Unallocated corporate selling, general and administrative expenses include centralized functions such as accounting, treasury and human resources that are not specifically related to our operating segments and are not allocated in measuring the operating segments profitability and performance and operating margins. Unallocated impact of severe weather event includes property repairs, clean up and recovery costs related to the April 14, 2012 tornado at the Companys Wichita facility. Unallocated research and development includes research and development efforts that benefit the Company as a whole and are not unique to a specific segment. Unallocated cost of sales includes general costs not directly attributable to segment operations, such as early retirement and other incentives. All of these unallocated items are not specifically related to our operating segments and are not allocated in measuring the operating segments profitability and performance and operating margins.
The Companys Fuselage Systems segment includes development, production and marketing of forward, mid and rear fuselage sections and systems, primarily to aircraft OEMs (OEM refers to aircraft original equipment manufacturer), as well as related spares and maintenance, repairs and overhaul. The Fuselage Systems segment manufactures products at our facilities in Wichita, Kansas and Kinston, North Carolina. The Fuselage Systems segment also includes an assembly plant for the A350 XWB aircraft in Saint-Nazaire, France.
The Companys Propulsion Systems segment includes development, production and marketing of struts/pylons, nacelles (including thrust reversers) and related engine structural components primarily to aircraft or engine OEMs, as well as related spares and MRO services. The Propulsion Systems segment manufactures products at our facilities in Wichita and Chanute, Kansas.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
The Companys Wing Systems segment includes development, production and marketing of wings and wing components (including flight control surfaces) as well as other miscellaneous structural parts primarily to aircraft OEMs, as well as related spares and MRO services. These activities take place at the Companys facilities in Tulsa and McAlester, Oklahoma; Kinston, North Carolina; Prestwick, Scotland; and Subang, Malaysia.
The Companys segments are consistent with the organization and responsibilities of management reporting to the chief operating decision-maker for the purpose of assessing performance. The Companys definition of segment operating income differs from operating income as presented in its primary financial statements and a reconciliation of the segment and consolidated results is provided in the table set forth below. Most selling, general and administrative expenses, and all interest expense or income, related financing costs and income tax amounts, are not allocated to the operating segments.
While some working capital accounts are maintained on a segment basis, much of the Companys assets are not managed or maintained on a segment basis. Property, plant and equipment, including tooling, is used in the design and production of products for each of the segments and, therefore, is not allocated to any individual segment. In addition, cash, prepaid expenses, other assets and deferred taxes are managed and maintained on a consolidated basis and generally do not pertain to any particular segment. Raw materials and certain component parts are used in the production of aerostructures across all segments. Work-in-process inventory is identifiable by segment, but is managed and evaluated at the program level. As there is no segmentation of the Companys productive assets, depreciation expense (included in fixed manufacturing costs and selling, general and administrative expenses) and capital expenditures, no allocation of these amounts has been made solely for purposes of segment disclosure requirements.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
The following table shows segment revenues and operating income for the three and nine months ended September 27, 2012 and September 29, 2011:
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
September 27, |
|
September 29, |
|
September 27, |
|
September 29, |
|
||||
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Segment Revenues |
|
|
|
|
|
|
|
|
|
||||
Fuselage Systems (1) |
|
$ |
660.4 |
|
$ |
541.6 |
|
$ |
1,910.4 |
|
$ |
1,842.7 |
|
Propulsion Systems |
|
357.6 |
|
309.1 |
|
1,052.8 |
|
899.8 |
|
||||
Wing Systems (1) |
|
344.6 |
|
276.8 |
|
999.8 |
|
894.2 |
|
||||
All Other |
|
2.7 |
|
2.2 |
|
9.1 |
|
8.2 |
|
||||
|
|
$ |
1,365.3 |
|
$ |
1,129.7 |
|
$ |
3,972.1 |
|
$ |
3,644.9 |
|
Segment Operating Income (Loss) |
|
|
|
|
|
|
|
|
|
||||
Fuselage Systems (1)(2) |
|
$ |
113.7 |
|
$ |
79.6 |
|
$ |
294.7 |
|
$ |
221.7 |
|
Propulsion Systems (3) |
|
(96.9 |
) |
52.8 |
|
16.8 |
|
141.8 |
|
||||
Wing Systems (1)(4) |
|
(406.7 |
) |
22.6 |
|
(358.7 |
) |
8.8 |
|
||||
All Other |
|
0.2 |
|
1.3 |
|
1.2 |
|
1.8 |
|
||||
|
|
(389.7 |
) |
156.3 |
|
(46.0 |
) |
374.1 |
|
||||
Unallocated corporate SG&A |
|
(38.6 |
) |
(35.1 |
) |
(112.6 |
) |
(107.8 |
) |
||||
Unallocated impact of severe weather event (5) |
|
218.8 |
|
|
|
164.3 |
|
|
|
||||
Unallocated research and development |
|
(1.0 |
) |
(0.7 |
) |
(3.4 |
) |
(1.7 |
) |
||||
Unallocated cost of sales (6) |
|
|
|
|
|
(8.0 |
) |
(10.9 |
) |
||||
Total operating income (loss) |
|
$ |
(210.5 |
) |
$ |
120.5 |
|
$ |
(5.7 |
) |
$ |
253.7 |
|
(1) Includes recognition of deferred revenue associated with the amendment to the B787 supply agreement entered into with Boeing in May 2011 (the B787 Amendment) in the second quarter of 2011.
(2) Inclusive of $10.0 and $38.2 forward-loss recorded on our Sikorsky CH-53K helicopter program in the three and nine months ended September 29, 2011, respectively.
(3) Inclusive of forward loss charges of $151.0 recorded on our Rolls-Royce program in the three and nine months ended September 27, 2012.
(4) Inclusive of forward loss charges recorded in the three and nine months ended September 27, 2012 of $184.0 for the B787 wing program and $162.5 for the G650 wing program. Also inclusive of forward loss charges recorded in the three and nine months ended September 27, 2012, respectively, of $88.1 and $98.8 for the G280 wing program, $2.4 and $8.9 for the A350 XWB non-recurring wing contract and $2.4 and $5.1 for the B747-8 wing program. The nine months ended September 30, 2011 include a $53.3 forward loss charge recorded on the G280 wing program.
(5) Includes gains resulting from insurance settlement net of cost incurred related to the April 14, 2012 tornado.
(6) Includes charges in the second quarter of 2012 of $3.6 related to asset impairments, $2.2 related to stock incentives for certain UAW-represented employees and $2.1 in early retirement incentives to eligible employees and charges in the second quarter of 2011 of $9.0 due to a change in estimate to increase warranty and extraordinary rework reserves and $1.8 in early retirement incentives elected by eligible UAW-represented employees.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
24. Condensed Consolidating Financial Information
On November 18, 2010, Spirit completed an offering of $300.0 aggregate principal amount of its 2020 Notes . On September 30, 2009, Spirit completed an offering of $300.0 aggregate principal amount of its 2017 Notes. Both the 2017 Notes and the 2020 Notes were sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and outside the United States only to non-U.S. persons pursuant to Regulation S promulgated under the Securities Act.
In connection with the initial sales of the 2017 Notes and the 2020 Notes, the Company entered into Registration Rights Agreements with the initial purchasers of the 2017 Notes and the 2020 Notes, respectively, pursuant to which the Company, Spirit and the Subsidiary Guarantors (as defined below) agreed to file (x) a registration statement with respect to an offer to exchange original 2017 Notes for a new issue of substantially identical notes registered under the Securities Act (the 2017 Notes Exchange Offer) and (y) a registration statement with respect to an offer to exchange the original 2020 Notes for a new issue of substantially identical notes registered under the Securities Act (the 2020 Notes Exchange Offer). The 2017 Notes Exchange Offer was consummated on May 26, 2010. The 2020 Notes Exchange Offer was consummated on January 31, 2011. The 2017 Notes and 2020 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by the Company and its 100% owned domestic subsidiaries, other than Spirit (the Subsidiary Guarantors).
The following condensed consolidating financial information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(d) of Regulation S-X promulgated under the Securities Act, presents the condensed consolidating financial information separately for:
(i) Holdings, as the parent company;
(ii) Spirit, as the subsidiary issuer of the 2017 Notes and the 2020 Notes;
(iii) The Subsidiary Guarantors, on a combined basis, as guarantors of the 2017 Notes and the 2020 Notes;
(iv) The Companys subsidiaries, other than the Subsidiary Guarantors, which are not guarantors of the 2017 Notes and the 2020 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 Companys subsidiaries and (c) record consolidating entries; and
(vi) Holdings and its subsidiaries on a consolidated basis.
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Condensed Consolidating Statements of Operations
For the Three Months Ended September 27, 2012
|
|
Holdings |
|
Spirit |
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Revenues |
|
$ |
|
|
$ |
1,262.7 |
|
$ |
27.8 |
|
$ |
126.1 |
|
$ |
(51.3 |
) |
$ |
1,365.3 |
|
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales |
|
|
|
1,659.4 |
|
25.9 |
|
112.8 |
|
(51.4 |
) |
1,746.7 |
|
||||||
Selling, general and administrative |
|
0.8 |
|
33.6 |
|
0.8 |
|
5.4 |
|
|
|
40.6 |
|
||||||
Impact from severe weather event |
|
|
|
(218.8 |
) |
|
|
|
|
|
|
(218.8 |
) |
||||||
Research and development |
|
|
|
6.9 |
|
|
|
0.4 |
|
|
|
7.3 |
|
||||||
Total operating costs and expenses |
|
0.8 |
|
1,481.1 |
|
26.7 |
|
118.6 |
|
(51.4 |
) |
1,575.8 |
|
||||||
Operating (loss) income |
|
(0.8 |
) |
(218.4 |
) |
1.1 |
|
7.5 |
|
0.1 |
|
(210.5 |
) |
||||||
Interest expense and financing fee amortization |
|
|
|
(16.0 |
) |
|
|
(2.6 |
) |
2.4 |
|
(16.2 |
) |
||||||
Interest income |
|
|
|
2.4 |
|
|
|
|
|
(2.4 |
) |
|
|
||||||
Other income (expense), net |
|
|
|
(1.9 |
) |
|
|
6.0 |
|
|
|
4.1 |
|
||||||
(Loss) income before income taxes and equity in net (loss) income of affiliates and subsidiaries |
|
(0.8 |
) |
(233.9 |
) |
1.1 |
|
10.9 |
|
0.1 |
|
(222.6 |
) |
||||||
Income tax benefit (provision) |
|
0.6 |
|
89.7 |
|
(0.4 |
) |
(1.6 |
) |
|
|
88.3 |
|
||||||
(Loss) income before equity in net (loss) income of affiliates and subsidiaries |
|
(0.2 |
) |
(144.2 |
) |
0.7 |
|
9.3 |
|
0.1 |
|
(134.3 |
) |
||||||
Equity in net (loss) income of affiliates |
|
(0.1 |
) |
(0.2 |
) |
|
|
0.2 |
|
|
|
(0.1 |
) |
||||||
Equity in net (loss) income of subsidiaries |
|
(134.1 |
) |
10.1 |
|
|
|
|
|
124.0 |
|
|
|
||||||
Net (loss) income |
|
(134.4 |
) |
(134.3 |
) |
0.7 |
|
9.5 |
|
124.1 |
|
(134.4 |
) |
||||||
Other comprehensive (loss) income |
|
8.4 |
|
0.3 |
|
|
|
8.1 |
|
(8.4 |
) |
8.4 |
|
||||||
Comprehensive (loss) income |
|
$ |
(126.0 |
) |
$ |
(134.0 |
) |
$ |
0.7 |
|
$ |
17.6 |
|
$ |
115.7 |
|
$ |
(126.0 |
) |
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Condensed Consolidating Statements of Operations
For the Three Months Ended September 29, 2011
|
|
Holdings |
|
Spirit |
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Revenues |
|
$ |
|
|
$ |
1,014.6 |
|
$ |
9.4 |
|
$ |
130.2 |
|
$ |
(24.5 |
) |
$ |
1,129.7 |
|
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales |
|
|
|
859.3 |
|
7.3 |
|
120.9 |
|
(24.5 |
) |
963.0 |
|
||||||
Selling, general and administrative |
|
1.9 |
|
31.1 |
|
0.5 |
|
4.9 |
|
|
|
38.4 |
|
||||||
Research and development |
|
|
|
7.6 |
|
|
|
0.2 |
|
|
|
7.8 |
|
||||||
Total operating costs and expenses |
|
1.9 |
|
898.0 |
|
7.8 |
|
126.0 |
|
(24.5 |
) |
1,009.2 |
|
||||||
Operating (loss) income |
|
(1.9 |
) |
116.6 |
|
1.6 |
|
4.2 |
|
|
|
120.5 |
|
||||||
Interest expense and financing fee amortization |
|
|
|
(18.6 |
) |
|
|
(1.9 |
) |
1.5 |
|
(19.0 |
) |
||||||
Interest income |
|
|
|
1.5 |
|
|
|
|
|
(1.5 |
) |
|
|
||||||
Other income (expense), net |
|
|
|
1.1 |
|
|
|
(2.7 |
) |
|
|
(1.6 |
) |
||||||
(Loss) income before income taxes and equity in net (loss) income of affiliates and subsidiaries |
|
(1.9 |
) |
100.6 |
|
1.6 |
|
(0.4 |
) |
|
|
99.9 |
|
||||||
Income tax benefit (provision) |
|
1.0 |
|
(29.0 |
) |
(0.6 |
) |
(3.8 |
) |
|
|
(32.4 |
) |
||||||
(Loss) income before equity in net (loss) income of affiliates and subsidiaries |
|
(0.9 |
) |
71.6 |
|
1.0 |
|
(4.2 |
) |
|
|
67.5 |
|
||||||
Equity in net (loss) income of affiliates |
|
(0.2 |
) |
(0.3 |
) |
|
|
0.1 |
|
0.2 |
|
(0.2 |
) |
||||||
Equity in net (loss) income of subsidiaries |
|
68.4 |
|
3.7 |
|
|
|
|
|
(72.1 |
) |
|
|
||||||
Net (loss) income |
|
67.3 |
|
75.0 |
|
1.0 |
|
(4.1 |
) |
(71.9 |
) |
67.3 |
|
||||||
Other comprehensive (loss) income |
|
(6.5 |
) |
(1.7 |
) |
|
|
(4.8 |
) |
6.5 |
|
(6.5 |
) |
||||||
Comprehensive (loss) income |
|
$ |
60.8 |
|
$ |
73.3 |
|
$ |
1.0 |
|
$ |
(8.9 |
) |
$ |
(65.4 |
) |
$ |
60.8 |
|
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Condensed Consolidating Statements of Operations
For the Nine Months Ended September 27, 2012
|
|
Holdings |
|
Spirit |
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Revenues |
|
$ |
|
|
$ |
3,636.1 |
|
$ |
89.3 |
|
$ |
399.3 |
|
$ |
(152.6 |
) |
$ |
3,972.1 |
|
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales |
|
|
|
3,708.4 |
|
80.3 |
|
358.6 |
|
(152.7 |
) |
3,994.6 |
|
||||||
Selling, general and administrative |
|
2.9 |
|
105.8 |
|
1.8 |
|
15.4 |
|
|
|
125.9 |
|
||||||
Impact from severe weather event |
|
|
|
(164.3 |
) |
|
|
|
|
|
|
(164.3 |
) |
||||||
Research and development |
|
|
|
20.7 |
|
|
|
0.9 |
|
|
|
21.6 |
|
||||||
Total operating costs and expenses |
|
2.9 |
|
3,670.6 |
|
82.1 |
|
374.9 |
|
(152.7 |
) |
3,977.8 |
|
||||||
Operating (loss) income |
|
(2.9 |
) |
(34.5 |
) |
7.2 |
|
24.4 |
|
0.1 |
|
(5.7 |
) |
||||||
Interest expense and financing fee amortization |
|
|
|
(61.8 |
) |
|
|
(7.3 |
) |
6.5 |
|
(62.6 |
) |
||||||
Interest income |
|
|
|
6.6 |
|
|
|
|
|
(6.5 |
) |
0.1 |
|
||||||
Other income, net |
|
|
|
0.2 |
|
|
|
3.2 |
|
|
|
3.4 |
|
||||||
(Loss) income before income taxes and equity in net (loss) income of affiliates and subsidiaries |
|
(2.9 |
) |
(89.5 |
) |
7.2 |
|
20.3 |
|
0.1 |
|
(64.8 |
) |
||||||
Income tax benefit (provision) |
|
1.4 |
|
43.7 |
|
(2.7 |
) |
(3.0 |
) |
|
|
39.4 |
|
||||||
(Loss) income before equity in net (loss) income of affiliates and subsidiaries |
|
(1.5 |
) |
(45.8 |
) |
4.5 |
|
17.3 |
|
0.1 |
|
(25.4 |
) |
||||||
Equity in net (loss) income of affiliates |
|
(0.5 |
) |
(0.8 |
) |
|
|
0.4 |
|
0.4 |
|
(0.5 |
) |
||||||
Equity in net (loss) income of subsidiaries |
|
(23.9 |
) |
21.9 |
|
|
|
|
|
2.0 |
|
|
|
||||||
Net (loss) income |
|
(25.9 |
) |
(24.7 |
) |
4.5 |
|
17.7 |
|
2.5 |
|
(25.9 |
) |
||||||
Other comprehensive (loss) income |
|
9.8 |
|
1.7 |
|
|
|
8.1 |
|
(9.8 |
) |
9.8 |
|
||||||
Comprehensive (loss) income |
|
$ |
(16.1 |
) |
$ |
(23.0 |
) |
$ |
4.5 |
|
$ |
25.8 |
|
$ |
(7.3 |
) |
$ |
(16.1 |
) |
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Spirit AeroSystems Holdings, Inc.
Condensed Consolidating Statements of Operations
For the Nine Months Ended September 29, 2011
|
|
Holdings |
|
Spirit |
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Revenues |
|
$ |
|
|
$ |
3,320.3 |
|
$ |
21.3 |
|
$ |
376.5 |
|
$ |
(73.2 |
) |
$ |
3,644.9 |
|
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales |
|
|
|
2,953.6 |
|
16.8 |
|
348.4 |
|
(73.2 |
) |
3,245.6 |
|
||||||
Selling, general and administrative |
|
4.1 |
|
98.1 |
|
1.9 |
|
14.4 |
|
|
|
118.5 |
|
||||||
Research and development |
|
|
|
26.6 |
|
|
|
0.5 |
|
|
|
27.1 |
|
||||||
Total operating costs and expenses |
|
4.1 |
|
3,078.3 |
|
18.7 |
|
363.3 |
|
(73.2 |
) |
3,391.2 |
|
||||||
Operating (loss) income |
|
(4.1 |
) |
242.0 |
|
2.6 |
|
13.2 |
|
|
|
253.7 |
|
||||||
Interest expense and financing fee amortization |
|
|
|
(60.6 |
) |
|
|
(5.0 |
) |
4.0 |
|
(61.6 |
) |
||||||
Interest income |
|
|
|
4.2 |
|
|
|
|
|
(4.0 |
) |
0.2 |
|
||||||
Other income (expense), net |
|
|
|
3.2 |
|
|
|
(3.2 |
) |
|
|
|
|
||||||
(Loss) income before income taxes and equity in net (loss) income of affiliates and subsidiaries |
|
(4.1 |
) |
188.8 |
|
2.6 |
|
5.0 |
|
|
|
192.3 |
|
||||||
Income tax benefit (provision) |
|
1.8 |
|
(57.5 |
) |
(1.0 |
) |
(2.9 |
) |
|
|
(59.6 |
) |
||||||
(Loss) income before equity in net (loss) income of affiliates and subsidiaries |
|
(2.3 |
) |
131.3 |
|
1.6 |
|
2.1 |
|
|
|
132.7 |
|
||||||
Equity in net (loss) income of affiliates |
|
(0.7 |
) |
(0.4 |
) |
|
|
(0.3 |
) |
0.7 |
|
(0.7 |
) |
||||||
Equity in net (loss) income of subsidiaries |
|
135.0 |
|
3.7 |
|
|
|
|
|
(138.7 |
) |
|
|
||||||
Net (loss) income |
|
132.0 |
|
134.6 |
|
1.6 |
|
1.8 |
|
(138.0 |
) |
132.0 |
|
||||||
Other comprehensive (loss) income |
|
2.8 |
|
1.6 |
|
|
|
1.2 |
|
(2.8 |
) |
2.8 |
|
||||||
Comprehensive (loss) income |
|
$ |
134.8 |
|
$ |
136.2 |
|
$ |
1.6 |
|
$ |
3.0 |
|
$ |
(140.8 |
) |
$ |
134.8 |
|
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Condensed Consolidating Balance Sheet
September 27, 2012
|
|
Holdings |
|
Spirit |
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Total |
|
||||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents |
|
$ |
|
|
$ |
177.7 |
|
$ |
|
|
$ |
44.0 |
|
$ |
|
|
$ |
221.7 |
|
Accounts receivable, net |
|
|
|
596.1 |
|
4.1 |
|
129.3 |
|
(214.9 |
) |
514.6 |
|
||||||
Insurance receivable - severe weather event |
|
|
|
129.9 |
|
|
|
|
|
|
|
129.9 |
|
||||||
Inventory, net |
|
|
|
1,969.2 |
|
160.1 |
|
239.3 |
|
|
|
2,368.6 |
|
||||||
Deferred tax asset-current |
|
|
|
62.1 |
|
|
|
|
|
|
|
62.1 |
|
||||||
Other current assets |
|
|
|
41.8 |
|
(0.1 |
) |
2.0 |
|
|
|
43.7 |
|
||||||
Total current assets |
|
|
|
2,976.8 |
|
164.1 |
|
414.6 |
|
(214.9 |
) |
3,340.6 |
|
||||||
Property, plant and equipment, net |
|
|
|
1,180.1 |
|
293.0 |
|
183.9 |
|
|
|
1,657.0 |
|
||||||
Pension assets |
|
|
|
135.9 |
|
|
|
2.4 |
|
|
|
138.3 |
|
||||||
Investment in subsidiary |
|
1,010.4 |
|
279.8 |
|
|
|
|
|
(1,290.2 |
) |
|
|
||||||
Equity in net assets of subsidiaries |
|
951.3 |
|
35.9 |
|
|
|
|
|
(987.2 |
) |
|
|
||||||
Deferred tax asset- non-current, net |
|
|
|
144.5 |
|
|
|
0.6 |
|
|
|
145.1 |
|
||||||
Other assets |
|
|
|
386.5 |
|
80.0 |
|
28.5 |
|
(402.5 |
) |
92.5 |
|
||||||
Total assets |
|
$ |
1,961.7 |
|
$ |
5,139.5 |
|
$ |
537.1 |
|
$ |
630.0 |
|
$ |
(2894.8 |
) |
$ |
5,373.5 |
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable |
|
$ |
|
|
$ |
583.4 |
|
$ |
147.6 |
|
$ |
136.5 |
|
$ |
(214.9 |
) |
$ |
652.6 |
|
Accrued expenses |
|
|
|
194.4 |
|
1.8 |
|
17.0 |
|
|
|
213.2 |
|
||||||
Profit sharing |
|
|
|
22.7 |
|
|
|
2.4 |
|
|
|
25.1 |
|
||||||
Current portion of long-term debt |
|
|
|
7.1 |
|
|
|
3.6 |
|
|
|
10.7 |
|
||||||
Advance payments, short-term |
|
|
|
62.3 |
|
|
|
|
|
|
|
62.3 |
|
||||||
Deferred revenue, short-term |
|
|
|
21.5 |
|
|
|
1.7 |
|
|
|
23.2 |
|
||||||
Deferred grant income liability - current |
|
|
|
|
|
5.7 |
|
1.2 |
|
|
|
6.9 |
|
||||||
Other current liabilities |
|
|
|
39.6 |
|
|
|
3.6 |
|
|
|
43.2 |
|
||||||
Total current liabilities |
|
|
|
931.0 |
|
155.1 |
|
166.0 |
|
(214.9 |
) |
1,037.2 |
|
||||||
Long-term debt |
|
|
|
1,145.5 |
|
80.0 |
|
265.5 |
|
(322.5 |
) |
1,168.4 |
|
||||||
Advance payments, long-term |
|
|
|
846.1 |
|
|
|
|
|
|
|
846.1 |
|
||||||
Pension/OPEB obligation |
|
|
|
89.2 |
|
|
|
|
|
|
|
89.2 |
|
||||||
Deferred grant income liability - non-current |
|
|
|
|
|
84.6 |
|
33.5 |
|
|
|
118.1 |
|
||||||
Deferred revenue and other deferred credits |
|
|
|
21.7 |
|
|
|
10.0 |
|
|
|
31.8 |
|
||||||
Other liabilities |
|
|
|
181.5 |
|
|
|
19.5 |
|
(80.0 |
) |
121.0 |
|
||||||
Total equity |
|
1,961.7 |
|
1,924.5 |
|
217.4 |
|
135.5 |
|
(2,277.4 |
) |
1,961.7 |
|
||||||
Total liabilities and shareholders equity |
|
$ |
1,961.7 |
|
$ |
5,139.5 |
|
$ |
537.1 |
|
$ |
630.0 |
|
$ |
(2,894.8 |
) |
$ |
5,373.5 |
|
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Condensed Consolidating Balance Sheet
December 31, 2011
|
|
Holdings |
|
Spirit |
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Total |
|
||||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents |
|
$ |
|
|
$ |
106.7 |
|
$ |
|
|
$ |
71.1 |
|
$ |
|
|
$ |
177.8 |
|
Accounts receivable, net |
|
|
|
318.8 |
|
8.9 |
|
130.7 |
|
(191.2 |
) |
267.2 |
|
||||||
Insurance receivable - severe weather event |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Inventory, net |
|
|
|
2,354.8 |
|
113.8 |
|
162.3 |
|
|
|
2,630.9 |
|
||||||
Deferred tax asset-current |
|
|
|
52.2 |
|
|
|
|
|
|
|
52.2 |
|
||||||
Other current assets |
|
|
|
25.5 |
|
|
|
2.2 |
|
|
|
27.7 |
|
||||||
Total current assets |
|
|
|
2,858.0 |
|
122.7 |
|
366.3 |
|
(191.2 |
) |
3,155.8 |
|
||||||
Property, plant and equipment, net |
|
|
|
1,118.3 |
|
319.2 |
|
178.2 |
|
|
|
1,615.7 |
|
||||||
Pension assets |
|
|
|
118.3 |
|
|
|
0.5 |
|
|
|
118.8 |
|
||||||
Investment in subsidiary |
|
997.3 |
|
279.9 |
|
|
|
|
|
(1,277.2 |
) |
|
|
||||||
Equity in net assets of subsidiaries |
|
967.4 |
|
12.5 |
|
|
|
|
|
(979.9 |
) |
|
|
||||||
Deferred tax asset- non-current, net |
|
|
|
55.0 |
|
|
|
0.7 |
|
|
|
55.7 |
|
||||||
Other assets |
|
|
|
333.6 |
|
80.0 |
|
30.3 |
|
(347.5 |
) |
96.4 |
|
||||||
Total assets |
|
$ |
1,964.7 |
|
$ |
4,775.6 |
|
$ |
521.9 |
|
$ |
576.0 |
|
$ |
(2,795.8 |
) |
$ |
5,042.4 |
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable |
|
$ |
|
|
$ |
477.0 |
|
$ |
129.3 |
|
$ |
144.3 |
|
$ |
(191.2 |
) |
$ |
559.4 |
|
Accrued expenses |
|
|
|
167.5 |
|
0.3 |
|
33.0 |
|
|
|
200.8 |
|
||||||
Profit sharing |
|
|
|
21.6 |
|
|
|
1.9 |
|
|
|
23.5 |
|
||||||
Current portion of long-term debt |
|
|
|
39.8 |
|
5.6 |
|
3.5 |
|
|
|
48.9 |
|
||||||
Advance payments, short-term |
|
|
|
8.8 |
|
|
|
|
|
|
|
8.8 |
|
||||||
Deferred revenue, short-term |
|
|
|
27.2 |
|
|
|
1.3 |
|
|
|
28.5 |
|
||||||
Deferred grant income liability - current |
|
|
|
|
|
4.9 |
|
1.2 |
|
|
|
6.1 |
|
||||||
Other current liabilities |
|
|
|
32.9 |
|
|
|
4.6 |
|
|
|
37.5 |
|
||||||
Total current liabilities |
|
|
|
774.8 |
|
140.1 |
|
189.8 |
|
(191.2 |
) |
913.5 |
|
||||||
Long-term debt |
|
|
|
1,126.2 |
|
80.0 |
|
213.3 |
|
(267.5 |
) |
1,152.0 |
|
||||||
Advance payments, long-term |
|
|
|
655.9 |
|
|
|
|
|
|
|
655.9 |
|
||||||
Pension/OPEB obligation |
|
|
|
84.2 |
|
|
|
|
|
|
|
84.2 |
|
||||||
Deferred grant income liability - non-current |
|
|
|
|
|
88.9 |
|
32.9 |
|
|
|
121.8 |
|
||||||
Deferred revenue and other deferred credits |
|
|
|
24.0 |
|
|
|
10.7 |
|
|
|
34.7 |
|
||||||
Other liabilities |
|
|
|
175.9 |
|
|
|
19.7 |
|
(80.0 |
) |
115.6 |
|
||||||
Total equity |
|
1,964.7 |
|
1,934.6 |
|
212.9 |
|
109.6 |
|
(2,257.1 |
) |
1,964.7 |
|
||||||
Total liabilities and shareholders equity |
|
$ |
1,964.7 |
|
$ |
4,775.6 |
|
$ |
521.9 |
|
$ |
576.0 |
|
$ |
(2,795.8 |
) |
$ |
5,042.4 |
|
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended September 27, 2012
|
|
Holdings |
|
Spirit |
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Total |
|
||||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities |
|
$ |
(25.9 |
) |
$ |
293.9 |
|
$ |
3.2 |
|
$ |
(61.6 |
) |
$ |
25.9 |
|
$ |
235.5 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment |
|
|
|
(140.1 |
) |
(3.2 |
) |
(20.2 |
) |
|
|
(163.5 |
) |
||||||
Purchase of property, plant and equipment - severe weather event |
|
|
|
(7.0 |
) |
|
|
|
|
|
|
(7.0 |
) |
||||||
Insurance proceeds for investing purposes - severe weather event |
|
|
|
7.0 |
|
|
|
|
|
|
|
7.0 |
|
||||||
Proceeds from sale of assets |
|
|
|
0.1 |
|
|
|
1.2 |
|
|
|
1.3 |
|
||||||
Equity in net assets of subsidiaries |
|
25.9 |
|
|
|
|
|
|
|
(25.9 |
) |
|
|
||||||
Other |
|
|
|
(1.0 |
) |
|
|
(0.2 |
) |
|
|
(1.2 |
) |
||||||
Net cash provided by (used in) investing activities |
|
25.9 |
|
(141.0 |
) |
(3.2 |
) |
(19.2 |
) |
(25.9 |
) |
(163.4 |
) |
||||||
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from revolving credit facility |
|
|
|
170.0 |
|
|
|
|
|
|
|
170.0 |
|
||||||
Payments on revolving credit facility |
|
|
|
(170.0 |
) |
|
|
|
|
|
|
(170.0 |
) |
||||||
Proceeds from issuance of debt |
|
|
|
547.3 |
|
|
|
|
|
|
|
547.3 |
|
||||||
Principal payments of debt |
|
|
|
(564.1 |
) |
|
|
(2.9 |
) |
|
|
(567.0 |
) |
||||||
Collection on (repayment of) intercompany debt |
|
|
|
(55.0 |
) |
|
|
55.0 |
|
|
|
|
|
||||||
Debt issuance and financing costs |
|
|
|
(11.3 |
) |
|
|
|
|
|
|
(11.3 |
) |
||||||
Excess tax benefits from share-based payment arrangements |
|
|
|
1.2 |
|
|
|
|
|
|
|
1.2 |
|
||||||
Net cash provided by (used in) financing activities |
|
|
|
(81.9 |
) |
|
|
52.1 |
|
|
|
(29.8 |
) |
||||||
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
|
1.6 |
|
|
|
1.6 |
|
||||||
Net increase (decrease) in cash and cash equivalents for the period |
|
|
|
71.0 |
|
|
|
(27.1 |
) |
|
|
43.9 |
|
||||||
Cash and cash equivalents, beginning of period |
|
|
|
106.7 |
|
|
|
71.1 |
|
|
|
177.8 |
|
||||||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
177.7 |
|
$ |
|
|
$ |
44.0 |
|
$ |
|
|
$ |
221.7 |
|
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended September 29, 2011
|
|
Holdings |
|
Spirit |
|
Guarantor
|
|
Non-Guarantor
|
|
Consolidating
|
|
Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities |
|
$ |
132.0 |
|
$ |
(162.6 |
) |
$ |
26.9 |
|
$ |
(40.1 |
) |
$ |
(132.0 |
) |
$ |
(175.8 |
) |
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment |
|
|
|
(104.9 |
) |
(26.9 |
) |
(32.4 |
) |
|
|
(164.2 |
) |
||||||
Proceeds from the sale of assets |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.4 |
|
||||||
Equity in net assets of subsidiaries |
|
(132.0 |
) |
|
|
|
|
|
|
132.0 |
|
|
|
||||||
Net cash provided by (used in) investing activities |
|
(132.0 |
) |
(104.7 |
) |
(26.9 |
) |
(32.2 |
) |
132.0 |
|
(163.8 |
) |
||||||
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Principal payments of debt |
|
|
|
(4.0 |
) |
|
|
(1.3 |
) |
|
|
(5.3 |
) |
||||||
Collection on (repayment of) intercompany debt |
|
|
|
(56.2 |
) |
|
|
56.2 |
|
|
|
|
|
||||||
Excess tax benefits from share-based payment arrangements |
|
|
|
1.2 |
|
|
|
|
|
|
|
1.2 |
|
||||||
Net cash provided by (used in) financing activities |
|
|
|
(59.0 |
) |
|
|
54.9 |
|
|
|
(4.1 |
) |
||||||
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
|
0.4 |
|
|
|
0.4 |
|
||||||
Net (decrease) in cash and cash equivalents for the period |
|
|
|
(326.3 |
) |
|
|
(17.0 |
) |
|
|
(343.3 |
) |
||||||
Cash and cash equivalents, beginning of period |
|
|
|
416.1 |
|
|
|
65.5 |
|
|
|
481.6 |
|
||||||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
89.8 |
|
$ |
|
|
$ |
48.5 |
|
$ |
|
|
$ |
138.3 |
|
Spirit AeroSystems Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, , £, and RM in millions other than per share amounts)
25. Subsequent Events
To address the charges in the third quarter, the Company amended its Senior Secured Credit Facility effective October 26, 2012. The amendment resulted in a revision of the financial covenant ratios. No event of default has occurred and the Company is in full compliance for its third quarter 2012 compliance certification.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q (this Quarterly Report). The following section may include forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as may, will, should, expect, anticipate, intend, estimate, believe, project, continue, plan, forecast, or other similar words. These statements reflect managements current views with respect to future events and are subject to risks and uncertainties, both known and unknown, including, but not limited to, those described in the Risk Factors sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (our 2011 Form 10-K), filed with the SEC on February 23, 2012 and our Quarterly Report on form 10-Q for the period ended March 29, 2012 (our Q1 2012 Form 10-Q), filed with the SEC on May 4, 2012. See also Cautionary Statement Regarding Forward-Looking Statements. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements.
Recent Events
Due to Hurricane Sandy, which made landfall on the east Coast of the U.S. on October 29, 2012, some of our suppliers may experience disruptions. We do not expect these disruptions to have a material impact on our operations.
On October 25, 2012, we announced the recognition in the third quarter of 2012 of a $590.4 million forward loss charge related to six of our new development programs. As previously disclosed in our annual and quarterly reports, the Company faces many risks and challenges with these and other development programs. The charges by program are as follows:
· |
|
Boeing B787 |
|
$184.0 million (wing fixed and movable leading edges, FLE and MLE) |
· |
|
Gulfstream G650 |
|
$162.5 million (wing) |
· |
|
Rolls Royce BR 725 |
|
$151.0 million (engine nacelles for the G650 aircraft) |
· |
|
Gulfstream G280 |
|
$88.1 million (wing) |
· |
|
747-8 Wing |
|
$2.4 million (wing) |
· |
|
A350 Wing Non-Recurring |
|
$2.4 million (wing) |
On October 19, 2012, the Company reached an agreement with its insurers on a final settlement for all claims relating to the April 14, 2012 severe weather event. Under the terms of this settlement, the insurers agreed to pay the Company $234.9 million (including payments previously made) to resolve all property damage, clean-up and recovery costs related to the severe weather event as well as expenses incurred to make up for the interruptions of production and to reduce further disruptions. The Company expects to receive non-refundable payments of the settlement amount (less $105.0 million in cash advance payments already received during the second quarter of 2012) from its insurers prior to December 31, 2012.
On October 16, 2012, Spirit AeroSystems announced that Jon Lammers has been named Senior Vice President, General Counsel and Secretary.
On September 6, 2012, Spirit announced a reorganization to better align its structure to the changing needs of the business. Reporting to President and CEO Jeff Turner, the Spirit Executive Leadership team includes:
· Mike King, Executive Vice President/Chief Operations Officer with responsibility for Supply Chain Management, Manufacturing and Operations Efficiency
· John Pilla, Senior Vice President/General Manager of Propulsion and Wing segments with responsibility for Propulsion, Aftermarket, Spirit Europe and Spirit Malaysia
· David Coleal, Senior Vice President/General Manager of Fuselage with responsibility for Fuselage, North Carolina, and Oklahoma
· Sam Marnick, Senior Vice President/Chief Administration Officer with Quality, Operations Support, Human Resources and Corporate Administration under her purview
· Phil Anderson, Senior Vice President/Chief Financial Officer with Information Technology under his purview
· Jon Lammers, Senior Vice President/Secretary
· David Walker, Senior Vice President/Chief Technology Officer, Business Development and A350
· John Lewelling, Senior Vice President, Strategy
· Buck Buchanan, Senior Vice President, Advanced Projects
Overview
We are one of the largest independent non-OEM (original equipment manufacturer) aircraft parts designers and manufacturers of commercial aerostructures in the world, based on annual revenues, as well as the largest independent supplier of aerostructures to Boeing. In addition, we are one of the largest independent suppliers of aerostructures to Airbus. Boeing and Airbus are the two largest aircraft OEMs in the world. Aerostructures are structural components, such as fuselages, propulsion systems and wing systems for commercial and military aircraft. For the three months ended September 27, 2012, we generated net revenues of $1,365.3 million and net loss of $134.4 million, and for the nine months ended September 27, 2012, we generated net revenues of $3,972.1 million and net loss of $25.9 million.
We are organized into three principal reporting segments: (1) Fuselage Systems, which includes forward, mid and rear fuselage sections, (2) Propulsion Systems, which includes nacelles, struts/pylons and engine structural components, and (3) Wing Systems, which includes wings, wing components, flight control surfaces and other miscellaneous structural parts. All other activities fall within the All Other segment, principally made up of sundry sales of miscellaneous services, tooling contracts, and sales of natural gas through a tenancy-in-common with other companies that have operations in Wichita, Kansas. The Fuselage Systems segment manufactures products at our facilities in Wichita, Kansas and Kinston, North Carolina, with an assembly plant in Saint-Nazaire, France for the A350 XWB program. The Propulsion Systems segment manufactures products at our facilities in Wichita and Chanute, Kansas. The Wing Systems segment manufactures products at our facilities in Tulsa and McAlester, Oklahoma; Prestwick, Scotland; Subang, Malaysia; and Kinston, North Carolina. Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 49%, 26%, 25% and less than 1%, respectively, of our net revenues for the three months ended September 27, 2012. Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 48%, 27%, 25% and less than 1%, respectively, of our net revenues for the nine months ended September 27, 2012.
New Program Performance
We are currently performing work on several new programs, which are in various stages of development. Several of these programs entered flight testing in 2011, including the Gulfstream G280 and Gulfstream G650, which includes the Rolls-Royce BR725. The G280 and G650 aircraft received FAA Type Certification during the third quarter of 2012, though neither program achieved first customer delivery during that period. The Boeing B787-8 and Boeing B747-8 have each received FAA and JAA certifications, as well as EASA certification for entry into service, and each of these Boeing programs have made aircraft deliveries to the final customer. We are delivering revenue-generating production units on all of these programs. We have delivered six revenue-generating test articles on the Sikorsky CH-53K helicopter program, and we expect to deliver the final test article by the end of the first quarter of 2013.
During the third quarter of 2012, several key events occurred within some of our new programs which necessitated revisions to our contract estimates due to performance issues, cost overruns and cost reduction activities that have not materialized as quickly as we had expected. The Company has failed to achieve forecasted cost reductions on many of these programs and overran engineering design cost forecasts due to excessive re-design efforts. As a result of these and other events, for the nine months ended September 27, 2012, we have recorded aggregate forward loss charges of $184.0 million on the Boeing 787, $162.5 million on the Gulfstream G650, $151.0 million on the Rolls-Royce BR725, $98.8 million on the Gulfstream G280, $8.9 million on the Airbus A350 XWB non-recurring wing and $5.1 million on the Boeing 747-8 wing programs. Following is a summary of events that occurred during the third quarter of 2012 that resulted in revisions of estimates on certain programs.
Performance Issues-Tulsa Facility
The Companys Tulsa facility has significant work content on three of the development programs (B787, G280, G650). The multiple complex development programs at this facility have created various performance issues that have resulted in previous changes to our contract estimates on these development programs.
The performance issues at the Tulsa facility were magnified in the third quarter of 2012 when the Company implemented a recovery plan which would bring the Company current on the delivery schedule for its B787 wing components. The Company began implementing the recovery plan during late July 2012 which resulted in the addition of significant additional resources to meet delivery schedules. As the Company was implementing the recovery plan, it became clear during the third quarter estimation process that the remediation would have a significant impact on the future cost curves due to significant amounts of additional headcount and disruption.
Type Certification
On September 4th and 7th 2012, Gulfstream received type certification on the G280 and G650 aircraft. These type certifications impact three of the Companys development programs, G280, G650 and BR725 (the engine nacelle on the G650). Type certification is a significant program milestone for commercial aerospace products as it represents the airworthiness authoritys approval of the completion and functionality of engineering design and the ability of the aircraft to enter into service, and leads directly to the commencement of full rate production. However, following type certification the ability to redesign for cost is significantly less if no derivative aircraft design is planned. We currently have no plans for derivative models, making redesign for cost improvements difficult after type certification.
The pace of cost improvements was not keeping up with projected learning curves particularly related to redesign opportunities and as all three programs are preparing to enter full rate production, we revised our estimates to reflect higher costs.
Decision on Work Package Transfers
Given certain challenges of new programs at the Companys Kinston, NC site and the fact that our newest facility in Chanute was in the process of multiple work package transfers during the third quarter, the Company decided to delay the transfer of any additional work packages into these facilities. Overall, this had a significant impact on the BR725 program and the timing of anticipated cost reduction from the planned transfer of work content to lower-cost facilities.
Finalization of supplier contracts
During the early phases of our development programs, the Company will frequently procure small quantities of required sub-assemblies and parts from our suppliers. This practice generally forces us to pay higher unit prices for these sub-assemblies and parts, but allows us flexibility in evaluating supplier performance and quality as well as address design changes that frequently occur during the early phases of these development programs. Once design changes subside, we will generally contract on a longer-term basis with our suppliers which allows us to experience more favorable supply chain pricing.
The Company has been successful in negotiating lower costs with suppliers on most of these development programs particularly during the third quarter of 2012; however, these costs are not as low as original estimates. This pressure on supply chain cost runs across all of our development programs. As Boeing and Airbus have increased production rates on existing commercial programs, our suppliers have limited capacity to deal with even modest rate increases on our business jet programs. In addition, the capacity constraint in our supply base has prevented us from moving to the supply chain certain work we currently perform in-house. As a result of higher current costs which have exceeded estimates and recent negotiations with suppliers, the Company has revised supplier costs across several of the development programs.
We continue to support the development of the A350 XWB program through a wing contract and a fuselage contract both of which are segmented into a nonrecurring design engineering phase and recurring production phase. Our A350 XWB wing nonrecurring contract continued to experience increasing engineering change costs resulting in the additional forward loss recorded in the third quarter of 2012. While we have now substantially completed the engineering and design for the first model, we still have yet to design the next derivative model which is a major element of the nonrecurring contracts for both the fuselage and wing contracts. Unexpected delays in the completion of the design engineering, significant changes to the design as a result of test or other requirements changes, or delays in delivery schedule could result in additional forward-losses on the nonrecurring wing element of the program and additional cost pressure on the recurring elements of this program. While we are currently projecting the recurring production contracts to be profitable, there is still a substantial amount of risk similar to what we have experienced on other development programs. Particularly, our ability to manage risks related to supply chain contracting, supplier performance, execution of cost reduction strategies, hiring and retaining skilled production and management personnel, quality and manufacturing execution, program schedule delays and many other risks, will determine the ultimate performance of these programs.
The next twelve months will be a critical time for most of these development programs as we manufacture the initial units and establish baseline performance for the recurring cost structure. Recognition of forward-losses in future periods continues to be a significant risk and will depend upon several factors including our market forecast, possible airplane program delays, our ability to successfully perform under revised design and manufacturing plans, achievement of forecasted cost reductions as we enter into production and our ability to successfully resolve claims and assertions with our customers and suppliers.
Results of Operations
The following table sets forth, for the periods indicated, certain of our operating data:
|
|
Three
|
|
Three
|
|
Percentage |
|
Nine
|
|
Nine
|
|
Percentage |
|
||||
|
|
September 27,
|
|
September 29,
|
|
Change
|
|
September 27, 2012 |
|
September 29, 2011 |
|
Change
|
|
||||
|
|
($ in millions) |
|
||||||||||||||
Net revenues (1) |
|
$ |
1,365.3 |
|
$ |
1,129.7 |
|
21 |
% |
$ |
3,972.1 |
|
3,644.9 |
|
9 |
% |
|
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales (2) |
|
1,746.7 |
|
963.0 |
|
81 |
% |
3,994.6 |
|
3,245.6 |
|
23 |
% |
||||
Selling, general and administrative expenses |
|
40.6 |
|
38.4 |
|
6 |
% |
125.9 |
|
118.5 |
|
6 |
% |
||||
Severe weather event |
|
(218.8 |
) |
|
|
NA |
|
(164.3 |
) |
|
|
NA |
|
||||
Research and development |
|
7.3 |
|
7.8 |
|
(6 |
)% |
21.6 |
|
27.1 |
|
(20 |
)% |
||||
Operating (loss) income |
|
(210.5 |
) |
120.5 |
|
(275 |
)% |
(5.7 |
) |
253.7 |
|
(102 |
)% |
||||
Interest expense and financing fee amortization |
|
(16.2 |
) |
(19.0 |
) |
(15 |
)% |
(62.6 |
) |
(61.6 |
) |
2 |
% |
||||
Interest income |
|
|
|
|
|
0 |
% |
0.1 |
|
0.2 |
|
(50 |
)% |
||||
Other income (expense), net |
|
4.1 |
|
(1.6 |
) |
(356 |
)% |
3.4 |
|
|
|
NA |
|
||||
(Loss) income before income taxes and equity in net loss of affiliate |
|
(222.6 |
) |
99.9 |
|
(323 |
)% |
(64.8 |
) |
192.3 |
|
(134 |
)% |
||||
Income tax benefit (provision) |
|
88.3 |
|
(32.4 |
) |
(373 |
)% |
39.4 |
|
(59.6 |
) |
(166 |
)% |
||||
Income before equity in net (loss) of affiliate |
|
(134.3 |
) |
67.5 |
|
(299 |
)% |
(25.4 |
) |
132.7 |
|
(119 |
)% |
||||
Equity in net loss of affiliate |
|
(0.1 |
) |
(0.2 |
) |
(50 |
)% |
(0.5 |
) |
(0.7 |
) |
(29 |
)% |
||||
Net (loss) income |
|
$ |
(134.4 |
) |
$ |
67.3 |
|
(300 |
)% |
$ |
(25.9 |
) |
$ |
132.0 |
|
(120 |
)% |
(1) The nine months ended September 29, 2011 includes recognition of previously deferred revenue associated with the amendment to the B787 supply agreement entered into with Boeing in May 2011 (the B787 Amendment) in the second quarter of 2011.
(2) The three months ended September 27, 2012 are inclusive of forward loss charges of $184.0 million, $162.5 million, $151.0 million, $88.1 million, $2.4 million, and $2.4 million on the Boeing 787, Gulfstream G650, Rolls Royce BR725, Gulfstream G280, Airbus A350 XWB wing non-recurring and Boeing 747-8 programs, respectively. The nine months ended September 27, 2012 are inclusive of forward loss charges of $184.0 million, $162.5 million, $151.0 million, $98.8 million, $8.9 million and $5.1 million on the Boeing 787, Gulfstream G650, Rolls Royce BR725, Gulfstream G280, Airbus A350 XWB wing non-recurring and Boeing 747-8 programs, respectively. In addition, the nine months ended September 27, 2012 includes $3.6 million related to asset impairments, $2.2 million charge related to stock incentives for certain UAW-represented employees and a $2.1 million charge for early retirement incentives for eligible employees. The three months ended September 29, 2011 are inclusive of a forward loss charge of $10.0 million on the Sikorsky CH-53K program. The nine months ended September 29, 2011 are inclusive of forward loss charges of $53.3 million and $38.2 million on the Gulfstream G280 and Sikorsky CH-53K programs, respectively. In addition, the nine months ended September 27, 2011 includes a $9.0 million charge due to a change in estimate to increase warranty and extraordinary rework reserves and $1.9 million in early retirement incentives elected by UAW-represented employees.
Comparative ship set deliveries by model are as follows:
Model |
|
Three Months
|
|
Three Months
|
|
Nine Months
|
|
Nine Months
|
|
B737 |
|
107 |
|
95 |
|
317 |
|
285 |
|
B747 |
|
7 |
|
4 |
|
18 |
|
11 |
|
B767 |
|
6 |
|
6 |
|
19 |
|
17 |
|
B777 |
|
22 |
|
21 |
|
64 |
|
59 |
|
B787 |
|
9 |
|
5 |
|
28 |
|
18 |
|
Total Boeing |
|
151 |
|
131 |
|
446 |
|
390 |
|
A320 Family |
|
103 |
|
103 |
|
324 |
|
297 |
|
A330/340 |
|
26 |
|
24 |
|
75 |
|
68 |
|
A350 |
|
1 |
|
|
|
2 |
|
|
|
A380 |
|
3 |
|
7 |
|
16 |
|
18 |
|
Total Airbus |
|
133 |
|
134 |
|
417 |
|
383 |
|
Business/Regional Jets |
|
27 |
|
12 |
|
58 |
|
35 |
|
Total |
|
311 |
|
277 |
|
921 |
|
808 |
|
For purposes of measuring production or ship set deliveries for Boeing aircraft in a given period, the term ship set refers to sets of structural fuselage components produced or delivered for one aircraft in such period. For purposes of measuring production or ship set deliveries for Airbus and Business/Regional Jet aircraft in a given period, the term ship set refers to all structural aircraft components produced or delivered for one aircraft in such period. Other components which are part of the same aircraft ship sets could be produced or shipped in earlier or later accounting periods than the components used to measure production or ship set deliveries, which may result in slight variations in production or delivery quantities of the various ship set components in any given period.
Net revenues by prime customer are as follows:
Prime Customer |
|
Three Months
|
|
Three Months
|
|
Nine Months
|
|
Nine Months Ended
|
|
|||
|
|
($ in millions) |
|
|||||||||
Boeing |
|
$ |
1,167.6 |
|
$ |
950.6 |
|
3,353.5 |
|
$ |
3,143.2 |
|
Airbus |
|
92.9 |
|
122.8 |
|
320.3 |
|
347.5 |
|
|||
Gulfstream |
|
51.0 |
|
16.6 |
|
126.0 |
|
33.2 |
|
|||
Sikorsky |
|
5.7 |
|
1.5 |
|
21.4 |
|
8.3 |
|
|||
Other (1) |
|
48.1 |
|
38.2 |
|
150.9 |
|
112.7 |
|
|||
Total net revenues |
|
$ |
1,365.3 |
|
$ |
1,129.7 |
|
3,972.1 |
|
$ |
3,644.9 |
|
(1) Includes aftermarket sales
Three Months ended September 27, 2012 as Compared to Three Months ended September 29, 2011
Net Revenues . Net revenues for the three months ended September 27, 2012 were $1,365.3 million, an increase of $235.6 million, or 21%, compared with net revenues of $1,129.7 million for the same period in the prior year. The increase in net revenues related to programs in production was $202.8 million primarily due to production volume increases in the third quarter of 2012 on Boeing programs and business jet programs. Non-recurring net revenue, which includes design and development efforts, increased in the third quarter of 2012 by $28.2 million primarily due to increased non-recurring efforts on the B737, B787 and Sikorsky CH-53K, partially offset by a reduction in A350 XWB non-recurring fuselage effort. Aftermarket volume increased by $4.3 million as demand for propulsion spares continue to grow in 2012. Ship set deliveries to Boeing increased by 15% quarter-over-quarter to support production rate increases across several Boeing models. Ship set deliveries to Airbus decreased by 1% quarter-over-quarter primarily due to
decreased A380 deliveries. I n total, ship set deliveries increased 12% to 311 ship sets in the third quarter of 2012 compared to 277 ship sets for the same period in the prior year. Approximately 92% of Spirits net revenues for the third quarter of 2012 came from our two largest customers, Boeing and Airbus.
Cost of Sales. Cost of sales as a percentage of net revenues was 128% for the three months ended September 27, 2012, compared to 85% for the same period in the prior year. The increase in cost of sales as a percentage of net revenues is primarily due to the recognition of $590.4 million in forward losses on several new programs for the three months ended September 27, 2012, partially offset by a net favorable cumulative catch-up adjustment of $18.2 million driven by productivity and efficiency on core programs and other one-time expense reductions. In comparison, during the same period in the prior year, we recorded a $10.0 million forward loss charge on our Sikorsky CH-53K program, partially offset by a favorable cumulative catch-up adjustment of $3.7 million driven by a favorable cost adjustment to reflect the recovery from the customer of non-recurring efforts in our Propulsion segment and other one-time expense reductions, partially offset by increasing material costs in our Wing segment.
SG&A, Research and Development. Combined SG&A and Research and Development costs as a percentage of net revenues was 4% for each of the three month periods ended September 27, 2012 and September 29, 2011. SG&A and research and development expenses increased by a net $1.7 million primarily associated with an increase in certain corporate SG&A expenses, partially offset by a slight decrease in research and development expense.
Impact of Severe Weather Event . During the third quarter of 2012, the Company settled the insurance claims resulting from the second quarter 2012 severe weather event and recorded a net $218.8 million gain to operating income for the three months ended September 27, 2012 (see -Liquidity and Capital Resources Future Cash Needs and Capital Spending Insurance Recovery).
Operating Income (Loss). Operating loss for the three months ended September 27, 2012 was $210.5 million, a decrease in operating income of $331.0 million, compared to operating income of $120.5 million for the same period in the prior year. The decrease in operating income during the third quarter of 2012 was driven by forward losses on several new programs compared to the same period in 2011 as discussed above, partially offset by a gain on the insurance settlement from the severe weather event, an $18.2 million favorable cumulative catch-up adjustment driven by productivity and efficiency on core programs and other one-time expense reductions.
Interest Expense and Financing Fee Amortization. Interest expense and financing fee amortization for the three months ended September 27, 2012 includes $15.1 million of interest and fees paid or accrued in connection with long-term debt and $1.1 million in amortization of deferred financing costs, as compared to $16.7 million of interest and fees paid or accrued in connection with long-term debt and $2.3 million in amortization of deferred financing costs for the same period in the prior year. The decrease in interest expense associated with long-term debt in the third quarter of 2012 was primarily driven by the accelerated recognition of $1.4 million in interest expense in the second quarter of 2012 due to the ineffectiveness of swaps as a result of the April 18, 2012 term loan refinancing. The decrease in deferred financing costs is the result of the April 18, 2012 term loan refinancing causing deferred financing to be amortized over a longer period.
Interest Income. Interest income for each of the three month periods ended September 27, 2012 and September 29, 2011 was less than $0.1 million.
Other Income (Expense), net. Other income (expense), net for the three months ended September 27, 2012 amounted to a net gain of $4.1 million primarily due to gains on foreign exchange rates on intercompany activity and borrowings partially offset by $2.4 million charge for the impairment of an asset as compared to a net expense of $1.6 million for the same period in the prior year. Quarter-over-quarter, foreign exchange rates on debt denominated in currencies other than the borrowing entities functional currency had a positive impact.
Provision for Income Taxes. Our reported tax rate includes two principal components: an expected annual tax rate and discrete items resulting in additional provisions or benefits that are recorded in the quarter that an event arises. Events or items that give rise to discrete recognition could include finalizing amounts in income tax returns filed, finalizing audit examinations for open tax years, and an expiring statute of limitations.
However, the Company has determined that a calculation of an annual effective tax rate would not represent a reliable estimate due to the sensitivity of the annual effective tax rate estimate to even minimal changes to forecasted fourth quarter pre-tax earnings. Under the discrete method, the Company determines the tax expense based upon actual results as if the interim period were an annual period. The discrete method was used for our U.S. pre-tax income and an annual effective rate was used for our international pre-tax income.
The income tax provision for the three months ended September 27, 2012 includes $(89.5) million for federal taxes, $(0.4) million for state taxes and $1.6 million for foreign taxes. The income tax provision for the three months ended September 27, 2011 includes $28.1 million for federal taxes, $0.5 million for state taxes and $3.8 million for foreign taxes. The 2012 effective tax rate was 39.7% as compared to 32.4% for 2011. The difference in the effective tax rate recorded for 2012 as compared to 2011 relates primarily to
a corresponding tax benefit for current period losses combined with our permanent tax differences and income tax credits. The same benefits caused the increase from the U.S. statutory tax rate.
Segments. The following table shows segment revenues and operating income for the three months ended September 27, 2012 and September 29, 2011:
|
|
Three Months Ended
|
|
Three Months Ended
|
|
||
|
|
($ in millions) |
|
||||
Segment Revenues |
|
|
|
|
|
||
Fuselage Systems |
|
$ |
660.4 |
|
$ |
541.6 |
|
Propulsion Systems |
|
357.6 |
|
309.1 |
|
||
Wing Systems |
|
344.6 |
|
276.8 |
|
||
All Other |
|
2.7 |
|
2.2 |
|
||
|
|
$ |
1,365.3 |
|
$ |
1,129.7 |
|
Segment Operating Income (Loss) |
|
|
|
|
|
||
Fuselage Systems (1) |
|
$ |
113.7 |
|
$ |
79.6 |
|
Propulsion Systems (2) |
|
(96.9 |
) |
52.8 |
|
||
Wing Systems (3) |
|
(406.7 |
) |
22.6 |
|
||
All Other |
|
0.2 |
|
1.3 |
|
||
|
|
(389.7 |
) |
156.3 |
|
||
Unallocated corporate SG&A |
|
(38.6 |
) |
(35.1 |
) |
||
Unallocated impact from severe weather event (4) |
|
218.8 |
|
|
|
||
Unallocated research and development |
|
(1.0 |
) |
(0.7 |
) |
||
Total Operating Income (Loss) |
|
$ |
(210.5 |
) |
$ |
120.5 |
|
(1) Inclusive of $10.0 million forward-loss recorded on our Sikorsky CH-53K helicopter program in the third quarter of 2011.
(2) Inclusive of forward loss charges of $151.0 million recorded on our Rolls-Royce program in the third quarter of 2012.
(3) Inclusive of forward loss charges recorded in the third quarter of 2012 of $184.0 million for the B787 wing program, $162.5 million for the G650 wing program, $88.1 million for the G280 wing program, $2.4 million for the A350 XWB non-recurring wing contract and $2.4 million for the B747-8 wing program.
(4) Includes gains resulting from insurance settlement net of costs incurred in the quarter related to the April 14, 2012 severe weather event.
Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 49%, 26%, 25% and less than 1%, respectively, of our net revenues for the three months ended September 27, 2012.
Fuselage Systems. Fuselage Systems segment net revenues for the three months ended September 27, 2012 were $660.4 million, an increase of $118.8 million, or 22%, compared to the same period in the prior year. The increase in net revenues was primarily due to production volume increases in the third quarter of 2012 on Boeing programs. In addition, non-recurring net revenue, which includes design and development efforts, increased in the third quarter of 2012 as non-recurring efforts on the B737, B787 and Sikorsky CH-53K increased, partially offset by reduced design and developmental efforts on the A350 XWB non-recurring fuselage program. Fuselage Systems posted segment operating margins of 17% for the three months ended September 27, 2012, up from 15% segment operating margins for the same period in the prior year. Improved segment operating margins were primarily driven by higher production volume due to rate increases on several Boeing programs. In addition, the segment recognized a $14.0 million favorable cumulative catch-up adjustment driven by productivity and efficiency performance on our core programs and other one-time expense reductions, compared to the recognition of a $10.0 million forward loss charge on our Sikorsky CH-53K helicopter program and a $0.9 million favorable cumulative catch-up adjustment recorded in the same period of the prior year.
Propulsion Systems. Propulsion Systems segment net revenues for the three months ended September 27, 2012 were $357.6 million, an increase of $48.5 million, or 16% compared to the same period in the prior year. The increase in net revenues was primarily driven by higher production volume on Boeing models, increased aftermarket volume and increased non-recurring effort on the B737 and B787. Propulsion Systems posted segment operating margins of (27%) for the three months ended September 27, 2012,
down from 17% segment operating margins for the same period in the prior year. Segment operating margins in the third quarter were impacted by a $151.0 million forward loss on our BR725 program, partially offset by a favorable cumulative catch-up adjustment of $4.6 million associated with productivity and efficiency on core programs and other one-time expense reductions, compared to a $5.3 million favorable cumulative catch-up adjustment recorded in the same period of the prior year.
Wing Systems. Wing Systems segment net revenues for the three months ended September 27, 2012 were $344.6 million, an increase of $67.8 million, or 24%, compared to the same period in the prior year. The increase in net revenues was primarily driven by higher production on Boeing models and increased deliveries on our Gulfstream programs, partially offset by reduced non-recurring revenue on the A350 XWB non-recurring wing program and the settlement of certain claims and assertions during the third quarter. Wing Systems posted segment operating margins of (118%) for the three months ended September 27, 2012, down from 8% segment operating margins for the same period in the prior year. In the third quarter of 2012, the segment recorded a forward loss charge of $439.4 million on several of its new programs and an unfavorable cumulative catch-up adjustment of $0.4 million, partially offset by other one-time expense reductions. In comparison, during the third quarter of 2011, the segment had an unfavorable cumulative catch-up adjustment of $2.5 million.
All Other. All Other segment net revenues consist of sundry sales of miscellaneous services, tooling contracts, and revenues from KIESC. In the three months ended September 27, 2012, All Other segment net revenues were $2.7 million, an increase of $0.5 million, compared to the same period in the prior year. The increase in net revenues was primarily driven by additional sundry sales. The All Other segment operating margins were 7% and 59% for the three months ended September 27, 2012 and September 29, 2011, respectively.
Nine Months Ended September 27, 2012 as Compared to Nine Months Ended September 29, 2011
Net Revenues . Net revenues for the nine months ended September 27, 2012 were $3,972.1 million, an increase of $327.2 million, or 9%, compared with net revenues of $3,644.9 million for the same period in the prior year. The increase in net revenues was primarily driven by $276.2 million in production volume increases in the first nine months of 2012 on Boeing and business jet programs and a $28.4 million increase in aftermarket volume primarily driven by growing demand for propulsion spares. The net revenue increase was partially offset by the recognition of previously deferred revenue associated with the B787 Amendment signed in May 2011. During the first nine months of 2012, we delivered our sixth test article to Sikorsky. Non-recurring net revenue, which includes design and development efforts, increased in the first nine months of 2012 due to increased efforts on B737, B787 and Sikorsky CH-53K, partially offset by reduced efforts on A350 XWB non-recurring programs . Ship set deliveries to Boeing increased by 14% year-over-year to support production rate increases across several Boeing models. Ship set deliveries to Airbus increased by 9% year-over-year to support customer delivery schedules. During the first nine months of 2012, we delivered two A350 XWB fuselages to Airbus. In total, ship set deliveries increased by 14% to 921 ship sets during the nine months ended September 27, 2012, compared to 808 ship sets delivered in the same period of the prior year. Approximately 92% of Spirits net revenues for the nine months ended September 27, 2012 came from our two largest customers, Boeing and Airbus .
Cost of Sales. Cost of sales as a percentage of net revenues was 101% for the nine months ended September 27, 2012, compared to 89% for the same period in the prior year. Included in cost of sales for the nine months ended September 27, 2012 are $610.3 million in forward losses on several new programs, partially offset by a favorable cumulative catch-up adjustment of $7.9 million driven by productivity and efficiency on core programs. In addition, cost of sales for the nine months ended September 27, 2012 includes $2.2 million in UAW share grant awards in accordance with our labor agreement, and $2.1 million in early retirement incentives to eligible employees and other one-time expense reductions. Included in cost of sales for the nine months ended September 29, 2011 are forward loss charges of $53.3 million and $38.2 million recorded on our G280 program and Sikorsky CH-53K helicopter contract, respectively, a $9.0 million increase in warranty and extraordinary rework reserves, and $1.9 million in early retirement incentives for eligible UAW-represented employees, partially offset by a favorable cumulative catch-up adjustment of $3.1 million.
SG&A, Research and Development. Combined SG&A and Research and Development costs as a percentage of net revenues were 4% for each of the nine month periods ended September 27, 2012 and September 29, 2011. SG&A and research and development expenses increased by a net $1.9 million primarily associated with an increase in certain corporate SG&A expenses, partially offset by a decrease in research and development expense and other one-time expense reductions.
Impact of Severe Weather Event . During the third quarter of 2012, the Company settled the insurance claims resulting from the second quarter 2012 severe weather event and recorded a net $164.3 million gain to operating income for the nine months ended September 27, 2012 (see -Liquidity and Capital Resources Future Cash Needs and Capital Spending Insurance Recovery).
Operating Income (Loss). Operating loss for the nine months ended September 27, 2012 was $5.7 million, a decrease in operating income of $259.4 million, or 102%, compared to operating income of $253.7 million for the same period in the prior year. The decrease in operating income during the first nine months of 2012 was caused by higher forward loss charges recorded in the third quarter of 2012 on new programs as compared to the same period of 2011 as discussed above, partially offset by production volume
increases on Boeing programs and a gain of $164.3 million recognized as result of a settlement of insurance claims from the second quarter 2012 severe weather event net of costs incurred and a $7.9 million favorable cumulative catch-up adjustment driven by productivity and efficiency on core programs.
Interest Expense and Financing Fee Amortization. Interest expense and financing fee amortization for the nine months ended September 27, 2012 includes $49.5 million of interest and fees paid or accrued in connection with our long-term debt and $13.1 million in amortization of deferred financing costs, compared to $54.6 million of interest and fees paid or accrued in connection with our long-term debt and $7.0 million in amortization of deferred financing costs for the same period in the prior year. The change in interest expense associated with long-term debt was primarily driven by lower interest cost from new swaps entered into in the third quarter of 2011, partially offset by interest on the drawn portion of the revolver for a portion of 2012 and the effects of the new term loan entered into during the second quarter of 2012. The increase in deferred financing costs was the result of a $9.5 million write down of deferred financing fees due to debt extinguishment as a result of the April 18, 2012 term loan refinancing, partially offset by amortization of deferred financing cost over a longer term.
Interest Income. Interest income for the nine months ended September 27, 2012 was $0.1 million compared to $0.2 million for the same period in the prior year.
Other Income (Expense), net. Other income (expense), net for the nine months ended September 27, 2012 was a net gain of $3.4 million, primarily due to gains on foreign exchange rates on intercompany activity and borrowings, partially offset by a $3.0 million write-off of Hawker Beechcraft receivables and a $2.4 million charge for the impairment of assets, compared to expense of less than $0.1 million for the same period in the prior year.
Provision for Income Taxes. The income tax provision for the nine months ended September 27, 2012 includes $(42.6) million for federal taxes, $0.2 million for state taxes and $3.0 million for foreign taxes. The income tax provision for the nine months ended September 29, 2011 includes $54.6 million for federal taxes, $2.1 million for state taxes and $2.9 million for foreign taxes. The effective tax rate for the nine months ended September 27, 2012 was 60.8% as compared to 31.0% for the same period in 2011. The increase in the effective tax rate recorded for the nine months ended September 27, 2012 is related primarily to a corresponding tax benefit from current period losses combined with our permanent tax differences and income tax credits. The same benefits caused the increase from the U.S. statutory tax rate.
Segments. The following table shows segment revenues for the nine months ended September 27, 2012, compared to the nine months ended September 29, 2011:
|
|
Nine Months Ended
|
|
Nine Months Ended
|
|
||
|
|
($ in millions) |
|
||||
Segment Revenues |
|
|
|
|
|
||
Fuselage Systems |
|
$ |
1,910.4 |
|
$ |
1,842.7 |
|
Propulsion Systems |
|
1,052.8 |
|
899.8 |
|
||
Wing Systems |
|
999.8 |
|
894.2 |
|
||
All Other |
|
9.1 |
|
8.2 |
|
||
|
|
$ |
3,972.1 |
|
$ |
3,644.9 |
|
Segment Operating Income (Loss) |
|
|
|
|
|
||
Fuselage Systems (1)(2) |
|
$ |
294.7 |
|
$ |
221.7 |
|
Propulsion Systems (3) |
|
16.8 |
|
141.8 |
|
||
Wing Systems (4) |
|
(358.7 |
) |
8.8 |
|
||
All Other |
|
1.2 |
|
1.8 |
|
||
|
|
(46.0 |
) |
374.1 |
|
||
Unallocated corporate SG&A |
|
(112.6 |
) |
(107.8 |
) |
||
Unallocated impact from severe weather event (5) |
|
164.3 |
|
|
|
||
Unallocated research and development |
|
(3.4 |
) |
(1.7 |
) |
||
Unallocated cost of sales (6) |
|
(8.0 |
) |
(10.9 |
) |
||
Total operating income (loss) |
|
$ |
(5.7 |
) |
$ |
253.7 |
|
(1) Includes recognition of previously deferred revenue associated with the B787 Amendment in the first nine months of 2011.
(2) Inclusive of forward loss charge of $38.2 million recorded on our Sikorsky CH-53K helicopter program in the first nine months of 2011.
(3) Inclusive of a forward loss charge of $151.0 million recorded on our Rolls-Royce program in the third quarter of 2012.
(4) Inclusive of forward loss charges recorded in the nine months ended September 27, 2012 of $184.0 million for the B787 wing program, $162.5 million for the G650 wing program, $98.8 million for the G280 wing program, $8.9 million for the A350 XWB non-recurring wing contract and $5.1 million for the B747-8 wing program. The nine months ended September 30, 2011 includes a forward loss charge of $53.3 million recorded on our G280 wing program.
(5) Includes gains resulting from insurance claim settlement net of costs incurred related to the April 14, 2012 severe weather event.
(6) Includes charges in the second quarter of 2012 of $3.6 million related to asset impairments, $2.2 million related to stock incentives for certain UAW-represented employees and $2.1 million in early retirement incentives to eligible employees and charges in the third quarter of 2011 of $9.0 million due to a change in estimate to increase warranty and extraordinary rework reserves and $1.8 million in early retirement incentives elected by eligible UAW-represented employees.
Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 48%, 27%, 25% and less than 1%, respectively, of our net revenues for the nine months ended September 27, 2012.
Fuselage Systems. Fuselage Systems segment net revenues for the nine months ended September 27, 2012 were $1,910.4 million, an increase of $67.7 million, or 4%, compared to the same period in the prior year. The increase in net revenues was primarily due to production volume increases in the first nine months of 2012 on Boeing programs, partially offset by the recognition of previously deferred revenue in the second quarter of 2011 associated with the B787 Amendment settlement. In addition, non-recurring net revenue, which includes design and development efforts, increased in 2012 on the B737, B787 and Sikorsky CH-53K, partially offset by reduced design and developmental effort on the A350 XWB non-recurring fuselage program. Fuselage Systems posted segment operating margins of 15% for the nine months ended September 27, 2012, up from 12% segment operating margins for the same period in the prior year. Improved segment operating margins were primarily driven by higher production volume due to rate increases on several Boeing programs with favorable margins and improved productivity and efficiency performance on our B737
program and by other one-time expense reductions, partially offset by an unfavorable cumulative catch-up adjustment of $3.8 million related to periods prior to 2012. In comparison, in the same period of 2011, we recorded a forward loss of $38.2 million on the Sikorsky CH-53K program and a favorable cumulative catch-up adjustment of $5.1 million .
Propulsion Systems. Propulsion Systems segment net revenues for the nine months ended September 27, 2012 were $1,052.8 million, an increase of $153.0 million, or 17%, compared to the same period in the prior year. The increase in net revenues was primarily driven by higher production volume on Boeing models, increased aftermarket volume and increased non-recurring efforts on the B737 and B787. Propulsion Systems posted segment operating margins of 2% for the nine months ended September 27, 2012, down from 16% segment operating margins for the same period in the prior year. Reduced segment operating margins were due to a forward loss charge of $151.0 million recognized on the Rolls-Royce BR725 program, partially offset by a favorable cumulative catch-up adjustment related to periods prior to 2012 of $7.3 million associated with productivity and efficiency on core programs and by other one-time expense reductions. In comparison, in the same period of 2011, the segment recognized an $8.7 million favorable cumulative catch-up adjustment.
Wing Systems. Wing Systems segment net revenues for the nine months ended September 27, 2012 were $999.8 million, an increase of $105.6 million, or 12%, compared to the same period in the prior year. The increase in net revenues was primarily driven by higher production volume on Boeing models and increased deliveries on our Gulfstream programs, partially offset by reduced non-recurring revenue on the A350 XWB non-recurring wing program and the settlement of certain claims and assertions in the third quarter. Wing Systems posted segment operating margins of (36%) for the nine months ended September 27, 2012, down from 1% segment operating margins for the same period in the prior year. In the first nine months of 2012, the segment recorded forward loss charges of $459.3 million on new programs, partially offset by a favorable cumulative catch-up adjustment related to periods prior to 2012 of $4.4 million driven by productivity and efficiency on core programs and by other one-time expense reductions. In comparison, during the first nine months of 2011, we recorded a $53.3 million forward loss charge on our G280 wing contract and an unfavorable cumulative catch-up adjustment of $10.7 million.
All Other. All Other segment net revenues consist of sundry sales of miscellaneous services, tooling contracts and revenues from KIESC. In the nine months ended September 27, 2012, All Other segment net revenues were $9.1 million, a slight increase of $0.9 million, as compared to the same period in the prior year. The All Other segment recorded 13% operating margins for the nine months ended September 27, 2012, up from segment operating margins of 22% for the same period in the prior year driven by additional sundry sales.
Liquidity and Capital Resources
The primary sources of our liquidity include cash on hand, cash flow from operations, which includes receivables from customers and borrowings available under our revolving credit facility. Additionally, we may receive advance payments from customers and during 2012, we received payments from insurers as part of the severe weather event insurance proceeds. Our liquidity requirements are driven by our long-cycle business model. Our business model is comprised of four to six year non-recurring investment periods, which include design and development efforts, followed by ten to twenty years of recurring production. The non-recurring investment periods require significant outflows of cash as we design the product, build tooling, purchase equipment and build initial production inventories. These activities are typically funded partially through customer advances and milestone payments, which are offset against revenue as production units are delivered in the case of customer advances, or recognized as revenue as milestones are achieved in the case of milestone payments. The remaining funds needed to support non-recurring programs come from predictable cash inflows from our mature programs that are in the recurring phase of the production cycle. Occasionally, we have utilized borrowings and other sources of cash to fund non-recurring investments during periods where cash received from our customers is not adequate to fund our purchase commitments. The non-recurring investment period typically ends concurrently with initial deliveries of completed aircraft by our customers, which indicates that a program has entered into the recurring production phase. When a program reaches steady recurring production, it typically results in long-term generation of cash from operations. As part of our business model, we have continuously added new non-recurring programs, which are supported by mature programs that are in the steady recurring phase of the production cycle to promote growth.
In the first nine months of 2012, we had multiple new programs complete their non-recurring phase and enter into the recurring production phase.
As of September 27, 2012, we had $221.7 million of cash and cash equivalents on the balance sheet and $630.1 million of available borrowing capacity under our revolving credit facility, which is net of $19.9 million in letters of credit issued under our revolving credit facility. We had no outstanding balances under our revolving credit facility at the end of the third quarter of 2012. During the first quarter of 2012, we drew down $170.0 million from our revolving credit facility to fund short-term working capital needs, which was repaid in full by the end of the second quarter of 2012; there have been no subsequent revolver borrowings. Based on our planned levels of operations and our strong liquidity position, we currently expect that our cash on hand, cash flow from operations and borrowings available under our revolving credit facility will be sufficient to fund our operations, inventory growth, planned capital investments, research and development expenditures and scheduled debt service payments for at least the next twelve months.
Cash Flows
The following table provides a summary of our cash flow for the nine months ended September 27, 2012 and September 29, 2011:
|
|
For the Nine Months Ended |
|
||||
|
|
September 27, 2012 |
|
September 29, 2011 |
|
||
|
|
($ in millions) |
|
||||
Net (loss) income |
|
$ |
(25.9 |
) |
$ |
132.0 |
|
Adjustments to reconcile net income |
|
33.8 |
|
131.5 |
|
||
Changes in working capital |
|
227.6 |
|
(439.3 |
) |
||
Net cash provided by (used in) operating activities |
|
235.5 |
|
(175.8 |
) |
||
Net cash (used in) investing activities |
|
(163.4 |
) |
(163.8 |
) |
||
Net cash (used in) financing activities |
|
(29.8 |
) |
(4.1 |
) |
||
Effect of exchange rate change on cash and cash equivalents |
|
1.6 |
|
0.4 |
|
||
Net increase (decrease) in cash and cash equivalents for the period |
|
43.9 |
|
(343.3 |
) |
||
Cash and cash equivalents, beginning of period |
|
177.8 |
|
481.6 |
|
||
Cash and cash equivalents, end of period |
|
$ |
221.7 |
|
$ |
138.3 |
|
Nine Months Ended September 27, 2012 as Compared to Nine Months Ended September 29, 2011
Operating Activities. For the nine months ended September 27, 2012, we had a net cash inflow of $235.5 million from operating activities, an increase in inflow of $411.3 million, compared to a net cash outflow of $175.8 million for the same period in the prior year. During the first nine months of 2012, net cash provided by operating activities was primarily due to the receipt of a $250.0 million advance from Airbus associated with an agreement on the A350 XWB fuselage program, a $105.0 million, insurance advance for the severe weather event which was subsequently covered by the settlement of the insurance claims, partially offset by payments for repairs and recovery costs (in the fourth quarter of 2012 the Company expects to receive an additional $129.9 million from its settlement of the insurance claims), and by timing of vendor payments and receivables from customers. Also during the first nine months of 2012, we made federal tax payments of $97.4 million, which are net of an IRS audit settlement for the 2008 and 2009 tax years and $71.0 million in estimated taxes for the 2012 tax year. During the first nine months of 2011, we received payment of $20.0 million in deferred revenue from Airbus and a $25.0 million federal tax refund. In addition, during the first nine months of 2011, we made a federal tax payment of $26.2 million which are reflected as sources of cash as they are recorded as provisions within inventory.
We continue to invest in inventory for production start-up on new programs and additional production costs for ramp-up activities in support of increasing build rates on several Boeing programs. During the first nine months of 2012, inventory build for new programs, including the B787, A350 XWB and Gulfstream programs, was $747.5 million, an increase of $187.4 million, compared to the same period in the prior year. Additionally, inventory build for mature Boeing and Airbus programs, including costs associated with announced increasing build rates on several Boeing programs was approximately $2,709.6 million, an increase of $369.9 million, compared to the same period in the prior year. These activities were funded through cash flows from operations, including receivables from customers and customer advances. These increases are partially offset by the $610.3 million in forward loss charges recorded in the first nine months of 2012.
Investing Activities. For the nine months ended September 27, 2012, we had a net cash outflow of $163.4 million from investing activities, a decrease in outflow of $0.4 million compared to a net cash outflow of $163.8 million for the same period in the prior year. In the first nine months of 2012, capital expenditures were $170.5 million, partially offset by $7.0 million in insurance proceeds from the severe weather event, and consisted of purchases of tooling and machinery and equipment to prepare for the manufacturing of our developmental programs, to support increasing production rates on several Boeing programs and for replacement of assets destroyed in the severe weather event. In comparison, in the first nine months of 2011, capital expenditures were $164.2 million.
Financing Activities. For the nine months ended September 27, 2012, we had a net cash outflow of $29.8 million from financing activities, an increase in outflow of $25.7 million, compared to a net cash outflow of $4.1 million for the same period in the prior year. The increase in outflow was primarily due to the refinancing of our $559.0 million senior secured credit facilities with new senior secured credit facilities of $550.0 million, resulting in a prepayment of principal of $9.0 million. In addition to the prepayment of principal, financing fees of $11.3 million and original issue discount of $2.7 million were also incurred. Payments on debt other than the refinancing activity were $8.0 million, compared to $5.3 million for the same period in the prior year. During the first half of 2012, we drew down and repaid $170.0 million from our revolver.
Future Cash Needs and Capital Spending
Our primary future cash needs will consist of working capital, repair and recovery expenses related to the severe weather event, debt service, research and development and capital expenditures. We expend significant capital as we undertake new programs, which begin in the non-recurring investment phase of our business model. In addition, we expend significant capital to meet increased production rates on certain mature programs, including the B737. We also require capital to develop new technologies for the next generation of aircraft and are evaluating various plans to relieve capacity constraints for the announced customer production rate increases. Capital expenditures totaled approximately $170.5 million, partially offset by $7.0 million in insurance proceeds from the severe weather event, and $164.2 million for the nine months ended September 27, 2012 and September 29, 2011, respectively. Excluding the impact of the severe weather event, we expect capital expenditures for the full year 2012 to be approximately $250.0 million as we prepare for anticipated production rate increases. We anticipate that tornado-related capital spending will be limited to insurance proceeds recovered. We plan to fund future capital expenditures and cash requirements from cash on hand, cash generated by operations, customer cash advances, insurance proceeds and borrowings available under our revolving credit facility.
Insurance Recovery. As of September 27, 2012, the Company had received a total of $105.0 million in partial insurance payments based on estimated losses incurred as result of the April 14, 2012 severe weather event. In accordance with its credit agreement, the Company provided a certificate to its lenders indicating that all net proceeds received in connection with destruction caused by the severe weather event would be used for repair, replacement or restoration at the Wichita facility. On October 19, 2012, the Company reached an agreement with its insurers on a final settlement for all claims relating to the April 14, 2012 severe weather event. Under the terms of this settlement, the insures agreed to pay the Company $234.9 million to resolve all property damage, clean-up and recovery costs related to the severe weather event as well as all expenses incurred to make up for the interruption of production and to reduce further disruptions. Under the settlement agreement, the Company assumes all risk involving the severe weather event. Since the settlement resolves all contingences surrounding the storm damage proceeds, it is appropriate to recognize the entire settlement amount as a gain in the current period. The Company expects to receive non-refundable payments of the settlement amount (less $105.0 million in cash advance payments already received during the second quarter of 2012) from its insurers prior to December 31, 2012. Any insurance proceeds not used for repair, replacement or restoration at the Wichita facility within two years of receipt will be applied to prepayment of our senior secured credit facility.
While the Company believes that most past and future charges relating to the severe weather event will be offset by the insurance settlement there can be no assurance that complete offsetting will occur.
Third Quarter EAC Changes in Estimates. As described in more detail in the New Program Performance discussion, the Company significantly increased its estimates regarding future production costs on six of its new development programs. The majority of the $590.4 million of forward loss charges represent future cash expenditures which increase our projected future cash needs from previous estimates. These charges cover production blocks that are currently estimated to be completed at various dates between now and 2018.
Pension and Other Post Retirement Benefit Obligations
Our U.S. pension plan remained fully funded at September 27, 2012 and we anticipate non-cash pension income for 2012 to remain at or near the same level as 2011. Our plan investments are broadly diversified and we do not anticipate a near-term requirement to make cash contributions to our U.S. pension plan. We continue to make contributions to our U.K. pension plan. Our projected contributions to the U.K. pension plan for 2012 are $9.0 million.
Debt and Other Financing Arrangements
On April 18, 2012, Spirit entered into a $1.2 billion senior secured Credit Agreement (the Credit Agreement) consisting of a $650.0 million revolving credit facility and a $550.0 million term loan B facility. The Credit Agreement refinanced and replaced the Second Amended and Restated Credit Agreement dated as of November 27, 2006, as amended. Proceeds of the new term loan were used to pay off outstanding amounts under the prior credit agreement. The revolving credit facility matures April 18, 2017 and bears interest, at Spirits option, at either LIBOR, or a defined base rate plus an applicable margin based on Spirits debt-to-EBITDA ratio (see table below). The term loan matures April 18, 2019 and bears interest, at Spirits option, at LIBOR plus 3.00% with a LIBOR floor of 0.75% or base rate plus 2.00%, subject to a step down to LIBOR plus 2.75% or base rate plus 1.75%, as applicable, in the event Spirits secured debt-to-EBITDA ratio is below 1:1 at any time after 2012. Substantially all of Spirits assets, including inventory and property, plant and equipment, were pledged as collateral for both the term loan and the revolving credit facility. As of September 27, 2012, the outstanding balance of the term loan was $548.6 million. As of December 31, 2011, the outstanding balance of the old term loan, which was repaid upon closing of the new credit facilities, was $561.9 million. As of September 27, 2012 the carrying amount of the term loan was $546.0 million. The amount outstanding under the revolving credit facility was zero as of September 27, 2012. The amount outstanding under the old revolving credit facility was zero as of December 31, 2011. As of September 27, 2012, there were $19.9 million of letters of credit outstanding under the revolving credit facility. The Company
recorded a charge of $9.5 million in the second quarter of 2012 for unamortized deferred financing fees as a result of extinguishment of the debt under the prior credit agreement.
In addition to paying interest on outstanding principal under the Credit Agreement, Spirit is required to pay an unused line fee on the unused portion of the commitments under the revolving credit facility based on Spirits debt-to-EBITDA ratio (see table below). Spirit is required to pay letter of credit fees equal to the applicable margin for LIBOR rate revolving credit borrowings with respect to letters of credit issued under the revolving credit facility (see table below). Spirit is also required to pay to the issuing banks that issue any letters of credit, letter of credit fronting fees in respect of letters of credit at a rate equal to twenty basis points per year, and to the administrative agent thereunder customary administrative fees.
Pricing Tier |
|
Debt-to-EBITDA
|
|
Commitment
|
|
Letter of
|
|
Eurodollar
|
|
Base Rate
|
|
1 |
|
> 3.0:1.0 |
|
0.450 |
% |
2.50 |
% |
2.50 |
% |
1.50 |
% |
2 |
|
< 3.0:1 but > 2.25:1 |
|
0.375 |
% |
2.25 |
% |
2.25 |
% |
1.25 |
% |
3 |
|
< 2.25:1 but > 1.75:1 |
|
0.300 |
% |
2.00 |
% |
2.00 |
% |
1.00 |
% |
4 |
|
< 1.75:1 |
|
0.250 |
% |
1.75 |
% |
1.75 |
% |
0.75 |
% |
At September 27, 2012, the Companys debt-to-EBITDA ratio was 4.65:1.0, resulting in applicable margins under the revolving credit facility, which will go into effect upon delivery of a quarterly compliance certificate, of 2.5% and 1.5% on Eurodollar and base rate loans, respectively, and commitment fees on the undrawn portion of the revolving credit facility and letter of credit fees of 0.45% and 2.5%, respectively.
The Credit Agreement contains customary affirmative and negative covenants, including restrictions on indebtedness, liens, type of business, acquisitions, investments, sales or transfers of assets, payments of dividends, transactions with affiliates, change in control and other matters customarily restricted in such agreements. The Credit Agreement also contained the following financial covenants (as defined in the Credit Agreement):
Senior Secured Leverage Ratio |
|
Shall not exceed 2.75:1.0 |
Interest Coverage Ratio |
|
Shall not be less than 4.0:1.0 |
Total Leverage Ratio |
|
Shall not exceed 4.0:1.0 |
To address the charges in the third quarter, the Company amended its Senior Secured Credit Facility effective October 26, 2012. The amendment resulted in a revision of the financial covenant ratios. No event of default has occurred and the Company is in full compliance for its third quarter 2012 compliance certification. The amended ratios are illustrated in the table below:
|
|
Q3 2012 |
|
Q4 2012 |
|
Q1 2013 |
|
Q2 2013 |
|
Thereafter |
|
Senior Secured Leverage Ratio (Shall not exceed) |
|
3.25 |
|
3.25 |
|
3.25 |
|
2.75 |
|
2.75 |
|
Interest Coverage Ratio (Shall not be less than) |
|
2.25 |
|
2.25 |
|
2.25 |
|
3.00 |
|
4.00 |
|
Total Leverage Ratio (Shall not exceed) |
|
6.00 |
|
6.00 |
|
6.00 |
|
4.75 |
|
4.00 |
|
Additionally, the amendment increased the time the Company has to apply the proceeds from the insurance settlement in connection with the severe weather event against expenses resulting from the event from 12 months to 24 months before the proceeds may be considered eligible for prepayment against the senior secured credit facility.
Senior Notes. On November 18, 2010, we issued $300.0 million aggregate of 6 3/4% Senior Notes due 2020 (the 2020 Notes), with interest payable on June 15 and December 15 of each year, beginning June 15, 2011. The 2020 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Spirits existing and future domestic subsidiaries that guarantee Spirits obligations under Spirits senior secured credit facility. The carrying value of the 2020 Notes was $300.0 million as of September 27, 2012.
On September 30, 2009, we issued $300.0 million of 7 1/2% Senior Notes due October 1, 2017 (the 2017 Notes), with interest payable on April 1 and October 1 of each year, beginning April 1, 2010. The 2017 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Spirits existing and future domestic subsidiaries that guarantee Spirits obligations under Spirits senior secured credit facility. The carrying value of the 2017 Notes was $295.4 million as of September 27, 2012.
As of September 27, 2012, we were and expect to continue to be in full compliance with all covenants contained in the indentures governing the 2020 Notes and the 2017 Notes for the forseeable future.
Advances and Deferred Revenue on the B787 Program. On May 12, 2011, Spirit and Boeing entered into the B787 Amendment which, among other things, established a new repayment schedule for advances made by Boeing to Spirit, to be repaid against the purchase price of the first 1,000 B787 ship sets delivered to Boeing. In the event Boeing does not take delivery of 1,000 ship sets prior to the termination of the B787 program or the supply agreement for the B787 (the B787 Supply Agreement), any advances not then repaid will be applied against any outstanding payments then due by Boeing to us, and any remaining balance will be repaid in annual installments of $42.0 million due on December 15th of each year until the advance payments have been fully recovered by Boeing. The B787 Amendment also changed the treatment of advances paid by Boeing for certain non-recurring work into a nonrefundable payment in full for such work. As of September 27, 2012, the amount of advance payments and deferred revenue received by us from Boeing under the B787 Supply Agreement and not yet repaid or recognized as revenue was approximately $630.8 million.
Advances on the A350 Fuselage Program. In March 2012, we signed a Memorandum of Agreement with Airbus providing for us to receive advance payments in 2012. The advance payments will be offset against the recurring price of A350 XWB ship sets invoiced by Spirit, at a rate of $1.25 million per ship set. We received $250.0 million in advance payments for the nine months ended September 27, 2012 and the balance that had not been repaid as of September 27, 2012 was $247.5 million.
Malaysian Facility Agreement. On June 2, 2008, Spirit Malaysia entered into a Facility Agreement for a term loan facility for Ringgit Malaysia RM69.2 million (approximately USD $20.0 million equivalent) (the Malaysia Facility), with the Malaysian Export-Import Bank. The Malaysia Facility requires quarterly principal repayments of RM3.3 million (USD $1.0 million equivalent) from September 2011 through May 2017 and quarterly interest payments payable at a fixed interest rate of 3.5% per annum. The Malaysia Facility loan balance as of September 27, 2012 was $13.9 million.
French Factory Capital Lease Agreement . On July 17, 2011, the Companys indirect wholly-owned subsidiary, Spirit AeroSystems France SARL entered into a capital lease agreement for 9.0 million (approximately USD $13.1 million equivalent) with a subsidiary of BNP Paribas Bank to be used towards the construction of an aerospace component assembly plant in Saint-Nazaire, France. Lease payments are variable, subject to the three-month Euribor rate plus 2.2%. Lease payments under the agreement are due quarterly through April 2025. As of September 27, 2012, the Company has $10.7 million in debt attributable to the capital lease transaction. We currently assemble center fuselage frame sections and wings for the new Airbus A350 XWB aircraft at the Saint-Nazaire facility.
Nashville Design Center Capital Lease Agreement. On September 21, 2012, the Company entered into a capital lease agreement for $2.6 million for a portion of an office building in Nashville, Tennessee to be used for design of aerospace components. Lease payments are due monthly, and are subject to yearly rate increases until the end of the lease term of 124 months.
Credit Ratings
The companys credit rating was affirmed at BB and placed on stable outlook by Standard and Poors, and was affirmed at Ba2 and placed on negative outlook by Moody Investor Services following the third quarter announcement regarding new program charges.
Our credit ratings are reviewed periodically by the rating agencies listed above.
The credit rating agencies consider many factors when assigning their ratings, such as the global economic environment and its possible impact on our financial performance, including certain financial metrics used by the rating agencies in determining our credit ratings. Accordingly, it is possible the rating agencies could downgrade our credit ratings from their current levels. This could significantly influence the interest rate of any future debt financings.
A debt security credit rating is not a recommendation to buy, sell or hold a security. Each rating is subject to revision or withdrawal at any time by the assigning rating organization. Each rating agency has its own methodology for assigning ratings. Accordingly, each rating should be considered independent of other ratings.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains certain forward-looking statements that may involve many risks and uncertainties. Forward-looking statements reflect our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as may, will, should, expect, anticipate, intend, estimate, believe, project, continue, plan, forecast, or other similar words, or the negative thereof, unless the context requires otherwise. These statements reflect managements current views with respect to future events and are subject to risks and uncertainties, both known and unknown. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements.
Important factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following:
· our ability to continue to grow our business and execute our growth strategy, including the timing, execution, and profitability 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;
· margin pressures and the potential for additional forward-losses on aircraft development programs;
· our ability to accommodate, and the cost of accommodating, announced increases in the build rates of certain aircraft, including, but not limited to, the Boeing B737, B747, B767 and B777 programs, and the Airbus A320 and A380 programs;
· the effect on business and commercial aircraft demand and build rates of the following factors: continuing weakness in the global economy and economic challenges facing commercial airlines, a lack of business and consumer confidence, and the impact of continuing instability in global financial and credit markets, including, but not limited to, any failure to avert a sovereign debt crisis in Europe;
· customer cancellations or deferrals as a result of global economic uncertainty;
· the success and timely execution of key milestones such as deliveries of Boeings B787 and first flight, certification and first delivery of Airbus A350 XWB aircraft program, including receipt of necessary regulatory approvals and customer adherence to their announced schedules;
· our ability to enter into profitable 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 Boeings 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 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;
· 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;
· 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 our interest rate and foreign currency hedging programs;
· the outcome or impact of ongoing or future litigation, claims and regulatory actions;
· our exposure to potential product liability and warranty claims; and
· the accuracy and completeness of our assessment of damage and costs of restoration and recovery from the severe weather event that hit our Wichita, Kansas facility on April 14, 2012.
These factors are not exhaustive and it is not possible for us to predict all factors that could cause actual results to differ materially from those reflected in our forward-looking statements. These factors speak only as of the date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. Except to the extent required by law, we undertake no obligation to, and expressly disclaim any obligation to, publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should review carefully the sections captioned Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in our 2011 Form 10-K and in our Q1 2012 Form 10-Q for a more complete discussion of these and other factors that may affect our business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a result of our operating and financing activities, we are exposed to various market risks that may affect our consolidated results of operations and financial position. These market risks include fluctuations in interest rates, which impact the amount of interest we must pay on our variable rate debt. In addition to other information set forth in this report, you should carefully consider the factors discussed in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our 2011 Form 10-K which could materially affect our business, financial condition or results of operations. There have been no material changes to our market risk since the filing of our 2011 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our President and Chief Executive Officer and Senior Vice President and Chief Financial Officer have evaluated our disclosure controls as of September 27, 2012 and have concluded that these disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the third quarter of 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Information regarding any recent material development relating to our legal proceedings since the filing of our 2011 Form 10-K is included in Note 21 to our condensed consolidated financial statements included in Part I of this Quarterly Report and is incorporated herein by reference.
In addition to other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors, in our 2011 Form 10-K, which could materially affect our business, financial condition or results of operations. Other than the modifications to the risk factors set forth below, there have been no material changes to the Companys risk factors previously disclosed in our 2011 Form 10-K.
Our operations depend on our ability to maintain continuing, uninterrupted production at our manufacturing facilities. Our production facilities are subject to physical and other risks that could disrupt production, such as the severe weather event at our Wichita, Kansas facility on April 14, 2012.
Our manufacturing facilities could be damaged or disrupted by a natural disaster, war, terrorist activity or sustained mechanical failure. Although we have obtained property damage and business interruption insurance, a major catastrophe, such as a fire, flood, tornado or other natural disaster at any of our sites, war or terrorist activities in any of the areas where we conduct operations or the sustained mechanical failure of a key piece of equipment could result in a prolonged interruption of all or a substantial portion of our business. Any disruption resulting from these events could cause significant delays in shipments of products and the loss of sales and customers and we may not have insurance to adequately compensate us for any of these events. A large portion of our operations takes place at one facility in Wichita, Kansas and any significant damage or disruption to this facility in particular would materially adversely affect our ability to service our customers.
On April 14, 2012, our Wichita, Kansas facility experienced a severe weather event, including a tornado, which caused significant damage to certain buildings and disrupted utilities. Following the severe weather event, we suspended operations through April 22, 2012, to ensure the safety of our employees, evaluate damage, and initiate plans for systematically bringing production back online. The Companys work-in-process and production equipment generally remained intact, and the Company resumed production on April 23, 2012, although some inefficiencies continued thereafter as a result of the damage and repair efforts. On October 19, 2012, the Company reached an agreement with its insurers on a final settlement for all claims relating to the April 14, 2012 severe weather event. Under the terms of this settlement the insurers agreed to pay to the Company $234.9 million (including payments previously made) to resolve all property damage, clean-up and recovery costs related to the severe weather event as well as all expenses incurred to make up for the interruption of production and to reduce further disruptions. Under the settlement agreement, the Company assumes all risk involving the severe weather event on April 14, 2012. While the Company believes that most past and future charges relating to the severe weather event will be offset by the insurance settlements there can be no assurance that complete offsetting will occur. In the event our damage, clean-up and recovery costs and business interruption-related expenses significantly exceed the amount of the insurance settlement, our financial condition and results of operations could be materially adversely impacted.
Article I.
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Section 1.01 Exhibit |
10.1* |
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Employment Agreement between Spirit AeroSystems, Inc. and Jon Lammers, effective as of July 24, 2012. |
10.2** |
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Amendment No 2 dated March 4, 2011 to General Terms Agreement (Sustaining and Others) between The Boeing Company and Spirit AeroSystems, Inc. |
10.3** |
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Special Business Provisions (Sustaining), as amended through July 29, 2011 between The Boeing Company and Spirit AeroSystems, Inc. |
10.4** |
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Memorandum of Agreement between The Boeing Company and Spirit AeroSystems, Inc., made as of March 9, 2012, amending Special Business Provisions (Sustaining) |
31.1 * |
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Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
31.2 * |
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Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
32.1 ** |
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Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
32.2 ** |
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Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
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101.INS@ * |
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XBRL Instance Document. |
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101.SCH@ * |
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XBRL Taxonomy Extension Schema Document. |
101.CAL@ * |
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XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF@ * |
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XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB@ * |
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XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE@ * |
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XBRL Taxonomy Extension Presentation Linkbase Document. |
* |
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Filed herewith |
** |
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Furnished herewith |
Filed herewith |
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Indicates management contract or compensatory plan or arrangement |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SPIRIT AEROSYSTEMS HOLDINGS, INC.
Signature |
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Title |
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Date |
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/s/ |
Philip D. Anderson |
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Senior Vice President and Chief Financial |
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November 5, 2012 |
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Philip D. Anderson |
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Officer (Principal Financial Officer) |
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Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Agreement), is entered into on the 18th day of September, 2012 to be effective as of the 24th day of July, 2012 (the Effective Date), is by and between SPIRIT AEROSYSTEMS, INC., a Delaware corporation (the Company), and Jon Lammers (Employee).
Recitals
WHEREAS, the Company is engaged in the manufacture, fabrication, maintenance, repair, overhaul, and modification of aircraft and aircraft components and markets and sells its services and products to its customers throughout the world (the Business); and
WHEREAS, the Company desires to hire Employee in the position of Senior Vice President, General Counsel and Corporate Secretary, and to perform such other services as the Company may direct; and
WHEREAS, in the course of performing Employees duties for the Company, Employee is likely to gain certain confidential and proprietary information belonging to the Company, develop relationships that are vital to the Companys goodwill, and acquire other important benefits to which the Company has a protectable interest;
WHEREAS, the Company has agreed to hire Employee and Employee has agreed to accept such employment by the Company upon the terms, conditions, and restrictions contained in this Agreement; and
WHEREAS, the Company and Employee have entered into the Employment Agreement effective as of July 24, 2012 (Original Employment Agreement) and the Company and Employee desire to amend and restate the Original Employment Agreement in its entirety, all as more particularly set forth below.
Agreement
NOW THEREFORE, in consideration of the foregoing, and the representations, warranties, and covenants hereinafter, the parties hereto agree as follows:
Section 1. Employment . In reliance on the representations and warranties made herein, the Company hereby hires Employee to be its Senior Vice President, General Counsel and Corporate Secretary, and to perform such duties and services in and about the business of the Company as may from time to time be assigned to Employee. The job title and duties referred to in the preceding sentence may be changed by the Company in the Companys sole discretion at any time, so long as the changes are consistent with responsibilities of a Senior Vice President, General Counsel and Corporate Secretary. Employee shall devote Employees full time to this employment. Employees employment hereunder shall commence on the Effective Date and shall continue until termination of the Agreement in accordance with its terms (the Employment Period). In the event that Employee ceases to be employed by the Company for any reason, Employee shall tender his resignation from all positions he holds with the Company, effective on the date his
employment is terminated.
Section 2. Performance . Employee shall use Employees best efforts and skill to faithfully enhance and promote the welfare and best interests of the Company. The Employee shall strictly obey all rules and regulations of the Company, follow all laws and regulations of appropriate government authorities, and be governed by reasonable decisions and instructions of the Company as are consistent with job duties as described above. Commencing as early as practicable, Employee shall apply for, obtain and maintain an appropriate license to provide legal services in the State of Kansas as an employee of the Company. Company shall reimburse Employee for any Kansas bar application fees and costs, for annual Kansas, Minnesota and California bar association dues, and for reasonable costs (as approved by the Senior Vice President of Corporate Administration and Human Resources) of continuing legal education programs to maintain those licenses.
Section 3. Compensation . Except as otherwise provided for herein, for all services to be performed by the Employee in any capacity hereunder, including without limitation any services as an officer, director, member of any committee, or any other duties assigned Employee, throughout the Employment Period the Company shall pay or provide Employee with the following, and Employee shall accept the same, as compensation for the performance of Employees undertakings and the services to be rendered by Employee:
(a) Base Salary . Initially, Employee will be entitled to an annual salary of Three Hundred Fifteen Thousand Dollars ($315,000.00) (the Base Salary), which shall be paid in accordance with the Companys policies and procedures. The Base Salary may be changed from time to time based on Employees and the Companys performance, which may include, without limitation, participation in a periodic salary evaluation program on the same basis (including timing) as other employees of the Company of similar position.
(b) Annual Incentive Compensation . Employee shall be eligible for annual incentive compensation (either in cash or common stock of the Companys parent), as specified by the administrative committee of the Spirit AeroSystems Holdings, Inc. Short-Term Incentive Plan (the STIP), pursuant to and in accordance with the terms and conditions of the STIP. The first year incentives shall include seventy percent (70%) of Base Salary if target performance goals are reached (and up to 140% of Base Salary if target performance goals are exceeded). If the target performance goals are not reached, or if target performance goals are exceeded, Employee shall be entitled to incentive compensation (if any) otherwise provided by Company policy and/or the STIP Plan. Any amount due and owing Employee for 2012 shall not be pro-rated due to Employees service for less than the full 2012 calendar year. Company agrees that for the 2012 STIP only, Employee shall be entitled to no less than fifty percent (50%) of Base Salary in incentive compensation.
(c) Long-Term Incentive Plan . Employee will receive an award of shares of common stock of Spirit AeroSystems Holdings, Inc. (Holdings) under the Spirit AeroSystems Holdings, Inc. Long-Term Incentive Plan (the LTIP), the value of which equals (as determined under such conventions and rules as Holdings board of directors or the LTIP administrative committee may adopt) one hundred twenty percent (120%) of Employees Base Salary, subject to and in accordance with the terms and provisions of the LTIP and the terms and conditions established with respect to such award by the Holdings board of directors and the LTIP
administrative committee (including, but not limited to, a vesting schedule). Employee will be granted the 2012 LTIP Award within 90 days of employment, subject to Board approval (award shall not be pro-rated due to Employees service for less than the full 2012 calendar year, and the normal terms and conditions including vesting schedule will apply).
(d) Sign-On Bonus . The Company will pay the Employee an advance payment equal to (i) Two Hundred Fifty Thousand Dollars ($250,000.00), (ii) plus an amount equal to all tax withholding associated with the Employees receipt of the foregoing amount (collectively the Sign-On Bonus), to be paid in three installments. Such Sign-On Bonus to be paid per the following schedule:
Part 1 to be paid no later than 30 business days from the Effective Date in an amount of One Hundred Thousand Dollars ($100,000) plus an amount equal to all tax withholding associated with the Employees receipt of the foregoing amount;
Part 2 to be paid in the first quarter of calendar year 2013 in an amount of One Hundred Thousand Dollars ($100,000) plus an amount equal to all tax withholding associated with the Employees receipt of the foregoing amount;
Part 3 to be paid in the first quarter of calendar year 2014 in an amount of Fifty Thousand Dollars ($50,000) plus an amount equal to all tax withholding associated with the Employees receipt of the foregoing amount.
Payment of this Sign-On Bonus is conditioned upon the Employee being employed by the Company at the time of payment and remaining employed by the Company for a period of not less than eighteen (18) months after the Effective Date, and shall be repaid to the Company by the Employee in the event such condition is not satisfied. Employee will not be required to re- pay any portion of the Sign-On Bonus if the Employee is terminated by the Company without Cause within eighteen (18) months after the Effective Date. In the event of Employees termination (other than a termination without Cause) within eighteen (18) months of the Effective Date the Company may deduct from Employees paycheck(s) (or other amount owed to Employee) an amount equal to the amount of such advance payment(s). To the extent such deductions are not sufficient to fully reimburse the Company, Employee shall remain obligated to pay the Company in full for such amounts still due and owing. For the sake of clarity, the Company shall not be required to pay any part of the Sign-On Bonus if Employee is no longer employed by Company.
(e) Relocation . The Company will provide standard relocation benefits as provided by the policy. The Company will extend the one year time period under the policy to complete all expenses, if necessary due to the timing of the closing of the sale of Employees Minnesota residence. In addition, the Company agrees to provide and pay for (i) temporary housing in Wichita, KS until the closing of the sale of Employees Minnesota residence, (ii) participation in the Cartus Buyer Value Option program to assist in the sale of Employees Minnesota residence and a management company for Employees Minnesota residence until closing, (iii) loss on sale of Employees Minnesota residence of up to $125,000, (iv) rental car in Wichita and weekly return flights to Minnesota for the Employee and one family member until Employees family moves to Wichita, and (v) tax assistance (gross-up) on the foregoing payments and on the payment of real estate commission and sellers closing costs on the sale of Employees Minnesota residence.
(f) Deferred Compensation Plan . Employee shall be eligible to participate in the Spirit AeroSystems Holdings, Inc. Amended and Restated Deferred Compensation Plan, as the same may be amended and in effect from time to time (the DCP), subject to the terms and conditions of the DCP. In addition to any salary-reduction contributions the Employee may timely elect to
make under the DCP, on or about December 31 of each year during which the Employee is employed by the Company and actively performing services for the Company, the Company will make an employer discretionary contribution to the DCP equal to six and one- half percent (61/2%) of the base salary paid to the Employee for that year, which amount(s) shall be contributed to an employer discretionary contribution account established for the Employee under the DCP and shall be held and administered in accordance with the terms and conditions of the DCP, including, but not limited to, the conditions set forth in Article VI thereof.
(g) Other Benefit Plans . Employee shall also be eligible to participate in the Companys other employee benefit plans, policies, practices, and arrangements as the same may be offered to other officers of the Company from time to time, including, without limitation, (i) any defined benefit retirement plan, excess or supplementary plan, profit sharing plan, savings plan, health and dental plan, disability plan, survivor income and life insurance plan, executive financial planning program, or other arrangement, or any successors thereto; (ii) the STIP and LTIP; and (iii) such other benefit plans as the Company may establish or maintain from time to time (collectively the Benefit Plans). The Employees entitlement to any other compensation or benefits shall be determined in accordance with the terms and conditions of the Benefit Plans and other applicable programs, practices, and arrangements then in effect.
(h) Earned Time Off . The Employee will accrue earned time off (ETO) at a rate of twenty-one days (one hundred sixty-eight (168) hours) each year and all paid holidays, as determined in accordance with the Companys policies and practices in effect from time to time. The Employee will also be credited with a one (1) time credit of eighty (80) hours of earned time off upon beginning his employment with the Company.
(i) Fringe Benefits . The Employee will be provided with all fringe benefits and perquisites in accordance with the Companys policies as the same may be amended from time to time, including up to thirteen thousand ($13,000) dollars per annum for eligible expenses under the Companys Executive Perquisite Reimbursement Plan.
(j) Withholding Taxes . The Company shall have the right to deduct from all payments made to Employee hereunder any federal, state, or local taxes required by law to be withheld.
(k) Expenses . During Employees employment, the Company shall promptly pay or reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee in the performance of duties hereunder in accordance with the Companys policies and procedures then in effect.
(l) CEO Discretionary Bonus . Employee will be eligible for an annual CEO discretionary bonus paid in February if awarded.
The Company and Employee each acknowledge that amounts paid under Section 3 are subject to any policy on the recovery of compensation (i.e,. a so-called clawback policy), as it exists now or as later adopted, and as thereafter amended from time to time.
Section 4. Restrictions .
(a) Acknowledgements . Employee acknowledges and agrees that: (1) during the
term of Employees employment, because of the nature of Employees responsibilities and the resources provided by the Company, Employee will acquire valuable and confidential skills, information, trade secrets, and relationships with respect to the Companys business practices and operations; (2) Employee may develop on behalf of the Company a personal acquaintance and/or relationship with various persons, including, but not limited to, customers and suppliers, which acquaintances may constitute the Companys only contact with such persons, and, as a consequence of the foregoing, Employee will occupy a position of trust and confidence with respect to the Companys affairs; (3) the Business involves the marketing and sale of the Companys products and services to customers throughout the entire world, the Companys competitors, both in the United States and internationally, consist of both domestic and international businesses, and the services to be performed by Employee for the Company involve aspects of both the Companys domestic and international business; and (4) it would be impossible or impractical for Employee to perform Employees duties for the Company without access to the Companys confidential and proprietary information and contact with persons that are valuable to the goodwill of the Company. Employee acknowledges that if Employee went to work for, or otherwise performed services for, a third party engaged in a business substantially similar to the Business, the disclosure by Employee to a third party of such confidential and proprietary information and/or the exploitation of such relationships would inevitably harm the Companys Business.
(b) Reasonableness . In view of the foregoing and in consideration of the remuneration to be paid to Employee, Employee agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that the Employee make the covenants contained in this Agreement regarding the conduct of Employee during and subsequent to Employees employment by the Company, and that the Company will suffer irreparable injury if Employee engages in conduct prohibited by this Agreement.
(c) Non-Compete . During the term of Employees employment by the Company and for a period of two (2) years after termination of such employment, neither Employee nor any other person or entity with Employees assistance nor any entity in which Employee directly or indirectly has any interest of any kind (without limitation) shall anywhere in the world, directly or indirectly own, manage, operate, control, be employed by, solicit sales for, invest in, participate in, advise, consult with, or be connected with the ownership, management, operation, or control of any business which is engaged, in whole or in part, in the Business, or any business that is competitive therewith or any portion thereof, except for the exclusive benefit of the Company; provided, however, that Employee shall not be deemed to have breached this provision if Employees sole relation with any such entity consists of Employees holding, directly or indirectly, not greater than two percent (2%) of the outstanding securities of a company listed on or through a national securities exchange. Further, Employee shall not be deemed to have breached this Section 4(c) if Employee assumes any position in which Employee provides legal advice or counsel pursuant to an attorney-client relationship subject to the below restrictions set forth in this Section 4(c) and Sections 4(d) and 4(e). Following termination of the Employees employment by the Company, if the Employee assumes a position in which the Employee provides legal advice or counsel pursuant to an attorney-client relationship, the Employee will comply with all rules of ethics and professional responsibility governing the legal profession. Specifically, but without limiting the foregoing, the Employee will not reveal information relating to the Employees prior representation of the Company unless the Company consents after consultation. The Employee will not represent any party in the same or substantially related matters in which that partys interests are materially adverse to the interests of the Company, unless the Company consents after consultation. Further, the Employee will not use information relating to the Employees prior representation of the Company to the disadvantage of the
Company.
(d) Non-Solicitation . In addition, during the term of Employees employment by the Company and for a period of two (2) years after termination of such employment, neither Employee nor any person or entity with Employees assistance nor any entity that the Employee or any person with Employees assistance or any person who Employee directly or indirectly controls shall, directly or indirectly, (1) solicit or take any action to induce (A) any employee to quit or terminate their employment with the Company or the Companys affiliates or (B) any customer to cease doing business with, or reduce or modify its business with, the Company or the Companys affiliates, or (2) employ as an employee, independent contractor, consultant, or in any other position, any person who was an employee of the Company or the Companys affiliates during the aforementioned period.
(e) Confidentiality . Without the express written consent of the Company, Employee shall not at any time (either during or after the termination of the term of Employees employment) use (other than for the benefit of the Company) or disclose to any other person or business entity proprietary or confidential information concerning the Company, the Companys parent, or any of their affiliates, or the Companys, the Companys parents, or any of their affiliates trade secrets or inventions of which Employee has gained knowledge during Employees employment with the Company. This paragraph shall not apply to any such information that: (1) Employee is required to disclose by law; (2) has been otherwise disseminated, disclosed, or made available to the public; or (3) was obtained after Employees employment with the Company ended and from some source other than the Company, which source was under no obligation of confidentiality.
(f) Effect of Breach . Employee agrees that a breach of this Section 4 cannot adequately be compensated by money damages and, therefore, the Company shall be entitled, in addition to any other right or remedy available to it (including, but not limited to, an action for damages), to an injunction restraining such breach or a threatened breach and to specific performance of such provisions, and Employee hereby consents to the issuance of such injunction and to the ordering of specific performance, without the requirement of the Company to post a bond or other security.
(g) Other Rights Preserved . Nothing in this Section eliminates or diminishes rights which the Company may have with respect to the subject matter hereof under other agreements, the governing statutes, or under provisions of law, equity, or otherwise, except that the covenants contained in Sections 4(c) and (d) shall supersede and replace the same or similar covenants contained in any other agreements, including in the Benefit Plans. Without limiting the foregoing, this Section does not limit any rights the Company may have under any agreement with Employee regarding trade secrets and confidential information.
(h) Section 409A . The Employer and the Employee intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 4(h). In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 6(b) of this Agreement shall be paid or provided only at the time of a termination of the Employees employment that constitutes a separation from service from the Employer within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of the Employees termination of
employment with the Employer, the Employee is a specified employee as defined in Section 409A of the Code as determined by the Employer in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Employee) until the date that is at least six (6) months following the Employees termination of employment with the Employer (or the earliest date permitted under Section 409A of the Code), whereupon the Employer will pay the Employee a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Employee under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement.
Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Employee and, if timely submitted, reimbursement payments shall be promptly made to the Employee following such submission, but in no event later than December 31 st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Employee be entitled to any reimbursement payments after December 31 st of the calendar year following the calendar year in which the expense was incurred. This Section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Employee.
Additionally, in the event that following the date hereof the Employer or the Employee reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Employer and the Employee shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.
Section 5. Termination . This Agreement shall terminate upon the following circumstances:
(a) Without Cause . At any time at the election of either Employee or the Company for any reason or no reason, without Cause (as defined below), but subject to the provisions of this Agreement. It is expressly understood that Employees employment is strictly at will.
(b) Cause . At any time at the election of the Company for Cause. Cause for this purpose shall mean (i) Employee committing a material breach of this Agreement which is not cured within 5 business days after notice to Employee or acts involving moral turpitude, including fraud, material and willful dishonesty or disclosure of confidential information, or the commission of a felony, or direct and deliberate acts constituting a material breach of Employees duty of loyalty to the Company; (ii) Employee willfully or continuously refusing to perform the material duties reasonably assigned to Employee by the Company that are consistent with the provisions of this Agreement and not resulting from a Disability (as defined below); (iii) the inability of Employee
to obtain and maintain appropriate United States security clearances; or (iv) the Employees failure to hold or maintain an appropriate license to provide legal services in the State of Kansas as an employee of the Company.
(c) Death or Disability . Employees death or Employees being unable, due to physical or mental disability, to render the services required to be rendered by Employee for a period of one hundred eighty (180) days during any twelve-month period (Disability).
Section 6. Effect of Termination .
(a) If Employees employment is terminated (i) by Employee, or (ii) by the Company for Cause, the Company shall pay Employees compensation only through the last day of the Employment Period (less any amounts the Company may off-set or deduct as specified in this Agreement or as otherwise permitted), and, except as may otherwise be expressly provided in this Agreement or in any Benefit Plan, the Company shall have no further obligation to Employee.
(b) If Employees employment is terminated by the Company prior to the expiration of two (2) years following the Effective Date for any reason other than Cause and for so long as Employee is not in breach of Employees continuing obligations under Section 4, the Company shall (i) continue to pay Employee an amount equal to Employees Base Salary in effect immediately prior to the termination of Employees employment for a period of twelve (12) months (less any amounts the Company may off-set or deduct as specified in this Agreement or as otherwise permitted), (ii) pay the costs of COBRA medical and dental benefits coverage which are offered to Employee after termination for a period of twelve (12) months, (iii) not require repayment of the Sign-On Bonus or any relocation benefits, (iv) pay a prorated STIP in the year of termination (calculated based on the number of calendar days in such year prior to the date of termination over 365), payable in cash when the STIP results are known, and vest 50% of the 2012 LTIP award, and (vi) reduce the restrictions in the first sentence of Section 4(c) and in Section 4(d) to twelve (12) months from termination. The Employee shall be entitled to the amounts set forth in this Section 6(b) only if he signs an agreement acceptable to the Company that (i) waives any rights the Employee otherwise may have against the Company and (ii) releases the Company from actions, suits, claims, proceedings and demands related to the Employment Period and the termination of employment (except for rights to benefits under the Benefit Plans or as may otherwise be expressly provided in this Agreement). The Employee must sign and tender the release as described above not later than sixty (60) days following the Employees last day of employment, or such earlier date as required by the Employer, and if the Employee fails or refuses to do so, the Employee shall forfeit the right to such termination compensation as would otherwise be due and payable. If the severance payments are otherwise subject to Section 409A of the Code, they shall begin on the first pay period following the date that is sixty (60) days after the Employees employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin on the first pay period after the release becomes effective. The initial salary continuation payment shall include any unpaid salary continuation payments from the date the Employees employment terminated, subject to the Employees executing and tendering the release on the terms as set forth above. If the Employees employment is terminated by the Company after the expiration of two (2) years following the Effective Date for any reason other than Cause, the Employees obligations under the first sentence of Section 4(c) and under Section 4(d) shall terminate on the first anniversary of the date of termination.
(c) On termination of employment, Employee shall deliver all trade secret, confidential information, records, notes, data, memoranda, and equipment of any nature that are in Employees possession or under Employees control and that are the property of the Company or relate to the business of the Company, and Employee shall pay to the Company any amounts due
and owning from Employee to the Company as specified in this Agreement.
(d) Employees obligations under section 3(d) and Section 4 through Section 9 of this Agreement shall survive the expiration or termination of this Agreement. Employer shall have no obligation to make the payments set forth in section 6(b) above unless and until Employee has fully complied with Employees obligations under this section 6.
Section 7. Representations and Warranties .
(a) No Conflicts . Employee represents and warrants to the Company that Employee is under no duty (whether contractual, fiduciary, or otherwise) that would prevent, restrict, or limit Employee from fully performing all duties and services for the Company, and the performance of such duties and services shall not conflict with any other agreement or obligation to which Employee is bound.
(b) No Hardship . Employee represents and acknowledges that Employees experience and/or abilities are such that observance of the covenants contained in this Agreement will not cause Employee any undue hardship and will not unreasonably interfere with Employees ability to earn a livelihood.
Section 8. Alternative Dispute Resolution .
(a) Mediation . Employee and the Company agree to submit, prior to arbitration, all unsettled claims, disputes, controversies, and other matters in question between them arising out of or relating to this Agreement (including but not limited to any claim that the Agreement or any of its provisions is invalid, illegal, or otherwise voidable or void) or the dealings or relationship between Employee and the Company (Disputes) to mediation in Wichita, Kansas and in accordance with the Commercial Mediation Rules of the American Arbitration Association currently in effect. The mediation shall be private, confidential, voluntary, and nonbinding. Any party may withdraw from the mediation at any time before signing a settlement agreement upon written notice to each other party and to the mediator. The mediator shall be neutral and impartial. The mediator shall be disqualified as a witness, consultant, expert, or counsel for either party with respect to the matters in Dispute and any related matters. The Company and Employee shall pay their respective attorneys fee and other costs associated with the mediation, and the Company and Employee shall equally bear the costs and fees of the mediator. If a Dispute cannot be resolved through mediation within ninety (90) days of being submitted to mediation, the parties agree to submit the Dispute to arbitration.
(b) Arbitration . Subject to Section 8(a), all Disputes will be submitted for binding arbitration to the American Arbitration Association on demand of either party. Such arbitration proceeding will be conducted in Wichita, Kansas and, except as otherwise provided in this Agreement, will be heard by one (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All matters relating to arbitration will be governed by the federal Arbitration Act (9 U.S.C. §§ 1 et seq.) and not by any state arbitration law. The arbitrator will have the right to award or include in his award any relief which he deems proper under the circumstances, including, without limitation, money damages (with interest on unpaid amounts from the date due), specific performance, injunctive relief, and reasonable attorneys fees and costs, provided that the arbitrator will not have the right to amend or modify the terms of this Agreement. The award and decision of the arbitrator will be conclusive and binding upon all parties hereto, and judgment upon the award may be entered in any court of competent jurisdiction. Except
as specified above, the Company and Employee shall pay their respective attorneys fees and other costs associated with the arbitration, and the Company and Employee shall equally bear the costs and fees of the arbitrator.
(c) Confidentiality . Employee and the Company agree that they will not disclose, or permit those acting on their behalf to disclose, any aspect of the proceedings under Section 8(a) and Section 8(b), including but not limited to the resolution or the existence or amount of any award, to any person, firm, organization, or entity of any character or nature, unless divulged (i) to an agency of the federal or state government, (ii) pursuant to a court order, (iii) pursuant to a requirement of law, (iv) pursuant to prior written consent of the other party, or (v) pursuant to a legal proceeding to enforce a settlement agreement or arbitration award. This provision is not intended to prohibit nor does it prohibit Employees or the Companys disclosures of the terms of any settlement or arbitration award to their attorney(s), accountant(s), financial advisor(s), or family members, provided that they comply with the provisions of this paragraph and the Company or Employee, as the case may be, shall be responsible for any non-compliance with this paragraph by persons to whom any such terms have been disclosed pursuant to this sentence.
(d) Injunctions . Notwithstanding anything to the contrary contained in this Section 8, the Company and Employee shall have the right in a proper case to obtain temporary restraining orders and temporary or preliminary injunctive relief from a court of competent jurisdiction; provided, however, that the Company and Employee must contemporaneously submit the Disputes for nonbinding mediation under Section 8(a) and then for arbitration under Section 8(b) on the merits as provided herein if such Disputes cannot be resolved through mediation.
Section 9. General .
(a) Notices . All notices required or permitted under this Agreement shall be in writing, may be made by personal delivery or facsimile transmission, effective on the day of such delivery or receipt of such transmission, or may be mailed by registered or certified mail, effective two (2) days after the date of mailing, addressed as follows:
To the Company:
Spirit AeroSystems, Inc.
Attention: Sam Marnick, Senior Vice President of Corporate Administration and
Human Resources
3801 S. Oliver
P.O. Box 780008, Mail Code K15-19
Wichita, KS 67278-0008
Facsimile Number: (316) 523-8814
or such other person or address as designated in writing to Employee.
To Employee:
Jon Lammers
at Employees last known residence address or to such other address as designated by
Employee in writing to the Company.
(b) Successors. Neither this Agreement nor any right or interest therein shall be assignable or transferable (whether by pledge, grant of a security interest, or otherwise) by Employee or Employees beneficiaries or legal representatives, except by will, by the laws of descent and distribution, or inter vivos revocable living grantor trust as Employees beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and Employee and shall be enforceable by them and Employees heirs, legatees, and legal personal representatives. If Employee dies during the term of this Agreement, the obligation to pay salary and provide benefits shall immediately cease; and, absent actual notice of any probate proceeding, the Company shall pay any compensation due for the period preceding Employees death to the following person(s) in order of preference: (i) spouse of Employee; (ii) children of Employee eighteen years of age and over, in equal shares; (iii) father, mother, sisters, and brothers, in equal shares; or (d) the person to whom funeral expenses are due. Upon payment of such sum, the Company shall be relieved of all further obligations hereunder.
(c) Waiver, Modification, and Interpretation . No provisions of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in a writing signed by Employee and an appropriate officer of the Company empowered to sign the same by the Board of Directors of the Company. No waiver by either party at any time of any breach by the party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or at any prior or subsequent time. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Kansas; provided , however, that the corporate law of the state of incorporation of the Companys parent shall govern issues related to the issuance of shares of its common stock. Except as provided in Section 8, any action brought to enforce or interpret this Agreement shall be maintained exclusively in the state and federal courts located in Wichita, Kansas.
(d) Interpretation . The headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement. No provision of this Agreement shall be interpreted for or against any party hereto on the basis that such party was the draftsman of such provision; and no presumption or burden of proof shall arise disfavoring or favoring any party by virtue of the authorship of any of the provisions of this Agreement.
(e) Counterparts . The Company and Employee may execute this Agreement in any number of counterparts, each of which shall be deemed to be an original but all of which shall constitute but one instrument. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
(f) Invalidity of Provisions . If a court of competent jurisdiction shall declare that any provision of this Agreement is invalid, illegal, or unenforceable in any respect, and if the rights and obligations of the Parties to this Agreement will not be materially and adversely affected thereby, in lieu of such illegal, invalid, or unenforceable provision the court may add as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as is possible. If such court cannot so substitute or
declines to so substitute for such invalid, illegal, or unenforceable provision, (i) such provision will be fully severable; (ii) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and (iii) the remaining provisions of this Agreement will remain in full force and effect and not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. The covenants contained in this Agreement shall each be construed to be a separate agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action of Employee against the Company, predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of said covenants.
(g) Entire Agreement . This Agreement (together with the documents expressly referenced herein) constitutes the entire agreement between the parties, supersedes in all respects any prior agreement between the Company and Employee and may not be changed except by a writing duly executed and delivered by the Company and Employee in the same manner as this Agreement.
(h) Indemnity . The Company will indemnify Employee to the same extent the Company indemnifies other comparable level executives of the Company consistent with the Companys Certificate of Incorporation and Bylaws.
(i) Amendment and Restatement . This Agreement replaces, amends and restates the Original Employment Agreement in its entirety.
[Signature page follows.]
Exhibit 10.2
Amendment 2 to General Terms Agreement BCA-65530-0016 Between
The Boeing Company
And
Spirit AeroSystems, Inc.
THIS AMENDMENT, entered into as of the 4th day of March, 2011 by Spirit AeroSystems, Inc. (hereinafter called Seller), having its principal office in Wichita, Kansas and Boeing Commercial Airplanes, a division of the Boeing Company (herein called Boeing), a Delaware Corporation, with a place of business in Everett, Washington.
WHEREAS, the parties have heretofore entered into the General Terms Agreement BCA 65530-0016 as of the 16 th day of June, 2005 (the GTA).
WHEREAS, the parties entered into Amendment 1 to General Terms Agreement BCA-65530-0016 dated April 1, 2006 (Amendment #1).
WHEREAS, Seller and Boeing desire to define in writing certain agreements they have reached to amend the GTA and Amendment #1.
WHEREAS, the parties wish to modify the GTA and Amendment #1 to correct the table of contents by adding SECTION 39.0 ORDER OF PRECEDENCE.
WHEREAS, the parties have agreed to modify the GTA and Amendment#1 to incorporate Electronic Access language into the GTA as amended by Amendment #1 (Amendment #2).
NOW THEREFORE, it is hereby agreed by and between the parties
THAT the GTA and Amendment #1 be revised to incorporate SECTION 40.0 ELECTRONIC ACCESS into the GTA and Amendment #1 as shown in Amendment 2 attached hereto.
THAT the GTA and Amendment #1 TABLE OF CONTENTS be corrected by adding SECTION 39.0 ORDER OF PRECEDENCE after SECTION 38.0 APPLICABLE LAW and before SECTION 40.0 ELECTRONIC ACCESS.
THAT as expressly provided by this Amendment No. 2, all other terms, conditions, provisions and obligations of the parties under General Terms Agreement BCA 65530-0016 remain unchanged.
IN WITNESS THEREOF the parties hereto have executed this agreement as of the day and year first written above.
THE BOEING COMPANY |
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SPIRIT AEROSYSTEMS INC. |
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Boeing Commercial Airplanes |
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/s/ John Bayer |
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/s/ Mark Milan |
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John Bayer |
Date |
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Mark Milan |
Date |
Procurement Agent |
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Contracts Manager |
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Boeing I Spirit AeroSystems, Inc.
General Terms Agreement (GTA)
BCA-6553-0016 Amendment 2
Amendment2
GENERAL TERMS AGREEMENT
between
THE BOEING COMPANY
and
SPIRIT AEROSYTEMS INCORPORTATED
BCA-65530-0016
AMENDMENTS
Amend |
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Number |
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Description |
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Date |
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Approval |
1 |
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Incorporate name change from Mid- Western Aircraft Systems Inc. to Spirit AeroSystems Incorporated. Added effective date of June 17, 2005 to agreement, and to sections 12.3 and 16.0. |
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4/1/06 |
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2 |
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Added Section 40.0 Electronic Access |
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3/4/2011 |
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36.0 OFFSET CREDITS
To the exclusion of all others, Boeing or its assignee shall be entitled to all industrial benefits or offset credits which might result from this Agreement or Order. Seller shall provide documentation or information, which Boeing or its assignee may reasonably request to substantiate claims for industrial benefits or offset credits. Seller agrees to use reasonable efforts to identify the foreign content of goods, which Seller either produces itself or procures from other companies for work directly related to this Agreement. Promptly after selection of a non-U.S. subcontractor or supplier for work under this Agreement, Seller shall notify Boeing of the name, address, subcontract point of contact (including telephone number) and dollar value of the subcontract.
37.0 NO JOINT VENTURE, AGENCY OR PARTNERSHIP RELATIONSHIP
This Agreement shall not constitute, give effect to, or otherwise imply a joint venture, partnership, agency or formal business organization of any kind between Boeing and Seller.
38.0 APPLICABLE LAW
This contract shall be governed by the laws of the State of Washington. No consideration shall be given to Washingtons conflict of law rules. This contract excludes the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Boeing and Seller hereby irrevocably consent to and submit themselves exclusively to the jurisdiction of the applicable courts of King County, Washington and the federal courts of Washington State for the purpose of any suit, action or other judicial proceeding arising out of or connected with any Order or the performance or subject matter thereof. Boeing and Seller hereby waive and agree not to assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that (a) Boeing and Seller are not personally subject to the jurisdiction of the above-named courts, (b) the suit, action or proceeding is brought in an inconvenient forum or (c) the venue of the suit, action or proceeding is improper.
39.0 ORDER OF PRECEDENCE
The order of precedence of the terms and conditions of this GTA when compared to the terms and conditions of other documents is determined by the Order of Precedence section in the relevant SBP.
40.0 ELECTRONIC ACCESS
The following provisions set forth the additional requirements for Sellers Electronic Access to the Boeing Systems. For purposes of the work to be
performed under this contract, the provisions set forth herein relative to Electronic Access shall supersede and replace any prior agreements between Seller and Boeing related to Electronic Access. For purposes of these provisions Electronic Access is defined as access by Seller or any Seller Personnel to the Boeing Systems using any access or transmission method, including without limitation the World Wide Web, Internet, or private data transmission lines. For purposes of this provision, Boeing Systems is defined as any electronic information systems operated by or on behalf of Boeing, including without limitation, facilities, network equipment, telecommunications networks, software, files and data. For the purpose of this provision, Seller Personnel is defined as any of Sellers employees, contract labor, consultants, advisers, or leased employees who have been authorized to access Boeing Systems.
Subject to Boeing revocation or termination at Boeings discretion, Boeing grants to Seller a limited, nontransferable, nonexclusive revocable right to access the Boeing Systems electronically, solely during the term of the contract and solely to the extent authorized by Boeing and necessary for Seller to perform under, and in accordance with the terms of, this contract. Seller shall not access or use the Boeing Systems for any other purpose.
Without limiting the generality of the foregoing, Seller shall not, unless authorized in writing by Boeing: (a) export or save locally any Proprietary Information and Materials from the Boeing Systems to Sellers system or any other computing resources or media except in support of the work to be performed under this contract, (b) make any derivative uses of the Boeing Systems or the Proprietary Information and Materials except in support of the work to be performed under this contract, (c) use any data mining, robots, or similar data gathering and extraction methods, (d) use any frame or framing techniques to enclose any Proprietary Information and Materials found on the Boeing Systems, or (e) access any Proprietary Information and Materials marked as Boeing Proprietary or Limited (whether electronically or in hard copy) or Limited Distribution (collectively, the Unauthorized Proprietary Information and Materials) or (f) attempt to gain access to Unauthorized Proprietary Information and Materials or restricted portions of the Boeing System through reverse engineering, decompiling, or disassembling any portion of the Access Controls, for purposes of this provision Access Controls means a set of controls and/or mechanisms used to authenticate the identity of a system user and authorize access, including, but not limited to, user identifications and passwords, tokens, smart cards and biometrics. If Seller inadvertently accesses any Unauthorized Proprietary Information and Materials or restricted portions of the Boeing Systems, Seller shall: (1) not read such Unauthorized Proprietary Information and Materials, (2) notify Boeing of such inadvertent access to Unauthorized Proprietary Information and Materials, and (3) cooperate with Boeing to avoid future access to
Unauthorized Proprietary Information and Materials and/or Boeing Systems. Seller acknowledges that any attempts by Seller or any Seller Personnel to circumvent any security measures designed to prevent unauthorized access to the Boeing Systems may be in violation of the U.S. Federal Computer Fraud and Abuse Act and other applicable laws, may subject the violator to criminal and civil penalties, and will be grounds for immediate suspension of Electronic Access and for termination of the contract. This provision does not grant to Seller any ownership interest in, or any express or implied license or right to, any of the Proprietary Information and Materials or to any software or intellectual property rights owned by Boeing or any third party. Seller agrees that it will abide by and shall not remove any restrictive legends or markings in the Proprietary Information and Materials or Boeing Systems. If Seller is unsure about the scope of authorized Electronic Access, Seller agrees to contact Boeings Authorized Procurement Representative for instruction.
Seller may request, and Boeing may provide in its sole discretion, Electronic Access for Seller Personnel on a need to know basis in order for Seller to fulfill its obligations or perform under the contract. Seller shall: (1) ensure that all Seller Personnel with Electronic Access review and agree in writing to abide by the terms of this provision, and any other applicable provision contained in this contract, prior to Seller requesting Electronic Access for such Seller Personnel, (2) maintain complete and accurate records of all Seller Personnel who are granted Electronic Access, and provide such records to Boeing upon request, and (3) be fully responsible for the acts and omissions of all Seller Personnel with respect to their Electronic Access, including without limitation, Seller Personnels use or disclosure of Proprietary Information and Materials obtained through such Electronic Access, or Seller Personnels actions while in possession of such Proprietary Information and Materials.
Prior to initiating any Electronic Access, each Seller Personnel who needs Electronic Access will be required to: (a) obtain from Boeing an Electronic Access account and access controls, and (b) participate in a security briefing in accordance with Boeing specifications. Seller shall assign a single focal (who may be changed at any time with written notice to Boeing) to initiate requests for Electronic Access for Seller Personnel, to coordinate security briefings, to coordinate with Boeing regarding notices of actual or potential security breaches, and to maintain records. Seller shall take all reasonable precautions to prevent the loss, disclosure, reverse engineering or compromise of Access Controls. Seller shall immediately notify Boeing if it believes that any Access Control has been compromised. Seller shall ensure that Seller Personnel do not access the Electronic Access through any mechanism other than the Access Controls, regardless of whether such alternative is available. Seller acknowledges that the access controls are for specific individual use only, and are not
transferable and shall be maintained in confidence by Seller. Seller agrees to review (at least every 3 months) each of Seller Personnels Electronic Access requirements; provided, however that Seller agrees to maintain complete and accurate records of each of the companys employees who are granted Electronic Access and to provide such records to Boeing upon request. Seller agrees to immediately initiate a request to terminate the Electronic Access of individual Seller Personnel in the event of the reassignment, resignation or termination of any Seller Personnel to whom Electronic Access has been granted.
Boeing may be required to obtain information concerning citizenship or immigrant status of Seller Personnel obtaining Electronic Access. Seller agrees to furnish this information when requesting Electronic Access. Information submitted by Seller shall be certified by an authorized representative of Seller as being true and correct. Access to certain Boeing Systems may be limited due to Boeing compliance with applicable U.S. export control laws. Where access is granted, Seller shall be responsible for obtaining all export licenses required, where applicable, for each such Seller Personnel, including to allow such Seller Personnel to perform the work to which he or she is assigned, and Seller shall comply with any additional export control restrictions as required by applicable laws, rules and regulations.
To the fullest extent consistent with Applicable Law, Boeing has the right to monitor, record, retrieve and disclose to others (including, but not limited to, law enforcement officials) all information, including the content of communications, related to any Electronic Access by Seller and Seller Personnel.
In the event Seller discovers or is notified of a security breach or potential security breach, Seller shall immediately: 1) notify Boeing of such security breach or potential security breach and of the Proprietary Information and Materials involved; and, 2) assist Boeing in investigating, remedying (including assurance of no recurrence) and taking any other action Boeing deems necessary regarding any security breach or potential security breach and any dispute, inquiry or claim that concerns such security breach or potential security breach. Seller shall make the notification required in this Section by sending to abuse@boeing.com , with a courtesy copy to the applicable procurement representative, an electronic mail message specifying the information required in this Section. Nothing contained in this Section is intended to limit any of Boeings rights or remedies under this contract or otherwise. Seller agrees to permit Boeing to review its security control procedures and practices via physical or electronic access by Boeing, including access to Seller facilities in which such systems are located, as well as any and all premises where maintenance, storage or backup activities are performed. Seller agrees to
assist Boeing in investigating, remedying (including assurance of nonrecurrence) and taking any other action Boeing deems necessary regarding any security breach or potential security breach and any dispute, inquiry or claim that concerns such security breach or potential security breach.
SELLER EXPRESSLY AGREES THAT BOEING MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RELIABILITY OF ELECTRONIC ACCESS.
Any material breach of this GTA document Section 40.0 by Seller may be considered a major breach of this contract for which Boeing may elect to cancel any open orders between Boeing and the Seller, for cause, in accordance with the provision of this GTA Section 13.0 Cancellation for Default or exercise any other right of Boeing for an Event of Default under this contract.
EXECUTED in duplicate as of the date and year first written above by the duly authorized representatives of the parties.
BOEING |
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SELLER |
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THE BOEING COMPANY By and Through its Division Boeing Commercial Airplanes |
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Spirit AeroSystems, Inc. |
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Name: |
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Name: |
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Title: |
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Title: |
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Date: |
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Date: |
Exhibit 10.3
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Amendment 7
SPECIAL BUSINESS PROVISIONS
between
THE BOEING COMPANY
and
SPIRIT AEROSYSTEMS, INCORPORATED.
MS-65530-0016
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
TABLE OF CONTENTS
TITLE PAGE
TABLE OF CONTENTS
ATTACHMENTS
AMENDMENT PAGE
RECITAL PAGE
1.0 |
DEFINITIONS |
9 |
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2.0 |
CONTRACT FORMATION |
13 |
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2.1 |
Order |
13 |
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2.2 |
Entire Agreement |
13 |
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2.3 |
Incorporated by Reference |
13 |
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2.4 |
Written Authorization to Proceed |
13 |
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3.0 |
SUBJECT MATTER OF SALE |
14 |
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3.1 |
Subject Matter of Sale |
14 |
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3.2 |
Period of Performance |
14 |
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3.3 |
Nonrecurring Work |
14 |
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3.3.1 |
Engineering Services |
14 |
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3.3.1.1 |
Engineering Services |
14 |
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3.3.2 |
Product Development and Test |
14 |
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3.3.2.1 |
Product Development and Test Activities |
14 |
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3.3.2.2 |
Static and Fatigue Test Articles |
15 |
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3.3.3 |
Certification Support |
15 |
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3.3.4 |
Tooling |
15 |
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3.3.4.1 |
Tooling General |
15 |
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3.3.4.2 |
Contractor Use-Tooling (also known as Seller-Use Tooling) |
15 |
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3.3.4.3 |
Common-Use Tooling |
15 |
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3.3.4.4 |
Use of Casting, Forging and Extrusion Tooling |
16 |
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3.3.4.5 |
Initial Planning |
16 |
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3.3.4.6 |
Title to Tooling |
16 |
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3.3.4.7 |
Use and Disposition of Tooling |
16 |
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3.3.4.8 |
Reserved |
17 |
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3.3.4.9 |
Responsible Party |
17 |
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3.3.5 |
Life Cycle Product Teams |
17 |
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3.3.6 |
Weight Status Reporting |
17 |
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3.4 |
Recurring Work |
17 |
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3.4.1 |
Production Articles |
17 |
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3.4.2 |
Delivery Point and Schedule |
18 |
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3.4.2.1 |
Additional Events of Excusable Delay |
18 |
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3.4.3 |
Transportation Routing Instructions |
18 |
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3.4.4 |
Manufacturing Configuration |
18 |
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3.4.5 |
Sustaining Product Definition |
18 |
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3.4.6 |
Tooling Maintenance |
18 |
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3.4.7 |
Maintenance of Production Planning |
19 |
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3.4.8 |
Certification Support |
19 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
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3.4.9 |
Type Design and Type Certification Data Development and Protection |
19 |
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3.4.10 |
Seller Authorized Representative (AR) Requirements and Obligations |
19 |
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3.5 |
Product Support and Miscellaneous |
19 |
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3.5.1 |
Miscellaneous Work |
19 |
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3.5.2 |
Delivery Schedule of Other Products and Performance of Services |
19 |
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4.0 |
PRICING |
20 |
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4.1 |
Recurring Price |
20 |
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4.1.1 |
Interim Extension Pricing |
20 |
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4.2 |
RESERVED |
21 |
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4.3 |
Pricing of Requirements for Modification or Retrofit |
21 |
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4.3.1 |
Boeing Responsibility or Regulatory Requirement |
21 |
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4.3.2 |
Reserved |
21 |
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4.4 |
Expedite of Production Requirements |
21 |
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4.5 |
Pricing for Derivatives |
21 |
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4.6 |
POA Pricing |
21 |
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5.0 |
PAYMENT |
22 |
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5.1 |
Invoicing |
22 |
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5.1.1 |
Invoicing Requirements |
22 |
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5.1.2 |
Invoicing Shipset Identification |
22 |
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5.1.3 |
Customs Invoicing |
22 |
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5.1.4 |
Mailing Instructions |
22 |
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5.1.5 |
Pay From Receipt |
22 |
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5.2 |
Recurring Payment |
23 |
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5.2.1 |
Non-Recurring Payment |
23 |
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5.3 |
Payment Method |
25 |
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5.4 |
Payment Errors |
25 |
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6.0 |
CHANGES |
25 |
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7.0 |
CHANGE PROVISIONS |
26 |
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7.1 |
Price Adjustment for Changes |
26 |
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7.2 |
Change Pricing Criteria |
26 |
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7.3 |
Reserved |
28 |
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7.4 |
Reserved |
28 |
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7.5 |
Schedule Acceleration/Deceleration |
28 |
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7.5.1 |
Production Rates |
28 |
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7.6 |
Total Cost Management |
28 |
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7.6.1 |
Boeing Generated Technical and Cost Improvement |
29 |
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7.7 |
Obsolescence |
29 |
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7.8 |
Reserved |
29 |
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7.9 |
Proposals for Price Adjustment |
29 |
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7.10 |
Apportionment and Payment of Price Adjustments |
31 |
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7.10.1 |
Recurring Work Price Adjustment |
31 |
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7.10.2 |
Apportionment and Payment |
31 |
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8.0 |
GOVERNING QUALITY ASSURANCE REQUIREMENTS |
31 |
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9.0 |
STATUS REPORTS/REVIEWS |
31 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
|
9.1 |
Notification of Shipment |
31 |
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9.2 |
General Reports Reviews |
31 |
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9.3 |
Cost Performance Visibility |
32 |
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9.4 |
Problem Reports |
32 |
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9.5 |
Notice of Delay - Premium Effort |
33 |
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9.6 |
Diversity Reporting Format |
34 |
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9.7 |
Planning Schedule |
34 |
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10.0 |
BOEING ASSISTANCE |
34 |
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10.1 |
Boeing Technical / Manufacturing Assistance Regarding Sellers Nonperformance |
34 |
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10.2 |
Other Boeing Assistance |
34 |
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11.0 |
REPAIR AUTHORIZATION |
34 |
||
|
11.1 |
Boeing-Performed Work |
34 |
|
|
11.2 |
Reimbursement for Repairs |
35 |
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12.0 |
OTHER REQUiREMENTS |
35 |
||
|
12.1 |
SUPPORTING DOCUMENTATION |
35 |
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|
12.1.1 |
Supporting Documentation and Priority |
35 |
|
|
12.1.2 |
Revision of Documents |
36 |
|
|
12.1.3 |
Compliance |
37 |
|
12.2 |
RESERVED |
37 |
|
|
12.3 |
ACCOUNTABILITY FOR TOOLING |
38 |
|
|
12.4 |
CERTIFIED TOOL LISTS |
38 |
|
|
12.5 |
BOEING FURNISHED TOOLING |
38 |
|
|
12.6 |
PACKAGING AND SHIPPING |
38 |
|
|
|
12.6.1 |
Packaging |
38 |
|
|
12.6.2 |
Product Packaging |
39 |
|
|
12.6.3 |
Disposable Shipping Fixtures |
39 |
|
|
12.6.4 |
Packing Sheet and Test Reports |
39 |
|
|
12.6.5 |
Additional Copies |
40 |
|
|
12.6.6 |
Price Inclusive |
40 |
|
12.7 |
CYCLE TIME REQUIREMENTS |
40 |
|
|
12.8 |
COMPATIBILITY WITH ENGINEERING BUSINESS AND PRODUCTION SYSTEMS |
40 |
|
|
12.9 |
ELECTRONIC ACCESS AND EXCHANGE OF DIGITAL PRODUCT DEFINITION |
40 |
|
|
|
12.9.1 |
Exchange of Digital Product Definition between Boeing and Seller |
40 |
|
|
12.9.2 |
Systems/Software Compatibility between Boeing and Seller |
40 |
|
|
12.9.3 |
Electronic Access, Communications and Data Exchange via Telecommunications |
41 |
|
12.10 |
PROGRAM MANAGER |
41 |
|
|
12.11 |
SUBCONTRACTING |
41 |
|
|
|
12.11.1 |
Subcontractors and Suppliers |
42 |
|
12.12 |
INTERNATIONAL COOPERATION |
42 |
|
|
|
12.12.1 |
Market Access and Sales Support |
42 |
|
|
12.12.2 |
Offset Assistance |
43 |
|
12.13 |
SUPPLY CHAIN INTEGRATION |
43 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
22.0 |
INFRINGEMENT |
55 |
|
|
|
|
|
23.0 |
DIGITIZATION OF PROPRIETARY INFORMATION and MATERIALS |
56 |
|
|
|
|
|
24.0 |
CONFIGURATION CONTROL |
56 |
|
|
|
|
|
25.0 |
Reserved |
56 |
|
|
|
|
|
26.0 |
On-Site Support |
57 |
|
|
26.1 |
Indemnification Negligence of Seller or Subcontractor |
57 |
|
26.2 |
Commercial General Liability |
57 |
|
26.3 |
Automobile Liability |
58 |
|
26.4 |
Workers Compensation |
58 |
|
26.5 |
Certificates of Insurance |
58 |
|
26.6 |
Self-Assumption |
58 |
|
26.7 |
Protection of Property |
59 |
|
26.8 |
Compliance with Boeing Site Requimments |
59 |
|
|
|
|
27.0 |
Reserved |
59 |
|
|
|
|
|
28.0 |
DELIVERY TITLE AND RISK OF LOSS |
59 |
|
|
28.1 |
Title and Risk of Loss |
59 |
|
|
|
|
29.0 |
Reserved |
60 |
|
|
|
|
|
30.0 |
CUSTOMER CONTACT |
60 |
|
|
|
|
|
31.0 |
Reserved |
60 |
|
|
31.1 |
Interest on Overdue Amounts |
60 |
|
|
|
|
32.0 |
SURVIVAL |
60 |
|
|
|
|
|
33.0 |
INVENTORY AT CONTRACT COMPLETION |
61 |
|
|
|
|
|
34.0 |
SELLER ASSISTANCE |
61 |
|
|
|
|
|
35.0 |
NONRECURRING WORK TRANSFER |
62 |
|
|
|
|
|
36.0 |
DISPOSITION OF TOOLING |
62 |
|
|
|
|
|
37.0 |
CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT) |
63 |
|
|
|
|
|
38.0 |
ENVIRONMENTAL MANAGEMENT SYSTEMS AND HEALTH AND SAFETY MANAGEMENT SYSTEMS |
63 |
|
|
|
|
|
39.0 |
RESTRICTIONS ON LOBBYING |
63 |
|
|
39.1 |
Applicability |
63 |
|
39.2 |
Certification |
64 |
|
39.3 |
Flow Down |
64 |
Signature Page
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
ATTACHMENTS
Attachment 1 |
Work Statement and Pricing |
Attachment 2 |
Production Article Definition and Contract Change Notices |
Attachment 3 |
Reserved |
Attachment 4 |
Additional Statement of Work |
Attachment 5 |
Rates and Factors |
Attachment 8 |
Lead time Matrix (Accel/Decel) |
Attachment 7 |
Indentured Priced Parts List and POA Pricing |
Attachment 8 |
Seller Data Submittals |
Attachment 9 |
Non-Recurring Agreements |
Attachment 10 |
Quality Assurance Requirements |
Attachment 11 |
Second Tier Support |
Attachment 12 |
Non-U.S. Procurement Report Form |
Attachment 13 |
Reserved |
Attachment 14 |
Production Article Delivery Schedule |
Attachment 15 |
Model Mix Constraint Matrix |
Attachment 16 |
Boeing Furnished Material/Boeing Provided Details |
Attachment 17 |
Reserved |
Attachment 18 |
Reserved |
Attachment 19 |
Reserved |
Attachment 20 |
Quantity Price Adjustment |
Attachment 21 |
Commodity Listing and Terms of Sale |
Attachment 22 |
Abnormal Escalation |
Attachment 23 |
767-2C SOW |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
AMENDMENTS
Amend
|
|
Description |
|
Date |
|
Approval |
|
|
|
|
|
|
|
|
|
1 |
|
Revise Company name from Mid-Western Aircraft Systems Incorporated to Spirit AeroSystems throughout document. Update attachments 1, 2, 4, 14 and 16. |
|
2/23/06 |
|
H. McCormick/
|
|
|
|
|
|
|
|
|
|
2 |
|
Incorporate CCNs as listed in attachment 2, includes addition of new section 12,19, modification to sections 3.4.9,12.16 and 32.0, updates to attachments 1, 2, 6, 7, 15, 16, 19 and 20. |
|
4/11/07 |
|
H. McCormick/
|
|
|
|
|
|
|
|
|
|
3 |
|
Incorporate CCNs as listed in attachment 2, updates to attachments 1, 2, 7, 14, 15, 16 and 22. |
|
11/28/07 |
|
H. McCormick/
|
|
|
|
|
|
|
|
|
|
4 |
|
Incorporate CCNs as listed in attachment 2. Updates to Attachments 1, 2, 7, 14, 15, 16. Incorporate Attachment 1A per CCN 508, 1328. |
|
7/8/08 |
|
S. Hu
|
|
|
|
|
|
|
|
|
|
5 |
|
Incorporate CCNs as listed in attachment 2, includes addition of new section 12.3.1.1. Updates to Attachments 1, 2, 7, 14, 15, 16, 20. |
|
6/22/09 |
|
S. Hu
|
|
|
|
|
|
|
|
|
|
6 |
|
Incorporate CCNs as listed in attachment 2, includes addition of new section 39. Updates to Attachments 1, 2, 4, 7, 9, 10, 14, 16. Incorporate Attachment 9 per CCN 2385. |
|
11/23/10- |
|
S. Hu
|
|
|
|
|
|
|
|
|
|
7 |
|
Incorporate CCNs as listed in attachment 2, includes addition of new section 12.13.3.1. Updates to Attachments 1, 2, 4, 7, 9, 14, 16. Incorporate Attachment 1B per CCN 4212 and Attachment 23 per the 767-2C MOA. |
|
7/29/11 |
|
S. Hu
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
THESE SPECIAL BUSINESS PROVISIONS (SBP) are entered into as of June 16, 2005 by and between Spirit AeroSystems Inc., a Delaware Corporation with its principal office in Wichita, Kansas (Seller), and The Boeing Company, a Delaware corporation acting by and through its Boeing Commercial Airplanes business unit (collectively and individually Boeing). Hereinafter, the Seller and Boeing may be referred to jointly as Parties hereto.
Now, therefore , in consideration of the mutual covenants set forth herein, the Parties agree as follows:
SPECIAL BUSINESS PROVISIONS
1.0 DEFINITIONS
The definitions used herein are the same as those used in the GTA. In addition, the following terms are defined as follows:
A. Aircraft means a completed Program Airplane ready for delivery or delivered to a Customer.
B. Boeing Proprietary Spare Parts means all Spare Parts, which are manufactured (i) by Boeing, or (ii) to Boeings detailed design with Boeings authorization, or (iii) in whole or in part using Boeing Proprietary Information.
C. Boeing-Use Tooling means certain gauge and interface Tooling (not including Boeing master gauges) manufactured by Seller in accordance with designs provided by Boeing, to be used exclusively by Boeing.
D. Common-Use Tooling means all Contractor-Use Tooling that enters into a Boeing facility or Boeing designated destination and that is required for use by Boeing and Seller, and, if applicable, a third party.
E. Contract Change Notice or CCN means any written notice sent by Boeing to Seller describing any Change to the general scope of this SBP pursuant to SBP Section 6.0 and authorizing Seller to proceed with the performance of work hereunder in accordance with such Change description.
F. Contractor-Use Tooling (also known as Seller-Use Tooling) means all Tooling needed to manufacture and deliver Products (including but not limited to, Supplier-Use Tools, Common-Use Tools, Mechanical Handling Equipment, Rotating Tools, Shipping Equipment, Interface Control Tools and Interface Production Tools as defined in Boeing Document D33200-1).
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
G. Cycle Time means the period of time that elapses between the dates the Program executes a Customer implementation directive for a Program Airplane and delivery of such Program Airplane to such Customer.
H. Dataset means any compilation of data or information (including, without limitation, numerical data, geometric definitions, program instructions or coded information) which may be used directly in, integrated with or applied to, a computer program for further processing. A Dataset may be a composite of two or more other Datasets or an extract of a larger Dataset.
I. Derivative means any model airplane that either (1) can be FAA certificated by an amendment to an existing Type Certificate through adaption of a new minor model, or by a Supplemental Type Certificate; and bears the same major model designation as an airplane currently being manufactured (e.g., 737, 747, 787, 777) by Boeing: or (2) includes all of the following conditions: (a) has the same number of engines as the existing model airplane; (b) utilizes essentially the same aerodynamic and propulsion design, major assembly components, and systems as the existing model airplane; (c) achieves other payload/range combinations by changes in body length, engine thrust or variations in certified gross weight; (d) has the same body cross-section as the subject model aircraft; and (e) uses substantially the same technology, design, materials, specifications, and manufacturing processes as existing Program Airplane. Derivative does not mean Boeing Integrated Defense Systems (IDS) Products or any BCA aircraft delivered to Boeing IDS accept as currently provided in Attachment 4. A Derivative does not include any subject model airplane, which has been or was currently in production as of the date of execution of this SBP, or any new airplane program receiving a new major model designation and which require a new Type Certificate.
J. Drawing means an electronic or manual depiction of graphics or technical information representing a Product or any part thereof and which includes the parts list and specifications relating thereto.
K. Effective Date means the date on which both parties fully execute this SBP.
L. End Item Assembly means any Product which is described by a single part number and which is comprised of more than one component part.
M. Engineering Release means engineering Drawings, Datasets or other Documents, that define the design requirements of any Product.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
N. Existing Tooling means all accountable Tooling relating to this SBP in the possession of Boeing on the date hereof, Existing Boeing-Use Tooling, Existing Common-Use Tooling and Existing Contractor-Use Tooling means respectively Boeing-Use Tooling, Common-Use Tooling and Contractor-Use Tooling that are not New Tooling.
O. Life Cycle Product Team or LCPT, Integrated Product Team or IPT or Design Build Team or DBT means a team composed of representatives from engineering, operations, procurement, finance, design-to-cost and other disciplines as Boeing and Seller shall specify whose objective is to optimize designs for cost, weight, performance and producibility.
P. Manufacturing Work Package or Work Package means manufacturing effort that Seller will provide under this SBP.
Q. Miscellaneous Work is Seller performed work or services that includes, but is not limited to provision of additional test articles, New Boeing-Use Tooling, test support, field support and Boeing-used supplier facilities.
R. New Tooling means all Tooling other than Existing Tooling. New Boeing-Use Tooling, New Common-Use Tooling, or New Contractor-Use Tooling, respectively, means Boeing-Use Tooling, Common-Use Tooling, or Contractor-Use Tooling, respectively, that is not Existing Tooling.
S. Nonrecurring Work is Seller performed work other than Recurring Work or Spares and Miscellaneous Work, which may include, but is not limited to Product Definition, product development, Tooling, static and fatigue test articles, Transportation Devices and planning.
T. Obsolescence means the discontinuation of the requirement for any Product as a result of engineering or manufacturing change, which has rendered such Product no longer usable in the production of the Program Airplane or any Derivative.
U. Person means any individual, partnership, corporation, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.
V. Price means the amount to be paid by Boeing to Seller for any Product in accordance with the terms of this SBP.
W. Products In addition to the definition in the GTA, Products has the meaning of Product Definition.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
X. Product Definition means the engineering design deliverables (layouts, interface drawings, stress notes, etc.) required to design, build, test, certify, deliver and support Orders.
Y. Production Articles means those completed assemblies defined and configured, including SCD Products, as set forth in SBP Attachment 1 and 2 Production Article Definition and Contract Change Notices for the Program Airplane and any Derivative, and not including Products or Production Articles used for modification or retrofit of previously delivered Program Airplanes, except as provided in SBP Section 4.3.1. Purchases of Parts or Production Articles for modifications or retrofits, other than those described in Section 4.3.1, shall be governed by SBP number SBP-6-5118-AEC-016.
Z. Program means the design, development, marketing, manufacture, sales and customer support of Program Airplanes, Derivatives and Products.
AA. Program Airplane means a Boeing commercial transport aircraft having a model designation of 737, 747, 767 or 777 for which Seller shall provide Product Definition and Production Articles pursuant to this SBP.
BB. Purchased on Assembly (POA) means any detail component needed to replace a component on an End Item Assembly currently in Boeings assembly line process.
CC. Recurring Shipset Price or Recurring Price means the Price for the Recurring Work associated with each Shipset and or part as identified in Attachment 1.
DD. Recurring Work means work Seller performs in producing Product Definition and Production Articles. The cost of Recurring Work can include, but is not limited to design, tool maintenance, replacement, and storage, packaging, disposable shipping fixtures and maintenance of production planning.
EE. Replacement means any model airplane that is not a Derivative airplane and substantially takes the place of a current model or models, or serves the same market segment or both.
FF. SCD Products means all goods, including components and parts thereof, designed to a Boeing Specification Control Drawing by Seller or its subcontractors or suppliers, and provided or manufactured under this Contract.
GG. Shipset means the total set of Production Articles provided by Seller hereunder necessary for production of one Program Airplane or Derivative.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
HH. Tooling For purposes of this SBP, Tooling means ail tooling, used in production or inspection of Products, either provided to Seller by Boeing or supplied by Seller whereby Boeing agrees to pay Seller for the manufacture of such tooling, including New Tooling and Existing Tooling.
2.0 CONTRACT FORMATION
2.1 Order
Any Order to which this SBP applies will include a statement incorporating this SBP by reference unless otherwise specifically agreed to in writing by the Parties.
Each such Order will be governed by and be deemed to include the provisions of this SBP.
2.2 Entire Agreement
The Order, this SBP, the GTA, the AA, and the EAA sets forth the entire agreement, and supersede any and all other prior agreements, understandings and communications between Boeing and Seller related to the subject matter of an Order. The rights and remedies afforded to Boeing or Customers pursuant to any provisions of an Order are in addition to any other rights and remedies afforded by any other provisions of the Order, the General Terms Agreement (GTA) or the SBP, by law or otherwise.
2.3 Incorporated by Reference
General Terms Agreement (GTA) BCA-65530-0016 dated June 16, 2005 is incorporated in and made a part of this SBP by this reference.
Administrative Agreement (AA) AA-65530-0010 dated June 16, 2005 is incorporated in and made a part of this SBP by this reference.
In addition to any other documents incorporated elsewhere in this SBP or GTA by reference, the Documents set forth in SBP Section 12.1 Supporting Documentation are incorporated in and made a part of this SBP by reference with full force and effect, as if set out in full text. It is the Sellers responsibility to comply with the latest revision of these documents as made available by Boeing.
2.4 Written Authorization to Proceed
Boeings Procurement Representative may give written or electronic authorization to Seller to commence performance before Boeing issues an Order as provided in the GTA.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
3.0 SUBJECT MATTER OF SALE
3.1 Subject Matter of Sale
Subject to the provisions of this SBP, Seller shall sell to Boeing and Boeing shall purchase from Seller certain Products as described in this SBP including, certain Production Articles and other recurring Products as described in SBP Section 3.4 Recurring Work, and other Miscellaneous Work as described in SBP Section 3.5 Product Support and Miscellaneous Work. In addition, Seller shall be responsible for providing engineering services and other Nonrecurring Work as described in SBP Section 3.3 Nonrecurring Work.
3.2 Period of Performance
The period of performance for this SBP shall include manufacturing and all other activities required to support delivery of Products from June 16, 2005 through life of Program Airplanes and Derivatives of those Program Airplanes.
3.3 Nonrecurring Work
3.3.1 Engineering Services
3.3.1.1 Engineering Services
Seller is responsible for engineering activities as set forth in Attachment 4 Additional Statement of Work. Seller responsibilities for the work packages defined in Attachment 1 include those items outlined in Attachment 4.
Design shall conform to the standards and requirements set forth in Attachment 4 Additional Statement of Work and Product Definition in schedules set forth in Attachment 13 and the applicable documents referred to in SBP Section 12.1 Supporting Documentation.
3.3.2 Product Development and Test
3.3.2.1 Product Development and Test Activities
Seller is responsible for all product development and test activities required to design, build, test, deliver, certify, and support Products as set forth in SBP Attachment 4 Additional Statement of Work. Seller shall also prepare, and Boeing shall have the right to review, initial product development and test planning documentation as necessary to produce Product Definition, Production Articles in accordance with SBP Attachment 2 Production Article Definition and Contract Change Notices and Spare Parts in accordance with SBP Attachment 7.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
3.3.2.2 Static and Fatigue Test Articles
Seller will provide Boeing with Products and associated hardware as set forth In SBP Attachment 2 Production Article Definition and Contract Change Notices for static and fatigue tests, and as scheduled in SBP Attachment 14.
3.3.3 Certification Support
Seller is responsible for all certification activities as set forth in SBP Attachment 4 Additional Statement of Work including the associated costs.
3.3.4 Tooling
3.3.4.1 Tooling General
Boeing will retain ownership of all Existing Tooling and shall acquire ownership of ail New Tooling upon passage of title thereto to Boeing in accordance with Section 3.3.4.6 of this SBP, and for financial reporting purposes and income tax purposes the Parties shall treat all Tooling so owned by Boeing in a manner consistent with Boeings ownership thereof. Subject only to Sellers right of use granted by Boeing hereunder and without diminishing the obligations of Seller hereunder, Boeing shall have and retain all rights, title and interest in all Tooling. Seller shall be entitled to use Tooling for the purposes of performing its obligations of this SBP and for Spares and MRO aftermarket according to the terms of the HMSGTA, any applicable SLAs and any other applicable SBPs.
All Tooling produced or used in performance of this SBP must conform to the provisions of Boeing Document D953W001, General Operations Requirements Document for Suppliers External/Internal Suppliers/Program Partners, and D33203-1, Boeing Suppliers Tooling Document or, subject to Boeings review and approval not to be unreasonably withheld or delayed, its equivalent or replacement document.
3.3.4.2 Contractor Use-Tooling (also known as Seller-Use Tooling)
As of the date hereof, Seller is responsible for providing all New Contractor-Use Tooling (as defined in New Tooling) needed to manufacture and deliver Products as required in the performance of this SBP. Seller shall plan, design, manufacture or procure, and test all New Contractor-Use Tooling. Existing Contractor-Use Tooling (as defined in Existing Tooling) and New Contractor-Use Tooling shall be in the configuration, quantity and quality required to produce (i) Production Articles in accordance with SBP Attachment 14 and (ii) other Boeing requirements for Products (including, without limitation, Spare Parts).
3.3.4.3 Common-Use Tooling
Seller shall design, manufacture or procure, and test all New Common-Use Tooling including, without limitation, strongback handling fixtures, rotable
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
shipping fixtures and handling fittings. The requirements for such items will be defined and identified by Boeing.
3.3.4.4 Use of Casting, Forging and Extrusion Tooling
Boeing or its designees shall have and retain the right to use all Tooling for the production of castings, forgings and extrusions produced at Sellers direction for use under this SBP and such Tooling shall be used only in the performance of this SBP or any other SBP that Boeing may designate in writing. Such Tooling shall be retained for use in production of castings, forgings and extrusions for Boeing or as Boeing directs until Boeing gives written notice to Seller that a requirement for the use of such Tooling no longer exists. Subject to the terms of this SBP, Boeing hereby grants to Seller the right to use any Tooling during the term of this SBP for the production of castings, forgings or extrusions that will become part of any Product, in which Boeing has a right of use, ownership or other proprietary interest.
3.3.4.5 Initial Planning
Seller will perform all Tooling and production planning activities. Seller shall also prepare, and Boeing shall have the right to review, Tooling and production planning documentation as necessary to evaluate Sellers ability to produce Production Articles in accordance with SBP Attachment 2 Production Article Definition and Contract Change Notices SBP Attachment 4 Additional Statement Work and Spare Parts.
3.3.4.6 Title to Tooling
Boeing shall retain title to all Existing Tooling. Title to all New Tooling shall pass from Seller or any of Sellers subcontractors to Boeing upon completion of the manufacture of such New Tooling by Seller or any of its subcontractors and after payment therefore by Boeing, in accordance with Section 5.2.1 or otherwise, and such title shall thereafter be retained by Boeing for all purposes. Seller shall ensure that any subcontract for the production of New Tooling provides for the passing of title to Boeing pursuant to the immediately preceding sentence.
3.3.4.7 Use and Disposition of Tooling
Seller shall use any and all Tooling only for the purpose of performing its obligations under this SBP except as provided in SBP Section 3.3.4.1, and shall not sell, lease or otherwise dispose of any Tooling. Seller shall, on behalf of Boeing as the owner thereof obtain and maintain in effect insurance In respect at all Seller-Use Tooling and Common-Use Tooling (other than such Tooling, which is in the actual possession of Boeing). Seller shall not create or be responsible for the creation by others, any lien, claim or right of any person or entity other than the rights of Boeing, in respect of any Tooling, under this SBP.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
3.3.4.8 Reserved
3.3.4.9 Responsible Party
Seller shall absorb alt costs associated with non-accountable tooling manufactured and/or purchased by Seller necessary for the manufacture and delivery of the Products including but not limited to rework, repair, replacement and maintenance of the tooling. Seller shall not use tools, which contain, convey, embody, or were made in accordance with or by reference to any Proprietary Information and Materials of Boeing, to manufacture parts for anyone other than Boeing without the prior written authorization of Boeing; provided, however, that Seller shall be entitled to use Tooling as provided in SBP Section 3.3.4.1.
When Boeing agrees to pay for Tooling to support the manufacture and delivery of applicable Product(s) identified herein, the amount shall be set forth in SBP Attachment 1. The costs of necessary repair and maintenance to the Tooling are included in such amount. Invoices received with incorrect, improperly prepared or incomplete certified tool lists will be returned for correction prior to payment. Invoices shall be dated concurrent with, or subsequent to, shipment of the Products. Boeing shall notify Seller of any action required for discrepant Tooling, other than Boeing-Use Tooling.
3.3.5 Life Cycle Product Teams
Seller shall, in accordance with SBP Section 12.15 and as mutually agreed between the Parties locate at Boeings facilities key personnel for Life Cycle Product Teams (LCPTs) as may be required.
3.3.6 Weight Status Reporting
Seller shall report to Boeing the actual weights of Products in accordance with the requirements of Document D6T-10868-1, Weight Compliance Requirements/Participant Contractors.
3.4 Recurring Work
3.4.1 Production Articles
Upon acceptance of the initial and subsequent Orders, Seller shall provide the Production Articles specified in SBP Attachment 1 Statement of Work, Attachment 2 Production Article Definition and Contract Change Notices in accordance with the delivery schedules set forth in SBP Attachment 14 and/or the Order. All Production Articles will be designed, manufactured, certified, tested, delivered, and supported in accordance with the specifications and schedules set forth in this SBP.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
3.4.2 Delivery Point and Schedule
Notwithstanding the provisions of GTA Section 4.1, deliveries of Production Articles shall be strictly in accordance with the quantities, the schedule and other requirements specified by Boeing. Notwithstanding the provisions of GTA Section 4.1, all Products shall be delivered F.O.B. carriers transport at Sellers plant.
3.4.2.1 Additional Events of Excusable Delay
In addition to those Excusable Delays described in GTA Section 14.0, in the event of a delay caused by Boeing affecting Sellers on time delivery, Boeing and Seller shall seek commercially practical solutions to assure Boeing maintains on-schedule delivery of the airplane to the airplane customer.
3.4.3 Transportation Routing Instructions
Products shall be transported by the agent, carriers and routings specified by Boeing. Seller shall obtain the prior approval of Boeing, not to be unreasonably withheld or delayed, before shipping any Products on a route other than that specified by Boeing.
3.4.4 Manufacturing Configuration
The pricing set forth in SBP Attachment 1, as of the date hereof, is based on the latest definition or revisions of the statement of work, as of the date hereof, and is subject to change in accordance with this SBP.
3.4.5 Sustaining Product Definition
Seller shall provide Product Definition and sustaining engineering in accordance with the documents set forth in Attachment 4 Additional Statement of Work, Attachment 13 Product Definition Schedule and the applicable documents referred to in SBP Section 12.1 Supporting Documentation.
3.4.6 Tooling Maintenance
Seller shall provide at no cost to Boeing on Boeings behalf as the owner thereof, control, accountability, care, storage, maintenance, insurance and replacements of all Contractor-Use Tooling and Common-Use Tooling in the possession of Seller or its subcontractors in accordance with Document D33200, Boeing Suppliers Tooling Document or, subject to Boeing review and approval, not to be unreasonably withheld or delayed, its equivalent or replacement, as required to support the manufacture, certification, support and delivery of Products; it being understood, however, that Boeing as the owner thereof bears the economic burden of depreciation and obsolescence of all Tooling.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
3.4.7 Maintenance of Production Planning
Seller will revise and maintain the production planning as required to support the production and certification of Production Articles and Spare Parts.
3.4.8 Certification Support
Seller is responsible for all certification activities as set forth in SBP Attachment 4 Additional Statement of Work including the associated costs.
3.4.9 Type Design and Type Certification Data Development and Protection
Seller is responsible for the development and maintenance of all type design and type certification data for which they have type design/certification responsibility and/or support type design/certification, including where applicable, flow down requirements to Sellers subcontractors and suppliers. Seller shall maintain such type design and type certificate data in accordance with Boeing Document D6-83393, Certification Records Retention for Boeing Suppliers for the life of such type certificate. As part of this SBP Boeing is entitled to access, review and receive the type design/certification and data in a manner Boeing and Seller agree to in the D6-83393 or a records management agreement. Boeing Document D6-83393 is incorporated in and made a part hereof by this reference. Seller shall make available to Boeing, upon request, all compliance data as set forth in the D6-83393 related to the Product(s) which is maintained by Seller or Sellers subcontractors or suppliers. Such records shall be made available as soon as possible but in no event later than seventy-two (72) hours of Boeings request.
3.4.10 Seller Authorized Representative (AR) Requirements and Obligations
Sellers AR as designated and approved by Boeing shall operate and act in accordance with Boeing Document DOA300-354-NM Delegated Option Authorization Procedures Manual or BCA Delegated Compliance Organization Procedures Manual as amended from time to time including but not limited to providing compliance findings to Boeing Delegated Compliance Organization. Said document is incorporated and made a part hereof by this reference.
3.5 Product Support and Miscellaneous
3.5.1 Miscellaneous Work
Seller shall provide to Boeing Miscellaneous Work, including, without limitation New Boeing-Use Tooling, field support or other related program support items, as may be ordered by Boeing from time to time.
3.5.2 Delivery Schedule of Other Products and Performance of Services
All deliveries of other Products and performance of services will he as set forth in any applicable order, as set forth in SBP Section 3.4.2.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
4.0 PRICING
4.1 Recurring Price
The Price of Recurring Products is set forth in SBP Attachment 1 and includes the total price for all work under this SBP; subject to any applicable adjustment under SBP Section 7.0.
Prices shall be firm fixed priced through the eighth anniversary of the first day of the month in which both Parties fully execute this SBP as developed using Attachment 20 and listed in Attachment 1. For example, if the Parties fully execute this SBP on March 25, 2005 then the eighth anniversary of the first day of the month of that execution is March 1, 2013. In addition, Attachment 1 work package: price(s) are subject to adjustment for abnormal escalation as provoked in Attachment 22.
Twenty Four (24) months prior to the eighth anniversary of the first day of the month in which both Parties fully execute this SBP, Staler will propose pricing for the following ten (10) years or a period agreed upon by the Parties.
The Parties will negotiate pricing in good faith based on then-prevailing domestic market conditions for 41 sections (all programs), 737 fuselage, 737/777 struts & nacelles and then-prevailing global market conditions for all other Products.
4.1.1 Interim Extension Pricing
If the Parties are unable to reach agreement on Pricing by the date which is six months prior to the end of the period for which Pricing has been fixed, then such matter shall be resolved pursuant to GTA Section 33.0. If any dispute on Pricing continues after the eighth anniversary of the first day of the month in which both Parties fully execute this SBP, than interim Pricing shall be established. Interim Pricing shall be the then current Base Price (as of the eighth anniversary referred to above) adjusted in accordance with SBP Attachment 20 and escalated annually using the indices outlined below. At such time as a resolution on Pricing has been achieved, an appropriate debit or credit will be made retroactive to the day after the eighth anniversary of the first day of the month in which both Parties fully execute this SBP. Using the example in section 4.1, the date would be March 2, 2013.
A. Material [*****]
B. Labor [*****]
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Approximately forty-five days before the eighth anniversary of the first day of the month in which both Parties fully execute this SBP and on approximately the same date of each year thereafter until such time as a resolution on Pricing has been achieved, Boeing will use the above referenced indices to calculate the appropriate escalation factor based on actual index growth for the previous twelve (12) months using a composite of [*****] and [*****]. Then current Attachment 1 Pricing will be revised to include this escalation factor for deliveries in the following year.
4.2 RESERVED
4.3 Pricing of Requirements for Modification or Retrofit
4.3.1 Boeing Responsibility or Regulatory Requirement
Any Products required by Boeing to support a modification or retrofit program, which results from a regulatory requirement or which Boeing may be liable for the cost associated with such program, shall be provided to Boeing at the applicable price as set forth in SBP Attachment 1.
4.3.2 Reserved
4.4 Expedite of Production Requirements
Seller agrees to support Boeings short flow requirements with its best effort.
4.5 Pricing for Derivatives
Prices for Derivative(s) will be negotiated in good faith based on then-prevailing market conditions appropriate for each Product type. If the Parties are unable to reach agreement on Pricing then the Parties shall refer to GTA Section 33.0 Disputes for resolution.
4.6 POA Pricing
Seller shall expend best efforts to provide the earliest possible delivery of any spare designated as POA by Boeing. Such effort includes but is not limited to working twenty-four (24) hours a day, seven (7) days a week and use of premium transportation. Seller shall specify the delivery date of any such POA within two (2) hours of a POA request.
The price for POA requirements shall be the price for such Products fisted in SBP Attachment 1 or the pro rata share of the appropriate Attachment 1 price represented by the POA multiplied by a factor of [*****].
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
5.0 PAYMENT
5.1 Invoicing
5.1.1 Invoicing Requirements
Seller shall submit separate invoices for items other than Pay from Receipt items (as defined in Section 5.1.5) for each applicable Order.
Materials purchased by Seller from Boeing shall be satisfied by Boeing issuing a debit against Sellers account as follows:
In the case of Boeing Provided Details (as defined in Attachment 16), debits will be issued by Boeing as provided in Attachment 20, section titled Billing for BPD Parts not yet transferred from Boeing.
For all other materials, including materials purchased from Boeings Accommodation Sales group, debits will be issued by Boeing on the (net) fifteenth (15 th ) day from the scheduled delivery date. If the debit amount exceeds the amount outstanding on the Sellers account, Boeing will notify Seller and Seller will pay such amount upon receipt of such notification.
5.1.2 Invoicing Shipset Identification
Seller shall indicate on each invoice the line number of each Shipset included therein, as applicable.
5.1.3 Customs Invoicing
All specific questions and concerns on customs invoicing may be addressed to the Boeing Traffic Organization.
5.1.4 Mailing Instructions
All mailed invoices shall be addressed to:
Boeing Commercial Airplanes
P.O. Box 34656
Seattle, WA 98124-1656
Attention: Payment Services
5.1.5 Pay From Receipt
An invoice shall not be required from Seller in the case of Pay From Receipt items. Pay From Receipt items shall include Products (except Tooling), Production Articles, Purchase On Assembly items (POAs) and such other items as Boeing may designate in writing (collectively, the Pay From Receipt Items).
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Each shipment shall contain an accurate and complete pack slip. In the case of Pay From Receipt items, the date of payment is calculated from the shipment date (the date items are received by carrier from Seller) as stated on such pack slip. If the Sellers pack sip does not state the actual shipment date, the date of payment is calculated from the date the items are received by Boeing at its manufacturing site.
5.2 Recurring Payment
Unless otherwise provided under Written agreement between the Parties, payments shall be paid in immediately available funds net [*****] calendar days after the shipment date (the date items are received by the carrier from Seller). Except in the case of an Order requiring Pay-From Receipt, the date of payment is calculated from the later of (a) the date the items are delivered to Boeing at its manufacturing site, (b) the date of receipt of a correct and valid invoice or (c) the scheduled delivery date of such product. Payment shall be done electronically as mutually agreed. Boeing agrees to promptly notify the Seller if it receives an invoice Boeing believes to be incorrect.
All Payments are subject to adjustment for shortages, credits and rejections.
5.2.1 Non-Recurring Payment
Non Recurring Tooling payment shall be paid in immediately available funds net ten (10) calendar days after receipt by Boeing of both a correct and valid invoice and where required, a completed and approved certified tool list (CTL), (whichever is later).
Timing for non-recurring engineering, product development and test payments for Derivatives shall be tied to specific events as non-recurring effort progresses, which events shall not be limited to first shipset delivery and receipt by Boeing. Schedule of specific events to be mutually agreed upon for each engineering development effort (i.e. 25%, 50%, 90% engineering release).
Future Product Development Projects will be supported up to forty (40) hours (includes technical consultation and development of ROM work statement and schedules as required) before Seller is eligible for compensation under the Technical Services Agreement (TSA) or this SBP.
Attachment 4 contains the Engineering Delegation requirements for sustaining products that are part of this SBP and included in the part pricing in Attachment 1. All costs associated with Seller Engineering responsibility are included within Attachment 1 pricing for sustaining programs and will not be subject to additional payment from Boeing.
To maintain, repair, sustain, and replace Boeings Tooling and to provide certain capital property, plant, and equipment (excluding leasehold improvements and real property) required to support Sellers activities under this Agreement, Boeing
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
shall pay to Seller forty five million five hundred thousand dollars ($45,500,000) in 2007, an additional one hundred and sixteen million one hundred thousand dollars ($116,100,000) in 2008, and an additional one hundred and fifteen million four hundred thousand dollars ($115,400,000) in 2009 for such Tooling and property, plant, and equipment costs. Within each such year, the payments are to be made in equal quarterly installments within 15 days following each Invoice Date (as defined below) and shall not be affected by the amount of costs set forth in the written list of costs delivered to Boeing on such Invoice Date pursuant to the following paragraph.
By March 15, June 15, September 15, and December 15 (each an Invoice Date) of each of 2007, 2008, and 2009, Seller will deliver to Boeing a written list of any Tooling and capital property, plant, and equipment (excluding leasehold improvements and real property) acquired after the Effective Date and prior to catch Invoice Date (and not previously paid for by Boeing under this provision), and the costs thereof, the aggregate amount of which costs does not exceed the amount of the payment due within 15 days following such Invoice Date. Pursuant to the terms of Section 3.3.4.6, upon payment by Boeing, Boeing will acquire title to and ownership of the Tooling and property, plant and equipment described in such list free of liens, claims or rights of any third party.
In the event Boeing acquires title to and ownership of any property, plant and equipment from Seller pursuant to this Section 5.2.1, Seller shall continue to have the right to use such property, plant and equipment to the seine extent it had such right prior to such acquisition by Boeing, without paying any additional consideration to Boeing, and the Parties shall undertake in good faith to enter into any documentation necessary to evidence such right. In addition, to the extent movable, any such property, plant and equipment acquired by Boeing shall remain at Sellers facility subject to the terms of the Agreement, including Boeings rights under GTA sections 12.0 and 13.0 and SBP section 34.0, and Seller shall have the right to move any such movable property, plant and equipment in accordance with its use thereof and with the terms of the Agreement.
If Boeing acquires title to and ownership of any property, plant and equipment pursuant to this Section 5.2.1, then paragraphs (1) and (2) are also applicable.
(1) Seller shall bear the risk of loss and shall provide at no cost to Boeing on Boeings behalf as the owner thereof, control, accountability, care, storage, maintenance, and insurance for such property, plant and equipment to the same extent Seller generally provides such services with respect to property, plant and equipment owned by Seller, it being understood, however, that Boeing Bathe owner thereof bears the economic burden of any applicable depreciation and obsolescence for such property, plant and equipment;
(2) Seller shall not create or be responsible for the creation by others, any lien, claim or right of any person or entity other than the rights of
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Boeing, in respect of any property, plant and equipment to which Boeing acquires title to and ownership of pursuant to this Section 5.2.1.
To the extent Seller did not Incur Tooling or capital property, plant and equipment (excluding leasehold improvements and real property) costs prior to any Invoice Date which were not previously paid for by Boeing under this provision, in an amount equivalent to the amount paid by Boeing within 15 days following such Invoice Date, the excess amount shall be allocated to other assets not owned by Boeing, in a manner to be mutually determined by Buyer and Seller at that time. For the avoidance of doubt, Boeing will acquire title to and ownership of the other assets to which the excess amounts are allocated free of liens, claims or rights of any third party, provided that such excess amounts allocated are equal to the book value of such other assets.
5.3 Payment Method
All payments hereunder shall be made electronically to an account designated in writing by Seller.
5.4 Payment Errors
If an error in payment (over payment or under payment) is discovered by Boeing or Seller, a written notification will be submitted to the otter Party and resolution of the error will occur in a timely manner after discovery of such error.
6.0 CHANGES
Notwithstanding the provisions of GTA Section 10.1, at any time, Boeing may, by written direction to Seller, make changes within the general scope of this SBP in: (i) Statement of Work requirements and Documents, requirements for Product Definition, Drawings, designs, specifications, configurations, Datasets or any other Document (ii) Tooling (including, without limitation, the quantities thereof), services or Spare Parts to be provided by Seller under this SBP; (iii) the method of shipping or packing; (iv) the place of delivery, inspection, or acceptance for all Products (v) Program schedules, delivery rates and schedules for performance of services; including short flow requirements; (vi) Products, the Program Airplane and Derivative models and Customer variables; (vii) Boeing Furnished Material and any Boeing furnished or provided property; (viii) the allocation of responsibility as between Seller and Boeing for production of any component of any Product or the provision of any Service such that it does not significantly reduce the content of Sellers Statement of Work for any given major end item or major sub assembly; (ix) the allocation of responsibility among Seller and third parties such that it does not significantly reduce the content of Sellers Statement of Work for any given major end item or major sub assembly; (x) certification requirements; (xi) Miscellaneous Work requested to be performed not in then current Statement of Work (any of the foregoing a Change); (xii) description, time and place of Services to be performed. Seller shall immediately comply with such written direction upon receipt, irrespective of any failure by the Parties to
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
agree that such change shall be subject to Price adjustment in accordance with SBP Section 7.0 Change Provisions.
If Seller reasonably expects that any Document or any revision to any Document shall significantly affect Sellers performance of any work hereunder, Seller shall, without affecting its obligation to comply, in accordance with SBP Section 12.1 Supporting Documentation, with any such Document as revised, so notify Boeing in writing in accordance with the Administrative Agreement within twenty (20) days of Sellers receipt of such document or revision. If Seller provides notification as required by this Section, then any such revision or any written direction pursuant to the immediately preceding paragraph that constitutes or results in a Change shall be subject to Section 7.0.
If Seller considers that Boeings conduct constitutes a Change, Seller shall notify Boeings Procurement Representative promptly in writing as to the nature of such conduct and its effect upon Sellers performance. In the absence of such notification, Seller shall not be entitled to equitable adjustment.
SBP Sections 6.0 and 7.0 apply in lieu of GTA Section 10.0.
7.0 CHANGE PROVISIONS
Notwithstanding the provisions of GTA Section 10.0, Changes, no adjustment will be made to the Price of any Products for any Change orders as provided in GTA Section 10.0 or SBP Section 6.0, Changes issued through the period of performance of this SBP except as may be provided under SBP Sections 7.0 through 7.10.
SBP Sections 6.0 and 7.0 apply in lieu of GTA Section 10.0.
7.1 Price Adjustment for Changes
If any individual Change increases or decreases the cost or time required to perform this contract, Boeing and Seller shall negotiate in good faith an equitable adjustment in the price or schedule for recurring and non recurring work, or both, to reflect the Increase or decrease subject to the following provisions: (i) Seller shall be responsible for absorbing the cost of Seller generated changes to meet requirements and specifications of the Program Statement of Work (PSOW) as described in this SBP and as existing prior to the Change; and (ii) Seller shall be responsible for absorbing the cost of changes required to correct Sellers deficiencies related to any delegated engineering part (statement of work) of Seller.
7.2 Change Pricing Criteria
The following Change pricing thresholds will apply to all Changes:
Recurring Price :
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
An equitable adjustment (either debit or credit) shall be negotiated and incorporated into the applicable Attachment 1 recurring part Price if both of the following conditions are met:
a. For Engineering Changes, the recurring price impact to the Attachment 1 part Price for each individual Change exceeds [*****] of the then current Price for that part or for Statement of Work allocation Changes, the recurring price impact to the Attachment 1 part Price for each individual Change exceeds [*****] of the then current Price for that part (see note 1 below), and
b. The recurring price impact for each individual Change exceeds [*****] per year based on then current requirements forecasted for the following calendar year.
Note 1: For Statement of Work allocation changes only there is an annual cumulative cap of [*****]. The annual cumulative cap will begin January 1 st of each year and end December 31 st of each year. This cap will re-set to zero at the beginning of each year and only new Statement of Work allocation changes falling below the [*****] threshold will be applied against this cap. The value attributable to each change will be as negotiated by the Parties and Seller agrees to provide information to Boeing for these Change proposals consistent with the terms of this SBP for any and all assertions believed to contribute towards the [*****] cap.
Non-Recurring
An equitable adjustment will be made by Boeing to Seller for non-recurring if both of the following conditions are met:
a. The non-recurring price impact for each individual Change exceeds [*****], and
b. The non-recurring change is associated with a new statement of work (not for current configuration of parts defined in Attachment 1 as of June 16, 2005.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
7.3 Reserved
7.4 Reserved
7.5 Schedule Acceleration/Deceleration
Boeing may revise the delivery schedule and/or firing order without additional cost or change to the unit price stated In the applicable Order if (a) the delivery date of the Product under such Order is on or before the last date of contract if applicable, and (b) Boeing provides Seller with written notice of such changes, provided however that Seller shall be entitled to payment for schedule accelerations made with less than the notification lead times for acceleration and deceleration identified in SBP Attachment 6. In case of shorter notification for acceleration, Product price for those Products shipped inside the notification period (less than [*****] notification) shall be equitably adjusted as agreed by the Parties. In case of shorter notification for deceleration, Product price will be adjusted by [*****] for those Products shipped Inside the notification period (less than [*****] notification). Except as provided in this clause Schedule Acceleration/Deceleration, there shall be no other prize adjustment for schedule rate or firing order changes. The resulting payment amount shall be paid in accordance with SBP Section 5.0. Boeing shall notify Seller of accelerations, decelerations and refirings as soon as reasonably practical. Boeing and Seller further agree to work in good faith to decrease all lead times identified in SBP Attachment 6 in support of then current Boeing lead time objectives for each Airplane Program. Joint reviews of the program lead times will take place at least annually during the contract period to identify opportunities for reduction. Where the Parties mutually agree to reduce the lead times, SBP Attachment 6 will be updated and such update will not be considered a Change under SBP 6.0.
7.5.1 Production Rates
This SBP contains no minimum production rates. The maximum production rates are as defined in Attachment 15 Maximum Production Rates and Model Mix Constraint Matrix. Seller is responsible to support these rates at no additional cost to Boeing. Higher rates are subject to negotiation.
7.6 Total Cost Management
Any cost reductions resulting from incorporation of joint Boeing and Seller cost reduction initiatives (TCMS) will result in a reduction in the Attachment 1 Prices in a mutually agreed manner that equitably preserves, or enhances if market conditions allow, the anticipated economics for both Boeing and Seller. The immediately preceding sentence does not apply to material initiatives referred to in Attachment 20.F.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Boeing and Seller confirm their intention for the Program Airplane to remain price and performance (Including weight) competitive throughout the life of the Program by incorporating into the Program Airplane advances in design, configuration, materials, or manufacturing processes that will benefit the Parties and Boeings customers.
If Boeing reasonably demonstrates, after consultation with Seller, that a proposed cost reduction initiative that would materially increase the competiveness of the Program Airplane in the market place can be accomplished in a manner that would preserve the anticipated economics of the Program for both Boeing and Seller, Seller shall incorporate the subject cost reduction initiative in a timely manner after reasonable notice from Boeing and reduce the price in a mutually agreed manner that equitably preserves the anticipated economics of the Program for both Boeing and Seller.
7.6.1 Boeing Generated Technical and Cost Improvement
At any time during the Sellers performance under this SBP, Boeing may offer specific recommendations to Seller for the incorporation of any new technologies and process improvements intended to reduce Sellers costs or improve product performance. These recommendations may include, but are not limited to, Boeing proprietary information and Boeing owned patents. Notwithstanding any other provision(s) elsewhere in this SBP, where a savings is achieved and documented as a result of the implementation of a recommendation initiated by Boeing and which Seller agrees to implement, the Parties will reduce the Price in a mutually agreed manner.
7.7 Obsolescence
No adjustment pursuant to Section 7.1 shall include any of Sellers costs for Obsolescence. Notwithstanding the foregoing Seller shall be entitled to payment for any Obsolescence estimated to exceed the lesser of (i) ten thousand ($10,000) dollars and (ii) ten percent (10%) of the recurring Attachment 1 Price in accordance with GTA Section 12.3. Each Change shall, for purposes of determining Obsolescence costs, be considered separately. Changes, for purposes of determining Obsolescence costs, may not be combined for purposes of exceeding the percentage limit as described in this SBP Section 7.7. Seller may not defer implementation of Changes so as to avoid Obsolescence unless the priority of such Change permits such implementation.
7.8 Reserved
7.9 Proposals for Price Adjustment
Timeframe :
Changes Prior to 100% Engineering Release No later than sixty (60) calendar clays after 100% Engineering Release, Seller shall submit to Boeing a listing of
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
all Changes which were received by Seller prior to 100% Engineering Release together with Sellers proposal for appropriate price adjustment.
Changes Subsequent to 100% Engineering Release Seller must assert any claim to Boeing procurement Representative in writing within twenty-five (25) days and a not-to-exceed proposal to Boeing procurement Representative within sixty (60) calendar days after receipt of such direction. A fully supported proposal must be submitted within ninety (90) calendar days after receipt of such direction.
If Boeing does not receive any proposal within the ninety (90) day time period, no such adjustment shall be made to Nonrecurring and Recurring Shipset Prices.
Content :
Seller shall provide a detailed description of each Change, the technical impact on the Products form, form, fit, and/or function, and any significant impact on manufacturing processes. Seller shall include with each proposal a complete estimate of the Changes impact on the Sellers cost per Product, including, but not limited to, the impact on labor hours, labor rates, processing costs, sub-tier supplier costs, overhead and raw material costs. Boeing must be able to substantiate and verify Sellers submittal. Any such price adjustment claim by Seller must be consistent with market driven prices for such Product.
Process :
The rates, factors and methodology set forth in SBP Attachment 5, shall be used to calculate the equitable adjustment, if any, to be paid by Boeing for each individual change for which Seller estimates a value that is less than [*****].
For each Change for which Seller estimates a value that is greater than [*****], the proposal shall contain the above mentioned Content and stand on its own merits.
Review of Price Adjustment Proposal
Boeing will review the Sellers provided submittal and Boeing may request from Seller additional reasonable data to allow Boeing to thoroughly review each submittal. Seller will provide Boeing additional data within thirty (30) days of Boeings request for such additional data. Boeing will review any additional data submitted and inform Seller of any further requirements. Seller may request and Boeing will provide reasonable data to assist in the price adjustment process within thirty (30) days of Seller request. Until such time that new Pricing is negotiated, Seller will continue to be paid at the existing Attachment 1 Price.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
7.10 Apportionment and Payment of Price Adjustments
7.10.1 Recurring Work Price Adjustment
The amount of the Recurring Price adjustment shall be equal to the value of the Change subject to SBP Sections 6 and 7 and shall be documented in SBP Attachment 1.
7.10.2 Apportionment and Payment
The then-current recurring billing Price shall be adjusted to reflect the Change beginning with the first Shipset, which incorporates such Change.
8.0 GOVERNING QUALITY ASSURANCE REQUIREMENTS
In addition to those general quality assurance requirements set forth in the GTA, the work performed under this SBP shall be in accordance with the requirements set forth in SBP Attachment 10.
9.0 STATUS REPORTS/REVIEWS
9.1 Notification of Shipment
Seller shall notify the Boeing personnel identified in the Administrative Agreement, as identified in SBP Section 17.0, by telephone, facsimile or other agreed means when any shipment has been made. Such notification will include (i) a list of the items and quantities of items shipped, (ii) the Shipset number with respect to any item shipped, (iii) the number and weight of containers shipped, (iv) the shipper or packing sheet number with respect to such shipment, and (v) the date of such shipment. Seller shall airmail, facsimile or send by other agreed means copies of shipping manifests for Common-Use Tools to Boeing. Such manifests shall identify Common-Use Tool codes and part numbers, unit numbers of Common-Use Tools and the airplane effectivity of the Production Article contained in such Common-Use Tools.
Seller shall notify Boeing as soon as possible via fax, telecom, or as otherwise agreed to by the Parties of each POA requirement shipment. Such notification shall include time and date shipped, quantity shipped, Order, pack slip, method of transportation and air bill if applicable. Seller shall also notify Boeing immediately upon the discovery of any delays in shipment of any requirement and identify the earliest revised shipment possible.
9.2 General Reports Reviews
When requested by Boeing, Seller shall update and submit, as a minimum, monthly status reports or data requested by Boeing using a method mutually
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
agreed upon by Boeing and Seller. Boeing has the right to impose more frequent reporting on Seller to achieve program objectives, if necessary.
When requested by Boeing, Seller shall provide to Boeing a Product Definition and manufacturing milestone chart identifying the major engineering, purchasing, planning, Tooling and manufacturing operations for the applicable Product(s).
Program reviews will be held at Sellers facility or Boeings facilities as requested by Boeing. The topics of these reviews may include Product Definition status, raw material and component part status, manufacturing status, production status, Sellers current and future capacity assessments, Boeing supplied components, inventory, Boeings requirements, Changes, forecasts and other issues pertinent to Sellers performance under this SBP. Reviews will allow format presentations and discussion of status reports as set forth above.
Formal management reviews shall be held periodically by Boeing and Seller to evaluate total cost performance. During these reviews, Seller shall present and provide actual cost performance data with respect to this SBP. Boeing and Seller will also use these reviews to discuss production forecast information useful for Sellers planning purposes.
All information normally provided under Section 8.0 of the Administrative Agreement, as identified in SBP Section 17.0, shall be provided by Seller.
9.3 Cost Performance Visibility
Management reviews will be held by Boeing and Seller that will include total cost performance and schedule performance. These reviews will be held on a regularly scheduled basis.
9.4 Problem Reports
In the event of any anticipated or actual delay, including but not limited to delays attributed to labor disputes, that could impact Sellers ability to deliver Product Definition or Products on time and otherwise in conformance with the terms of the Order, Seller shall promptly provide a detailed report, notifying Boeing Procurement Representative of program problems/issues. The report shall contain a detailed description of the problem, impact on the program or affected tasks, and corrective/remedial action, with a recovery schedule. Seller also promptly shall require each of its subcontractors supporting the Order to provide such notification to Seller concerning any such problems/issues of any subcontracted good or service to Seller. Submittal of a report in no way relieves Seller of any obligations under the Order nor does it constitute a waiver of any rights and remedies Boeing may have with respect to any default, except as provided under GTA Section 14.0.
Problem reports shall be promptly submitted to the Boeing Procurement Representative within twenty-four (24) hours of a problem becoming known to Seller. Status reports shall include, but are not limited to, the following topics:
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
A. Product Definition maturity, schedule and performance updates;
B. Delivery schedule updates, written recovery schedules, schedule impact issues and corrective action;
C. Technical/manufacturing progress since the previous report period including significant accomplishments, breakthroughs, problems and solutions;
D. Identification of changes to key manpower or staffing levels;
E. Identification of the critical events/activities expected within the next month and a discussion of potential risk factors;
F. Progress on open action items, including closure dates;
G. Purchased components and raw material status;
H. Identification of quality issues and resolutions;
I. Manufacturing and quality inspection progress of first article Products;
J. Status on New Tooling design and fabrication, as applicable, until completion;
K. Inventory status of castings and forgings procured by Seller (if applicable).
This SBP Section 9.4 applies in lieu of the 2 nd sentence of GTA Section 4.1.
9.5 Notice of Delay - Premium Effort
Where Seller has notified Boeing of a Program problem pursuant to SBP Section 9.4, Boeing may, at its sole discretion, direct Seller to use additional effort, including premium effort, and shall ship via air or other expedited routing in order to avoid or minimize delay to the maximum extent possible. In the absence of delays caused by Boeing or its designees that have an impact on Sellers delivery schedule, all additional costs resulting from such premium effort and/or premium transportation shall be paid by Seller. Additional costs include, but are not limited to, all costs and expenses incurred by Boeing as a result of production line disruption attributable to Sellers delayed delivery. These requirements will not apply to Seller during the course of an Excusable Delay, as defined in GTA Section 14.0; however, at the conclusion of the Excusable Delay Seller will be responsible for all provisions of this Section 9.5. Boeings rights under this SBP Section 9.5 are not exclusive, and any other rights provided in this contract, in law or equity, are reserved.
The SBP Section 9.5 applies in lieu of the 3 rd sentence of GTA Section 4.1.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
9.6 Diversity Reporting Format
Seller shall use reasonable efforts to report to Boeing on a quarterly basis, starting from the date of this SBP award, all payments to small businesses, small disadvantaged business/minority business enterprises, women-owned small business and historically black colleges and universities and minority institutions in dollars and as a percentage of the contract price paid to Seller to date, proving the information shown on the Second Tier Report located in SBP Attachment 11.
9.7 Planning Schedule
From time to time and at least quarterly, Boeing well provide information to facilitate Seller production forecasting. Any such planning schedule, forecast, or quantity estimate provided by Boeing shall be used solely for informational purposes and shall not be binding on either party.
10.0 BOEING ASSISTANCE
10.1 Boeing Technical / Manufacturing Assistance Regarding Sellers Nonperformance
Seller shall reimburse Boeing for all reasonable Boeing costs expended in providing Seller and/or Sellers subcontractors technical or manufacturing assistance in resolving Seller nonperformance issues. Such reimbursement may be offset against any pending Seller invoice, regardless of Boeing model or program; provided, that Boeing shall not be entitled to set off any such obligation, sum or amount against any invoices for payments, in the totality of $277 million, pursuant to Section 5.2.1 of this SBP. Boeings rights under this clause are in addition to those available to Boeing for Sellers nonperformance issues, including those where a demand for an Assurance of Performance may be made under GTA Section 17.0.
10.2 Other Boeing Assistance
In the event either Party believes that Seller requires Boeing technical (including engineering), manufacturing or training assistance for any activity within Sellers area of responsibility under this SBP, Seller and Boeing shall negotiate the scope and price for such Boeing assistance.
11.0 REPAIR AUTHORIZATION
11.1 Boeing-Performed Work
In the event that any Product is rejected by Boeing pursuant to GTA Section 8.3, Seller hereby grants to Boeing the right, without prior authorization from Seller, to repair or rework such Product, or to have such Product repaired or reworked by a
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
third party. Such repair or rework by Boeing or such third party shall be deemed not to be inconsistent with Sellers Ownership of such Product.
All reasonable costs and expenses of Boeing relating to such repair or rework shall be paid by Seller. Such costs and expenses shall be an amount equal to Boeings reasonable estimated rework hours multiplied by Boeings then-current rate for labor and materials or the amount charged Boeing by any third party for performing such repair or rework. Disruption costs and expenses shall be an amount equal to the portion of resultant planned installation time allocated for reasonable out-of-sequence work multiplied by Boeings then-current rate for labor. These provisions shall also apply to incomplete work shipped to Boeing for completion (traveled work).
11.2 Reimbursement for Repairs
Pursuant to this SBP Section 11.2, Boeing will either: 1) advise Seller quarterly, commencing on June 16, 2005, of costs and expenses incurred in the previous quarter for repair of Products; or 2) notify Seller, through Boeings automated systems, of costs and expenses incurred for each individual repair. Seller shall notify Boeing within sixty (60) days after receipt of such advice of any significant errors detected by Seller in Boeings estimate of costs and expenses. Boeing and Seller shall promptly resolve such errors. Sellers failure to so notify Boeing shall be deemed to be an acceptance of Boeings estimate of costs and expenses. The same process shall apply where Seller is repairing products for Boeing. Boeing shall be entitled to either (a) set off the amount of such costs and expenses against any amounts payable to Seller hereunder or (b) invoice Seller for the amount of such costs and expenses, and Seller shall pay the invoiced amount promptly upon receipt of a valid and correct invoice.
12.0 OTHER REQUIREMENTS
12.1 SUPPORTING DOCUMENTATION
12.1.1 Supporting Documentation and Priority
All Documents (as hereinafter defined) are by this reference incorporated herein and made a part of this SBP. For purposes of this SBP, Document means all specifications, Drawings, Datasets, documents, publications and other similar materials, whether in a tangible or intangible form, as the same shall be revised from time to time, which relate to the design, manufacture, test, certification, delivery, support and sale of Products or the provision of services to Boeing pursuant to this SBP, including, but not limited to, the documents listed below, and any other documents specifically referred to in this SBP or in such other documents, but shall not include any SBP (including the attachments hereto or thereto), the GTA, the AA, the EPA, or any Order. Reference in any Document to Contractor or Seller or Supplier shall mean Seller for the purposes of this SBP. In the event of any inconsistency between the terms and conditions of this
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
SBP (not including any Documents) and the terms and conditions of any Document, the terms and conditions of the SBP shall control. In the event any provisions of any Document or Documents conflict among themselves, Boeing will, on its own initiative or at the request of Seller, resolve such conflict (subject to the other provisions of this SBP and the GTA), revise such Document or Documents accordingly, and so notify Seller. In resolving any such conflicts, this SBP shall be read as a whole and in a manner most likely to accomplish its purposes.
12.1.2 Revision of Documents
Subject to the terms of this SBP Section 12.1, Boeing may at any time revise any Document prepared by Boeing and Boeing shall provide Seller with revisions to Documents prepared by Boeing. No such revision shall be effective with respect to Seller unless and until such revision is available to Seller.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
12.1.3 Compliance
Seller shall promptly comply with the provisions of all Documents referenced in this SBP, the GTA and any Order, including any revisions Boeing may make thereto provided that no such revision shall be effective with respect to Seller unless and unit such revision is available to Seller.
List of Certain Documents:
Item |
|
No. |
|
Title |
A. |
|
D1-4426 |
|
Boeing Approved Process Sources |
B. |
|
D6-82479 |
|
Boeing Quality Management System Requirements for Suppliers |
C. |
|
D37200 |
|
Skin Quality Acceptance Standards for Clad Aluminum Raw Material |
D. |
|
D6-9002 |
|
Appearance Control of Clad Aluminum Exterior Skins |
E. |
|
D953W001 |
|
General Operations Requirements Document For Suppliers External/Internal Suppliers/Program Partners |
F. |
|
D962W101 |
|
Supplier Change Management Major Structures Program Partners |
G. |
|
D33200-1 |
|
Boeing Suppliers Tooling Document |
H. |
|
D6-17781 |
|
Material and Performance Evaluation of Designated Parts |
I. |
|
D6-1276 |
|
Control of materials and processes for designated parts and components of Boeing products |
J. |
|
D6T10898-1 |
|
Weight Compliance Requirement/Participant Contractors |
K. |
|
ATA 300 |
|
Specification for Packaging of Airline Supplies |
L |
|
D37520-1, -1A, -1B |
|
Suppliers Part Protection Guides |
M. |
|
D6-51991 |
|
Quality Assurance Standard Reflecting Digital Product Definition for Boeing Suppliers Using CAD/CAM |
N. |
|
D6-81628 |
|
Shipping Label, Barcoded Preparation and Placement |
O. |
|
D6-83315 |
|
Product Support and Assurance Document (PSAD) |
P. |
|
D6-56199 |
|
Hardware and software compatibility requirements for suppliers use of BCAG CATIA native datasets as sole authority for design, manufacturing and inspection |
Q. |
|
D6-83267-201 |
|
BCA Engineering System and Process Transition and Cutover Plan to Support the Divestiture of the Wichita/Tulsa Division |
12.2 RESERVED
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
12.3 ACCOUNTABILITY FOR TOOLING
Seller shall control and account for all Tooling in accordance with the provisions of Boeing Document D33200, Boeing Suppliers Tooling Document or, subject to Boeing review and approval (not to be unreasonably withheld or delayed), its equivalent or replacement. This requirement shall apply to Boeing-Use Tooling until delivery thereof to Boeing and to Contractor-Use Tooling and Common-Use Tooling at all times prior to the removal thereof by Boeing or delivery to Boeing or Boeings designee pursuant to GTA Section 12.0, GTA Section 13.0 or SBP Section 33.0. All Existing Tooling shall remain identified with its identification tag containing the Boeing Lifetime Serial Number of such Tooling. Seller shall identify all New Tooling and any reworked or re-identified Tooling with an identification tag containing the Boeing Lifetime Serial Number of each such Tool. Boeing Lifetime Serial Numbers may be provided to Seller by Boeing.
12.4 CERTIFIED TOOL LISTS
Seller shall prepare a list or lists (Certified Tool List) in accordance with the D33200, Boeing Suppliers Tooling Document or, subject to Boeing review and approval (not to be unreasonably withheld or delayed), its equivalent or replacement, and such other information as Boeing shall request. Seller shall prepare a separate Certified Tool List for (i) Contractor-Use Tools, (ii) Common-Use Tools, (iii) Casting/Extrusion Tools, (iv) each county in Kansas in which any such Tool is located, (v) each state in which any such Tool is located and (vi) each state In which any such Tool is first utilized. Seller shall promptly submit each initial Certified Tool List to Boeing. Seller shall subsequently submit from time to time as specified by Boeing new Certified Tool Lists to supplement the information contained in the initial Certified Tool Lists.
12.5 BOEING FURNISHED TOOLING
With respect to Existing Tooling and New Tooling, and in the event Boeing furnishes Tooling to Seller, Seller shall conform to the standards and requirements of Document D33200-1. Boeing shall notify Seller of any action required for discrepant Tooling.
12.6 PACKAGING AND SHIPPING
In lieu of the provisions of GTA Section 7.0, the following SBP Sections shall address ail packaging and shipping matters.
12.6.1 Packaging
The prices shown in SBP Attachment 1 include all packaging costs. Seller shall package Product in accordance with the applicable requirements set forth in the Order.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
12.6.2 Product Packaging
Except as expressly provided otherwise herein, all Products shall be prepared (cleaned, preserved, etc.) and packed for shipment in a manner reasonably acceptable to Boeing pursuant to Document D37520-1, -1A, and -1B, Suppliers Part Protection Guide, to (i) comply with carrier regulations and (ii) prevent damage or deterioration during handling, shipment and outdoor storage at destination for up to ninety (90) days. Packaging design shall be suitable for, and consistent with, the requirements and limitations of the transportation mode specified by Boeing. Boeing specifically reserves the right, at Boeings discretion; to direct air shipment or other expedited shipping methods from the delivery point specified in SBP Section 3.2.1 and Seller shall maintain a capability (where reasonably practicable) for meeting this requirement. Seller shall submit two (2) copies of its proposed preparation procedure and packaging design to Boeing for approval (not to be unreasonably withheld or delayed) prior to the first Product delivery, and shall prepare and package each Product in accordance with the procedure and design approved by Boeing. Notwithstanding any Boeing approval of Sellers packaging design, Seller shall be solely liable for the manufacture of each packaging. Any package (or unitized group of packages) weighing in excess of forty (40) pounds or otherwise not suited to manual handling shall be provided with skids to permit use of mechanical handling equipment.
Product packaging shall be in accordance with document D6-81628, Shipping Label, Barcoded Preparation and Placement, which is incorporated herein by reference.
12.6.3 Disposable Shipping Fixtures
Seller shall design, manufacture or procure, and test disposable shipping fixtures, as requested by Boeing, to support Orders. The requirements for such items will be defined and identified by Boeing. The design of any disposable shipping fixture shall be approved by Boeing (not to be unreasonably withheld or delayed) and conform to the standards and requirements of the applicable documents referred to in SBP Section 2.3.
12.6.4 Packing Sheet and Test Reports
The No. 1 shipping container in each shipment shall contain one (1) copy In English of (i) a packing sheet listing the contents of the entire shipment in accordance with Boeings written instructions and (ii) any test reports required by the specifications applicable to the Products being shipped.
For Non-United States shipments, prior to exportation of any Product, one (1) copy of the required customs invoice shall be enclosed in a waterproof envelope or wrapper, dearly marked Customs Invoice, securely attached to the outside of the No. 1 shipping container of each shipment. Each customs invoice shall contain all of the Information specified in SBP Section 27.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
12.6.5 Additional Copies
Additional copies of packing sheets, test reports shall be furnished to Boeing in accordance with Boeings written instructions.
12.6.6 Price Inclusive
Unless otherwise specified in this SBP, the Prices for Products stated in this SBP include the cost with respect to such Products of preparation, packaging, crating, shipping fixtures and containers, container marking, furnishing of packing sheets and test reports, in accordance with this SBP.
12.7 CYCLE TIME REQUIREMENTS
Boeing and Seller acknowledge that Boeing is committed to reduce Cycle Time. Seller agrees to support Boeing in its commitment and to work with Boeing to develop mutually acceptable actions to support Cycle Time requirements as specified by Boeing to support the Program Airplane. Upon Boeings request, Seller shall submit to Boeing a written plan describing how Seller would comply with the Cycle Time schedules, as specified by Boeing.
12.8 COMPATIBILITY WITH ENGINEERING BUSINESS AND PRODUCTION SYSTEMS
Seller shall implement and maintain systems as required to ensure: (i) compatibility with Boeing systems; and (ii) Sellers performance under this SBP, including, but not limited to, business, manufacturing and engineering systems.
12.9 ELECTRONIC ACCESS AND EXCHANGE OF DIGITAL PRODUCT DEFINITION
12.9.1 Exchange of Digital Product Definition between Boeing and Seller
Sellers approval to receive and use computerized data shall be in accordance with documents D6-51991 Quality Assurance Standards Reflecting Digital Product Definition for Boeing Suppliers using CAD/CAM, D6-56199 Hardware and Software Compatibility Requirements for Suppliers Use of BCAG CATIA Native Datasets as Authority for Design, Manufacturing and Inspection, and D6-81491, Authority and Usage of CATIA Native, CATIA IGES and PDM STEP Datasets.
12.9.2 Systems/Software Compatibility between Boeing and Seller
After Seller is qualified to use the data exchange methods in accordance with Boeing Document D6-51991, Quality Assurance Standards Reflecting Digital Product Definition for Boeing Suppliers Using CAD/CAM, Seller shall maintain compatibility with Boeings systems in accordance with D6-55199 Hardware and Software Compatibility Requirements for Suppliers Use of BCAG CATIA Native
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Datasets as authority for Design, Manufacturing and Inspection. Boeing shall provide timely notification to Contractor of revisions to Boeings systems.
12.9.3 Electronic Access, Communications and Data Exchange via Telecommunications
Any electronic communications and data exchange via telecommunications between the Parties shall be pursuant to an electronic access agreement executed concurrently with this SBP. Provided, that any amendments to the SBP, GTA, AA or EAA shall be communicated in writing and not solely by electronic communication.
Any electronic access to Boeing by Seller or Seller by Boeing shall be pursuant to an electronic access or similar agreement.
12.10 PROGRAM MANAGER
Seller will assign a full-time program manager whose exclusive responsibility will be to oversee and manage Sellers performance hereunder. The assignment of such program manager will be subject to Boeings prior approval of such persons resume, such approval not to be unreasonably withheld or delayed.
12.11 SUBCONTRACTING
During the term of this SBP, Seller agrees to work with Boeing to identify and implement opportunities to introduce into its sub-contract base substantial changes in manufacturing procedures, manufacturing technology, process specifications, and alternate sourcing to lower cost subcontractors. Seller and Boeing shall periodically review the implementation of these opportunities and evaluate the sharing of cost savings in accordance with SBP Section 7.6.
In addition to the provisions of GTA Section 28.1, for subcontracts in excess of [*****] in value, subcontracting activities are subject to Boeing review and approval. Boeing approval is not to be unreasonably withheld or delayed.
This SBP Section 12.11 shall apply in lieu of the first sentence of the 2 nd paragraph of GTA Section 28.0.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
12.11.1 Subcontractors and Suppliers
Notwithstanding anything to the contrary set forth in this SBP or the GTA, Seller shall not be in breach of this Agreement with respect to breaches solely attributable to subcontractors or suppliers and where (i) such breach relates to an obligation of Seller with respect to a subcontractor or supplier party to an agreement originally between Boeing and such subcontractor or supplier (an Assigned Agreement), (ii) such breach is solely attributable to an Assigned Agreement that prohibits or does not allow, Seller to require such supplier or subcontractor to comply with such obligation and (iii) Seller has used commercially reasonable efforts to persuade such subcontractor or supplier to comply with such obligation. Provided, however, that (i) Seller will promptly notify Boeing whenever its management becomes aware that an Assigned Agreement prohibits or does not allow Seller to require a supplier or subcontractor to comply with such an obligation; (ii) Seller will use commercially reasonable efforts to obtain the agreement of such supplier or subcontractor to comply with the obligations of Seller to Boeing with respect to subcontractors or suppliers, or both, including reasonable payments therefor. Provided, that this clause shall not apply (i) with respect to obligations that are mandated by law or regulation or safety of flight considerations, and (ii) after two (2) years from the date of this SBP.
12.12 INTERNATIONAL COOPERATION
12.12.1 Market Access and Sales Support
Seller agrees to work with Boeing to develop a lean global supply stream through application of shared strategies and tactics which support market access, and international business strategy. Boeing and Seller agree to work together to identify countries where Seller may subcontract and manage associated supply chain in support of Boeings market access and international business strategy. With respect to work covered by this SBP, and if directed by Boeing, Seller shall use commercially reasonable efforts to procure from subcontractors and manage associated supply chain, in countries selected by Boeing, goods and services having a value of not more than twenty-five-percent (25%) of the total Shipset Price of all undelivered Shipsets as of the date of such notice. Such direction shall be at Boeings sole option and may occur at any time during the performance of this SBP; provided that Seller shall not be required to breach any then existing subcontract. Seller may satisfy such requirement through purchases either related or not related to this SBP. Seller shall document on SBP Attachment 12 all offers to contract and executed contracts with such subcontractors including the dollars contracted. Seller shall provide Boeing with an updated copy of SBP Attachment 12 for the six-month periods ending June 30 and December 31 of each year. If Seller is directed by Boeing to subcontract any part of its Work Packages and Seller anticipates an increase to the Price of the Order as a result of such direction, Seller shall notify Boeing in writing within thirty (30) days of such direction. If there is a cost or schedule
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
impact, Boeing shall respond within thirty (30) days on whether Seller is to proceed. In such cases if Boeing directs Seller to proceed and there is a resulting increase to the Price of the Order, then the Parties will mutually agree to an equitable adjustment in Price.
12.12.2 Offset Assistance
Sellers shall use commercially reasonable efforts to cooperate with Boeing in the fulfillment of any non-United States offset program obligation that Boeing may have accepted as a condition of the sale of a Boeing product. In the event that Seller is either directed by Boeing pursuant to Section 12.12.1, or on its own solicits bids and/or proposals for, or procures or offers to procure any goods or services relating to the work covered by this SBP from any source outside of the United States, Boeing shall be entitled, to the exclusion of all others, to all industrial benefits and other offset credits which may result from such solicitations, procurements or offers to procure. Seller shall take any commercially reasonable actions that may be required on its part to assure that Boeing receives such credits. Seller shall document on SBP Attachment 12 all offers to contract and executed contracts with such subcontractors including the dollars contracted. Seller shall provide to Boeing an updated copy of SBP Attachment 12 for the six-month periods ending June 30 and December 31 of each year. The reports shall be submitted on the next 1 st of August and the 1 st of February respectively. If Seller is directed by Boeing to subcontract any part of its Pooduct(s) to a country in which Boeing has an offset obligation, and Seller anticipates an increase to the Price of the Product(s) as a result of such direction, Seller shall notify Boeing in writing within thirty (30) days of such direction. If there is a cost or schedule impact, Boeing shall respond within thirty (30) days on whether Seller is to proceed. In such cases if Boeing directs Seller to proceed and there is a resulting increase to the Price of the Product(s), then the Parties will mutually agree to an equitable adjustment in Price. Attachment 12, Section 2 lists obligations in place at contract signing.
This SBP Section 12.12.2 applies in lieu of GTA Section 36.0.
12.13 SUPPLY CHAIN INTEGRATION
12.13.1 Supplier Banked Material (SBM) or Boeing Provided Details (BPD)
Material, including but not limited to raw material, standards, detail components and assemblies, furnished to Seller by Boeing (Boeing Furnished Material) shall be administered in accordance with a Bonded Stores Agreement.
Boeing Provided Details (including raw material, standards, detail components and assemblies) to Sellers statement of work are listed in Attachment 16 with their associated purchase price and will be updated by Boeing periodically to reflect Boeing current Price.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Seller shall provide Boeing with required on-dock dates for all such material and BPD. Sellers notice shall provide Boeing with sufficient time to acquire the material. If any parts will be supplied by Boeing then they will be identified in Attachment 16.
12.13.1.1 ATA Stringers
Pricing for ATA Stringer parts as noted in Attachment 16 are [*****] priced from [*****] through [*****]. If airplane rates decrease to lower than [*****] APM for the combined 737 and 767 Programs deliveries, ATA Stringer prices will increase up to [*****] defined by Boeing.
If airplane rates decrease to lower than [*****] APM for the combined 737 and 767 Programs deliveries, ATA Stringer prices will increase by up to an additional [*****] as defined by Boeing, for a total increase up to [*****] to the negotiated [*****] price. Boeing and Spirit will mutually agree on the effective date of the price increase.
The parties mutually agree that equitable compensation may be recovered for [*****].
Boeing is responsible for all [*****] costs associated with Boeing Airplane Program changes including derivatives and Boeing initiated production changes that lead to new [*****].
Spirit is responsible for all Non-recurring and Recurring costs associated with Spirit dictated changes, including part numbers or configurations generated to support Spirit unique requirements, those not dictated by Boeing, e.g., modification work, rejections or any SP (special part). One time non-recurring lot charge of [*****] will apply to each Spirit SP. Non-recurring tooling costs associated with SP will be included in the SP recurring price.
Boeing is not liable for costs incurred by Spirit as a result of Boeing MRB actions related to BPD ATA Stringers or Spirit rejections of Boeing produced BPD ATA Stringers.
12.13.2 Boeing Raw Material Strategy
During the term of this SBP, Seller shall procure from Boeing (or its designated service provider who will act on behalf of Boeing) all raw material of the commodity type specified on the SBP Attachment entitled Commodity Listing and Terms of Sale (SBP Attachment 21) necessary to support any Order issued pursuant to this SBP. From time to time, Boeing may amend the SBP Attachment entitled Commodity Listing and Terms of Sale by adding or deleting commodity types. Any such amendment, or revisions to the raw material pricing, shall be subject to adjustment under SBP Section 7.0, provided that Seller shall take no action to terminate its existing supply agreements when such termination
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
would result in an assertion for an adjustment until the Seller has received approval from Boeing. The provision of any raw material by Boeing to Seller shall be according to Boeings standard terms of sale, the text of which is included in the SBP Attachment entitled Commodity Listing and Terms of Sale. Boeing shall advise Seller of any designated service provider to be used at the time the Order is issued. Upon request by Boeing, Seller must provide to Boeing documentation (e.g., packing slips, invoices) showing Sellers full compliance with the obligations under this SBP Section. If requested by Boeing or its designated service provider, Seller will provide an annual forecast of demand for the applicable commodity. If Seller reasonably believes that Boeing or its designated service provider cannot support Seller requirements to fulfill an Order issued pursuant to this SBP, then Seller shall have the right to procure raw materials from other sources and shall notify Boeing prior to such procurement. The provisions of this Section 12.13.2 will only apply to that portion of Seller contracts that support Boeing Statement of Work.
12.13.3 Third Party Pricing
Boeing may at any time identify products within Sellers Products, for which Boeing has established a contract that Seller may purchase directly from Boeings subcontractor under the terms of Boeings subcontract (Third Party Price Contact). Pricing for products under a Third Party Price Contract is only available for products listed in this SBP. Seller is free to negotiate and enter into contracts at lower prices or on better terms, with this subcontractor or another company. Seller to notify Boeing of any cost reductions resulting from use of Third Party Price Contracts. Seller shall apply [*****] of the savings achieved through the use of these Boeing Third Party Price Contracts towards Price reductions on the applicable Boeing Products.
12.13.3.1 Toray Raw Material
During the term of this SBP, Spirits material purchases from Toray to support any requirements for products listed in Attachment 1 of the SBP shall be applicable to the terms of Section 12.13.3 Third Party Pricing. The Third Party Pricing reimbursement will be based on the difference between the [*****] base (Attachment 1 prices are determined using this value) and [*****].
Methodology:
1) Each year, in February, Boeing and Spirit will agree on the total airplane deliveries for the prior 12-month period for each minor model.
2) Boeing will use the agreed-to Material Buy weights (to be updated every [*****]) and the total airplane deliveries to determine the total Toray material purchases by Spirit for the year.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
3) The Third Party Pricing reimbursement will be calculated using the Toray Reimbursement formula.
Toray Reimbursement formula:
The formula to be used in the calculation of the Toray Third Party Pricing reimbursement is:
[*****]
P is calculated for the [*****] period, and for the [*****] period, each year, due to two Quantity Based Discount factors in each calendar year.
|
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Fly Weight |
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Buy Weight |
[*****] |
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[*****] |
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
[*****] |
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|
|
|
[*****] |
|
[*****] |
|
[*****] |
12.13.4 Obligation to Accept Assignment of Contracts
If Boeing has a contract(s) wfth a third party supplier that is primarily related to Seller and the contract was not assigned to Seller as of the date of this SBP and Boeing later determines that It has residual requirements or obligations for goods or services that 1) Boeing had previously obtained from the third party supplier prior to such date; 2) are still used in the Products provided by Seller under the SBP; and 3) that Seller no longer obtains from the third party supplier, Boeing can require Seller to accept an assignment of the contract(s) up through the current term of each contract or contracts in order for Seller to satisfy the residual requirements obligations.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
12.14 Reserved
12.15 LIFE CYCLE PRODUCT TEAM
12.15.1 Purpose
In the event Boeing uses Life Cycle Product Teams LCPT (or similar teams), personnel located at Boeings facilities in accordance with this SBP will conduct their respective activities concurrently in a team environment to assist Boeing in developing firm configuration and product development definition and meeting Program requirements which includes improving producibility, reliability and maintainability of the Program Airplane. Notwithstanding Sellers participation in the LCPT, Boeing shall have the right to make any and all determinations with respect to airplane performance and product strategy and the design of the Program Airplane and any Derivative.
12.15.1.1 Qualifications
Boeing shall have the right to review the qualifications of all personnel proposed by Seller for assignment to the LCPT or similar teams. Seller shall forward professional resumes of such personnel to Boeing for review and approval not to be unreasonably withheld or delayed prior to assignment of such personnel.
12.15.2 Work Schedule
Except for sickness and other unavoidable absence, all personnel assigned to the LCPT by Seller pursuant to this SBP Section 12.15, shall be available during the customary work shift at the place designated by Boeing eight (8) working hours per day, Monday through Friday (except for identified Boeing holidays and such vacation periods as Boeing may reasonably permit) and shall work all overtime hours as Boeing may reasonably request.
12.15.3 Equipment and Supplies
Boeing shall furnish certain office equipment (e.g., desks, telephones, network access) and office supplies to Sellers LCPT personnel. Boeing will not provide personal property (such as computing equipment, software or drafting equipment and calculators) necessary for the performance by Sellers LCPT personnel. Seller shall provide all computing equipment and software required to support its LCPT personnel while located at Boeings facilities.
Boeing shall not be responsible for loss or damage to such personal property.
12.15.4 Employment Status
Sellers LCPT personnel shall at all times remain employees of Seller and not employees of Boeing. Seller shall be responsible for all wages, salaries and other amounts due Sellers LCPT personnel and shall be responsible for all reports, requirements and obligations respecting them under local, state or
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
federal laws of the United States, or the laws of any foreign country, including but not limited to social security, income tax, unemployment compensation, workers compensation and any other local, state or federal taxes of the United States or the taxes of any foreign country.
12.15.5 Team Leader
Seller shall designate one of its LCPT personnel Team Leader. Administrative matters between Boeing and Seller arising during the performance of this SBP shall be managed by the Team Leader.
12.15.6 Discipline
Discipline of Sellers LCPT personnel shall be Sellers responsibility. While on Boeing premises, Sellers LCPT personnel shall obey all Boeing rules. While on Seller premises, Boeings LCPT personnel shall obey all Seller rules.
12.15.7 Removal of Personnel
Upon receipt of a written request from Boeing for the replacement of any person assigned to the LCPT by Seller pursuant to this SBP Section 12.15, Seller shall remove such person from the LCPT. As soon thereafter as reasonably possible, Seller shall promptly furnish a satisfactory replacement or alternate arrangement.
12.16 INCREMENTAL RELEASE
Seller shall develop production plans and schedules for Production Articles based on SBP Attachment 14 and applicable Orders. These production plans and schedules will include plans for the purchase of material and the fabrication and assembly of Production Articles in accordance with Seller policy. Seller shall purchase material, standards and purchased parts and authorize fabrication and assembly of Production Articles in accordance with Schedules and lead times as specified in Attachment 6.
Seller-proposed and Boeing-approved costs associated with Schedules will be addressed pursuant to GTA Sections 12.3, 15.0, 16.0 and 25.2, provided the procedural requirements of those GTA sections are met.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
12.17 PARTICIPATION
12.17.1 Other Boeing Entilies
Seller agrees that any Boeing division or Boeing subsidiary (Boeing Entity) not specifically included in this SBP may, by issuing a purchase order, work order, or other release document, place orders under this SBP during the term hereof or any written extension thereof, under the terms, conditions and pricing specified by this SBP. Seller agrees that the prices set forth herein may be disclosed by Boeing on a confidential basis to Boeing entities wishing to invoke this SBP Section 17.1. Seller shall notify the Boeing Procurement Representative named in SBP Section 9.0 of Boeing Entities not specifically referenced herein who frequently use this SBP.
12.17.2 RESERVED
12.17.3 RESERVED
12.17.4 Notification of Contract
In the event a purchaser known by Seller to be a Boeing Entity places an order for supplies or services covered by this SBP but fails to reference this SBP or otherwise seek the prices established by this SBP, Seller shall notify such purchaser of the existence of this SBP and the prices established hereunder and shall offer such prices to such purchaser.
12.18 RESERVED
12.19 Surplus Products
12.19.1 Return of Surplus Products
Boeing shall be entitled to return to Seller, at Boeings expense, any Product that has been delivered to Boeing in accordance with this SBP and that is surplus to Boeings then current requirements (including without limitation, any Products returned to Boeing by any Customer); provided that (i) any such Product may only be returned to Seller if agreed by Seller, and such agreement shall not be unreasonably withheld, and (ii) such Product is an a current production configuration or can be, in Boeings determination, economically changed to such a configuration. On receipt of any such Product, Seller shall credit Boeings account with [*****] or an amount to be negotiated on a case by case basis, [*****] as set forth in SBP Attachment 7 Indentured Parts Price List and Spare Part Pricing. If instructed by Boeing, Seller shall rework any such returned Product to put such Product in a current configuration. Such rework shall be considered Miscellaneous Work and shall be priced in accordance with SBP Attachment 7 Indentured Priced Parts List and POAs or as may be otherwise mutually agreed between the Parties.
12.19.2 Substitution of Surplus Products
In its sole discretion, Boeing may, upon providing written notice to Seller at least four (4) months prior to the scheduled delivery date for any Production Article, elect to use any Product in inventory or any Product returned to Boeing by any Customer in the place of such Production Article. Boeings notice shall include the cumulative line number of the Program Airplane or Derivative on which Boeing intends to incorporate
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
such Product. Seller shall not deliver such Production Article to Boeing and shall not invoice Boeing for the Price of such undelivered Production Article.
13.0 ORDER OF PRECEDENCE
In the event of a conflict or inconsistency between any of the terms of the following documents, the following order of precedence shall control:
1. These Special Business Provisions (SBP) including attachments (excluding all documents listed below), then
2. General Terms Agreement (GTA) (exuding all documents listed elsewhere on this listing), then
3. Purchase contract if any, then
4. Order (excluding all documents listed elsewhere on this listing), then
5. D6-83323, Engineering Delegation Levels and Responsibility, Accountability and Authority (RAA) Descriptions for Specific Components on 737, 767, 747 and 777 Aircraft
6. D6-83267-2, BCA Engineering Requirements for Mid-Western Aircraft Systems, Incorporated Divestiture of the Wichita/Tulsa Division
7. Engineering Drawing by Part Number and, if applicable, Supplier Specification Plan (SBP) then
8. All documents incorporated by reference in SBP Section 12.1 Supporting Documentation, List of Certain Documents, and 16.0, Product Support and Assurance, of this SBP, then
9. Electronic Access Agreement, then
10. Administrative Agreement, if any, then
11. Any other Boeing generated exhibits, attachments, forms, flysheets, codes or documents that the Parties agree shall be part of this SBP, then lastly
12. Any Seller generated documents that the Parties agree shall be part of this SBP.
In resolving any such conflicts or inconsistencies, these documents shall be read as a whole and in a manner most likely to accomplish their purposes.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Either party shall promptly report to the other party in writing any inconsistencies in these documents, even if the inconsistency is resolvable using the above rules.
14.0 RESERVED
15.0 APPLICABLE LAW
This contract shall be governed by the laws of the State of Washington. No consideration shall be given to Washingtons conflict of law rules. This contract excludes the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Boeing and Seller hereby irrevocably consent to and submit themselves exclusively to the jurisdiction of the applicable courts of King County, Washington and the federal courts of Washington State for the purpose of any suit, action or other judicial proceeding arising out of or connected with any Order or the performance or subject matter thereof. Boeing and Seller hereby waive and agree not to assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that (a) Boeing and Seller are not personally subject to the jurisdiction of the above-named courts, (b) the suit, action or proceeding is brought in an inconvenient forum or (c) the venue of the suit, action or proceeding is improper.
16.0 PRODUCT SUPPORT AND ASSURANCE
16.1 Warranty
Seller acknowledges that Boeing and Customers must be able to rely on each Product performing as specified and that Seller will provide all required support pursuant to the PSAD. Accordingly, the following provisions, including documents, if any, set forth below are incorporated herein and made a part hereof:
16.1.1 Product Support and Assurance Document (PSAD) D6-83315
Boeing may choose initially not to extend the Sellers full warranty of Product to Customers. This action shall in no way relieve Seller of any obligation set forth in the warranty documents listed above. Boeing, at its sole discretion, may extend Sellers full warranty of Product to its Customers at any time. Furthermore, Seller agrees to support the Product as long as any aircraft using or supported by the Product remains in service.
17.0 ADMINISTRATIVE MATTERS
17.1 Administrative Authority
For all matters requiring the approval or consent of either Party, such approval or consent shall be requested in writing and is not effective until given in writing by a person authorized to do so in the Administrative Agreement. With respect to
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Boeing, authority to grant approval or consent is limited to Boeings Procurement Representative as provided in the Administrative Agreement.
17.2 Administrative Agreement
An Administrative Agreement is used for administrative matters not specifically addressed elsewhere and sets forth certain obligations of the Parties relating to the administration of the SBP, GTA and each Order. The Administrative Agreement is identified and incorporated in SBP Section 12.1 Supporting Documentation.
18.0 OBLIGATION TO PURCHASE AND SELL
Boeing and Seller agree that in consideration of the prices set forth in Attachment 1, Seller shall sell and deliver to Boeing and Boeing shall purchase from Seller all of Boeings requirements for Products as set forth in SBP Section 3.0 and corresponding Products as required for Derivatives which shall be added to Attachment 1 during the period of performance for this SBP. Such Products shall be shipped at any scheduled rate of delivery in accordance with the terms of delivery as determined by Boeing, and Seller shall sell to Boeing and Boeing shall purchase exclusively from Seller Boeings requirements of such Products during the term of this SBP, provided that, without limitation on Boeings right to determine its requirements, Boeing shall not be obligated to issue an Order for any given Product and shall be relieved of its exclusivity obligations for that Product to the extent that Boeing has the right to cancel as provided in GTA Section 13.2.A.
18.1 Replacements
This Agreement contains no obligation for either Party relating to Replacement Aircraft.
19.0 STRATEGIC ALIGNMENT / SUBCONTRACTING
With the exclusion of major end items as set forth in Attachment 1, Boeing may assign this SBP or any Order, in whole or in part, to a third party who is under an obligation to supply Boeing with components, kits, assemblies or systems that require the Sellers Product; provided that such assignment shall not relieve Boeing of its obligations under this SBP or any Order. Seller May subcontract its obligations hereunder to a third party, subject to the terms of this SBP and provided that such subcontracting shall not relieve Seller of its obligations under this SBP or any Order.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
20.0 OWNERSHIP OF INTELLECTUAL PROPERTY
20.1 Technical Work Product
All technical work product, including to the extent protectible by ownership rights, but not limited to, ideas, information, data, documents, drawings, software, software documentation, software tools, designs, specifications, and processes produced by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller pursuant to this SBP will be the exclusive property of Boeing and be delivered to Boeing promptly upon request.
20.2 Inventions and Patents
20.2.1 Subject to the provisions of paragraph 20.2.3, all inventions conceived by or for Seller on or after the effective date of this SBP, either alone or with others, in the course of or as a result of any work performed by or for Seller pursuant to this SBP shall be owned by Seller, and any patents claiming such inventions (both domestic and foreign), will be the exclusive property of Seller. Nothing in this paragraph 20.2.1 shall abridge or modify Boeings rights under 35 USC secs. 102 or 103 to inventions independently developed by or for Boeing on or after the effective date of this SBP.
20.2.2 Seller shall (i) use commercially reasonable efforts to promptly disclose to Boeing in written detail all inventions disclosed to Seller which were conceived prior to the effective date of this SBP (Boeing Inventions) and (ii) shall, at Boeings sole cost and expense, execute all papers, cooperate with Boeing, and perform all acts, reasonably requested by Boeing to assist Boeing in connection with the filing, prosecution, maintenance, or assignment of patents and patent applications claiming such Boeing Inventions.
20.2.3 Notwithstanding anything to the contrary in this SBP, all inventions conceived, developed, or first reduced to practice by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller, pursuant to this SBP (SBP Inventions) that Boeing reasonably believes are applicable to, developed for, incorporated in or to be incorporated in the 787 (SBP 787 Inventions), and any patents claiming such inventions (both domestic and foreign) will, subject to paragraph 20.2.3 (b) below, be the exclusive property of Boeing. Seller will promptly disclose all SBP Inventions to Boeing in written detail. Boeing shall have 90 days in which to inform Seller in writing whether Boeing reasonably believes such SBP Inventions are SBP 787 Inventions, and further, which SBP 787 Inventions Boeing wishes to pursue patent protection on the SBP 787 Inventions.
(a) In the event Boeing elects to pursue patent protection on the SBP 787 Inventions, Boeing shall bear the entire cost and expense and Seller shall execute all papers, cooperate with Boeing and perform all acts, reasonably requested by Boeing to assist Boeing in connection with the filing, prosecution, maintenance, or assignment of related patents or patent applications on behalf of Boeing.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
(b) In the event Boeing elects not to pursue patent protection on the SBP 787 Inventions, Seller shall have a period of 12 calendar months, commencing upon receipt of Boeings notice to not pursue patent protection, in which to file a formal patent application under 35 USC sec. 111(a) or a formal application under the Patent Cooperation Treaty or, subject to the following sentence, a provisional patent application under 35 USG secs. 111(b) or 119(e) or other similar provisional filing permitted by other sovereigns. The filing of a provisional patent application or other similar provisional filing shall not qualify as the filing of a formal patent application for purposes of this subsection (b) unless Seller files a formal patent application within twelve (12) months after the filing of the provisional patent application. In any event, Seller shall, prior to the date on which any such provisional patent application would be published, either abandon or file a formal patent application with respect to any provisional patent application. Seller shall bear the entire cost and expense of filing, prosecuting and maintaining any patents and patent applications so filed.
(c) In the event Seller fails to file a formal patent application or abandons a patent application in the manner described in sub paragraph (b) above and Boeing has also elected not to pursue patent protection on said SBP 787 Inventions as described in subbaragraph (a) above, the subject matter of said SBP 787 Inventions shall be held as a trade secret and shall be the sole and exclusive property of Boeing.
20.3 Works of Authorship and Copyrights
All works of authorship (including, but not limited to, documents, drawings, software, software documentation, software tools, photographs, video tapes, sound recordings and images) created by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller pursuant to this SBP, together with all copyrights subsisting therein, will be the sole property of Boeing. To the extent permitted under United States copyright law, all such works will be works made for hire, with the copyrights therein vesting in Boeing. The copyrights in all other such works, including all of the exclusive rights therein, will be promptly transferred and formally assigned free of charge to Boeing.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
20.4 Pre-Existing Inventions and Works of Authorship
Seller grants to Boeing, with the right of Boeing to sublicense the same to Boeings subcontractors, suppliers, and customers in connection with Products or work being performed for Boeing, an irrevocable nonexclusive, paid-up, worldwide license under any patents, copyrights, industrial designs and mask works (whether domestic or foreign) owned or controlled by Seller at any time and existing prior to or during the term of this SBP, bid only to the extent that such patents or copyrights would otherwise interfere with Boeings or Boeings subcontractors, suppliers, or customers use or enjoyment of Products or the work product, inventions, or works of authorship belonging to Boeing under this SBP.
21.0 SOFTWARE PROPRIETARY INFORMATION RIGHTS
Seller hereby grants to Boeing a perpetual, nonexclusive, paid-up, worldwide license to reproduce, distribute copies of, perform publicly, display publicly, and make Seller intended derivative works from software included in or provided with or for Products (Software) and related information and materials (Software Documentation) as reasonably required by Boeing in connection with (1) the testing, certification, use, sale, or support of a Product, or the manufacture, testing, certification, use, sale, or support of any aircraft including and/or utilizing a Product, or (2) the design or acquisition of hardware or software intended to interface with Software. The license granted to Boeing under this SBP Section 21.0, also includes the right to grant sublicenses to Customers as reasonably required in connection with Customers operation, maintenance, overhaul, and modification of any aircraft including and/or utilizing Software. All copies and Seller intended derivative works made pursuant to the foregoing license or any sublicense to a Customer will automatically become, subject to the foregoing license, the property of Boeing or Customer, and Boeing agrees to preserve Sellers copyright notice thereon to the extent that such a notice was included with the original Software and/or Software Documentation. Seller acknowledges that Boeing is the owner of all tangible copies of Software and Software Documentation provided to or made by Boeing or Customers pursuant to this SBP, and Seller hereby authorizes Boeing and Customers to dispose of, and to authorize the disposal of, the possession of any and all such copies by rental, lease, or lending, or by any other act or practice in the nature of rental, lease, or lending.
22.0 INFRINGEMENT
Each Party will indemnify, defend, and hold harmless the other Party from all claims, suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages, and/or including attorneys fees and/or costs), liabilities, damages, costs and attorneys fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including, but not limited to, any right in a patent, copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
information or documents) and arising out of the use of the indemnifying Partys Proprietary Information and Materials in connection with the manufacture, sale or use of Products by the other Party or by Boeings Customers. Each Party will duly notify the other Party of any such claim, suit or action in respect of which the notifying Party may be obligated to provide indemnification under this SBP Section 22.0; and the indemnifying Party will, at its own expense, fully defend such claim, suit or action on behalf of the indemnified Party and, if applicable, Boeings Customers. Neither Party shall have any obligation under this SBP Section 22:0 with regard to any infringement arising from: (i) such Partys compliance with forrnal specifications issued by the other Party where infringernent could not be avoided in complying with such specifications or (ii) use or sale of Products in combination with other items when such infringement would not have occurred from the use or sale of those Products solely for the purpose for which they were designed or sold by such Party. For purposes of this SBP Section 22.0 only, the term Customer shall not include the United States government; and the term Party shall not include Boeing or Seller, as applicable, its subsidiaries and all officers, agents and employees of Boeing or Seller, as applicable, or any of its subsidiaries.
23.0 DIGITIZATION OF PROPRIETARY INFORMATION AND MATERIALS
Seller grants to Boeing a license under Sellers copyrights for the purpose of converting Sellers Proprietary Information and Materials to a digital format (Digital Materials) and making such Digital Materials available to its employees for company internal use through a computer data base system solely in connection with the use of the Products as permitted by Boeings license rights in the underlying Seller Proprietary Information and Materials. Except as otherwise specifically agreed to in writing by the Parties, said license set forth hereunder shall survive termination or cancellation of this SBP relative to Digital Materials included in Boeings computer data base system prior to receipt of such notice of termination or cancellation.
24.0 CONFIGURATION CONTROL
Seller agrees not to make any change in materials or design details which would affect the Product or any component part thereof except as may be provided for in SBP Attachment 4 without prior writen approval, not to be unreasonably withheld or delayed, of Boeing. If such approval is granted, all part numbers and the originals of all drawings and data shall be revised accordingly. Seller will use commercially reasonable efforts to place the above requirement in all its subcontracts for supplier identified purchased equipment which it enters into after the date hereof, whether such equipment is supplied to Seller as an end item or as a component part of an end item.
25.0 RESERVED
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
26.0 ON-SITE SUPPORT
26.1 Indemnification Negligence of Seller or Subcontractor
Seller shall indemnify and hold harmless Boeing, its subsidiaries, and their directors, officers, employees, and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards, and damages, of any kind and nature whatsoever for property damage, personal injury, or death (including without limitation injury to or death of employees of Seller or any subcontractor thereof) and expenses, costs of litigation and counsel fees related therein or arising out of or in any way related to this Agreement, the performance thereof by Seller or any subcontractor thereof, including without limitation the provision of services, personnel, facilities, equipment, support, supervision, or review which occurs while Sellers employees are on premises owned or controlled by Boeing. The foregoing indemnity shall apply only to the extent of the negligence of Seller, any subcontractor thereof, or their respective employees. In no event shall Sellers obligations hereunder be limited to the extent of any insurance available to or provided by the Seller or any subcontractor thereof. Seller expressly waives any immunity under industrial insurance, whether arising out of statute or source, to the extent of the indemnity set forth in this paragraph.
Boeing shall indemnify and hold harmless Seller, its subsidiaries, and their directors, officers, employees, and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards, and damages, of any kind and nature whatsoever for property damage, personal injury, or death (including without limitation injury to or death of employees of Boeing or any subcontractor thereof) and expenses, costs of litigation and counsel fees related thereto or arising out of or in any way related to this Agreement, the performance thereof by Boeing or any subcontractor thereof, including without limitation the provision of services, personnel, facilities, equipment, support, supervision, or review which occurs while Boeings employees are on premises owned or controlled by Seller. The foregoing indemnity shall apply only to the extent of the negligence of Boeing, any subcontractor thereof, or their respective employees. In no event shall Boeings obligations hereunder be limited to the extent of any insurance available to or provided by Boeing or any subcontractor thereof. Boeing. expressly waives any immunity under industrial insurance, whether arising out of statute or source, to the extent of the indemnity set forth in this peragraph.
This SBP Section 26.1 applies in lieu of GTA Section 5.3.
26.2 Commercial General Liability
If Seller or any subcontractor thereof will be performing work on Boeing premises, Seller shall carry and maintain, and ensure that all subcontractors or suppliers thereof carry and maintain, throughout the period when work is performed and until final acceptance by Boeing, Commercial General Liability
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
insurance with available limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage combined.
26.3 Automobile Liability
If licensed vehicles will be used in connection with the performance of the work, Seller shall carry and maintain, and ensure that any subcontractor thereof who uses a licensed vehicle in connection with the performance of the work carries and maintains, throughout the period when work is performed and with final acceptance by Boeing, Business Automobile Liability insurance covering all vehicles, whether owned, hired, rented, borrowed, or otherwise, with available limits of not less than One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and properly damage.
26.4 Workers Compensation
Throughout the period when work is performed and until final acceptance by Boeing, Seller shall, and ensure that any subcontractor thereof shall, cover or maintain insurance in accordance with the applicable laws relating to Workers Compensation with respect to all of their respective employees working on or about Boeing premises. If Boeing is required by any applicable law to pay any Workers Compensation premiums with respect to an employee of Seller or any subcontractor, Seller shall reimburse Boeing for such payment. Notwithstanding such insurance requirement above, in this SBP section 26.4 Seller shall be allowed to self insure; in compliance with applicable state law.
26.5 Certificates of Insurance
Prior to commencement of the work Seller shall provide for Boeing review and approval, not to be unreasonable withheld or delayed. Certificates of Insurance reflecting full compliance with the requirements set forth in SBP Section 26.2 Commercial General Liability, SBP Section 26.3 Automobile Liability and, SBP Section 26.3 Workers Compensation. Such certificates shall be kept current and in compliance throughout the period when work is being performed and until final acceptance by Boeing, and shall provide for thirty (30) days advance written notice to Boeing in the event of cancellation. Failure of Seller or any subcontractor thereon to furnish Certificates of Insurance, or to procure and maintain the insurance required herein or failure of Boeing to request such certificates, endorsements or other proof of coverage shall not constitute a waiver of the respective Sellers or subcontractors obligations hereunder.
26.6 Self-Assumption
Any self-Insured retention, deductibles, and exclusions in coverage in the policies required under this Section 26.0 shall be assumed by, for the account of, and at the sole risk of Seller or the subcontractor, which provides the insurance, and to the extent applicable shall be paid by such Seller or subcontractor. In no event shall the liability of Seller or any subcontractor thereof be limited to the extent of any of the minimum limits of insurance required herein.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
26.7 Protection of Property
Seller assumes, and shall ensure that all subcontractors or suppliers thereof and their respective employees assume, the risk of loss or destruclion of or damage to any property of such Parties whether owned, hired, rented, borrowed, or otherwise. Seller waives, and shall ensure that any subcontractor thereof and their respective employees waive, all rights of recovery against Boeing, its subsidiaries, and their respective directors, officers, employees and agents for any such loss or destruction of or damage to any property of Seller, any subcontractor, or their respective employees, other than for any such loss, destruction or damage resulting frorn the negligence or willful misconduct of Boeing, any of its subsidiaries, or any of their respective directors, officers, employees or agents.
At all times Seller shall, and ensure that any subcontractor thereof shall, use suitable precautions to prevent damage to Boeing property. If any such property is damaged by the fault, negligence, or willful misconduct of Seller or any subcontractor thereof, Seller shall, at no cost to Boeing, promptly and equitably reimburse Boeing for such damage or repair or otherwise make good such property to Boeings satisfaction. If Seller fails to do so, Boeing may do so and recover from Seller the cost thereof.
26.8 Compliance with Boeing Site Requimments
In the event the Seller or Sellers Subcontractor(s) performs any aspect of an applicable GTA, SBP or Order on property owned, operated, leased, or controlled by Boeing (hereinafter On-Site Work), Seller agrees to comply with Boeings environmental, safety and health requirements. These are the same provisions with which Boeing employees must comply. In the event Boeing or Boeings subcontractor(s) performs any aspect of an applicable GTA, SBP or Order on property owned, operated, leased, or controlled by Seller, Boeing agrees to comply with Sellers environmental, safety and health requirements. These are the same provisions with which Sellers employees must comply.
27.0 RESERVED
28.0 DELIVERY TITLE AND RISK OF LOSS
28.1 Title and Risk of Loss
Without diminishing the obligations of Seller under this SBP, title to and risk of any loss of, or damage to, all Products (except for Tooling) shall pass from Seller to Boeing upon delivery as set forth in SBP Section 3.4.2 (Delivery Point and Schedule), except for loss or damage to the extend resulting from Sellers fault, negligence, willful misconduct or failure to comply with the material terms of this SBP. Passing of title on delivery shall not constitute final acceptance of such Products by Boeing.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Notwithstanding the provisions of this SBP Section 28.1, and without diminishing Sellers obligations under this SBP, risk of any loss of, or damage to, all Existing Tooling and New Tooling (except for Common-Use Tooling) shall pass from Seller to Boeing upon delivery as set forth in Section 3.4.2 (Delivery Point and Schedule), except for loss or damage to the extent resulting from Sellers fault or negligence or failure to comply with the terms of this SBP.
29.0 RESERVED
30.0 CUSTOMER CONTACT
Boeing is responsible for all contact with Customers regarding the Program, Program Airplanes and Derivatives and any other Boeing model aircraft programs. Seller shall not make any contact with actual or potential Customers on the subject of the Program, Program Airplanes or Derivatives withcut Boeings prior written consent, not to be unreasonable withheld or delayed; and Seller shall respond to any inquiry from actual or potential Customers regarding the Program, Program Airplanes or Derivatives by requesting that the inquiry be directed to Boeing. Seller shall, concurrently with such response, advise Boeing of such inquiry.
31.0 RESERVED
31.1 Interest on Overdue Amounts
If Seller or Boeing shall fall to pay when and as due any amount payable hereunder, such amount shall bear interest payable on demand, at the per annum rate announced by Citibank, New York, New York, as its prime rate on the last working day of the month in which such amount becomes due.
32.0 SURVIVAL
Without limiting any other survival provision contained herein and notwithstanding any other provision of this SBP or the GTA to the contrary, the representations, covenants, agreements and obligations of the Parties set forth In GTA Section 12.3 Sellers Claim, GTA Section 16.0 Termination or Wrongful Cancellation, GTA Section 18.0 Responsibility for Property, GTA Section 20.0 Proprietary Information and Items, GTA Section 24.0 Boeings Rights in Sellers Patents, Copyrights, Trade Secrets and Tooling, GTA Section 29.0 Non-Waiver/Partial Invalidity, GTA Section 38.0 Applicable Law, GTA Section 39.0 Order of Precedence, this SBP Section 32.0 Survival, SBP Section 3.4.9 Type Design and Type Certification Data Development and Protection, SBP Section 3.5 Product Support and Miscellaneous Work, SBP Section 13.0 Order of Precedence, SBP Section 15.0 Applicable Law, SBP Section 16.0 Product Support and Assurance, SBP Section 20.0 Intellectual Property, SBP Section 22.0 Infringement, and SBP Section 26.0 Insurance for On-Site Support (if applicable), shall survive any cancellation, termination or expiration of this SBP, any assignment of this SBP or any payment and performance of any or
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
all of the other obligations of the Parties hereunder. Termination or cancellation of any part of this SBP shall not alter or affect any part of this SBP which has not been terminated or cancelled.
33.0 INVENTORY AT CONTRACT COMPLETION
Subsequent to Sellers last delivery of Product(s), which contain, convey, embody or were manufactured in accordance with or by reference to Boeings Proprietary Information or Materials, including but not limited to finished goods, work-in-process and detail components (hereafter Inventory) which are in excess of Order quantity may be made available to Boeing for purchase. Seller may be entitled to keep such inventory for other Boeing approved purposes. In the event Boeing, in its sole discretion, elects not to purchase the Inventory, Seller may keep and sell such Inventory, under the terms of its spares supplemental license agreement with Boeing, as long as that supplemental license agreement is in good standing. If Sellers spares supplemental license agreement has been terminated or cancelled, Seller shall scrap the Inventory. Prior to scrapping the Inventory, Seller shall mutilate or render it unusabie. Seller shall maintain, pursuant to their quality assurance system, records certifying destruction of the applicable Inventory. Said certification shall state the method and date of mutilation and destruction of the subject Inventory. Boeing or applicable regulatory agencies shall have the right to review and inspect these records at any time it deems necessary. In the event Seller elects to maintain the Inventory, Seller shall maintain accountability for the Inventory and Seller shall not sell or provide the Inventory to any third party without prior specific written authorization from Boeing. Failure to comply with these requirements shall be a material breach and grounds for default pursuant to GTA Section 13.0. Nothing in this SBP Section 33.0 prohibits Seller from making legal sales directly to the United States of America government.
34.0 SELLER ASSISTANCE
In accordance with GTA Section 12.2 and GTA Section 13.2 Boeing may, by written notice to Seller, require Seller to transfer to Boeing or to Boeings designee title (to the extent not previously transferred) to certain (i) Contractor-Use Tooling, Common-Use Tooling and other Tooling, (ii) Transportation Devices, (iii) Boeing Furnished Material, (iv) raw materials, parts, work-in-process, incomplete or completed assemblies, and all other Products or parts thereof in the possession or under the effective control of Seller or any of its subcontractors, and (v) Proprietary Information of Boeing, including, without limitation, planning data, Product Definition, Drawings and other Proprietary Information relating to the design, production, maintenance, repair and use of all Products and Contractor-Use Tooling and Common-Use Tooling, in the possession or under the effective control of Seller or any of its subcontractors, in each case free and clear of all liens, claims or other rights of any Person. Seller shall immediately transfer and deliver, and cause each of its subcontractors to transfer and deliver, any or all of the aforesaid items in accordance with any written notice or notices given hereunder by Boeing to Seller, notwithstanding any event or circumstance whatsoever, including, without limitation, any claim or
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
dispute Seller may assert in connection with a termination of this SBP or any payment for any such items. If Boeing shall require Seller to transfer and deliver to Boeing or Boeings designee any of the aforesaid items, Seller shall cooperate with and shall assist Boeing in developing and implementing plans to transfer the production of Products and provision of services to Boeing, or to any other Person designated by Boeing, in an expeditious and orderly manner and will take such other steps to assist Boeing as Boeing may request in good faith, all for the purpose of maintaining, or attempting to maintain as nearly as may be possible, production of Program Airplanes and Derivatives in accordance with Boeings schedule of delivery of Program Airplanes and Derivatives to Customers. Boeing will bear the reasonable costs associated with such cooperation, assistance and other steps except following an Event of Default in which case Seller shall bear such reasonable costs.
Following an Event of Default, Boeing and Seller acknowledge that the Program, and Boeings ability to sell and deliver Program Airplanes and Derivatives to Customers, will be substantially impaired if Seller delays, for any reason, its performance under this SBP Section 34.0. Boeing and Seller also acknowledge that Sellers assistance hereunder in the event of a cancellation, in whole or in part, of this SBP will be of fundamental significance to reduce incidental, consequential or other damages to Boeing. Consequently, Seller shall transfer and deliver to Boeing any or all of the aforesaid items notwithstanding any dispute or claim that Seller may have against Boeing. Seller shall not delay its performance under this SBP Section 34.0 by any action, including, without limitation, any judicial or other proceeding, or by any failure to act. Seller hereby authorizes Boeing or its representatives to enter upon its, or any of Sellers subcontractors (Seller shall obtain from its subcontractors Boeings right to so enter and act), premises at any time during regular business hours upon one (1) days advance written notice, for the limited purpose of taking physical possession of any or all of the aforesaid items. At the request of Boeing, Seller shall promptly provide to Boeing a detailed list of such items, including the location thereof, and shall catalog, crate, package, mark and ship such items expeditiously and in an orderly manner and otherwise in the manner requested by Boeing, which request may specify incremental or priority shipping of certain items. Seller shall, if instructed by Boeing, store or dispose of any or all of the aforesaid items in any reasonable manner requested by Boeing.
35.0 NONRECURRING WORK TRANSFER
Following an Event of Default, Program Cancellation, expiration of this SBP or the termination of this SBP by mutual agreement of the Parties, Seller agrees to transfer to Boeing all Nonrecurring Work relating to the affected Program, or if this SBP is cancelled, all Non-Recurring Work set forth in SBP Section 3.3 Nonrecurring Work.
36.0 DISPOSITION OF TOOLING
In the event Boeing exercises its rights under GTA Section 12.0, GTA Section 13.0 or SBP Section 34.0, Seller shall transfer and deliver to Boeing any and all
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Tooling that must be transferred and delivered pursuant to GTA Section 12.0, GTA Section 13.0 cr SBP Section 34.0 free and clear of any and all liens, claims or rights of any third party.
37.0 CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT)
C-TPAT is an initiative between business and government to protect global commerce from terrorism and increase the efficiencies of global transportation. The program calls for importers, carriers and brokers to establish policies to enhance their own security practices and those of their business partners involved in their supply chain. Such practices may include but are not limited to the following:
Procedural Security Procedures in place to protect against unmanifested material being introduced into the supply chain;
Physical Security Buildings constructed to resist intrusion, perimeter fences, locking devices, and adequate lighting;
Access Controls Positive identification of all employees, visitors and suppliers;
Personnel Security Employment screening, background checks and application verifications;
Education and Training Awareness Security awareness training, incentives for participation in security controls.
Seller agrees to work with Boeing and appropriate industry and governmental agencies, as necessary, to develop and implement policies and procedures consistent with the C-TPAT initiative to ensure the safe and secure transport of Products under this SBP.
38.0 ENVIRONMENTAL MANAGEMENT SYSTEMS AND HEALTH AND SAFETY MANAGEMENT SYSTEMS
Seller shall implement an environmental management system (EMS) and health and safety management system (HSMS) with respect to its performance under this SBP; and insert, in any of its subcontractor and supplier contracts for performance of Sellers obligations under this SBP, provisions substantially similar to this SBP Section 38.0 and GTA Section 21.0 (Compliance with Laws).
39.0 RESTRICTIONS ON LOBBYING
39.1 Applicability
SBP Section 39.0 applies to all Sellers, domestic and foreign if:
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Sellers Product is sold by Boeing, individually or incorporated into another product such as an Aircraft, to a Customer who finances the purchase of the Product or product with a direct loan from the Export-Import Bank of the United States (Direct Loan), and
The ship set price of the Product, combined with the ship set prices of any other items sold to Boeing by Seller which are incorporated into the product sold to the Customer, exceeds [*****].
39.2 Certification
Boeing will notify Seller in writing if it believes the conditions of 39.1 are met and the below described certificate and disclosure form are required. If applicable, Boeing will also identify the Aircraft being financed.
Upon receipt of such notice, Seller will execute an Anti-Lobbying Certificate substantially in the form of Attachment 24 to this SBP and, if applicable, Standard Form-LLL, Disciosure Form to Report Lobbying. (a copy or the form can be found at http://www.ahrq.gov/downloads/pub/rfp010003/lobbying.pdf)
Seller will provide the executed certificate to the Boeing Procurement Representative. Also, Seller will forward to the Boeing Procurement Representative any originals of the Standard Form-LLL received by Seller from its subcontractors of any tier promptly upon Sellers receipt.
39.3 Flow Down
With respect to any Direct Loan, the substance of this SBP MS-65530-0016 shall apply to all of Sellers suppliers of any tier who supply items with a ship set price exceeding [*****]. Seller agrees to incorporate the substance of SBP MS-65530-0016, including this subsection 39.3, in all applicable subcontracts.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
EXECUTED in duplicate as of the date and year first set forth above by the duly authorized representatives of the Parties.
BOEING |
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Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
SBP ATTACHMENT 1 TO
SPECIAL BUSINESS PROVISIONS
WORK STATEMENT AND PRICING
(Reference SBP Sections 3.2.1, 3.3.4.1, 3.4.4, 4.1, 4.8.2, 7.2, 7.2.1, 7.10.1, 12.6.1, 18.0)
FOR PURPOSES OF SBP Section 18.0, OBLIGATION TO PURCHASE AND SELL Boeing shall be defined as the following organizations, divisions, groups or entities:
BCA Supply Management and Procurement; The Boeing Company, Seattle, WA
The price for Products to be delivered on or before the eighth anniversary of the first day of the month in which both parties fully execute this SBP except as otherwise noted below will be as follows:
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Attachment 1 step down pricing is from base year.
· [Note: The total value reflected in attachment 1 (SOW) is intended to represent the total Lloyd site SOW (BCA production) and total Price on June 16, 2005 per the established 2003 Baseline. If a disparity is identified between Attachments 1 SOW and the actual Lloyd site SOW, Attachment I will be revised to reflect the change and the summary value will be re-spread among the revised SOW. This Attachment will continue to be revised and the summary value will be re-spread among the revised SOW. This attachment will continue to be revised through the transition period to reflect any change to the 2003 Baseline values and/or part numbers. Items marked as LMIs are being further defined as Boeing Part Numbers (part numbers may be one-to-one or one-to-many after conversion), Engineering Changes, Part Number Rolls, un-identified parts may be added/deleted to the SOW to ensure a clean statement of work, and any work transfer activity identified (ie., 737 Horizontal/Vertical Stabilizers, 737 Tail cone, etc.) will be deleted from this SBP upon the work transfer date. Seller will continue to support Boeing requirements for these products until successfully transferred to another party.
· Boeing and Seller agree that Attachment 1 prices will be set such that: (i) when the prices are applied to the parts in the bill of material for any minor model type listed on Schedule A [this is to be the agreed minor model pricing sheet], the shipset price for such minor model will equal the amount set forth on Schedule A unless mutually agreed by Boeing and Seller as provided for below: (ii) the shipset price per minor model set forth on Schedule A is to be allocated to component parts incorporated into such shipset proportionately to the part pricing information contained in Boeings enterprise resource planning (ERP) system, with the proviso that any part that is common to two or more minor models will bear a single price irrespective of the minor model for which it is intended to be used; and (iii) to the extent that the proviso in subclause (ii) would result in the bill of material pricing for any minor model not aggregating to the Schedule A price, then the excess or deficiency is to be allocated among parts that are unique to such minor model, proportionately to the part pricing information for such unique parts contained in Boeings ERP system. Boeing and Seller agree to use their best efforts to set Attachment 1 prices on the foregoing basis within 10 calendar days following the date on which the APA is signed. If within this 10 day period a price allocation methodology acceptable to both Boeing and Seller is developed that aligns final Attachment 1 part prices to the proportionate part pricing in Boeings ERP system more closely than the foregoing basis, this revised methodology will be referred to a committee comprised of any four of John Borst, Bryan Gerard, Luis Valdes, Seth Mersky, and Nigel Wright. If for any reason Boeing and Seller have not completed an Attachment 1 acceptable to both Parties within 10 calendar days from the date on which the APA is signed, all associated issues will be referred to such committee. Any decision of such committee must be made unanimously to be valid. When prices are established in accordance with the foregoing, this Attachment 1 will be updated accordingly.]
[The following pages provide detail part numbers and pricing for each year.
Note: Attachment 1 Parts and Prices provided under separate file due to size.]
Non-recurring pricing and non-pricing agreements are contained in ATTACHMENT 9.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
ATTACHMENT 1 SCHEDULE A
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Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 1A TO
SPECIAL BUSINESS PROVISIONS
Attachment 1A
The statement of work ([*****]) listed in this Attachment 1A is subject to all terms and conditions of SBP MS-65530-0016 and Amendment 1 thereto. Any reference to Attachment 1 in this SBP is applicable to the work statement listed on this Attachment 1A with the following exceptions:
1. With reference to clause 3.2 Period of Performance, the wording in section 3.2 is amended in its entirety only to the extent that applies to the parts listed in this Attachment 1A by the following:
The period of performance for this work statement is April 18 th , 2006 through [*****]. Boeing has no obligation to Seller for any or all derivative airplane programs for this statement of work. At or prior to the end of this period of performance, the Parties may agree to an extension beyond [*****], subject to agreement of the Parties as to Price and Schedule.
2. With reference to clause 4.1 Recurring Price, wording in section 4.1 is amended in its entirety only to the extent that it applies to the statement of work listed in this Attachment 1A by the following:
The Price of Recurring Products is set forth in SBP Attachment 1A and includes the total price for all work under this Attachment 1A, subject to any applicable adjustments under SBP section 7.0.
3. With reference to clause 4.4.1 Interim Extension Pricing, wording in section 4.1.1 is deleted in its entirety and not applicable for the statement of work listed in this Attachment 1A.
4. With reference to clause 4.5 pricing for Derivatives, wording in section 4.5 is superseded in its entirety for the statement of work listed in this Attachment 1A by the following:
For Derivatives(s) and follow-on work outside the term of this SBP, Boeing reserves the right to contact with any supplier Boeing determines is appropriate for the supply of the Products addressed in the SBP Attachment 1A. In determining the appropriate supplier for Derivative(s), [*****], will be a key consideration in the selection process, and in the establishment of Nonrecurring and recurring Shipset Prices for Derivative(s). If Boeing selects Seller as the supplier for these Products, change pricing will be subject to SBP Section 7.9.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
5. With reference to Attachment 16 Boeing Furnished Material/Boeing Provided Details, Attachment 16 is deleted in its entirety and not applicable for the statement of work listed in this Attachment 1A.
6. With reference to Attachment 22 Abnormal Escalation, Attachment 22 is deleted in its entirety and not applicable for the statement of work listed in this Attachment 1A.
7. With Reference to GTA section 12.3 Sellers Claim, the following text is deleted and not applicable to the statement of work listed in this Attachment 1A.
If Boeing terminates an Airplane Program according to the terms of GTA 25.0 within [*****] of [*****], then Seller shall further have the right to receive from Boeing an inconvenience fee equal to [*****], determined without regard to any write-off or other adjustment by reason of such termination, for the Tooling in support of the terminated Airplane Program.
Boeing shall have ninety (90) days from receipt of Sellers claim to dispute such claim by delivering to Seller a written notice setting forth Boeings grounds for dispute. If Boeing does not deliver such a notice to Seller or reach agreement with Seller regarding Sellers claim within such ninety (90) day period, Seller may by written notice, seek resolution of its claim through the Senior Vice President Supplier Management or that persons equivalent (the Senior Executive) as provided in Section 33. If no response from such Senior Executive is received by Seller within 30 days of such Senior Executives receipt of Sellers notice, Boeing shall pay Seller the amount claimed by Seller within fifteen (15) days thereafter. Provided, however, that such payment shall be subject to full or partial recovery by Boeing by setoff, credit or otherwise, to the extent Sellers claim is determined by Boeing to not be (x) in compliance with the terms of Section 12 or Attachment 1A to this GTA or (y) compensable under the regulations cited below; provided, however, that Boeings determination shall remain subject to the provisions of SBP Section 33.
8. With reference to GTA section 15 Suspension of Work, the following text is deleted and not applicable to the statement of work listed in this Attachment 1A:
and Boeing will compensate Seller for its reasonable direct costs incurred as a result of such Stop Work Order.
9. With reference to GTA section 16.0 Termination or Wrongful Cancellation, the following text is deleted and not applicable to the statement of work listed in this Attachment 1A:
plus an amount for [*****], if any. Notwithstanding the foregoing, if Boeing wrongfully cancels or terminates all orders with respect to a model
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
of Program Airplane (Cancelled Program Airplane) and such cancellation or termination results in or has the effect of a cancellation or termination of this Agreement or SBP MS-65530-0016 in its entirety with respect to the Cancelled Program Airplane, or if Boeing wrongfully cancels or terminates SBP MS-65530-0016 with respect to a Cancelled Program Airplane, then Seller shall be entitled to all remedies available at law or in equity, except that the monetary damages that Seller may recover shall not exceed [*****].
The prices for Products to be delivered on or before [*****] through [*****] are [*****] prices. The pricing for [*****] is reflective of [*****] percent of the total yearly requirements for the subject parts. Yearly requirements are inclusive of production, spares, retrofit, modification, POA and replacement part requirements.
The Parties acknowledge and agree that those provisions that have been amended in this Attachment 1A do not amend the same provisions for the rest of the Contract.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 1B TO
SPECIAL BUSINESS PROVISIONS
Attachment 1B
Recitals
WHEREAS, Boeing and Seller entered into a Memorandum of Agreement dated August 28, 2007 (MOA for purposes of this Attachment 1B) for the model 747-8 propulsion work;
WHEREAS, the Parties intended, and established within the MOA, that the nacelle portion of the statement of work in the MOA would be governed by the prospective agreement Special Business Provisions MS-65520-0049;
AND
WHEREAS, the Parties never completed negotiation of or executed MS-65520-0049;
NOW, therefore, the Parties wish to establish terms and conditions by which certain 747-8 nacelle work will be governed by SBP MS-65530-0016.
The statement of work for 747-8 Nacelle listed in this SBP Attachment 1B (Nacelle SOW 1B) is subject to all terms and conditions of SBP MS-65530-0016 and Amendment 5 thereto, except as otherwise specified in this Attachment 1B.
As of the effective date of SBP Attachment 1B, one Non-Recurring milestone payment remains as agreed in MOA 6-5630-MEG07-003, Attachment 2. The remaining milestone payment for [*****] has not been paid and is due at first aircraft delivery to the Customer.
Nacelle SOW-1B
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
030-22002-1 - Primary Exhaust (Kit)
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Any reference to SBP Attachment 1 Work Statement and Pricing in this SBP is applicable to the Nacelle SOW 1B with the following exceptions:
1. With reference to SBP Section 3.2 Period of Performance, the wording in section 3.2 is superseded in its entirety by the following for the parts listed in this SBP Attachment 1B:
The period of performance for this work statement is [*****] through [*****] at which time Boeing has no further obligation to procure Attachment 1B statement of work from Seller. If a new 747 derivative airplane program is launched during this Period of Performance, Seller shall retain all rights included in this SBP Attachment 1B for that derivative airplane program.
[*****] prior to the end of the [*****] period of performance, Buyer will notify Seller of Buyers intent to either competitively bid the SBP Attachment 1B statement of work or negotiate pricing with Seller as a single source supplier.
2. With reference to SBP Section 4.1 Recurring Price, wording in section 4.1 is superseded in its entirety by the following for the statement of work listed in this Attachment 1B:
The Price of Recurring Products is set forth in Attachment 1B of the SBP and includes the total price for all baseline statement of work under this Attachment 1B, subject to any applicable adjustments under SBP Section 7.0. Change Provisions, Pricing shall be included as an update to SBP Attachment 1 and SBP Attachment 7 Indentured Parts List and POA Pricing upon execution of this Amendment 1B.
747-8 Nacelle Shipset Pricing
The nacelle shipset consists of [*****] Inlet, [*****] Fan Cowl and [*****] Exhaust Nozzle/Plug Kits. The [*****] Price [*****] Nacelle shipset baseline pricing shall be [*****]. Individual component pricing shall be [*****] for the Inlet [*****] for the Fan Cowls and [*****] for the Exhaust Nozzle/Plug Kits.
For clarification purposes, the Pricing in the MOA in August 2007 is for the baseline statement of work, 314U800-01 Rev New dated December 6, 2006, and all Changes subsequent to the baseline statement of work are not included in the SBP Attachment 1B pricing set forth above.
If Buyer, [*****] prior to the [*****] Period of Performance end date has notified Seller of its intent to contract with Seller as a single source supplier, then [*****] prior to the end of the [*****] period of performance, Seller will
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
propose pricing for the following [*****] or a period agreed upon by the Parties. The parties will negotiate pricing in good faith based on then-prevailing market conditions for 747-8 Nacelle hardware.
3. With reference to SBP Section 4.1.1 Interim Extension Pricing, wording in section 4.1.1 is superseded in its entirety by the following for the statement of work listed in this SBP Attachment 1B:
If the parties are unable to reach agreement on Pricing by the date which is [*****] prior to [*****], then such matter shall be resolved pursuant to GTA Section 33.0. If any dispute for Pricing continues after the period of performance then interim pricing shall be established. Interim Pricing shall be the then current Base Price adjusted in accordance with SBP Attachment 20 and escalated annually using the indices outlined below. At such time as a resolution on Pricing has been achieved, an appropriate debit or credit will be made retroactive to the day after the expiration of the period of performance of this Attachment 1B of the SBP.
A. Material - [*****]
B. Labor - [*****]
4. With reference to SBP Section 5.2 Recurring Payment, wording in section 5.2 is superseded in its entirety by the following, for the statement of work listed in this Attachment 1B:
Unless otherwise provided under written agreement between the Parties, payments shall be paid in immediately available funds net [*****] calendar days after the shipment date (the date items are received by the carrier from Seller). Except in the case of an Order requiring Pay-From Receipt, the date of payment is calculated from the later of (a) the date the items are delivered to Boeing at its manufacturing site, (b) the date of receipt of a correct and valid invoice or (c) the scheduled delivery date of such Product. Payment shall be done electronically as mutually agreed. Boeing agrees to promptly notify Seller if it receives an invoice Boeing believes to be incorrect.
All Payments are subject to adjustment for shortages, credits and rejections.
5. With reference to SBP Section 5.2.1 Non-Recurring Payment, the first paragraph and only the first paragraph, beginning Non-Recurring Payment... is superseded by the following for the statement of work listed in this Attachment 1B.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Non-Recurring Tooling payment shall be paid in immediately available funds net [*****] calendar days after receipt by Boeing of both a correct and valid invoice and where required a completed and approved certified tool list (CTL) (whichever is later).
6. With reference to SBP Section 7.5 Schedule Acceleration/Deceleration and SBP Attachment 6 Lead Time Matrix, the 747-8 Nacelle Hardware listed in this Attachment 1B will be subject to the same 747 Strut/Nacelle (S/N) Lead Times, as outlined in Amendment 5 of SBP MS-65530-0016 Atch 6, column 747.
7. With reference to SBP Attachment 16 Boeing Provided Details and Supplier Banked material, Attachment 16 will be updated to reflect the current GE115 Boeing Provided Details for installation on the Inlet.
8. With reference to SBP Attachment 20 Quantity Based Price Adjustment Formula, Attachment 20 is deleted in its entirety and not applicable for the statement of work listed in this Attachment 1B.
9. With reference to SBP Attachment 22 Abnormal Escalation, Attachment 22 is deleted in its entirety and not applicable for the statement of work listed in this Attachment 1B.
The Parties acknowledge and agree that those provisions that have been amended in this Attachment 1B do not amend the same provisions for the rest of the Contract.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 2 TO
SPECIAL BUSINESS PROVISIONS
PRODUCTION ARTICLE DEFINITION AND CONTRACT CHANGE NOTICES
(Reference SBP Section 3.3.2.1, 3.3.2.2, 3.3.4.6, 3.4.1)
A. Configuration
The configuration of each Production Article shall be as described in the latest released Supplier Specification Plan (SSP) revision in the Order and/or in the Contract Change Notices listed in Paragraph B below as such Contract Change Notices relate to the configuration of any Production Article:
B. Contract Change Notices
The following Contract Change Notices are hereby incorporated into this SBP.
Amendment 1 incorporates:
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Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
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Amendment 2 incorporates:
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Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Amendment 2 incorporates - continued:
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Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
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Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Amendment 3 incorporates:
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Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
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|
686R1 |
687 |
|
688(2) |
|
688 |
|
689 |
|
689 (2) |
|
690 (2) |
|
690 |
691 |
|
692 |
|
693 |
|
694 |
|
695 |
|
697 |
|
698 |
699 |
|
700 R1 |
|
701 |
|
702 R1 |
|
703 |
|
705 |
|
706 |
707 |
|
707 Rev A |
|
708 |
|
709 |
|
710 |
|
711 |
|
712 |
713 |
|
714 |
|
715 |
|
716 |
|
717 |
|
718 |
|
719 |
721 |
|
722 |
|
723 |
|
724 |
|
725 |
|
726 |
|
727 |
728 |
|
729 |
|
730 |
|
731 |
|
732 |
|
733 |
|
734 |
735 |
|
736 |
|
737 |
|
738 |
|
739 |
|
740 |
|
742 |
743 |
|
744 |
|
745 |
|
746 |
|
747 |
|
748 |
|
749 |
750 |
|
751 |
|
752 |
|
753 |
|
754 |
|
755 |
|
757 |
758 |
|
759 |
|
760 |
|
761 |
|
762 |
|
763 |
|
764 |
765 |
|
766 |
|
767 |
|
768 |
|
769 |
|
770 |
|
771 |
772 |
|
773 |
|
774 |
|
775 |
|
778 |
|
779 |
|
780 |
781 |
|
782 |
|
784 |
|
785 |
|
786 |
|
787 |
|
788 |
789 |
|
790R1 |
|
791 |
|
792 |
|
794 |
|
795 |
|
796 |
798 |
|
799 R1 |
|
800 |
|
801 |
|
802 RI |
|
803 |
|
804 |
805 |
|
806 |
|
807 |
|
808 |
|
811 |
|
812 |
|
813 |
814 |
|
816 |
|
817R1 |
|
819 |
|
820 |
|
822 |
|
823 |
824R1 |
|
82581 |
|
826 |
|
827 |
|
828 |
|
829 |
|
830 |
830 R1 |
|
831 |
|
833 |
|
834 |
|
836 |
|
838R1 |
|
839 |
840 |
|
841 |
|
842 |
|
843 |
|
844 |
|
845 |
|
847REV B |
848 |
|
849 |
|
850 |
|
850 |
|
851 |
|
852 |
|
853 |
857 |
|
858 |
|
859 |
|
860 |
|
861 R1 |
|
864 |
|
868 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
874 |
|
875 |
|
876 |
|
879 |
|
880 |
|
881 |
|
883 |
885 |
|
899 |
|
904 |
|
916R2 |
|
939 |
|
|
|
|
Amendment 4 incorporates:
214R2 |
|
309R3 |
|
444 |
|
445 |
|
460 |
|
479 |
|
484 |
490 |
|
495 |
|
513 |
|
549R1 |
|
596 |
|
619R1 |
|
624 |
631 |
|
632 |
|
639 R3 |
|
663 |
|
673R1 |
|
692R1 |
|
695 (2) |
751(2) |
|
752 |
|
756 |
|
769R2 |
|
773R1 |
|
774R1 |
|
776 |
791R1 |
|
793 |
|
796R1 |
|
800R1 |
|
802R2 |
|
803R1 |
|
809 |
810 |
|
815 |
|
818 |
|
821 |
|
840(2) |
|
850R1 |
|
855 |
856 |
|
862R1 |
|
866 |
|
867 |
|
870 |
|
873 |
|
877 |
878 |
|
882 |
|
884 |
|
885 |
|
886 |
|
887R1 |
|
888 |
889 |
|
890 (2) |
|
892 |
|
893 |
|
894 |
|
895 |
|
896 |
897 |
|
898 |
|
899 |
|
900 |
|
901 |
|
902 |
|
903 |
905 |
|
906 |
|
907 |
|
908R2 |
|
909R1 |
|
910 |
|
911 |
912 |
|
913 |
|
914 |
|
915 |
|
918 |
|
919 |
|
920 |
921 |
|
922 |
|
923 |
|
924R1 |
|
925 |
|
926 |
|
927 |
928 |
|
929 |
|
930 |
|
933 |
|
935R1 |
|
936 |
|
937 |
938 |
|
940 |
|
942 |
|
947 |
|
948 |
|
949 |
|
950 |
951 |
|
952 |
|
953 |
|
954 |
|
958 |
|
959R1 |
|
962 |
963 |
|
964 |
|
965 |
|
967 |
|
968 |
|
970 |
|
972 |
975 |
|
976R2 |
|
977 |
|
979 |
|
981 |
|
982 |
|
983 |
983(2) |
|
984 |
|
985 |
|
986 |
|
987 (2) |
|
991 |
|
992 |
993 |
|
994 |
|
995 |
|
996R1 |
|
997 |
|
997 (2) |
|
999 |
1000 |
|
1001 |
|
1002 |
|
1003 |
|
1006 |
|
1008 |
|
1009 |
1012 |
|
1013 |
|
1014 |
|
1015 |
|
1016 |
|
1017 |
|
1030 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
1032 |
|
1035 |
|
1040 |
|
1047 |
|
1071 |
|
1081 |
|
1092 |
1132 |
|
1133 |
|
1134 |
|
1135 |
|
1137R2 |
|
1142 |
|
1146 |
1153 |
|
1271 |
|
1328 |
|
|
|
|
|
|
|
|
Amendment 5 incorporates:
443 |
|
461 |
|
585 |
|
700R2 |
|
704 |
|
716(2) |
|
803R1 |
821R1 |
|
884R1 |
|
969 |
|
1011 |
|
1018 |
|
1019 |
|
1020 |
1023 |
|
1024 |
|
1025 |
|
1026 |
|
1027 |
|
1028 |
|
1033R1 |
1034 |
|
1036 |
|
1037 |
|
1038 |
|
1039 |
|
1042 |
|
1043 |
1045 |
|
1046 |
|
1048 |
|
1049 |
|
1050 |
|
1051 |
|
1053 |
1054 |
|
1055 |
|
1058 |
|
1059 |
|
1060 |
|
1061 |
|
1062 |
1065 |
|
1066 |
|
1067 |
|
1068 |
|
1069 |
|
1070 |
|
1073 |
1074 |
|
1075 |
|
1076 |
|
1077 |
|
1078 |
|
1079 |
|
1080 |
1083 |
|
1084 |
|
1085 |
|
1086 |
|
1087 |
|
1088 |
|
1089 |
1090 |
|
1091 |
|
1093 |
|
1094 |
|
1095 |
|
1097 |
|
1098 |
1099 |
|
1100 |
|
1101 |
|
1102 |
|
1103 |
|
1104 |
|
1105 |
1106 |
|
1107 |
|
1108 |
|
1109 |
|
1110 |
|
1113 |
|
1114 |
1114R1 |
|
1115 |
|
1116 |
|
1117 |
|
1118 |
|
1119 |
|
1120 |
1121 |
|
1122 |
|
1123 |
|
1124RevA |
|
1125 |
|
1126 |
|
1127 |
1128 |
|
1129 |
|
1130 |
|
1131 |
|
1136 |
|
1138RevA |
|
1139 |
1140 |
|
1141 |
|
1143 |
|
1144 |
|
1145 RevA |
|
1147 |
|
1148 |
1149R1 |
|
1150 |
|
1151 |
|
1152 |
|
1154 |
|
1155 |
|
1156 |
1157 |
|
1158 |
|
1159 |
|
1160 |
|
1161 |
|
1162 |
|
1164 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
1165 |
|
1166 |
|
1167 |
|
1168 |
|
1169 |
|
1170 |
|
1171 |
1172 |
|
1173 |
|
1174 |
|
1175 |
|
1177 |
|
1178 |
|
1179 |
1180 |
|
1181 |
|
1182 |
|
1184 |
|
1185 |
|
1186 |
|
1187 |
Amendment 5 incorporates - continued
1190 |
|
1191 |
|
1192 |
|
1193 |
|
1194 |
|
1195 |
|
1197 |
1198 |
|
1200 |
|
1201 |
|
1202 |
|
1204 |
|
1205 |
|
1206 |
1208 |
|
1209 |
|
1210 |
|
1211 |
|
1212 |
|
1213 |
|
1214 |
1215R1 |
|
1217 |
|
1219 |
|
1220 |
|
1221 |
|
1223 |
|
1224 |
1225 |
|
1226 |
|
1228 |
|
1229 |
|
1230 |
|
1231 |
|
1232 |
1233 |
|
1234 |
|
1241 |
|
1243 |
|
1244R2 |
|
1245 |
|
1246 |
1247 |
|
1249 |
|
1251 |
|
1253 |
|
1255 |
|
1256 |
|
1257 |
1259 |
|
1260 |
|
1261 |
|
1263 |
|
1264 |
|
1266 |
|
1267 |
1268 |
|
1269 |
|
1270 |
|
1273 |
|
1274 |
|
1275 |
|
1276 |
1277 |
|
1278 |
|
1279 |
|
1280 |
|
1281 |
|
1282 |
|
1283 |
1284R1 |
|
1285 |
|
1286 |
|
1287 |
|
1288 |
|
1290 |
|
1291 |
1293 |
|
1294 |
|
1295 |
|
1296 |
|
1297 |
|
1299 |
|
1300 |
1301 |
|
1302 |
|
1303 |
|
1304 |
|
1305 |
|
1306 |
|
1308 |
1312 |
|
1313 |
|
1315 |
|
1316 |
|
1317 |
|
1318R1 |
|
1319 |
1320 |
|
1321 |
|
1322R1 |
|
1323 |
|
1325 |
|
1326 |
|
1327 |
1329 |
|
1330 |
|
1331 |
|
1332 |
|
1333 |
|
1334 |
|
1335 |
1336 |
|
1337 |
|
1338 |
|
1339 |
|
1340 |
|
1341 |
|
1343 |
1344 |
|
1345 |
|
1346 |
|
1347 |
|
1348 |
|
1349 |
|
1350 |
1351 |
|
1352 |
|
1353 |
|
1354 |
|
1355 |
|
1356 |
|
1357 |
1359 Rev6 |
|
1360R1 |
|
1361 |
|
1362 |
|
1364 |
|
1365 |
|
1366 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
1367 |
|
1388 |
|
1369 |
|
1370 |
|
1371 |
|
1372 |
|
1373 |
1374 |
|
1375 |
|
1376R2 |
|
1377 |
|
1378 |
|
1379 |
|
1380 |
1381 |
|
1382 |
|
1383 |
|
1384 |
|
1385 |
|
1386 |
|
1387 |
1388 |
|
1389R2 |
|
1390 |
|
1391 |
|
1392 |
|
1393 |
|
1395 |
1398 |
|
1399 |
|
1400 |
|
1401 |
|
1402 |
|
1403 |
|
1404RevA |
1407R2 |
|
1408 |
|
1409 |
|
1410 |
|
1411 |
|
1412 |
|
1415 |
1416 |
|
1417 |
|
1418 |
|
1419 |
|
1420 |
|
1421 |
|
1422 |
1423 |
|
1424 |
|
1425 |
|
1426 RevD |
|
1427 |
|
1428 |
|
1429 |
1430 |
|
1431 |
|
1432 |
|
1433 |
|
1434 |
|
|
|
1436 |
1438 |
|
1439R1 |
|
1440 |
|
1441 |
|
1442 |
|
1443 |
|
1444 |
1445 |
|
1446 |
|
1447 |
|
1449 |
|
1450 |
|
1451 |
|
1452 |
1454 |
|
1455 |
|
1456 |
|
1457 |
|
1458 |
|
1459 |
|
1460 |
1461 |
|
1462 |
|
1463R1 |
|
1464 |
|
1465 |
|
1466 |
|
1467 |
1468 |
|
1469 |
|
1470 |
|
1471 |
|
1473 |
|
1474 |
|
1475 |
1476 |
|
1477R2 |
|
1478 |
|
1479R1 |
|
1481 |
|
1482 |
|
1484 |
1485 |
|
1486 |
|
1487 |
|
1488 |
|
1489 |
|
1490 |
|
1492 |
1494R1 |
|
1498 |
|
1499R1 |
|
1501 |
|
1502 |
|
1503 |
|
1504 |
1505 |
|
1506R2 |
|
1507 |
|
1509 |
|
1510 |
|
1511 |
|
1512R1 |
1513R1 |
|
1514 |
|
1515 |
|
1516 |
|
1517 |
|
1518 |
|
1519 |
1520 |
|
1522 |
|
1523 |
|
1524 |
|
1525 |
|
1526 |
|
1527 |
1528 |
|
1529 |
|
1530 |
|
1531 |
|
1532 |
|
1633 |
|
1534 |
1535 |
|
1536 |
|
1537 |
|
1538 |
|
1539 |
|
1540 |
|
1541 |
1542 |
|
1543 |
|
1544 |
|
1546 |
|
1549 |
|
1550 |
|
1551 |
1552 |
|
1553 |
|
1556 |
|
1557 |
|
1558 |
|
1559 |
|
1560 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
1561 |
|
1562 |
|
1565 |
|
1569 |
|
1570 |
|
1571 |
|
1572 |
1573 |
|
1576 |
|
1577 |
|
1578 |
|
1580R2 |
|
1581 |
|
1584 |
1585 |
|
1586 |
|
1587 |
|
1588 |
|
1589 |
|
1591 |
|
1592 |
1593 |
|
1596 |
|
1597 |
|
1598 |
|
1599 |
|
1600 |
|
1601 |
1602 |
|
1603 |
|
1604 |
|
1605 |
|
1606 |
|
1607 |
|
1608 |
1609 |
|
1611 |
|
1612 |
|
1613 |
|
1614 |
|
1615R2 |
|
1616 |
1617 |
|
1618 |
|
1619 |
|
1620 |
|
1622 |
|
1623 |
|
1624 |
1625 |
|
1626 |
|
1627 |
|
1628 |
|
1629 |
|
1630 |
|
1632 |
1633 |
|
1634 |
|
1635 |
|
1636 |
|
1637 |
|
1638 |
|
1639 |
1640 |
|
1641 |
|
1642 |
|
1644 |
|
1645 |
|
1646 |
|
1647 |
1648 |
|
1649 |
|
1650 |
|
1651 |
|
1652 |
|
1653 |
|
1654 |
1655 |
|
1656 |
|
1657 |
|
1658 |
|
1659 |
|
1661 |
|
1662 |
1663 |
|
1664 |
|
1665 |
|
1666 |
|
1667 |
|
1668 |
|
1669R1 |
1670 |
|
1671 |
|
1672 |
|
1674 |
|
1675 |
|
1676 |
|
1677 |
1678 |
|
1679 |
|
1680 |
|
1681 |
|
1682 |
|
1683 |
|
1684 |
1685 |
|
1687 |
|
1688 |
|
1689 |
|
1690 |
|
1691 |
|
1692 |
1693 |
|
1694 |
|
1695 |
|
1696 |
|
1697 |
|
1698 |
|
1699 |
1700 |
|
1701 |
|
1702 |
|
1703 |
|
1704 |
|
1705 |
|
1706 |
1707 |
|
1708 |
|
1709 |
|
1710 |
|
1711 |
|
1712 |
|
1713 |
1715 |
|
1716 |
|
1717 |
|
1718 |
|
1719 |
|
1720 |
|
1721 |
1722 |
|
1723 |
|
1724 |
|
1728 |
|
1729 |
|
1730 |
|
1731 |
1732 |
|
1733 |
|
1734 |
|
1735 |
|
1736 |
|
1737 |
|
1738 |
1739 |
|
1740 |
|
1741 |
|
1745 |
|
1746 |
|
1747 |
|
1748 |
1749 |
|
1751 |
|
1752 |
|
1753 |
|
1754 |
|
1755 |
|
1756 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
1757 |
|
1758 |
|
1759 |
|
1760 |
|
1761 |
|
1762 |
|
1763 |
1764 |
|
1765 |
|
1766R1 |
|
1767 |
|
1769 |
|
1770 |
|
1771 |
1772 |
|
1773 |
|
1774 |
|
1775 |
|
1776 |
|
1777 |
|
1778 |
1779 |
|
1780 |
|
1781 |
|
1783 |
|
1784 |
|
1785 |
|
1786 |
1788 |
|
1789 |
|
1790 |
|
1794 |
|
1795 |
|
1797 |
|
1798 |
1799 |
|
1800 |
|
1803 |
|
1807 |
|
1808 |
|
1809 |
|
1810 |
1811 |
|
1842 |
|
1813 |
|
18141815 |
|
1816 |
|
1817 |
|
1818 |
1819 |
|
1820 |
|
1821 |
|
1822 |
|
1823 |
|
1824 |
|
1825 |
1826 |
|
1827 |
|
1828 |
|
1829 |
|
1830 |
|
1831 |
|
1832 |
1835 |
|
1836 |
|
1837 |
|
1838 |
|
1839 |
|
1840 |
|
1842 |
1843 |
|
1844 |
|
1845 |
|
1846 |
|
1847 |
|
1848 |
|
1849 |
1850 |
|
1851 |
|
1852 |
|
1853 |
|
1854R1 |
|
1855 |
|
1856 |
1857 |
|
1858 |
|
1859 |
|
1860 |
|
1861 |
|
1862 |
|
1863 |
1864 |
|
1865 |
|
1866 |
|
1867 |
|
1868 |
|
1869 |
|
1870 |
1871 |
|
1872 |
|
1873 |
|
1874 |
|
1875 |
|
1876 |
|
1877 |
1878 |
|
1879 |
|
1880 |
|
1882 |
|
1883 |
|
1885 |
|
1886 |
1887 |
|
1888R1 |
|
1889 |
|
1890 |
|
1891 |
|
1892R1 |
|
1893 |
1894 |
|
1895 |
|
1896 |
|
1897 |
|
1898 |
|
1899 |
|
1900 |
1901 |
|
1902 |
|
1903 |
|
1904 |
|
1905 |
|
1906 |
|
1907 |
1908 |
|
1909 |
|
1910 |
|
1911 |
|
1912 |
|
1913 RevA |
|
1914 |
1915 |
|
1916 |
|
1917 |
|
1918 |
|
1919 |
|
1920 |
|
1922 |
1924 |
|
1925 |
|
1926 |
|
1927 |
|
1928 |
|
1929 |
|
1930 |
1931 |
|
1932 |
|
1933 |
|
1934 |
|
1935 |
|
1936 |
|
1937 |
1938 |
|
1939 |
|
1940 |
|
1941 |
|
1942 |
|
1943 |
|
1945 |
1946 |
|
1947 |
|
1948 |
|
1949 |
|
1956 |
|
1972 |
|
1974 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
1984 |
|
1986 |
|
1998 |
|
2000 |
|
2012 |
|
2013 |
|
2032 |
2040 |
|
2058 |
|
2107 |
|
2108 |
|
2109 |
|
2110 |
|
2111 |
2114 |
|
2115 |
|
2117 |
|
2119 |
|
2120 |
|
2138 |
|
2144 |
2145 |
|
2146 |
|
2147 |
|
2163 |
|
2168 |
|
2190 |
|
|
Amendment 6 incorporates:
841 (2) |
|
1022 |
|
1163 |
|
1183 |
|
1188 |
|
1196 |
|
1199 |
1203 |
|
1218 |
|
1227 |
|
1235 |
|
1252 |
|
1265 |
|
1338 |
1406 R1 |
|
1412 |
|
1422 |
|
1423 |
|
1430 |
|
1454 |
|
1480 |
1488 |
|
1491 |
|
1557R1 |
|
1574 |
|
1582 |
|
1583 |
|
1610 |
1621 |
|
1631 |
|
1643 |
|
1660 |
|
1725 |
|
1726 |
|
1727 |
1750 |
|
1768 |
|
1791 |
|
1792 |
|
1793 |
|
1865R1 |
|
1871R1 |
1881 |
|
1921 |
|
1923 |
|
1949R1 |
|
1950 |
|
1951 |
|
1952 |
1953 |
|
1954 |
|
1955 |
|
1957 |
|
1958 |
|
1959 |
|
1960 |
1961 |
|
1962 |
|
1964 |
|
1965 |
|
1966 |
|
1967 |
|
1968 |
1969 |
|
1970 |
|
1971 |
|
1975 |
|
1976 |
|
1977 |
|
1978 |
1979 |
|
1980 |
|
1982 |
|
1963 |
|
1985 |
|
1987 |
|
1988 |
1989 |
|
1990 |
|
1991 |
|
1992 |
|
1993 |
|
1994 |
|
1995 |
1996 |
|
1997 |
|
1999 |
|
2001 |
|
2002 |
|
2003 |
|
2004 |
2005 |
|
2006 |
|
2007 |
|
2008 |
|
2009 |
|
2011R1 |
|
2013R1 |
2014 |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
2019 |
|
2020 |
2021 |
|
2022 |
|
2023 |
|
2024 |
|
2025 |
|
2026 |
|
2027 |
2028 |
|
2029 |
|
2030 |
|
2031 |
|
2033 |
|
2034 |
|
2035 |
2036R2 |
|
2037 |
|
2038 |
|
2039 |
|
2041R1 |
|
2042 |
|
2043 |
2045 |
|
2047 |
|
2048 |
|
2049 |
|
2050 |
|
2051 |
|
2052 |
2053 |
|
2054 |
|
2055 |
|
2056 |
|
2057 |
|
2059 |
|
2060R1 |
2061 |
|
2065R2 |
|
2066 |
|
2067 |
|
2068 |
|
2069 |
|
2070 |
2071 |
|
2072 |
|
2073 |
|
2074 |
|
2075 |
|
2076 |
|
2077 |
2078 |
|
2079 |
|
2080 |
|
2081 |
|
2086 |
|
2087 |
|
2089 |
2090 |
|
2091 |
|
2092 |
|
2093 |
|
2094 |
|
2095 |
|
2096 |
2097 |
|
2098 |
|
2099 |
|
2100 |
|
2101 |
|
2103 |
|
2104 |
2105 |
|
2110 |
|
2112 |
|
2113 |
|
2116 |
|
2121 |
|
2122 |
2123 |
|
2124 |
|
2125 |
|
2126 |
|
2128 |
|
2129 |
|
2130 |
2131 |
|
2132 |
|
2133 |
|
2134 |
|
2135 |
|
2136 |
|
2137 |
2141 |
|
2142 |
|
2143 |
|
2146R1 |
|
2146R2 |
|
2146R3 |
|
2147R1 |
2147R2 |
|
2147R3 |
|
2147R4 |
|
2151 |
|
2152 |
|
2154 |
|
2155 |
2156 |
|
2157 |
|
2159 |
|
2160 |
|
2161 |
|
2162 |
|
2164 |
2165 |
|
2166 |
|
2167 |
|
2168 |
|
2169 |
|
2170 |
|
2171 |
2172 |
|
2173 |
|
2174 |
|
2175 |
|
2176 |
|
2177 |
|
2178 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
2179 |
|
2180 |
|
2181 |
|
2182 |
|
2183 |
|
2184 |
|
2185 |
2186 |
|
2187 |
|
2188 |
|
2189 |
|
2191 |
|
2192 |
|
2193 |
2194 |
|
2195 |
|
2197 |
|
2198 |
|
2199 |
|
2200 |
|
2201 |
2202 |
|
2203 |
|
2204 |
|
2205 |
|
2206 |
|
2207 |
|
2208 |
2209 |
|
2210 |
|
2211 |
|
2214 |
|
2215 |
|
2216 |
|
2217 |
2218 |
|
2219 |
|
2220 |
|
2221 |
|
2221 |
|
2224 |
|
2225 |
2226 |
|
2227 |
|
2228 |
|
2229 |
|
2230 |
|
2231 |
|
2232 |
2233 |
|
2234 |
|
2235 |
|
2236 |
|
2237 |
|
2238 |
|
2239 |
2240 |
|
2241 |
|
2242 |
|
2243 |
|
2244 |
|
2245 |
|
2246 |
2247 |
|
2248 |
|
2249 |
|
2250 |
|
2251 |
|
2252 |
|
2253 |
2254 |
|
2255 |
|
2256 |
|
2257 |
|
2258 |
|
2259 |
|
2260 |
2261 |
|
2262 |
|
2264 |
|
2263 |
|
2265 |
|
2266 |
|
2267 |
Amendment 6 incorporates - continued:
2268 |
|
2269 |
|
2270 |
|
2271 |
|
2272 |
|
2273 |
|
2274 |
2275 |
|
2276 |
|
2277 |
|
2278 |
|
2279 |
|
2280 |
|
2281 |
2282 |
|
2283 |
|
2284 |
|
2285 |
|
2286 |
|
2287 |
|
2288 |
2289 |
|
2290 |
|
2291 |
|
2292 |
|
2293 |
|
2294 |
|
2295 |
2296 |
|
2297 |
|
2298 |
|
2299 |
|
2301 |
|
2303 |
|
2304 |
2305 |
|
2306 |
|
2307 |
|
2308 |
|
2309 |
|
2310 |
|
2311 |
2312 |
|
2313 |
|
2314 |
|
2315 |
|
2316 |
|
2317 |
|
2318 |
2319 |
|
2320 |
|
2321 |
|
2322 |
|
2323 |
|
2324 |
|
2325 |
2326 |
|
2327 |
|
2328 |
|
2329 |
|
2330 |
|
2331 |
|
2332 |
2333 |
|
2334 |
|
2335 |
|
2336 |
|
2337 |
|
2338 |
|
2339 |
2340 |
|
2341 |
|
2342 |
|
2343 |
|
2344 |
|
2345 |
|
2346 |
2347 |
|
2348 |
|
2349 |
|
2350R1 |
|
2351 |
|
2352 |
|
2353 |
2354 |
|
2355 |
|
2356 |
|
2357 |
|
2358 |
|
2359 |
|
2360 |
2361 |
|
2362 |
|
2363 |
|
2364 |
|
2365R1 |
|
2366 |
|
2367 |
2368 |
|
2369 |
|
2370 |
|
2371 |
|
2372 |
|
2373 |
|
2374 |
2375 |
|
2376 |
|
2377 |
|
2378 |
|
2379 |
|
2380 |
|
2381 |
2382 |
|
2383 |
|
2384 |
|
2385 |
|
2386 |
|
2387 |
|
2388 |
2389 |
|
2390 |
|
2391 |
|
2392 |
|
2393 |
|
2394 |
|
2395 |
2396 |
|
2397 |
|
2398 |
|
2399 |
|
2400 |
|
2401 |
|
2402 |
2403 |
|
2404 |
|
2405 |
|
2406 |
|
2407 |
|
2408 |
|
2409 |
2410 |
|
2411 |
|
2412 |
|
2413 |
|
2414 |
|
2415 |
|
2416 |
2417 |
|
2418 |
|
2419 |
|
2422 |
|
2423 |
|
2424 |
|
2425 |
2426 |
|
2427 |
|
2428 |
|
2429 |
|
2430 |
|
2431 |
|
2432 |
2436R1 |
|
2437 |
|
2438 |
|
2439 |
|
2440 |
|
2441 |
|
2442 |
2443 |
|
2444 |
|
2445 |
|
2446 |
|
2447 |
|
2448 |
|
2449 |
2450 |
|
2451 |
|
2452 |
|
2453 |
|
2454 |
|
2455 |
|
2456 |
2457 |
|
2458 |
|
2459 |
|
2460 |
|
2461 |
|
2462 |
|
2463 |
2464 |
|
2465 |
|
2467 |
|
2470 |
|
2471 |
|
2472 |
|
2473 |
2474 |
|
2475 |
|
2476 |
|
2477 |
|
2478 |
|
2479 |
|
2480 |
2481 |
|
2482 |
|
2483 |
|
2484 |
|
2485 |
|
2486 |
|
2487 |
2489 |
|
2492 |
|
2493 |
|
2494 |
|
2495 |
|
2496 |
|
2497 |
2498 |
|
2499 |
|
2500 |
|
2501 |
|
2502 |
|
2503 |
|
2504 |
2505 |
|
2506 |
|
2508 |
|
2509 |
|
2510 |
|
2510 |
|
2511 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
2512 |
|
2513 |
|
2514 |
|
2515 |
|
2516 |
|
2517 |
|
2518 |
2519 |
|
2520 |
|
2521 |
|
2522 |
|
2523 |
|
2524 |
|
2525 |
2526 |
|
2527 |
|
2528 |
|
2529 |
|
2530 |
|
2531 |
|
2532 |
2533 |
|
2534 |
|
2535 |
|
2536 |
|
2537 |
|
2538 |
|
2539 |
2540 |
|
2542 |
|
2543 |
|
2544 |
|
2545 |
|
2546 |
|
2547 |
2548 |
|
2549 |
|
2550 |
|
2551 |
|
2552 |
|
2553R1 |
|
2554 |
2555 |
|
2556 |
|
2557 |
|
2558 |
|
2559 |
|
2560 |
|
2561 |
2562 |
|
2563 |
|
2564 |
|
2565 |
|
2566 |
|
2567 |
|
2568 |
2569 |
|
2570 |
|
2571 |
|
2572 |
|
2573 |
|
2574 |
|
2575 |
2576 |
|
2577 |
|
2578 |
|
2579 |
|
2580 |
|
2581 |
|
2582 |
2583 |
|
2584 |
|
2585 |
|
2586 |
|
2587 |
|
2588 |
|
2589 |
2590 |
|
2591 |
|
2592 |
|
2593 |
|
2594 |
|
2595 |
|
2596 |
Amendment 6 incorporates continued:
2597 |
|
2598 |
|
2599 |
|
2600 |
|
2601 |
|
2602 |
|
2603 |
2604R1 |
|
2606 |
|
2607 |
|
2608 |
|
2609 |
|
2610 |
|
2611 |
2612 |
|
2613 |
|
2614 |
|
2615 |
|
2616 |
|
2617 |
|
2618 |
2619 |
|
2620 |
|
2621 |
|
2622 |
|
2623 |
|
2624 |
|
2625 |
2626 |
|
2627 |
|
2628 |
|
2629 |
|
2630 |
|
2631 |
|
2632 |
2633 |
|
2634 |
|
2635 |
|
2636 |
|
2637 |
|
2638 |
|
2639 |
2640 |
|
2641 |
|
2642 |
|
2643 |
|
2644 |
|
2645 |
|
2646 |
2647 |
|
2648 |
|
2649 |
|
2650 |
|
2651 |
|
2653 |
|
2654 |
2655 |
|
2656 |
|
2657 |
|
2658 |
|
2659 |
|
2660 |
|
2661 |
2662 |
|
2663 |
|
2664 |
|
2665 |
|
2666 |
|
2667 |
|
2668 |
2669 |
|
2670 |
|
2671 |
|
2672 |
|
2673 |
|
2674 |
|
2675 |
2676 |
|
2677 |
|
2678 |
|
2679 |
|
2680 |
|
2681 |
|
2682 |
2683 |
|
2684 |
|
2685 |
|
2686 |
|
2687 |
|
2688 |
|
2689 |
2690 |
|
2691 |
|
2692 |
|
2693 |
|
2695 |
|
2696 |
|
2697 |
2698 |
|
2699 |
|
2700 |
|
2701 |
|
2702 |
|
2703 |
|
2704 |
2705 |
|
2706 |
|
2707 |
|
2708 |
|
2709 |
|
2710 |
|
2711 |
2712 |
|
2713 |
|
2714 |
|
2715 |
|
2716 |
|
2717 |
|
2718 |
2719 |
|
2720 |
|
2721 |
|
2722 |
|
2723 |
|
2724 |
|
2725 |
2726 |
|
2727 |
|
2728 |
|
2729 |
|
2730 |
|
2731 |
|
2732RA |
2733 |
|
2735 |
|
2736 |
|
2737 |
|
2738 |
|
2739 |
|
2740 |
2741 |
|
2742 |
|
2743 |
|
2744R1 |
|
2745 |
|
2746 |
|
2748 |
2749 |
|
2750 |
|
2751 |
|
2752 |
|
2753 |
|
2754 |
|
2755 |
2756 |
|
2757 |
|
2758 |
|
2759 |
|
2760 |
|
2761 |
|
2762 |
2763 |
|
2764 |
|
2765 |
|
2766 |
|
2767 |
|
2768 |
|
2769 |
2770 |
|
2771 |
|
2772 |
|
2773 |
|
2774 |
|
2775 |
|
2776 |
2777 |
|
2778 |
|
2779 |
|
2780 |
|
2781 |
|
2782 |
|
2783 |
2784 |
|
2785 |
|
2786 |
|
2787 |
|
2788 |
|
2789 |
|
2790 |
2791 |
|
2792 |
|
2793 |
|
2794 |
|
2795 |
|
2796 |
|
2797 |
2798 |
|
2799 |
|
2800 |
|
2801 |
|
2803 |
|
2804 |
|
2805 |
2806 |
|
2807 |
|
2808 |
|
2809 |
|
2810 |
|
2811 |
|
2811R1 |
2812 |
|
2813 |
|
2814 |
|
2815 |
|
2815R1 |
|
2816 |
|
2818 |
2819 |
|
2820 |
|
2821 |
|
2822 |
|
2823 |
|
2824 |
|
2825 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
2826 |
|
2827 |
|
2828 |
|
2829 |
|
2830 |
|
2831 |
|
2832 |
2833 |
|
2834 |
|
2835 |
|
2836 |
|
2837 |
|
2838 |
|
2839 |
2840R1 |
|
2840R2 |
|
2841 |
|
2842 |
|
2843 |
|
2844 |
|
2845 |
2846 |
|
2847 |
|
2848 |
|
2849 |
|
2850 |
|
2852 |
|
2853 |
2854 |
|
2855 |
|
2856 |
|
2858 |
|
2859 |
|
2860 |
|
2861 |
2862 |
|
2863 |
|
2864 |
|
2865 |
|
2866 |
|
2867 |
|
2868 |
2869 |
|
2870 |
|
2871 |
|
2872 |
|
2874 |
|
2879 |
|
2882 |
2886 |
|
2887 |
|
2888 |
|
2889 |
|
2890 |
|
2891 |
|
2892 |
2893 |
|
2895 |
|
2896 |
|
2897 |
|
2898 |
|
2899 |
|
2900 |
2901 |
|
2902 |
|
2903 |
|
2904 |
|
2905 |
|
2906 |
|
2907 |
2908 |
|
2910 |
|
2911 |
|
2912 |
|
2913 |
|
2914 |
|
2915 |
2916 |
|
2917 |
|
2918 |
|
2919 |
|
2920 |
|
2921 |
|
2922 |
2923 |
|
2924 |
|
2926 |
|
2927 |
|
2928 |
|
2929 |
|
2930 |
Amendment 6 incorporates - continued
2931 |
|
2932 |
|
2933 |
|
2934 |
|
2935 |
|
2936 |
|
2937 |
2937R1 |
|
2938 |
|
2939 |
|
2940 |
|
2941 |
|
2942 |
|
2943 |
2944 |
|
2945 |
|
2946 |
|
2947 |
|
2948 |
|
2949 |
|
2950 |
2951 |
|
2952 |
|
2953 |
|
2954 |
|
2955 |
|
2956 |
|
2957 |
2958 |
|
2959 |
|
2960 |
|
2961 |
|
2962 |
|
2963 |
|
2964 |
2965 |
|
2966 |
|
2967 |
|
2968 |
|
2969 |
|
2970 |
|
2971 |
2972 |
|
2973 |
|
2974 |
|
2975 |
|
2976 |
|
2977 |
|
2978 |
2979 |
|
2980 |
|
2981 |
|
2982 |
|
2983 |
|
2984 |
|
2985 |
2986 |
|
2987 |
|
2988 |
|
2989 |
|
2990 |
|
2991 |
|
2992 |
2993 |
|
2994 |
|
2995 |
|
2996 |
|
2997 |
|
2998 |
|
2999 |
3000 |
|
3011 |
|
3013 |
|
3030 |
|
3035 |
|
3036 |
|
3037 |
3048 |
|
3050 |
|
3051 |
|
3064 |
|
3067 |
|
3077 |
|
3088 |
3091 |
|
3110 |
|
3113 |
|
3128 |
|
3144 |
|
3161 |
|
3162 |
3165 |
|
3167 |
|
3168 |
|
3169 |
|
3174 |
|
3197 |
|
3198 |
3224 |
|
3177 |
|
3201 |
|
|
|
|
|
|
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Amendment 7 incorporates:
2002 |
|
2040 R1 |
|
2118R2 |
|
2126R1 |
|
2126R2 |
|
2140 |
|
2199R1 |
2223 |
|
2488R3 |
|
2490 |
|
2491 |
|
2580R2 |
|
2623R1 |
|
2652R1 |
2724R1 |
|
2802 |
|
2817 |
|
2851 |
|
2894 |
|
2935R1 |
|
3001 |
3001R1 |
|
3002 |
|
3003 |
|
3004 |
|
3005 |
|
3006 |
|
3007 |
3008 |
|
3009 |
|
3010 |
|
3012 |
|
3014 |
|
3015 |
|
3016 |
3017 |
|
3018 |
|
3019 |
|
3020 |
|
3021 |
|
3022 |
|
3023 |
3024 |
|
3025 |
|
3026 |
|
3027 |
|
3028 |
|
3029 |
|
3031 |
3032 |
|
3033 |
|
3033R1 |
|
3034 |
|
3038 |
|
3039 |
|
3040 |
3042 |
|
3043 |
|
3044 |
|
3045 |
|
3046 |
|
3052 |
|
3053 |
3054 |
|
3055 |
|
3056 |
|
3057 |
|
3058 |
|
3059 |
|
3060 |
3061 |
|
3062 |
|
3063 |
|
3065 |
|
3068 |
|
3069 |
|
3070 |
3071 |
|
3072 |
|
3074 |
|
3075 |
|
3076 |
|
3080 |
|
3081 |
3082 |
|
3083 |
|
3084 |
|
3089 |
|
3092 |
|
3093 |
|
3094 |
3095 |
|
3096 |
|
3097 |
|
3098 |
|
3099 |
|
3100 |
|
3101 |
3102 |
|
3104 |
|
3105R1 |
|
3105R3 |
|
3108 |
|
3109 |
|
3111 |
3112 |
|
3114 |
|
3115 |
|
3117 |
|
3118 |
|
3119 |
|
3120 |
3124 |
|
3124R1 |
|
3126R1 |
|
3127 |
|
3129 |
|
3130 |
|
3132 |
3133 |
|
3134 |
|
3135 |
|
3137 |
|
3138 |
|
3139 |
|
3140 |
3141 |
|
3142 |
|
3143 |
|
3148 |
|
3149 |
|
3150 |
|
3151 |
3152 |
|
3153 |
|
3154 |
|
3155 |
|
3156 |
|
3157 |
|
3158 |
3159 |
|
3160 |
|
3166 |
|
3170 |
|
3172 |
|
3173R3 |
|
3175 |
3176 |
|
3180 |
|
3181 |
|
3182 |
|
3183 |
|
3184 |
|
3185 |
3186 |
|
3187 |
|
3188 |
|
3188R1 |
|
3189 |
|
3190 |
|
3191 |
3195 |
|
3196 |
|
3198R1 |
|
3198R2 |
|
3202 |
|
3203 |
|
3204 |
3205 |
|
3206 |
|
3208 |
|
3209 |
|
3210 |
|
3211 |
|
3212 |
3216 |
|
3218 |
|
3219 |
|
3221 |
|
3223 |
|
3225 |
|
3227 |
3228 |
|
3229 |
|
3231 |
|
3232 |
|
3233 |
|
3236 |
|
3237 |
3238 |
|
3239 |
|
3240 |
|
3241 |
|
3242 |
|
3243 |
|
3244 |
3245 |
|
3246 |
|
3248 |
|
3249 |
|
3250 |
|
3251 |
|
3252 |
3253 |
|
3254 |
|
3255 |
|
3256 |
|
3257 |
|
3258 |
|
3260 |
3261 |
|
3262 |
|
3263 |
|
3265 |
|
3267 |
|
3268 |
|
3269 |
3272 |
|
3273 |
|
3274 |
|
3277 |
|
3278 |
|
3279 |
|
3280 |
3281 |
|
3282 |
|
3283 |
|
3284 |
|
3285 |
|
3286 |
|
3287 |
3288 |
|
3299 |
|
3290 |
|
3291 |
|
3292 |
|
3294 |
|
3295 |
3296 |
|
3297 |
|
3300 |
|
3302 |
|
3305 |
|
3308 |
|
3309 |
3310 |
|
3313 |
|
3318 |
|
3319 |
|
3321 |
|
3322 |
|
3323 |
3324 |
|
3325 |
|
3326 |
|
3327 |
|
3328 |
|
3329 |
|
3330 |
3331 |
|
3337 |
|
3337R1 |
|
3338 |
|
3339 |
|
3340 |
|
3341 |
3342 |
|
3343 |
|
3344 |
|
3345 |
|
3346 |
|
3347 |
|
3348 |
3349 |
|
3350 |
|
3351 |
|
3352 |
|
3353 |
|
3354 |
|
3355 |
3356 |
|
3357 |
|
3358 |
|
3359 |
|
3359R1 |
|
3360 |
|
3360R1 |
3361 |
|
3362 |
|
3362 |
|
3363 |
|
3363R1 |
|
3364 |
|
3365 |
3366 |
|
3367 |
|
3368 |
|
3369R1 |
|
3369R2 |
|
3370 |
|
3371 |
3372 |
|
3373 |
|
3374 |
|
3375 |
|
3375R1 |
|
3376 |
|
3377 |
3378 |
|
3379 |
|
3380 |
|
3382 |
|
3383 |
|
3385 |
|
3387 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Amendment 7 incorporates:- continued:
3388 |
|
3388R1 |
|
3389 |
|
3390 |
|
3391 |
|
3392 |
|
3395 |
3397 |
|
3398 |
|
3390 |
|
3391 |
|
3392 |
|
3395 |
|
3397 |
3398 |
|
3399 |
|
3400 |
|
3401 |
|
3402 |
|
3403 |
|
3405 |
3406 |
|
3408 |
|
3409 |
|
3410 |
|
3411 |
|
3412 |
|
3414 |
3415 |
|
3416 |
|
3417 |
|
3418 |
|
3419 |
|
3420R1 |
|
3421 |
3422 |
|
3423 |
|
3427 |
|
3428 |
|
3429 |
|
3430 |
|
3431 |
3432 |
|
3433 |
|
3434 |
|
3435 |
|
3436 |
|
3437 |
|
3438 |
3438R1 |
|
3439 |
|
3440 |
|
3441 |
|
3442 |
|
3443 |
|
3444 |
3445 |
|
3446 |
|
3447 |
|
3448 |
|
3449 |
|
3450 |
|
3451 |
3452 |
|
3453 |
|
3454 |
|
3455 |
|
3456 |
|
3457 |
|
3458 |
3459 |
|
3460 |
|
3461 |
|
3462 |
|
3463 |
|
3464 |
|
3465 |
3466 |
|
3467 |
|
3468 |
|
3469 |
|
3469R1 |
|
3470 |
|
3471 |
3472 |
|
3473 |
|
3474 |
|
3475 |
|
3479 |
|
3480 |
|
3481 |
3483 |
|
3484 |
|
3485 |
|
3486 |
|
3487 |
|
3488 |
|
3489 |
3490 |
|
3492 |
|
3496 |
|
3497 |
|
3498 |
|
3499 |
|
3500 |
3501 |
|
3502 |
|
3503 |
|
3504 |
|
3505 |
|
3508 |
|
3509R1 |
3510 |
|
3511 |
|
3512 |
|
3513 |
|
3513R1 |
|
3514 |
|
3516 |
3517 |
|
3518 |
|
3519 |
|
3620 |
|
3521 |
|
3522 |
|
3523 |
3524 |
|
3526 |
|
3526 |
|
3527 |
|
3527R1 |
|
3528 |
|
3531 |
3532 |
|
3533 |
|
3534 |
|
3534R1 |
|
3535 |
|
3536 |
|
3537 |
3538 |
|
3539 |
|
3540 |
|
3540R1 |
|
3541 |
|
3542 |
|
3543 |
3544 |
|
3545 |
|
3547 |
|
3548 |
|
3549 |
|
3550 |
|
3551 |
3552 |
|
3553 |
|
3553R1 |
|
3554 |
|
3555 |
|
3556 |
|
3557 |
3558 |
|
3559 |
|
3560 |
|
3561 |
|
3562 |
|
3564 |
|
3565 |
3566 |
|
3567 |
|
3568 |
|
3569 |
|
3570 |
|
3571 |
|
3572 |
3573 |
|
3574 |
|
3575 |
|
3576 |
|
3577 |
|
3578 |
|
3580 |
3582 |
|
3584 |
|
3587 |
|
3588 |
|
3589 |
|
3590 |
|
3591 |
3595 |
|
3596 |
|
3597 |
|
3599 |
|
3600 |
|
3601 |
|
3602 |
3604 |
|
3605 |
|
3606 |
|
3607 |
|
3609 |
|
3610 |
|
3611 |
3613 RevA |
|
3614 |
|
3615 |
|
3616 |
|
3619 |
|
3620 |
|
3621 |
3623 |
|
3624 |
|
3626 |
|
3627 |
|
3628 |
|
3629 |
|
3630 |
3631 |
|
3632 |
|
3633 |
|
3634 |
|
3635 |
|
3637 |
|
3638 |
3642 |
|
3643 |
|
3644 |
|
3645 |
|
3647 |
|
3648 |
|
3649 |
3650 |
|
3651 |
|
3652 |
|
3653 |
|
3664 |
|
3655 |
|
3656 |
3657 |
|
3658 |
|
3669 |
|
3661 |
|
3662 |
|
3663 |
|
3664 |
3665 |
|
3666 |
|
3667 |
|
3668 |
|
3669 |
|
3670 |
|
3671 |
3672 |
|
3673 |
|
3674 |
|
3675 |
|
3676 |
|
3677 |
|
3678 |
3679 |
|
3680 |
|
3681 |
|
3682 |
|
3683 |
|
3684 |
|
3685 |
3686 |
|
3687 |
|
3688 |
|
3689 |
|
3690 |
|
3691 |
|
3692 |
3693 |
|
3694 |
|
3695 |
|
3696 |
|
3697 |
|
3698 |
|
3699 |
3700 |
|
3701 |
|
3702 |
|
3703 |
|
3704 |
|
3705 |
|
3706 |
3707 |
|
3708 |
|
3709 |
|
3710 |
|
3711 |
|
3712 |
|
3713 |
3714 |
|
3714R1 |
|
3715 |
|
3716 |
|
3717 |
|
3719 |
|
3720 |
3721 |
|
3722 |
|
3723 |
|
3724 |
|
3725 |
|
3726 |
|
3727 |
3728 |
|
3729 |
|
3730 |
|
3731 |
|
3732 |
|
3733 |
|
3734 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Amendment 7 incorporates:- continued:
3735 |
|
3736 |
|
3737 |
|
3738 |
|
3739 |
|
3740 |
|
3741R1 |
3743 |
|
3744 |
|
3745 |
|
3746 |
|
3757 |
|
3748 |
|
3749 |
3750 |
|
3751 |
|
3752 |
|
3753 |
|
3754 |
|
3755 |
|
3756 |
3757 |
|
3758 |
|
3759 |
|
3760 |
|
3762 |
|
3763 |
|
3765 |
3766 |
|
3767 |
|
3768 |
|
3769 |
|
3770 |
|
3771 |
|
3772 |
3773 |
|
3774 |
|
3775 |
|
3776 |
|
3778 |
|
3779 |
|
3783 |
3784 |
|
3785 |
|
3786 |
|
3787 |
|
3788 |
|
3789 |
|
3790 |
3791 |
|
3792 |
|
3793 |
|
3794 |
|
3795 |
|
3797 |
|
3798 |
3800 |
|
3802 |
|
3803 |
|
3804 |
|
3805 |
|
3806 |
|
3807 |
3808 |
|
3809 |
|
3810 |
|
3811 |
|
3812 |
|
3813 |
|
3814 |
3815 |
|
3816 |
|
3817 |
|
3818 |
|
3819 |
|
3820 |
|
3821 |
3822 |
|
3823 |
|
3824 |
|
3825 |
|
3826 |
|
3827 |
|
3828 |
3829 |
|
3830 |
|
3831 |
|
3832 |
|
3833 |
|
3834 |
|
3836 |
3837 |
|
3838 |
|
3839 |
|
3841 |
|
3842 |
|
3843 |
|
3844 |
3847 |
|
3848 |
|
3850 |
|
3851 |
|
3852 |
|
3853 |
|
3854 |
3855 |
|
3856 |
|
3857 |
|
3860 |
|
3861 |
|
3861R1 |
|
3862 |
3863 |
|
3864 |
|
3865 |
|
3866 |
|
3869 |
|
3870 |
|
3871 |
3871R1 |
|
3873 |
|
3874 |
|
3875 |
|
3876 |
|
3877 |
|
3878 |
3879 |
|
3880 |
|
3881 |
|
3882 |
|
3883 |
|
3884 |
|
3885 |
3886 |
|
3887 |
|
3889 |
|
3890 |
|
3893 |
|
3894 |
|
3895 |
3896 |
|
3897 |
|
3898 |
|
3898R1 |
|
3899 |
|
3900 |
|
3901 |
3902 |
|
3903 |
|
3904 |
|
3905 |
|
3906 |
|
3907 |
|
3908 |
3909 |
|
3910 |
|
3911 |
|
3912 |
|
3913 |
|
3914 |
|
3915 |
3916 |
|
3917 |
|
3918 |
|
3919 |
|
3920 |
|
3921 |
|
3922 |
3923 |
|
3924 |
|
3925 |
|
3926 |
|
3927 |
|
3928 |
|
3929 |
3931 |
|
3932 |
|
3934 |
|
3935 |
|
3936 |
|
3937 |
|
3938 |
3939 |
|
3940 |
|
3941 |
|
3942 |
|
3943 |
|
3944 |
|
3945 |
3946 |
|
3947 |
|
3948 |
|
3949 |
|
3950 |
|
3951 |
|
3952 |
3953 |
|
3954 |
|
3955 |
|
3956 |
|
3957 |
|
3958 |
|
3959 |
3960 |
|
3961 |
|
3962 |
|
3963 |
|
3964 |
|
3965 |
|
3966 |
3967 |
|
3968 |
|
3969 |
|
3970 |
|
3971 |
|
3972 |
|
3973 |
3974 |
|
3975 |
|
3976 |
|
3977 |
|
3978 |
|
3979 |
|
3980 |
3981 |
|
3982 |
|
3983 |
|
3984 |
|
3985 |
|
3986 |
|
3987 |
3988 |
|
3989 |
|
3990 |
|
3991 |
|
3992 |
|
3993 |
|
3994 |
3995 |
|
3996 |
|
3997 |
|
3998 |
|
3999 |
|
4000 |
|
4001 |
4002 |
|
4003 |
|
4004 |
|
4005 |
|
4006 |
|
4007 |
|
4008 |
4009 |
|
4010 |
|
4011 |
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4012 |
|
4013 |
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4014 |
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4015 |
4016 |
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4017 |
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4018 |
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4019 |
|
4020 |
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4021 |
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4026 |
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4027 |
|
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|
4029 |
4031 |
|
4032 |
|
4034 |
|
4035 |
|
4036 |
|
4037 |
|
4038 |
4039 |
|
4040 |
|
4040R1 |
|
4042 |
|
4043 |
|
4044 |
|
4045 |
4046 |
|
4047 |
|
4048 |
|
4050 |
|
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|
4067 |
4068 |
|
4069 |
|
4070 |
|
4071 |
|
4072 |
|
4073 |
|
4074 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Amendment 7 incorporates:- continued:
4075 |
|
4076 |
|
4077 |
|
4078 |
|
4079 |
|
4080 |
|
4081 |
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4101 |
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|
4102R1 |
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|
4107RevA |
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|
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|
4110 |
|
4111 |
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4112 |
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4119 |
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4144R1 |
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4231R1 |
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4288R1 |
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4296R1 |
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4298 |
|
4299 |
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4308 |
4309 |
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4319R1 |
|
4320 |
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4323 |
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4324 |
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4325R1 |
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4326 |
4327 |
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4328 |
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4333 |
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|
43524353 |
|
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4360 |
|
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4388 |
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|
4398R1 |
4399 |
|
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|
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|
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|
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|
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|
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|
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|
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|
4427 |
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|
4441 |
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|
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|
4448 |
|
4449 |
|
4452 |
|
4453 |
|
4454 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Amendment 7 incorporates:- continued:
4457 |
|
4458 |
|
4461 |
|
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|
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4470 |
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|
4477 R1 |
|
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|
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|
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4527 |
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4562 |
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45666 |
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4586 |
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|
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|
4601 |
|
4606 |
|
4607 |
|
4611 |
|
4612 |
4613 |
|
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|
4615 |
|
4616 |
|
4617 |
|
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4619 |
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|
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|
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|
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|
4626 |
|
4627 |
4628 |
|
4630 |
|
|
|
|
|
|
|
|
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 3 TO
SPECIAL BUSINESS PROVISIONS
RESERVED
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 4 TO
SPECIAL BUSINESS PROVISIONS
ADDITIONAL STATEMENT OF WORK
(Reference SBP Section 3.3.1.1, 3.3.2.1, 3.3.3, 3.4.5, 3.4.8)
A. Sustaining Engineering Delegation Statement of Work
Sellers responsibilities as they relate to Sustaining Engineering Delegation work for the products included in this Special Business Provisions are defined in Boeing Document D6-83323. This Document includes summary matrices depicting the Engineering Delegation requirements for each product commodity and a Responsibility, Authority and Accountability (RAA) Document. The baseline as of the date hereof shall be D6-83323 Rev. New signed January 21, 2005 which will be subject to periodic update.
D6-83323 is a summary of the Engineering Delegation requirements for sustaining products that are part of this SBP and included in the part pricing in Attachment 1. All costs associated with Seller Engineering responsibility as described within D6-83323 with the exception of Fleet Support or as provided for below are included within Attachment 1 pricing for sustaining programs and will not be subject to additional payment from Boeing.
In addition, Boeing and Seller responsibilities related to the 737MMA program are defined in the 737MMA BCA/IDS Working Together Agreement signed December 2004 by R.K. Gardner, J.L. Turner and A.M. Parasida. All activities and responsibilities identified for BCA - Wichita within this document will be the responsibility of Seller.
Product development projects in work at Boeings Wichita Division that have been selected for inclusion in this SBP as of the date hereof are outlined in Section B of this Attachment 4. Section B.1 includes those major re-design efforts that support Derivative aircraft and will be subject to non-recurring engineering payments according to the terms of SBP 5.2.1. The level of effort expended by Boeing on these development projects prior to June 16, 2005 will not be included in such non-recurring engineering payments to Seller. Section B.2 includes a list of known projects that will be subject to such non-recurring engineering payments only after the threshold for embedded engineering support as described below has been exceeded.
For future product development projects, a determination will be made as to whether (i) a requirement for production hardware associated with this developmental effort is anticipated; and (ii) the production hardware resulting from this developmental effort is either a change to or a derivative of the current Attachment 1 Statement of Work. If these conditions are not met then the development projects should not be added to Attachment 4 and instead, should be covered by the Services Agreement. If these conditions are met, these projects will be added to Section B.1 or B.2 of Attachment 4. Those projects that support Derivative aircraft or where applicable, BCA aircraft delivered to IDS, will be added to B.1 and will be subject to non-recurring payments.
Those projects that support changes to the then existing Attachment 1 statement of work will be added to B.2 and not be subject to additional non-recurring payment until the sustaining engineering threshold for the program appropriate for each project has been exceeded. Only Boeing initiated PRR changes will apply towards these
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
thresholds and will be eligible for additional non-recurring payment once the thresholds have been exceeded. Customer introductions and Master Changes are Sellers responsibility and will not be subject to additional non-recurring payment. In addition, only those Boeing initiated PRR changes with an impact to Seller that exceeds [*****] engineering hours per change will apply towards these thresholds. PRR changes to do not result in a minimum impact of [*****] engineering hours per change to Seller will not apply towards the threshold and will not be subject to additional non-recurring payment.
The baseline threshold for each program is identified below. These program engineering thresholds will be adjusted annually to reflect changes in delivery rates for each program.
Baseline PRR Engineering Thresholds
· 737 [*****] hours
· 747 [*****] hours
· 767 [*****] hours
· 777 [*****] hours
When these thresholds are divided by the 2003 airplane deliveries for each respective model it yields the following ratios of engineering hours per airplane by program.
2003 Airplane Deliveries by Program
· 737 -173 airplanes
· 747 -19 airplanes
· 767 -24 airplanes
· 777 -39 airplanes
PRR Engineering Thresholds per Airplane
· 737 [*****] hours
· 747 [*****] hours
· 767 [*****] hours
· 777 [*****] hours
Each year, an adjustment will be made concurrent with the quantity based price adjustment process outlined within Attachment 20 to establish the appropriate threshold for each program for the following year. To calculate the new threshold, the PRR Engineering Thresholds per Airplane as identified above will be multiplied by [*****] (beta factor) times the change in delivery rates by program for the target year versus 2003 Airplane Deliveries by Program. This value will then be added to (or subtracted from) the Baseline PRR Engineering Thresholds. In other words, the PRR Engineering Threshold for any given year will be increased (or decreased) by [*****] of the variation in airplane deliveries by program for that year versus 2003 airplane deliveries.
For those projects added to B.1, Seller will provide up to [*****] hours in the aggregate of engineering support per project at no charge to Boeing. This support will include but shall not be limited to technical consultation, work statement development and schedule development.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
B. Product Development Projects in work at Boeings Wichita Division
B.1 Product Development Projects Subject to Non-Recurring Engineering Payments
The following list of product development projects will be subject to non-recurring engineering payments according to the terms of SBP 5.2.1. The level of effort expended by Boeing on these development projects prior to June 16, 2005 will not be included in such non-recurring engineering payments.
· 737 Short Field Landing Performance
· 737-900X
· 737-800MMA
· 737-Wedgetail
· 747-8
· 777-200LR Freighter
· 737-900BBJ3
B.2 Projects Not Subject to Non-Recurring Engineering Payments
The following is a list of known projects that will not be subject to non-recurring engineering payments until the thresholds identified above have been exceeded.
· [*****]
· [*****]
· [*****]
· [*****]
· [*****]
· SFAR 88
· [*****]
· [*****]
· [*****]
· [*****]
· [*****]
· [*****]
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 5 TO
SPECIAL BUSINESS PROVISIONS
RATES AND FACTORS
(Reference SBP Section 7)
The following Rates will be utilized for changes to Material, Outside Processing and Touch Labor. All other costs and profit are part of the Wrap Rates fixed for life of contract.
Cost Item |
|
Factor or Rate |
|
|
|
Direct Engineering: |
|
[*****] |
Engineering, Planning, N/C Programming & Tool Design are to be billed at this rate |
|
|
Does not include Engineering Management which is an Indirect Cost |
|
|
|
|
|
Direct Manufacturing Labor: |
|
[*****] |
Basic Factory Labor and Quality Assurance are to be billed at this rate |
|
|
Direct Support Costs are included as an Indirect Cost and part of the rate also |
|
|
|
|
|
Direct Material/Outside Processing/Non-Labor: |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 6 TO
SPECIAL BUSINESS PROVISIONS
Lead Time Matrix
(Reference Section 7.5, 12.16)
Lead Time Matrix
Months from Authorization to Proceed to F.O.B. Sellers Plant
|
|
737 |
|
747 |
|
767 |
|
777 |
||||||||
|
|
Structures |
|
S/N |
|
Structures |
|
S/N |
|
Structures |
|
S/N |
|
Structures |
|
S/N |
Raw Material Forward Buy Authorization |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Order Base Extension |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate Increase |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate Decrease |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer Introduction |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer Reorder |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer Refire |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer Deimplementation |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assembly - Wichita controlled end items |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assembly - Tulsa controlled end items |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fabrication - Wichita controlled end items |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fabrication - Tulsa controlled end items |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
Lead time in months is from authorization to proceed to F.O.B. sellers plant.
Forward buy authorization is for limited procurement of material and/or parts as required in order to support an expected full authorization of an order base extension.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SPB ATTACHMENT 7 TO
SPECIAL BUSINESS PROVISIONS
INTENDURED PRICED PARTS LIST For POAs
(Seller to submit to Boeing within 60 days of Contract signing)
A.
INDENTURE PRICED PARTS LIST
(Reference SBP 3.3.2.1, 4.4, 4.6)
Note: Attachement 7 Parts and Prices provided under separate file due to size.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 8 TO
SPECIAL BUSINESS PROVISIONS
SELLER DATA SUBMITTALS
(Reference SBP 9.0)
EXAMPLES
1.
Program Status Reports
(as requested by Boeing)
Sellers program progress reports, highlighting significant accomplishments and critical program issues, etc.
2.
Production Definition Milestone Schedule
(as requested by Boeing)
Sellers Product Definition schedule depicting key milestone events to support program requirements.
3.
Manufacturing Milestone Schedule
(as requested by Boeing)
Sellers manufacturing schedule depicting key milestone events to support program requirements.
4.
Certified Tool List
Sellers Certified Tool Lists for identifying all accountable tools, including any subsequent new, reworked or re-identified tools affecting the first production spares Product.
5.
Problem Reports
(as required)
Sellers written notification to Boeing of program problems, potential program impact and corrective action.
6.
Total Cost Management System Plan
Annually Seller will submit a TCMS plan as required under SBP Section 7.6.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT TO
SPECIAL BUSINESS PROVISIONS
NON-RECURRING AGREEMENTS
The purpose of this attachment 9 is to document and incorporate all nonrecurring pricing and non-pricing agreements into this SBP. These agreements are to be documented in the below format as applicable. The Boeing purchase order must be included below when the agreement is for Boeing accountable tooling. This Boeing purchase order will be used to link the agreements to the Boeing Tooling records.
The following non-recurring pricing and non-pricing agreements are hereby incorporated into this SBP
Item
|
|
Agreement Title |
|
CCNs affected by
|
1 |
|
[*****] |
|
CCN 1992 |
2 |
|
[*****] |
|
CCN 2055 |
3 |
|
[*****] |
|
CCN 2323, CCN 831 |
4 |
|
[*****] |
|
CCN 2385 |
5 |
|
[*****] |
|
CCN 2572 |
6 |
|
[*****] |
|
CCN 2580R1 |
7 |
|
[*****] |
|
CCN 2624 |
8 |
|
[*****] |
|
CCN 2631 |
9 |
|
[*****] |
|
CCN 2632 |
10 |
|
[*****] |
|
CCN 2754 |
11 |
|
[*****] |
|
CCN 2765 |
12 |
|
[*****] |
|
CCN 2808 |
13 |
|
[*****] |
|
CCN 2816 |
14 |
|
[*****] |
|
CCN 2840R1 |
15 |
|
[*****] |
|
CCN 2840R2 |
16 |
|
[*****] |
|
CCN 2844 |
17 |
|
[*****] |
|
CCN 2846 |
18 |
|
[*****] |
|
CCN 2867 |
19 |
|
[*****] |
|
CCN 2872 |
20 |
|
[*****] |
|
CCN 2938 |
21 |
|
[*****] |
|
CCN 3067 |
22 |
|
[*****] |
|
CCN 3088 |
23 |
|
[*****] |
|
CCN 3197 |
24 |
|
[*****] |
|
CCN 3198 |
25 |
|
[*****] |
|
CCN 3198R1 |
26 |
|
[*****] |
|
CNN 3198R2 |
27 |
|
[*****] |
|
CNN3 3005 |
28 |
|
[*****] |
|
CCN 3363 |
29 |
|
[*****] |
|
CCN 3435 |
30 |
|
[*****] |
|
CCN 3448 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
31 |
|
[*****] |
|
CCN 2488R3 |
32 |
|
[*****] |
|
CCN 2580R2 |
33 |
|
[*****] |
|
CCN 3172 |
34 |
|
[*****] |
|
CCN 3198R1 |
35 |
|
[*****] |
|
CCN 3198R2 |
36 |
|
[*****] |
|
CCN 3305 |
37 |
|
[*****] |
|
CCN 3363 |
38 |
|
[*****] |
|
CCN 3363R1 |
39 |
|
[*****] |
|
CCN 3435 |
40 |
|
[*****] |
|
CCN 3448 |
41 |
|
[*****] |
|
CCN 3519 |
42 |
|
[*****] |
|
CCN 3596 |
43 |
|
[*****] |
|
CCN 4107 Rev A |
44 |
|
[*****] |
|
CCN 4120 |
45 |
|
[*****] |
|
CCN 4127 |
46 |
|
[*****] |
|
CCN 4147 |
47 |
|
[*****] |
|
CCN 4238 |
48 |
|
[*****] |
|
CCN 4239 |
49 |
|
[*****] |
|
CCN 4285 |
50 |
|
[*****] |
|
CCN 4386 |
51 |
|
[*****] |
|
CCN 4419 |
52 |
|
[*****] |
|
CCN 4434 |
53 |
|
[*****] |
|
CCN 4443 |
54 |
|
[*****] |
|
CCN 4477 |
55 |
|
[*****] |
|
CCN 4477R1 |
56 |
|
[*****] |
|
CCN 4490 |
57 |
|
[*****] |
|
CCN 4491 |
58 |
|
[*****] |
|
CCN 4524 |
59 |
|
[*****] |
|
CCN 4621 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Agreement text format:
Item XXX: agreement title: incorporated by CCN#XXXX
Overview of agreement including CCN number(s) affected by agreement.
A. Statement of work
B. Settlement value and payment obligations
C. Additional rates and factors
D. Boeing purchase order numbers for non-recurring payments
E. Other
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 10 TO
SPECIAL BUSINESS PROVISIONS
QUALITY ASSURANCE REQUIREMENTS
All work performed under this SBP shall be in accordance with the following:
A10.1 Quality System
A. Document AS/EN/JISQ 9100. Quality Systems - Aerospace - Model for Quality Assurance in Design, Development, Production, Installation and Servicing as may be revised from time to time, which are incorporated herein and made a part hereof by this reference.
B. Document D6-82479, Boeing Quality Management System Requirements for Suppliers - Appendix A - Quality Management System as amended from time to time, which is incorporated herein and made a part hereof by this reference.
C. Document D6-82479, Boeing Quality Management System Requirements for Suppliers - Addendum 1 - Advanced Quality System for Product and Process Improvement as amended from time to time, which is incorporated herein and made a part hereof by this reference.
A10.2 Common Quality Purchasing Data and Business Requirements
A10.2.1 Seller Annual Internal Quality Audit
At lease annually, the Seller shall conduct an internal audit to ensure compliance to their quality system and the controlling quality assurance document.
A10.2.2 Change in Quality Management Representative
The Seller shall promptly notify Boeing of any changes in the management representative with assigned responsibility and authority for the quality system.
A10.2.3 English Language
When specifically requested by Boeing, Seller shall make specified quality data and/or approved design data available in the English language.
The Seller shall maintain an English language translation of (1) its quality manual, and (2) an index of all other Seller procedures that contain quality requirements. Boeing may require the Seller to translate additional documentation.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
A10.2.4 Changes to Quality System
The Seller shall immediately notify Boeing in writing of any change to the quality control system that may affect the inspection, conformity or airworthiness of the Product. After the issue of initial Boeing quality system approval, each change to the quality control system is subject to review by Boeing.
A10.2.5 Supplier Quality Performance
If Seller fails to achieve and maintain 98% site qualify acceptance rate, which is a prerequisite for delegated inspection authority awarded at Boeings discretion, the Seller shall be responsible for one or more of the following as directed by Boeing:
A. Obtaining source inspection from a Boeing-qualified contractor at Sellers own expense;
B. Reimbursing Boeing for reasonable Boeing costs incurred at the point of manufacture (i.e. Sellers site) to verify product conformance;
C. Reimburse Boeing for reasonable Boeing costs incurred at the point of receipt to verify product conformance.
The site quality acceptance rate is a calculation of the ratio of acceptable units delivered to the total units delivered, or an alternate criteria quality acceptance rating, equivalent to 98% as defined by the contacting Boeing site(s).
A10.2.6 Excess Inventory
The Seller shall strictly control all inventory of Boeing proprietary product that is in excess of contract quality in order to present product from being sold or provided to any third party without prior written authorization from Boeing.
A10.2.7 Aerospace Quality Management System (AQMS) Certification
Boeing recognition of Sellers AQMS certification/registration does not affect the right of Boeing to conduct audits and issue findings at the Sellers facility. Boeing reserves the right to provide Boeing-identified quality system findings, associated quality system data, and quality performance data to the Sellers Certification/Registration Board (CRB).
Seller shall ensure the following relative to AQMS certification:
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
A10.2.7.1 Accreditation of Certification/Registration Body
The certification/registration body (CRB) is accredited to perform aerospace quality management system (AQMS) assessments. The CRB must use approved auditors and operate in accordance with the corresponding International Aerospace Quality Group (IAQG) certification/registration scheme.
NOTE: IAQG sanctioned certification/registration schemes include but are not limited to AIR 5359, SJAC 9010, TS157, etc. Reference IAQG website for listing of accredited CRBs: http://www.iagg.sae.org/servlets/index?PORTAL_CODE=IAQG
A10.2.7.2 Records of Certification/Registration
The Seller maintains objective evidence of CRB certification/registration on file at Sellers facility. Objective evidence shall include:
a. The accredited AQMS certificate(s) of registration;
b. The audit report(s), including all information pertaining to the audit results in accordance with the applicable certification/registration scheme;
c. Copies of all CRB finding(s), objective evidence of acceptance of corrective action(s), and closure of the finding(s).
NOTE: Certification records shall be maintained in accordance with Boeing specified contractual quality record retention requirements.
A10.2.7.3 Right of Access to CRB
The CRB services agreement provides for right of access to all CRB records by Boeing, applicable accreditation body, applicable Registrar Management Committee (RMC) and other regulatory or government bodies for the purpose of verifying CRB certification/registration criteria and methods are in accordance with the applicable IAQG certification/registration scheme.
A10.2.7.4 Audit Results/Data Reporting to IAQG
The CRB has Sellers written permission to provide audit results/data to IAQG membership as required by the applicable IAQG certification/registration scheme.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
A10.2.7.5 Notification to Boeing of Change in Status
Boeing is immediately notified in writing should the Sellers certification/registration be suspended or withdrawn, or accreditation status of Sellers CRB be withdrawn. Send email notification to grpcrboversightrep@boeing.com.
A10.2.7.6 Provision of Boeing Quality Data to CRB
Boeing-identified findings and Sellers quality performance data is provided to the CRB during certification/registration and surveillance activity.
A10.2.7.7 CRB Access to Proprietary Data
CRB shall be provided access to applicable proprietary data (including Boeing proprietary data) to the extent necessary to access Sellers compliance to AQMS requirements. CRB shall agree to keep confidential and protect Boeing proprietary information under terms no less stringent than Sellers contractual agreement with Boeing. Seller will assure that such information is conspicuously marked BOEING PROPRIETARY.
A10.2.7.8 Seller compliance with CRB Requirements
Seller complies with all CRB requirements imposed to issue and maintain certification/registration.
A10.2.8 Verification of Corrective Action
When Boeing notifies Seller of a detected nonconformance, Seller shall immediately take action to eliminate the nonconformance on all products in Sellers control. Seller shall also maintain on file verification that root cause corrective action has occurred and has resolved the subject condition. At the specific request of Boeing, this verification shall occur for the next five (5) shipments after implementation of the corrective action to ensure detected nonconformance has been eliminated. Boeing reserves the right to review the verification data at Sellers facility or have the data submitted to Boeing.
A10.2.9 Corrective Action Report
Where Seller is requested to submit a corrective action report, Seller will submit its response within ten (10) days of receipt of such request unless an extension is otherwise provided by Boeing. Any corrective action report submitted to Boeing shall be in the format specified by Boeing. If after submittal to Boeing supplier determines need for revision, Seller shall immediately notify Boeing of such revision. In the event Seller is unable to respond within the allotted ten day time frame, Seller shall submit a request for extension which shall include the reason for the extension request and the time needed to complete the corrective action report.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
A10.2.10 Relocation/Subcontract Notification (Puget Sound only)
The Seller shall not relocate or subcontract any Category I or II work outside the U.S. without written Boeing acceptance. Notification to Boeing should be made to the Procurement Agent who manages the Sellers contract and shall contain the subcontractor name, address, telephone number, QA manager name, applicable part numbers, and part descriptions. Category I and II work is defined in FAA order 81200.2, Appendix 4.
A10.2.11 Quality Metrics & Reporting
When requested by Boeing, Seller agrees to work with Boeing to develop and implement processes designed at improving Sellers quality performance. Process will include sufficient detail to allow Boeing to evaluate Sellers progress.
A10.3 Site Unique Quality Purchasing Data Requirements
A10.3.1 Acceptance/Rejection of Sellers Root Cause/Corrective Action
Boeing reserves the right to reject any root cause and/or corrective action determination provided by the Seller, and may request subsequent investigation and/or corrective action to either Boeing or Seller-initiated corrective action requests. If the Seller is late in responding to corrective action requests by Boeing, or if Boeing required subsequent corrective action, Boeing reserves the right to withhold acceptance of shipments either at source or destination until Seller corrective action is submitted to Boeings satisfaction.
A10.3.2 Change in Manufacturing Facility
The Seller shall immediately notify Boeing in writing of any change to the manufacturing facility location of the contracted part number or assembly.
A10.4 Incorporated by Reference
In addition to any other documents incorporated elsewhere in this SBP or GTA by reference, Seller is required to maintain compliance with the following documents as may be revised from time to time, and incorporated herein, and made a part of this SBP by reference with full force and effect, as if set out in full text:
A10.4.1 Document AS/EN/SJAC 9102. Aerospace First Article Inspection (FAI) Requirement
Seller shall perform First Article Inspections (FAIs) in accordance with AS/EN/SJAC 9102 for all new and revised production articles produced after June 18, 2005.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
A10.4.2 Boeing Document D1-8007, Approval Guide for Supplier Statistical Sampling Plans
A Seller that performs acceptance sampling shall meet the requirements of document D1-8007. Boeing approval of Sellers acceptance sampling plan is required prior to performing acceptance sampling when it is used for in-process or final inspection, and employs continuous sampling or repetitive lot sampling. Subsequent revisions to approved sampling plans require Boeing approval prior to implementation. Prior Boeing approval of a sampling plan is not required if it is used exclusively for receiving inspection, or employs only isolated lot sampling during in-process or final inspection.
When statistical process control is used as an option for either in-process or final inspection, Seller shall satisfy the requirements of document AS/EN/SJAC 9103, Variation Management of Key Characteristics.
In all cases, inspection requirements identified by engineering drawing or specification take precedence over the inspection requirements defined herein.
A10.4.3 Boeing Document D6-51991, Quality Assurance Standard for Digital Product Definition (DPD) at Boeing Suppliers
Seller is required to obtain Boeing approval as a DPD-capable supplier if seller receives, downloads, and/or uses Computer Aided Design (CAD) geometry in any format from any Boeing facility. Boeing digital datasets are reference only (not design or inspection authority) until Boeing DPD approval status is obtained.
A10.4.4 Boeing Document D1-4426, Approved Process Sources
This document defines the approved sources for special processing, composite raw materials, composite products, aircraft bearings, designated fasteners, and metallic raw materials.
A10.4.5 Boeing Document D-13709-4, Requirements for Obtaining MRB Authority by Boeing Suppliers
Seller shall not use dispositions of use-as-is or repair on Boeing-designed product unless current revision of Sellers Material Review Board (MRB) plan complies with D-137094 (not in 7E7) and has been approved by Boeing.
A10.4.6 Reserved
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
A10.4.7 Procurement Operating Instructions (PO1 M6-1007) (used by Puget Sound)
Procurement Operating Instructions (PO1 M6-1007), as revised from time to time. Individual Quality notes contained in Procurement Operating Instructions (POI M6-1007) are applicable when identified on the purchase document.
See Boeing Website
http://www.boeing.com/companyoffices/doingbiz/index.html, or contact Boeing Procurement representative for printed copy of notes.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 11 TO
SPECIAL BUSINESS PROVISIONS
Boeing Commercial Airplanes (BCA) TIER REPORT (Reference SBP Section 9.6)
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 12 TO
SPECIAL BUSINESS PROVISIONS
NON-U.S. PROCUREMENT REPORT FORM
(Reference SBP Section 12.12)
(Seller to Submit)
Attachment 12, Section 1
Seller Name |
|
Country |
|
Commodity/
|
|
Bid
|
|
Contracted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 12 TO
SPECIAL BUSINESS PROVISIONS
Attachment 12
(Reference SBP Section 12.12)
Attachment 12 Section 2
The following outlines offset requirements that are currently in work and that Seller is obligated to complete as part of this SBP.
1) Korea - Horizontal Stabilizers and Vertical Fin
· Obligation for Wichita to complete transfer of 737NG Horizontal Stabilizers and Vertical Fin, [*****] (or most current configuration) according to plan and schedule in place on (June 16, 2005).
· The Schedules and hardware quantities are subject to change in support of program requirements. Such changes will be made in accordance with the terms indentified in Paragraph 7.5 in the Special Business Provisions.
· Offload to KAI in Korea
· Seller to provide work transfer support/resources as identified for Wichita in above referenced plan. Boeing shall reimburse Seller for the reasonable travel costs incurred by Sellers employees for purposes of providing such work transfer support in Korea. Travel costs shall include airfare, hotels, meals and car rental costs consistent with Sellers standard travel practices and shall not exceed the cost of Boeings ordinary travel practices. Seller shall promptly submit invoices to Boeing substantiating costs for which Seller seeks reimbursement. Such invoices shall be paid by Boeing in accordance with Paragraph 5.0.
· These part numbers will be removed from Attachment 1 of this SBP and Boeing will have no further obligation to purchase these part numbers from Seller at the conclusion of this work transfer.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
WICHITA
737NG HORIZONTAL STABILIZER
PRODUCITON DELIVERY SCHEDULE R-142R2
C/L |
|
SHIP TO
|
|
C/L |
|
SHIP TO
|
|
C/L |
|
SHIP TO
|
|
1732 |
|
5/4/2005 |
|
1842 |
|
10/11/2005 |
|
1982 |
|
4/14/2006 |
|
1737 |
|
5/12/2005 |
|
1845 |
|
10/14/2005 |
|
1987 |
|
4/20/2006 |
|
1742 |
|
5/19/2005 |
|
1848 |
|
10/19/2005 |
|
1991 |
|
4/26/2006 |
|
1746 |
|
5/25/2005 |
|
1851 |
|
10/24/2005 |
|
1995 |
|
5/2/2006 |
|
1749 |
|
5/31/2005 |
|
1854 |
|
10/27/2005 |
|
2000 |
|
5/8/2006 |
|
1752 |
|
6/3/2005 |
|
1857 |
|
11/1/2005 |
|
2004 |
|
5/12/2006 |
|
1755 |
|
6/8/2005 |
|
1860 |
|
11/4/2005 |
|
2010 |
|
5/18/2006 |
|
1758 |
|
6/13/2005 |
|
1863 |
|
11/8/2005 |
|
2014 |
|
5/24/2006 |
|
1761 |
|
6/16/2005 |
|
1866 |
|
11/11/2005 |
|
2018 |
|
5/30/2006 |
|
1764 |
|
6/21/2005 |
|
1869 |
|
11/15/2005 |
|
2023 |
|
6/5/2006 |
|
1767 |
|
6/24/2005 |
|
1872 |
|
11/18/2005 |
|
2028 |
|
6/8/2006 |
|
1770 |
|
6/29/2005 |
|
1875 |
|
11/23/2005 |
|
2032 |
|
6/14/2006 |
|
1773 |
|
7/5/2005 |
|
1878 |
|
11/29/2005 |
|
2036 |
|
6/19/2006 |
|
1776 |
|
7/8/2005 |
|
1881 |
|
12/2/2005 |
|
2041 |
|
6/23/2006 |
|
1779 |
|
7/13/2005 |
|
1886 |
|
12/8/2005 |
|
2046 |
|
6/28/2006 |
|
1782 |
|
7/18/2005 |
|
1890 |
|
12/14/2005 |
|
2050 |
|
7/5/2006 |
|
1785 |
|
7/21/2005 |
|
1895 |
|
12/20/2005 |
|
2054 |
|
7/10/2006 |
|
1788 |
|
7/26/2005 |
|
1899 |
|
1/4/2006 |
|
2059 |
|
7/14/2006 |
|
1791 |
|
7/29/2005 |
|
1904 |
|
1/10/2006 |
|
2064 |
|
7/19/2006 |
|
1794 |
|
8/3/2005 |
|
1909 |
|
1/16/2006 |
|
2067 |
|
7/24/2006 |
|
1797 |
|
8/8/2005 |
|
1913 |
|
1/20/2006 |
|
2071 |
|
7/27/2006 |
|
1800 |
|
8/11/2005 |
|
1918 |
|
1/26/2006 |
|
2075 |
|
8/1/2006 |
|
1803 |
|
8/16/2005 |
|
1922 |
|
2/1/2006 |
|
2079 |
|
8/4/2006 |
|
1806 |
|
8/19/2005 |
|
1927 |
|
2/7/2006 |
|
2084 |
|
8/9/2006 |
|
1809 |
|
8/24/2005 |
|
1931 |
|
2/13/2006 |
|
2087 |
|
8/14/2006 |
|
1812 |
|
8/29/2005 |
|
1936 |
|
2/17/2006 |
|
2091 |
|
8/17/2006 |
|
1815 |
|
9/1/2005 |
|
1940 |
|
2/23/2006 |
|
2095 |
|
8/22/2006 |
|
1818 |
|
9/7/2005 |
|
1945 |
|
3/1/2006 |
|
2099 |
|
8/25/2006 |
|
1821 |
|
9/12/2005 |
|
1950 |
|
3/7/2006 |
|
2103 |
|
8/30/2006 |
|
1824 |
|
9/15/2005 |
|
1954 |
|
3/13/2006 |
|
2107 |
|
9/5/2006 |
|
1827 |
|
9/20/2005 |
|
1959 |
|
3/17/2006 |
|
2111 |
|
9/8/2006 |
|
1830 |
|
9/23/2005 |
|
1963 |
|
3/23/2006 |
|
2115 |
|
9/13/2006 |
|
1833 |
|
9/28/2005 |
|
1968 |
|
3/29/2006 |
|
2119 |
|
9/18/2006 |
|
1836 |
|
10/3/2005 |
|
1973 |
|
4/4/2006 |
|
2123 |
|
9/21/2006 |
|
1839 |
|
10/6/2005 |
|
1977 |
|
4/10/2006 |
|
2127 |
|
9/26/2006 |
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
WICHITA
737NG HORIZONTAL STABILIZER
PRODUCTION DELIVERY SCHEDULE R-142R2 - continued
C/L |
|
SHIP TO
|
|
C/L |
|
SHIP TO
|
|
2131 |
|
9/29/2006 |
|
2272 |
|
3/8/2007 |
|
2135 |
|
10/4/2006 |
|
2275 |
|
3/13/2007 |
|
2139 |
|
10/9/2006 |
|
2279 |
|
3/16/2007 |
|
2143 |
|
10/12/2006 |
|
2284 |
|
3/21/2007 |
|
2147 |
|
10/17/2006 |
|
2287 |
|
3/26/2007 |
|
2151 |
|
10/20/2006 |
|
2291 |
|
3/29/2007 |
|
2155 |
|
10/25/2006 |
|
2295 |
|
4/3/3007 |
|
2159 |
|
10/30/2006 |
|
2299 |
|
4/6/2007 |
|
2163 |
|
11/2/2006 |
|
2304 |
|
4/11/2007 |
|
2167 |
|
11/7/2006 |
|
2307 |
|
4/16/2007 |
|
2170 |
|
11/10/2006 |
|
2311 |
|
4/19/2007 |
|
2174 |
|
11/15/2006 |
|
2315 |
|
4/24/2007 |
|
2179 |
|
11/20/2006 |
|
2320 |
|
4/27/2007 |
|
2183 |
|
11/27/2006 |
|
2323 |
|
5/2/2007 |
|
2187 |
|
11/30/2006 |
|
2327 |
|
5/7/2007 |
|
2191 |
|
12/5/2006 |
|
2331 |
|
5/10/2007 |
|
2196 |
|
12/8/2006 |
|
2335 |
|
5/15/2007 |
|
2199 |
|
12/13/2006 |
|
2339 |
|
5/18/2007 |
|
2203 |
|
12/18/2006 |
|
2343 |
|
5/23/2007 |
|
2207 |
|
12/21/2006 |
|
2347 |
|
5/29/2007 |
|
2211 |
|
1/4/2007 |
|
2351 |
|
6/1/2007 |
|
2215 |
|
1/9/2007 |
|
2356 |
|
6/6/2007 |
|
2220 |
|
1/12/2007 |
|
2359 |
|
6/11/2007 |
|
2223 |
|
1/17/2007 |
|
2363 |
|
6/14/2007 |
|
2227 |
|
1/22/2007 |
|
2367 |
|
6/19/2007 |
|
2231 |
|
1/25/2007 |
|
2372 |
|
6/22/2007 |
|
2235 |
|
1/30/2007 |
|
2375 |
|
6/27/2007 |
|
2240 |
|
2/2/2007 |
|
2379 |
|
7/2/2007 |
|
2243 |
|
2/7/007 |
|
2383 |
|
7/6/2007 |
|
2247 |
|
2/12/2007 |
|
2388 |
|
7/11/2007 |
|
2251 |
|
2/15/2007 |
|
2391 |
|
7/16/2007 |
|
2255 |
|
2/20/2007 |
|
2395 |
|
7/19/2007 |
|
2259 |
|
2/23/2007 |
|
2399 |
|
7/24/2007 |
|
2264 |
|
2/28/2007 |
|
|
|
|
|
2268 |
|
3/5/2007 |
|
|
|
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
THE BALANCE OF THIS SCHEDULE IS FOR PLANNING PURPOSES ONLY
C/L |
|
SHIP TO
|
|
C/L |
|
SHIP TO
|
|
C/L |
|
SHIP TO
|
|
S/S 1 |
|
8/1/2007 |
|
S/S 22 |
|
11/1/2007 |
|
S/S 43 |
|
5/1/2008 |
|
S/S 2 |
|
8/1/2007 |
|
S/S 23 |
|
11/1/2007 |
|
S/S 44 |
|
5/1/2008 |
|
S/S 3 |
|
8/1/2007 |
|
S/S 24 |
|
11/1/2007 |
|
S/S 45 |
|
5/1/2008 |
|
S/S 4 |
|
8/1/2007 |
|
S/S 25 |
|
12/1/2007 |
|
S/S 46 |
|
5/1/2008 |
|
S/S 5 |
|
8/1/2007 |
|
S/S 26 |
|
12/1/2007 |
|
S/S 47 |
|
6/1/2009 |
|
S/S 6 |
|
8/1/2007 |
|
S/S 27 |
|
1/1/2008 |
|
S/S 48 |
|
6/1/2008 |
|
S/S 7 |
|
9/1/2007 |
|
S/S 28 |
|
1/1/2008 |
|
S/S 49 |
|
6/1/2008 |
|
S/S 8 |
|
9/1/2007 |
|
S/S 29 |
|
1/1/2008 |
|
S/S 50 |
|
7/1/2008 |
|
S/S 9 |
|
9/1/2007 |
|
S/S 30 |
|
1/1/2008 |
|
S/S 51 |
|
7/1/2008 |
|
S/S 10 |
|
9/1/2007 |
|
S/S 31 |
|
2/1/2008 |
|
S/S 52 |
|
7/1/1008 |
|
S/S 11 |
|
9/1/2007 |
|
S/S 32 |
|
2/1/2008 |
|
S/S 53 |
|
8/1/2008 |
|
S/S 12 |
|
9/1/2007 |
|
S/S 33 |
|
2/1/2008 |
|
S/S 54 |
|
8/1/2008 |
|
S/S 13 |
|
10/1/2007 |
|
S/S 34 |
|
2/1/2008 |
|
S/S 55 |
|
8/1/2008 |
|
S/S 14 |
|
10/1/2007 |
|
S/S 35 |
|
3/1/2008 |
|
S/S 56 |
|
9/1/2008 |
|
S/S 15 |
|
10/1/2007 |
|
S/S 36 |
|
3/1/2008 |
|
S/S 57 |
|
9/1/2008 |
|
S/S 16 |
|
10/1/2007 |
|
S/S 37 |
|
3/1/2008 |
|
S/S 58 |
|
9/1/2008 |
|
S/S 17 |
|
10/1/2007 |
|
S/S 38 |
|
3/1/2008 |
|
S/S 59 |
|
10/1/2008 |
|
S/S18 |
|
10/1/2007 |
|
S/S 39 |
|
4/1/2008 |
|
S/S 60 |
|
10/1/2008 |
|
S/S 19 |
|
11/1/2007 |
|
S/S 40 |
|
4/1/2008 |
|
S/S 61 |
|
10/1/2008 |
|
S/S 20 |
|
11/1/2007 |
|
S/S 41 |
|
4/1/2008 |
|
END OF PRODUCTION |
|
||
S/S 21 |
|
11/1/2007 |
|
S/S 42 |
|
4/1/ 2008 |
|
|
|
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Wichita
737NG Vertical Fin
Master Schedule R-142R2
S/S |
|
C/L |
|
SHIP TO
|
|
S/S |
|
C/L |
|
SHIP TO
|
|
S/S |
|
C/L |
|
SHIP TO
|
|
1 |
|
1731 |
|
5/2/2005 |
|
36 |
|
1811 |
|
8/25/2005 |
|
71 |
|
1902 |
|
1/9/2006 |
|
2 |
|
1732 |
|
5/3/2005 |
|
37 |
|
1814 |
|
8/30/2005 |
|
72 |
|
1904 |
|
1/10/2006 |
|
3 |
|
1734 |
|
5/6/2005 |
|
38 |
|
1816 |
|
9/1/2005 |
|
73 |
|
1905 |
|
1/12/2006 |
|
4 |
|
1737 |
|
5/11/2005 |
|
39 |
|
1819 |
|
9/7/2005 |
|
74 |
|
1907 |
|
1/16/2006 |
|
5 |
|
1740 |
|
5/16/2005 |
|
40 |
|
1821 |
|
9/9/2005 |
|
75 |
|
1910 |
|
1/18/2006 |
|
6 |
|
1743 |
|
5/19/2005 |
|
41 |
|
1822 |
|
9/12/2005 |
|
76 |
|
1912 |
|
1/19/2006 |
|
7 |
|
1746 |
|
5/24/2005 |
|
42 |
|
1824 |
|
9/14/2005 |
|
77 |
|
1913 |
|
1/23/2006 |
|
8 |
|
1749 |
|
5/27/2005 |
|
43 |
|
1826 |
|
9/16/2005 |
|
78 |
|
1915 |
|
1/25/2006 |
|
9 |
|
1751 |
|
6/1/2005 |
|
44 |
|
1829 |
|
9/21/2005 |
|
79 |
|
1918 |
|
1/27/2006 |
|
10 |
|
1754 |
|
6/6/2005 |
|
45 |
|
1831 |
|
9/23/2005 |
|
80 |
|
1920 |
|
1/30/2006 |
|
11 |
|
1756 |
|
6/8/2005 |
|
46 |
|
1834 |
|
9/28/2005 |
|
81 |
|
1921 |
|
2/1/2006 |
|
12 |
|
1757 |
|
6/9/2005 |
|
47 |
|
1836 |
|
9/30/2005 |
|
82 |
|
1923 |
|
2/3/2006 |
|
13 |
|
1759 |
|
6/13/2005 |
|
48 |
|
1839 |
|
10/5/2005 |
|
83 |
|
1926 |
|
2/7/2006 |
|
14 |
|
1761 |
|
6/15/2005 |
|
49 |
|
1841 |
|
10/7/2005 |
|
84 |
|
1928 |
|
2/8/2006 |
|
15 |
|
1764 |
|
6/20/2005 |
|
50 |
|
1842 |
|
10/10/2005 |
|
85 |
|
1929 |
|
2/10/2006 |
|
16 |
|
1766 |
|
6/22/2005 |
|
51 |
|
1844 |
|
10/12/2005 |
|
86 |
|
1931 |
|
2/14/2006 |
|
17 |
|
1769 |
|
6/27/2005 |
|
52 |
|
1846 |
|
10/14/2005 |
|
87 |
|
1934 |
|
2/16/2006 |
|
18 |
|
1771 |
|
6/29/2005 |
|
53 |
|
1849 |
|
10/19/2005 |
|
88 |
|
1936 |
|
2/17/2006 |
|
19 |
|
1774 |
|
7/5/2005 |
|
54 |
|
1851 |
|
10/21/2005 |
|
89 |
|
1937 |
|
2/21/2006 |
|
20 |
|
1776 |
|
7/7/2005 |
|
55 |
|
1854 |
|
10/26/2005 |
|
90 |
|
1939 |
|
2/23/2006 |
|
21 |
|
1779 |
|
7/12/2005 |
|
56 |
|
1856 |
|
10/28/2005 |
|
91 |
|
1942 |
|
2/27/2006 |
|
22 |
|
1781 |
|
7/14/2005 |
|
57 |
|
1859 |
|
11/2/2005 |
|
92 |
|
1944 |
|
2/28/2006 |
|
23 |
|
1784 |
|
7/19/2005 |
|
58 |
|
1861 |
|
11/3/2005 |
|
93 |
|
1945 |
|
3/2/2006 |
|
24 |
|
1786 |
|
7/21/2005 |
|
59 |
|
1866 |
|
11/10/2005 |
|
94 |
|
1947 |
|
3/3/2006 |
|
25 |
|
1789 |
|
7/26/2005 |
|
60 |
|
1870 |
|
11/15/2005 |
|
95 |
|
1949 |
|
3/7/2006 |
|
26 |
|
1791 |
|
7/28/2005 |
|
61 |
|
1873 |
|
11/18/2005 |
|
96 |
|
1951 |
|
3/8/2006 |
|
27 |
|
1794 |
|
8/2/2005 |
|
62 |
|
1877 |
|
11/23/2005 |
|
97 |
|
1952 |
|
3/10/2006 |
|
28 |
|
1795 |
|
8/3/2005 |
|
63 |
|
1880 |
|
11/30/2005 |
|
98 |
|
1954 |
|
3/13/2006 |
|
29 |
|
1796 |
|
8/4/2005 |
|
64 |
|
1883 |
|
12/5/2005 |
|
99 |
|
1956 |
|
3/15/2006 |
|
30 |
|
1799 |
|
8/9/2005 |
|
65 |
|
1886 |
|
12/7/2005 |
|
100 |
|
1958 |
|
3/16/2006 |
|
31 |
|
1801 |
|
8/11/2005 |
|
66 |
|
1889 |
|
12/15/2005 |
|
101 |
|
1959 |
|
3/20/2006 |
|
32 |
|
1803 |
|
8/15/2005 |
|
67 |
|
1891 |
|
12/16/2005 |
|
102 |
|
1961 |
|
3/21/2006 |
|
33 |
|
1804 |
|
8/16/2005 |
|
68 |
|
1893 |
|
12/19/2005 |
|
103 |
|
1962 |
|
3/23/2006 |
|
34 |
|
1806 |
|
8/18/2005 |
|
69 |
|
1894 |
|
12/22/2005 |
|
104 |
|
1964 |
|
3/24/2006 |
|
35 |
|
1809 |
|
8/23/2005 |
|
70 |
|
1897 |
|
1/5/2006 |
|
105 |
|
1966 |
|
3/28/2006 |
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Wichita
737NG Vertical Fin
Master Schedule R-142R2 - continued
S/S |
|
C/L |
|
SHIP TO
|
|
S/S |
|
C/L |
|
SHIP TO
|
|
S/S |
|
C/L |
|
SHIP TO
|
|
106 |
|
1968 |
|
3/29/2006 |
|
141 |
|
2030 |
|
6/13/2006 |
|
176 |
|
2099 |
|
8/25/2006 |
|
107 |
|
1969 |
|
3/31/2006 |
|
142 |
|
2032 |
|
6/14/2006 |
|
177 |
|
2101 |
|
8/29/2006 |
|
108 |
|
1971 |
|
4/3/2006 |
|
143 |
|
2034 |
|
6/16/2006 |
|
178 |
|
2103 |
|
8/30/2006 |
|
109 |
|
1973 |
|
4/5/2006 |
|
144 |
|
2036 |
|
6/19/2006 |
|
179 |
|
2105 |
|
9/1/2006 |
|
110 |
|
1975 |
|
4/6/2006 |
|
145 |
|
2038 |
|
6/21/2006 |
|
180 |
|
2107 |
|
9/5/2006 |
|
111 |
|
1976 |
|
4/10/2006 |
|
146 |
|
2039 |
|
6/22/2006 |
|
181 |
|
2109 |
|
9/7/2006 |
|
112 |
|
1978 |
|
4/11/2006 |
|
147 |
|
2041 |
|
6/26/2006 |
|
182 |
|
2111 |
|
9/8/2006 |
|
113 |
|
1979 |
|
4/13/2006 |
|
148 |
|
2043 |
|
6/27/2006 |
|
183 |
|
2113 |
|
9/12/2006 |
|
114 |
|
1982 |
|
4/14/2006 |
|
149 |
|
2045 |
|
6/29/2006 |
|
184 |
|
2115 |
|
9/13/2006 |
|
115 |
|
1983 |
|
4/18/2006 |
|
150 |
|
2047 |
|
6/30/2006 |
|
185 |
|
2117 |
|
9/15/2006 |
|
116 |
|
1985 |
|
4/19/2006 |
|
151 |
|
2049 |
|
7/5/2006 |
|
186 |
|
2119 |
|
9/18/2006 |
|
117 |
|
1986 |
|
4/21/2006 |
|
152 |
|
2051 |
|
7/6/2006 |
|
187 |
|
2121 |
|
9/20/2006 |
|
118 |
|
1988 |
|
4/24/2006 |
|
153 |
|
2053 |
|
7/10/2006 |
|
188 |
|
2123 |
|
9/21/2006 |
|
119 |
|
1990 |
|
4/26/2006 |
|
154 |
|
2055 |
|
7/11/2006 |
|
189 |
|
2125 |
|
9/25/2006 |
|
120 |
|
1992 |
|
4/27/2006 |
|
155 |
|
2057 |
|
7/13/2006 |
|
190 |
|
2127 |
|
9/26/2006 |
|
121 |
|
1993 |
|
5/1/2006 |
|
156 |
|
2059 |
|
7/14/2006 |
|
191 |
|
2129 |
|
9/28/2006 |
|
122 |
|
1995 |
|
5/2/2006 |
|
157 |
|
2061 |
|
7/18/2006 |
|
192 |
|
2131 |
|
9/29/2006 |
|
123 |
|
1997 |
|
5/4/2006 |
|
158 |
|
2063 |
|
7/19/2006 |
|
193 |
|
2133 |
|
10/3/2006 |
|
124 |
|
1999 |
|
5/5/2006 |
|
159 |
|
2065 |
|
7/21/2006 |
|
194 |
|
2135 |
|
10/4/2006 |
|
125 |
|
2001 |
|
5/9/2006 |
|
160 |
|
2067 |
|
7/24/2006 |
|
195 |
|
2137 |
|
10/6/2006 |
|
126 |
|
2002 |
|
5/10/2006 |
|
161 |
|
2069 |
|
7/26/2006 |
|
196 |
|
2139 |
|
10/9/2006 |
|
127 |
|
2003 |
|
5/12/2006 |
|
162 |
|
2071 |
|
7/27/2006 |
|
197 |
|
2141 |
|
10/11/2006 |
|
128 |
|
2006 |
|
5/15/2006 |
|
163 |
|
2073 |
|
7/31/2006 |
|
198 |
|
2143 |
|
10/12/2006 |
|
129 |
|
2007 |
|
5/17/2006 |
|
164 |
|
2075 |
|
8/1/2006 |
|
199 |
|
2145 |
|
10/16/2006 |
|
130 |
|
2009 |
|
5/18/2006 |
|
165 |
|
2077 |
|
8/3/2006 |
|
200 |
|
2147 |
|
10/17/2006 |
|
131 |
|
2010 |
|
5/22/2006 |
|
166 |
|
2079 |
|
8/4/2006 |
|
201 |
|
2149 |
|
10/19/2006 |
|
132 |
|
2012 |
|
5/23/2006 |
|
167 |
|
2081 |
|
8/8/2006 |
|
202 |
|
2151 |
|
10/20/2006 |
|
133 |
|
2014 |
|
5/25/2006 |
|
168 |
|
2083 |
|
8/9/2006 |
|
203 |
|
2153 |
|
10/24/2006 |
|
134 |
|
2016 |
|
5/26/2006 |
|
169 |
|
2085 |
|
8/11/2006 |
|
204 |
|
2155 |
|
10/25/2006 |
|
135 |
|
2018 |
|
5/31/2006 |
|
170 |
|
2087 |
|
8/14/2006 |
|
205 |
|
2157 |
|
10/27/2006 |
|
136 |
|
2020 |
|
6/1/2006 |
|
171 |
|
2089 |
|
8/16/2006 |
|
206 |
|
2159 |
|
10/30/2006 |
|
137 |
|
2022 |
|
6/5/2006 |
|
172 |
|
2091 |
|
8/17/2006 |
|
207 |
|
2161 |
|
11/1/2006 |
|
138 |
|
2024 |
|
6/6/2006 |
|
173 |
|
2093 |
|
8/21/2006 |
|
208 |
|
2163 |
|
11/2/2006 |
|
139 |
|
2026 |
|
6/8/2006 |
|
174 |
|
2095 |
|
8/22/2006 |
|
209 |
|
2165 |
|
11/6/2006 |
|
140 |
|
2028 |
|
6/9/2006 |
|
175 |
|
2097 |
|
8/24/2006 |
|
210 |
|
2167 |
|
11/7/2006 |
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Wichita
737NG Vertical Fin
Master Schedule R-142R2 - continued
S/S |
|
C/L |
|
SHIP TO
|
|
S/S |
|
C/L |
|
SHIP TO
|
|
S/S |
|
C/L |
|
SHIP TO
|
|
211 |
|
2169 |
|
11/9/2006 |
|
246 |
|
2239 |
|
2//2/2007 |
|
281 |
|
2309 |
|
4/18/2007 |
|
212 |
|
2171 |
|
11/10/2006 |
|
247 |
|
2241 |
|
2/6/2007 |
|
282 |
|
2311 |
|
4/19/2007 |
|
213 |
|
2173 |
|
11/14/2006 |
|
248 |
|
2243 |
|
2/7/2007 |
|
283 |
|
2313 |
|
4/23/2007 |
|
214 |
|
2175 |
|
11/15/2006 |
|
249 |
|
2245 |
|
2/9/2007 |
|
284 |
|
2315 |
|
4/24/2007 |
|
215 |
|
2177 |
|
11/17/2006 |
|
250 |
|
2247 |
|
2/12/2007 |
|
285 |
|
2317 |
|
4/26/2007 |
|
216 |
|
2179 |
|
11/20/2006 |
|
251 |
|
2249 |
|
2/14/2007 |
|
286 |
|
2319 |
|
4/27/2007 |
|
217 |
|
2181 |
|
11/22/2006 |
|
252 |
|
2251 |
|
2/15/2007 |
|
287 |
|
2321 |
|
5/1/2007 |
|
218 |
|
2183 |
|
11/27/2006 |
|
253 |
|
2253 |
|
2/19/2007 |
|
288 |
|
2323 |
|
5/2/2007 |
|
219 |
|
2185 |
|
11/29/2006 |
|
254 |
|
2255 |
|
2/20/2007 |
|
289 |
|
2325 |
|
5/4/2007 |
|
220 |
|
2187 |
|
11/30/2006 |
|
255 |
|
2257 |
|
2/22/2007 |
|
290 |
|
2327 |
|
5/7/2007 |
|
221 |
|
2189 |
|
12/4/2006 |
|
256 |
|
2259 |
|
2/23/2007 |
|
291 |
|
2329 |
|
5/9/2007 |
|
222 |
|
2191 |
|
12/5/2006 |
|
257 |
|
2261 |
|
2/27/2007 |
|
292 |
|
2331 |
|
5/10/2007 |
|
223 |
|
2193 |
|
12/7/2006 |
|
258 |
|
2263 |
|
2/28/2007 |
|
293 |
|
2333 |
|
5/14/2007 |
|
224 |
|
2195 |
|
12/8/2006 |
|
259 |
|
2265 |
|
3/2/2007 |
|
294 |
|
2335 |
|
5/15/2007 |
|
225 |
|
2197 |
|
12/12/2006 |
|
260 |
|
2267 |
|
3/5/2007 |
|
295 |
|
2337 |
|
5/17/2007 |
|
226 |
|
2199 |
|
12/13/2006 |
|
261 |
|
2269 |
|
3/7/2007 |
|
296 |
|
2339 |
|
5/18/2007 |
|
227 |
|
2201 |
|
12/15/2006 |
|
262 |
|
2271 |
|
3/8/2007 |
|
297 |
|
2341 |
|
5/22/2007 |
|
228 |
|
2203 |
|
12/18/2006 |
|
263 |
|
2273 |
|
3/12/2007 |
|
298 |
|
2343 |
|
5/23/2007 |
|
229 |
|
2205 |
|
12/20/2006 |
|
264 |
|
2275 |
|
3/13/2007 |
|
299 |
|
2345 |
|
5/25/2007 |
|
230 |
|
2207 |
|
12/21/2006 |
|
265 |
|
2277 |
|
3/15/2007 |
|
300 |
|
2347 |
|
5/29/2007 |
|
231 |
|
2209 |
|
1/3/2007 |
|
266 |
|
2279 |
|
3/16/2007 |
|
301 |
|
2349 |
|
5/31/2007 |
|
232 |
|
2211 |
|
1/4/2007 |
|
267 |
|
2281 |
|
3/20/2007 |
|
302 |
|
2351 |
|
6/1/2007 |
|
233 |
|
2213 |
|
1/8/2007 |
|
268 |
|
2283 |
|
3/21/2007 |
|
303 |
|
2353 |
|
6/5/2007 |
|
234 |
|
2215 |
|
1/9/2007 |
|
269 |
|
2285 |
|
3/23/2007 |
|
304 |
|
2355 |
|
6/6/2007 |
|
235 |
|
2217 |
|
1/11/2007 |
|
270 |
|
2287 |
|
3/26/2007 |
|
305 |
|
2357 |
|
6/8/2007 |
|
236 |
|
2219 |
|
1/12/2007 |
|
271 |
|
2289 |
|
3/28/2007 |
|
306 |
|
2359 |
|
6/11/2007 |
|
237 |
|
2221 |
|
1/16/2007 |
|
272 |
|
2291 |
|
3/29/2007 |
|
307 |
|
2361 |
|
6/13/2007 |
|
238 |
|
2223 |
|
1/17/2007 |
|
273 |
|
2293 |
|
4/2/2007 |
|
308 |
|
2363 |
|
6/14/2007 |
|
239 |
|
2225 |
|
1/19/2007 |
|
274 |
|
2295 |
|
4/3/2007 |
|
309 |
|
2365 |
|
6/18/2007 |
|
240 |
|
2227 |
|
1/22/2007 |
|
275 |
|
2297 |
|
4/5/2007 |
|
310 |
|
2367 |
|
6/19/2007 |
|
241 |
|
2229 |
|
1/24/2007 |
|
276 |
|
2299 |
|
4/6/2007 |
|
311 |
|
2369 |
|
6/21/2007 |
|
242 |
|
2231 |
|
1/25/2007 |
|
277 |
|
2301 |
|
4/10/2007 |
|
312 |
|
2371 |
|
6/22/2007 |
|
243 |
|
2233 |
|
1/29/2007 |
|
278 |
|
2303 |
|
4/11/2007 |
|
313 |
|
2373 |
|
6/26/2007 |
|
244 |
|
2235 |
|
1/30/2007 |
|
279 |
|
2305 |
|
4/13/2007 |
|
314 |
|
2375 |
|
6/27/2007 |
|
245 |
|
2237 |
|
2/1/2007 |
|
280 |
|
2307 |
|
4/16/2007 |
|
315 |
|
2377 |
|
6/29/2007 |
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Wichita
737NG Vertical Fin
Master Schedule R-142R2 - continued
S/S |
|
C/L |
|
SHIP TO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
316 |
|
2379 |
|
7/2/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
317 |
|
2381 |
|
7/5/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
318 |
|
2383 |
|
7/6/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
319 |
|
2385 |
|
7/10/2077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
320 |
|
2387 |
|
7/11/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
321 |
|
2389 |
|
7/13/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
322 |
|
2391 |
|
7/16/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
323 |
|
2393 |
|
7/18/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
324 |
|
2395 |
|
7/19/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
325 |
|
2397 |
|
7/23/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
326 |
|
2399 |
|
7/25/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
THE BALANCE OF THIS SCHEDULE IS FOR PLANNING PURPOSES ONLY
C/L |
|
SHIP TO
|
|
C/L |
|
SHIP TO
|
|
C/L |
|
SHIP TO
|
|
1 |
|
8/1/2007 |
|
41 |
|
11/1/2007 |
|
81 |
|
4/1/2008 |
|
2 |
|
8/1/2007 |
|
42 |
|
11/1/2007 |
|
82 |
|
4/1/2008 |
|
3 |
|
8/1/2007 |
|
43 |
|
11/1/2007 |
|
83 |
|
4/1/2008 |
|
4 |
|
8/1/2007 |
|
44 |
|
11/1/2007 |
|
84 |
|
4/1/2008 |
|
5 |
|
8/1/2007 |
|
45 |
|
11/1/2007 |
|
85 |
|
4/1/2008 |
|
6 |
|
8/1/2007 |
|
46 |
|
12/1/2007 |
|
86 |
|
4/1/2008 |
|
7 |
|
8/1/2007 |
|
47 |
|
12/1/2007 |
|
87 |
|
4/1/2008 |
|
8 |
|
8/1/2007 |
|
48 |
|
12/1/2007 |
|
88 |
|
4/1/2008 |
|
9 |
|
8/1/2007 |
|
49 |
|
12/1/2007 |
|
89 |
|
4/1/2008 |
|
10 |
|
8/1/2007 |
|
50 |
|
12/1/2007 |
|
90 |
|
4/1/2008 |
|
11 |
|
8/1/2007 |
|
51 |
|
1/1/2008 |
|
91 |
|
4/1/2008 |
|
12 |
|
8/1/2007 |
|
52 |
|
1/1/2008 |
|
92 |
|
4/1/2008 |
|
13 |
|
9/1/2007 |
|
53 |
|
1/1/2008 |
|
93 |
|
5/1/2008 |
|
14 |
|
9/1/2007 |
|
54 |
|
1/1/2008 |
|
94 |
|
5/1/2008 |
|
15 |
|
9/1/2007 |
|
55 |
|
1/1/2008 |
|
95 |
|
5/1/2008 |
|
16 |
|
9/1/2007 |
|
56 |
|
1/1/2008 |
|
96 |
|
5/1/2008 |
|
17 |
|
9/1/2007 |
|
57 |
|
1/1/2008 |
|
97 |
|
5/1/2008 |
|
18 |
|
9/1/2007 |
|
58 |
|
1/1/2008 |
|
98 |
|
5/1/2008 |
|
19 |
|
9/1/2007 |
|
59 |
|
2/1/2008 |
|
99 |
|
5/1/2008 |
|
20 |
|
9/1/2007 |
|
60 |
|
2/1/2008 |
|
100 |
|
5/1/2008 |
|
21 |
|
9/1/2007 |
|
61 |
|
2/1/2008 |
|
101 |
|
6/1/2008 |
|
22 |
|
9/1/2007 |
|
62 |
|
2/1/2008 |
|
102 |
|
6/1/2008 |
|
23 |
|
9/1/2007 |
|
63 |
|
2/1/2008 |
|
103 |
|
6/1/2008 |
|
24 |
|
10/1/2007 |
|
64 |
|
2/1/2008 |
|
104 |
|
6/1/2008 |
|
25 |
|
10/1/2007 |
|
65 |
|
2/1/2008 |
|
105 |
|
6/1/2008 |
|
26 |
|
10/1/2007 |
|
66 |
|
2/1/2008 |
|
106 |
|
6/1/2008 |
|
27 |
|
10/1/2007 |
|
67 |
|
2/1/2008 |
|
107 |
|
6/1/2008 |
|
28 |
|
10/1/2007 |
|
68 |
|
2/1/2008 |
|
108 |
|
6/1/2008 |
|
29 |
|
10/1/2007 |
|
69 |
|
2/1/2008 |
|
109 |
|
6/1/2008 |
|
30 |
|
10/1/2007 |
|
70 |
|
3/1/2008 |
|
110 |
|
7/1/2008 |
|
31 |
|
10/1/2007 |
|
71 |
|
3/1/2008 |
|
111 |
|
7/1/2008 |
|
32 |
|
10/1/2007 |
|
72 |
|
3/1/2008 |
|
112 |
|
7/1/2008 |
|
33 |
|
10/1/2007 |
|
73 |
|
3/1/2008 |
|
113 |
|
7/1/2008 |
|
34 |
|
10/1/2007 |
|
74 |
|
3/1/2008 |
|
114 |
|
7/1/2008 |
|
35 |
|
11/1/2007 |
|
75 |
|
3/1/2008 |
|
115 |
|
7/1/2008 |
|
36 |
|
11/1/2007 |
|
76 |
|
3/1/2008 |
|
116 |
|
7/1/2008 |
|
37 |
|
11/1/2007 |
|
77 |
|
3/1/2008 |
|
117 |
|
7/1/2008 |
|
38 |
|
11/1/2007 |
|
78 |
|
3/1/2008 |
|
118 |
|
8/1/2008 |
|
39 |
|
11/1/2007 |
|
79 |
|
3/1/2008 |
|
119 |
|
8/1/2008 |
|
40 |
|
11/1/2007 |
|
80 |
|
3/1/2008 |
|
120 |
|
8/1/2008 |
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
THE BALANCE OF THIS SHCEDULE IS FOR PLANNING PURPOSES ONLY
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Wichita/Tulsa KAI 737 HS & VF Support Schedule
2005-2008
The support schedule below represents the support schedule currently agreed to by both parties; it is subject to change by Boeing based on program requirements. Support schedule will be maintained on a rolling 90 day notification process.
|
|
Assembly Support: |
|
Program Support: |
2005 |
|
|
|
|
|
|
|
|
|
May: |
|
1 Person (15 days in-plant) |
|
1 Person (3 days in-plant) |
June: |
|
2 People (5 days each in-plant) |
|
1 Person (3 days in-plant) |
July: |
|
2 People (5 days each in-plant) |
|
3 People (3 days each in-plant) |
Aug: |
|
3 People (5 days each in-plant) |
|
1 Person (3 days in-plant) |
Sep: |
|
2 People (10 days each in-plant) |
|
1 Person (5 days in-plant) |
Oct: |
|
2 People (10 days each in-plant) |
|
2 People (3 days each in-plant) |
Nov: |
|
1 Person (10 days in-plant) |
|
4 People (3 days each in-plant) |
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
1 st Qtr. |
|
2 People (10 days each in-plant) |
|
8 People (5 days each in-plant) |
2 nd Qtr. |
|
1 Person (5 days in-plant) |
|
2 People (5 days each in-plant) |
3 rd Qtr. |
|
2 People (5 days each in-plant) |
|
6 People (5 days each in-plant) |
4 th Qtr. |
|
No Planned Support |
|
No Planned Support |
|
|
|
|
|
2007 |
|
|
|
|
|
|
|
|
|
1 st Qtr. |
|
No Planned Support |
|
2 People (5 days each in-plant) |
2 nd Qtr. |
|
4 People (5 days each in-plant) |
|
4 People (5 days each in-plant) |
3 rd Qtr. |
|
No Planned Support |
|
4 People (5 days each in-plant) |
4 th Qtr. |
|
4 People (5 days each in-plant) |
|
4 People (5 days each in-plant) |
|
|
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
1 st Qtr. |
|
4 People (5 days each in-plant) |
|
4 People (5 days each in-plant) |
2 nd Qtr. |
|
No Planned Support |
|
No Planned Support |
3 rd Qtr. |
|
4 People (5 days each in-plant) |
|
6 People (5 days each in-plant) |
4 th Qtr. |
|
4 People (5 days each in-plant) |
|
4 People (5 days each in-plant) |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
2) Turkey - Lot Time Hardware
· Obligation for Wichita to subcontract statement of work as identified in the below referenced plan.
· Offload to TAI or other suppliers in Turkey
· Wichita offloading in Five (5) phases of lot time work.
· The work packages are identified below to denote the scope of work and dollar amounts. It is not Boeings intent to manage the work statement and individual part numbers. For the avoidance of doubt, the intent is that Seller agrees to offload the parts in these work packages to Turkey or place parts of equivalent estimated value
The key elements of the Turkey Program are:
I. Define the work statement using the following WTP numbers:
WTP B2000- 341 - Package #1
WTP B2000- 416 - Package #2
WTP B2000- 322 - Package #3
WTP B2001- 420 - Package #4
WTP B2001- 425 - Package #5
Additionally, Attachment TP 1 (below)
describes the number of parts per package.
II. Continue to provide financial actuals to BCAG Finance for Industrial Participation (IP) reporting purposes. Wichita Seller will not be responsible for calculating Turkish Added Value (TAV); however they need to be aware of the TAV contractual requirements levied on the Boeing Company. Boeing is required to have a minimum of 30% TAV on hardware deliveries during the years 2003 to mid-2006; 35% during mid-2006 to mid-2009; and 40% on shipments beyond 2009.
III. Maintain the functions of the current management team supporting the IP program and the direct relationships that have been established. For the period commencing on the date of this SBP and ending at first article shipment of the last detail part of WTP B2001-425-package number 5, Boeing shall reimburse Seller for the reasonable travel costs incurred by such management team. Travel costs shall include airfare between the U.S. and Turkey, hotels, meals and car rental costs consistent with Sellers standard travel practices and shall not exceed the cost of Boeings ordinary travel practices. Seller shall promptly submit invoices to Boeing substantiating costs for which Seller seeks reimbursement. Such invoices shall be paid by Boeing in accordance with Paragraph 5.0. Boeing shall pay for any travel to, and support to, Turkey. The IP manager for Turkey, the procurement organizations and the work transfer group, finance and quality assurance. All of these organizations are involved in the IP program for Turkey and we want to maintain these direct relationships as opposed to working through other entities.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Turkey Work Packages
TAI Package #1
Model |
|
Phase |
|
Package |
|
ACC |
|
Assys |
|
FAB |
|
POP |
|
IWA |
737 |
|
2 |
|
216 |
|
|
|
33 |
|
47 |
|
62 |
|
1 |
737 |
|
2 |
|
217 |
|
|
|
89 |
|
274 |
|
138 |
|
11 |
737 |
|
2 |
|
218 |
|
|
|
14 |
|
27 |
|
40 |
|
2 |
737 |
|
3 |
|
301 |
|
|
|
10 |
|
21 |
|
9 |
|
0 |
767 |
|
2 |
|
222 |
|
|
|
7 |
|
0 |
|
20 |
|
8 |
767 |
|
2 |
|
223 |
|
|
|
4 |
|
8 |
|
4 |
|
1 |
767 |
|
2 |
|
224 |
|
|
|
6 |
|
0 |
|
18 |
|
0 |
767 |
|
2 |
|
232 |
|
|
|
1 |
|
0 |
|
2 |
|
0 |
767 |
|
2 |
|
233 |
|
|
|
79 |
|
196 |
|
135 |
|
17 |
777 |
|
2 |
|
226 |
|
|
|
69 |
|
378 |
|
81 |
|
3 |
777 |
|
2 |
|
227 |
|
|
|
5 |
|
20 |
|
0 |
|
2 |
777 |
|
2 |
|
228 |
|
|
|
34 |
|
79 |
|
19 |
|
0 |
Totals |
|
|
|
12 |
|
|
|
351 |
|
1050 |
|
528 |
|
45 |
TAI Package #2
Model |
|
Phase |
|
Package |
|
ACC |
|
Assys |
|
FAB |
|
POP |
|
IWA |
737 |
|
2 |
|
215 |
|
|
|
62 |
|
83 |
|
73 |
|
0 |
737 |
|
3 |
|
302 |
|
|
|
72 |
|
64 |
|
122 |
|
23 |
737 |
|
3 |
|
307 |
|
|
|
63 |
|
196 |
|
149 |
|
8 |
737 |
|
3 |
|
310 |
|
|
|
26 |
|
24 |
|
144 |
|
0 |
737 |
|
4 |
|
2 |
|
|
|
0 |
|
0 |
|
0 |
|
13 |
737 |
|
4 |
|
9 |
|
|
|
28 |
|
64 |
|
38 |
|
6 |
737 |
|
4 |
|
24 |
|
|
|
9 |
|
64 |
|
16 |
|
0 |
747 |
|
2 |
|
229 |
|
|
|
40 |
|
67 |
|
25 |
|
4 |
Totals |
|
|
|
8 |
|
|
|
300 |
|
562 |
|
567 |
|
|
TAI Package #3
Model |
|
Phase |
|
Package |
|
ACC |
|
Assys |
|
FAB |
|
POP . |
|
IWA |
737 |
|
5 |
|
6 |
|
|
|
251 |
|
376 |
|
453 |
|
30 |
737 |
|
5 |
|
9 |
|
|
|
37 |
|
38 |
|
75 |
|
11 |
737 |
|
5 |
|
13 |
|
|
|
19 |
|
22 |
|
58 |
|
15 |
737 |
|
5 |
|
16 |
|
|
|
49 |
|
116 |
|
32 |
|
4 |
737 |
|
5 |
|
19 |
|
|
|
17 |
|
39 |
|
48 |
|
1 |
737 |
|
5 |
|
27 |
|
|
|
14 |
|
11 |
|
19 |
|
7 |
737 |
|
5 |
|
38 |
|
|
|
12 |
|
24 |
|
0 |
|
0 |
747 |
|
5 |
|
41 |
|
|
|
36 |
|
50 |
|
42 |
|
0 |
767 |
|
2 |
|
221 |
|
|
|
7 |
|
7 |
|
6 |
|
0 |
767 |
|
3 |
|
309 |
|
|
|
122 |
|
437 |
|
76 |
|
4 |
767 |
|
3 |
|
314 |
|
|
|
50 |
|
110 |
|
50 |
|
4 |
777/767 |
|
3 |
|
308 |
|
|
|
20 |
|
53 |
|
41 |
|
24 |
Totals |
|
|
|
13 |
|
|
|
634 |
|
1283 |
|
900 |
|
100 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Turkey Work Packages continued
TAI Package #4
Model |
|
Phase |
|
Package |
|
ACC |
|
Assys |
|
FAB |
|
POP |
|
IWA |
737 |
|
3 |
|
318 |
|
|
|
22 |
|
48 |
|
33 |
|
0 |
737 |
|
4 |
|
25 |
|
|
|
5 |
|
3 |
|
14 |
|
0 |
737 |
|
4 |
|
27 |
|
|
|
4 |
|
4 |
|
7 |
|
0 |
737 |
|
4 |
|
36 |
|
|
|
0 |
|
6 |
|
0 |
|
0 |
737 |
|
4 |
|
39 |
|
|
|
46 |
|
69 |
|
132 |
|
5 |
737 |
|
5 |
|
1 |
|
|
|
22 |
|
25 |
|
35 |
|
6 |
737 |
|
5 |
|
5 |
|
|
|
37 |
|
32 |
|
50 |
|
12 |
747 |
|
1 |
|
202 |
|
|
|
37 |
|
50 |
|
54 |
|
0 |
747 |
|
3 |
|
305 |
|
|
|
11 |
|
36 |
|
34 |
|
0 |
747 |
|
3 |
|
316 |
|
|
|
64 |
|
78 |
|
91 |
|
0 |
747 |
|
4 |
|
45 |
|
|
|
19 |
|
39 |
|
22 |
|
1 |
767 |
|
1 |
|
213 |
|
|
|
87 |
|
255 |
|
99 |
|
4 |
767 |
|
2 |
|
220 |
|
|
|
68 |
|
100 |
|
97 |
|
26 |
777 |
|
1 |
|
206 |
|
|
|
8 |
|
20 |
|
2 |
|
0 |
Totals |
|
|
|
14 |
|
|
|
430 |
|
766 |
|
670 |
|
54 |
TM Package #5
Model |
|
Phase |
|
Package |
|
ACC |
|
Assys |
|
FAB |
|
POP |
|
IWA |
|
737 |
|
3 |
|
304 |
|
|
|
23 |
|
54 |
|
7 |
|
0 |
|
737 |
|
3 |
|
321 |
|
|
|
4 |
|
7 |
|
6 |
|
6 |
|
737 |
|
3 |
|
323 |
|
|
|
8 |
|
13 |
|
6 |
|
0 |
|
737 |
|
4 |
|
21 |
|
|
|
4 |
|
4 |
|
4 |
|
0 |
|
737 |
|
4 |
|
41 |
|
|
|
3 |
|
3 |
|
8 |
|
2 |
|
737 |
|
4 |
|
42 |
|
|
|
6 |
|
12 |
|
7 |
|
0 |
|
737 |
|
4 |
|
43 |
|
|
|
3 |
|
14 |
|
3 |
|
0 |
|
737 |
|
5 |
|
87 |
|
|
|
13 |
|
24 |
|
34 |
|
0 |
|
737 |
|
5 |
|
88 |
|
|
|
3 |
|
3 |
|
2 |
|
1 |
|
747 |
|
3 |
|
300 |
|
|
|
28 |
|
61 |
|
22 |
|
6 |
|
747 |
|
4 |
|
46 |
|
|
|
6 |
|
19 |
|
16 |
|
0 |
|
747 |
|
4 |
|
49 |
|
|
|
9 |
|
8 |
|
12 |
|
0 |
|
747 |
|
4 |
|
54 |
|
|
|
69 |
|
93 |
|
127 |
|
6 |
|
747 |
|
4 |
|
58 |
|
|
|
16 |
|
2 |
|
29 |
|
0 |
|
747 |
|
5 |
|
44 |
|
|
|
57 |
|
170 |
|
60 |
|
9 |
|
747 |
|
5 |
|
45 |
|
|
|
54 |
|
145 |
|
50 |
|
0 |
|
777 |
|
3 |
|
303 |
|
|
|
7 |
|
13 |
|
3 |
|
0 |
|
777 |
|
3 |
|
312 |
|
|
|
23 |
|
60 |
|
16 |
|
0 |
|
777 |
|
3 |
|
313 |
|
|
|
42 |
|
127 |
|
32 |
|
0 |
|
777 |
|
3 |
|
317 |
|
|
|
33 |
|
51 |
|
17 |
|
2 |
|
777 |
|
3 |
|
319 |
|
|
|
50 |
|
101 |
|
0 |
|
0 |
|
777 |
|
3 |
|
320 |
|
|
|
8 |
|
0 |
|
0 |
|
18 |
|
777 |
|
3 |
|
325 |
|
|
|
11 |
|
16 |
|
19 |
|
4 |
|
777 |
|
4 |
|
88 |
|
|
|
3 |
|
34 |
|
2 |
|
0 |
|
777 |
|
4 |
|
89 |
|
|
|
64 |
|
130 |
|
38 |
|
0 |
|
777 |
|
4 |
|
100 |
|
|
|
12 |
|
18 |
|
13 |
|
9 |
|
777 |
|
4 |
|
102 |
|
|
|
16 |
|
18 |
|
32 |
|
0 |
|
777 |
|
4 |
|
103 |
|
|
|
26 |
|
48 |
|
20 |
|
11 |
|
Totals |
|
|
|
30 |
|
|
|
601 |
|
1248 |
|
585 |
|
74 |
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Turkey Work Packages - continued
Package Summary
|
|
Pkg 1 |
|
Pkg 2 |
|
Pkg 3 |
|
Pkg 4 |
|
Pkg 5 |
|
Total |
737 |
|
146 |
|
233 |
|
399 |
|
136 |
|
67 |
|
981 |
747 |
|
0 |
|
40 |
|
36 |
|
131 |
|
239 |
|
446 |
767 |
|
97 |
|
0 |
|
179 |
|
155 |
|
0 |
|
431 |
777 |
|
108 |
|
0 |
|
20 |
|
8 |
|
295 |
|
431 |
Total |
|
351 |
|
273 |
|
634 |
|
430 |
|
601 |
|
2289 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
3) China737 Tailcone
· Work transfer [*****]
· This part number will transition from a Seller build to a Boeing Puget Sound Global Partners purchased item.
· Boeing Puget Sound Global Partners will have responsibility for entering into and maintaining a contract with the target supplier for this work transfer. In the event that Boeing requests that Seller travel to China for purposes of providing support in China, Boeing shall reimburse Seller for the reasonable travel costs incurred by Sellers employees. Travel costs shall include airfare between the U.S. and China, hotels, meals and car rental costs consistent with Sellers standard travel practices and shall not exceed the cost of Boeings ordinary travel practices. Seller shall promptly submit invoices to Boeing substantiating costs for which Seller seeks reimbursement. Such invoices shall be paid by Boeing in accordance with Paragraph 5.0.
· This part number will be removed from Attachment 1 of this SBP and Boeing will have no further obligation to purchase part number from Seller at the conclusion of this work transfer. The schedule and hardware quantities are subject to change support program requirements. Such changes will be made in accordance with the terms of paragraph 7.5 of the Special Business Provisions
· For each 737 airplane delivered by Boeing after the date this SBP is fully executed and through the duration of this SBP, Boeing will make a payment to Spirit AeroSystems Inc. in the amount of [*****] where: (i) Spirit AeroSystems Inc. does not produce and/or supply to Boeing a Tailcone for use on the 737 aircraft delivered and (ii) Boeing obtains and installs on the 737 aircraft delivered a Tailcone from a source other than Spirit AeroSystems Inc.
· Reference WTM item 613
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
Schedule for 737 Tailcone for Wichita
Month |
|
Wichita Delivery Quantity |
Jan-05 |
|
19 |
Feb-05 |
|
20 |
Mar-05 |
|
20 |
Apr-05 |
|
19 |
May-05 |
|
21 |
June-05 |
|
20 |
Jul-05 |
|
23 |
Aug-05 |
|
21 |
Sep-05 |
|
21 |
Oct-05 |
|
20 |
Nov-05 |
|
19 |
Dec-05 |
|
24 |
Jan-06 |
|
24 |
Feb-06 |
|
24 |
Mar-06 |
|
24 |
Apr-06 |
|
24 |
May-06 |
|
21 |
Jun-06 |
|
21 |
Jul-06 |
|
21 |
Aug-06 |
|
21 |
Sep-06 |
|
21 |
Oct-06 |
|
21 |
Nov-06 |
|
21 |
Dec-06 |
|
21 |
Jan-07 |
|
14 |
Feb-07 |
|
14 |
Mar-07 |
|
14 |
Apr-07 |
|
14 |
May-07 |
|
14 |
Jun-07 |
|
10 |
Jul-07 |
|
10 |
Aug-07 |
|
10 |
Sep-07 |
|
10 |
Oct-07 |
|
10 |
Nov-07 |
|
10 |
Dec-07 |
|
10 |
Jan-08 |
|
0 |
Feb-08 |
|
0 |
Mar-08 |
|
0 |
Apr-08 |
|
0 |
|
|
651 |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Additionally, Boeing receives Market Access credit through the Wichita, Tulsa and McAlester sites as follows:
Australia: Tulsa / Wichita
Canada: Tulsa / Wichita
China:
Europe/NATO
France-Wichita / Tulsa
India:
South Africa:
South Korea: Wichita / Tulsa
United Kingdom: Wichita / Tulsa
Russia
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 13 TO
SPECIAL BUSINESS PROVISIONS
RESERVED
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 14 TO
SPECIAL BUSINESS PROVISIONS
PRODUCTION ARTICLE DELIVERY SCHEDULE
(Reference SBP Section 3.3.2,3.3.4,3.4.1)
MASTER SCHEDULE**
737 R156R3
747 E139R3
767 T121R3
777 U49R4
To be provided by Boeing for Products Delivered via manual FOB Master
Schedule. All other products schedules via the Order.
**Each time a master schedule firing order for the model 737, 747, 767 & 777 Program is released, Boeing will furnish Seller with a copy. Seller will use that information to determine the airplane configuration for each line number .
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
BOEING/Spirit AeroSystems, Inc.
Special Business Provisions (SBP)
MS-655530-0016
Amendment 7
SBP ATTACHMENT 15 TO
SPECIAL BUSINESS PROVIONS
MAXIMUM PRODUCTION RATE
And MODEL MIX CONSTRAINT MATRIX
(Reference SBP Section 7.5.1)
|
|
Monthly |
|
Wichita |
|
STRUCTURES |
|
Engines |
|
Fin* |
|
Stab* |
|
Section 48
|
||||||||||
MODELS |
|
Protection
|
|
Capacity |
|
Mix |
|
Units
|
|
Skin Polish |
|
PSD
|
|
WCH
|
|
Wichita |
|
Wichita |
|
Wichita |
||||
737 |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
||||||
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
||||
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
||||
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
||||
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
||||
[*****] |
|
[*****] |
|
[*****] |
|
None |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
||||||
|
|
|
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
[*****] |
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[*****] |
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[*****] |
|
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||
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[*****] |
|
[*****] |
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[*****] |
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||
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
||
|
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[*****] |
|
[*****] |
|
[*****] |
|
|
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|
|
|||||||||||
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[*****] |
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[*****] |
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[*****] |
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||
|
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[*****] |
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[*****] |
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[*****] |
|
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|
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||
|
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[*****] |
|
[*****] |
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[*****] |
|
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|
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|
|
||
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
||
|
|
[*****] |
|
[*****] |
|
[*****] |
|
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|
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|
|
|||||||||||
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
||
|
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|||||||||||
NOTE: The number of [*****] and [*****] model airplanes above reflect a total capability of [*****] airplanes per month, and reflect the number of [*****] model airplanes which can be manufactured with a corresponding reduction in the number of [*****] model airplanes. A minimum of [*****] Units Separation is required between [*****] model units. Production capacity and combinations of [*****] and [*****] models are limited to a total of [*****] airplanes per month with a [*****] unit separation as defined in the matrix above. The combinations in the matrix above reflect the number of [*****] airplanes that can be made with a corresponding reduction in [*****] models. [*****] rate support beginning [*****].
[*****] per month supported from [*****] until implementation of [*****] capability.
NOTES : *Production deliveries have completed, tentative last [*****] unit complete by [*****] |
First BBJ3 [*****] |
MODELS |
|
Monthly |
|
Wichita |
|
MIX |
|
STRUCTURES |
|
Engine - Protection Rates |
||||||||
747 |
|
[*****] Units |
|
[*****] Units |
|
[*****] |
|
Units
|
|
Skin Polish |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
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|
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|
|
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|
|
|
|
|
|
|
|
767 |
|
2 Units |
|
5 Units |
|
MIX |
|
Units
|
|
Skin Polish |
|
|
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
[*****] |
|
[*****] |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
777 |
|
7 Units |
|
7 Units |
|
MIX |
|
Units
|
|
Skin Polish |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
TOTAL UNITS |
|
|
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LEGEND |
|
[*****] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
SBP ATTACHMENT 16 TO
SPECIAL BUSINESS PROVISIONS
BOEING PROVIDED DETAILS (BPD)
AND SUPPLIER BANKED MATERIAL (SBM)
(Reference clause 12.13.1)
A. Supplier Banked Material (SBM) :
Requirements managed per Bonded Stores Agreement (BSA) dated February 1, 2006.
SUPPLIER BANK MATERIAL (SBM)
Product
|
|
Program |
|
Description |
|
Quantity
|
[*****] |
|
[*****] |
|
WEAPONS BAY DOOR ASSY, LEFT |
|
[*****] |
[*****] |
|
[*****] |
|
WEAPONS BAY DOOR ASSY, RIGHT |
|
[*****] |
[*****] |
|
[*****] |
|
SEAL, ACCESS PANEL |
|
[*****] |
[*****] |
|
[*****] |
|
Hydraulic Power Drive Unit (HPDU) |
|
[*****] |
[*****] |
|
[*****] |
|
Manual Drive Shaft |
|
[*****] |
[*****] |
|
[*****] |
|
Angle Gearbox, LH |
|
[*****] |
[*****] |
|
[*****] |
|
Angle Gearbox, RH |
|
[*****] |
[*****] |
|
[*****] |
|
Torque Shaft |
|
[*****] |
[*****] |
|
[*****] |
|
Link Assy |
|
[*****] |
[*****] |
|
[*****] |
|
Rotary Geared Actuator (RGA) |
|
[*****] |
[*****] |
|
[*****] |
|
Torque Shaft |
|
[*****] |
[*****] |
|
[*****] |
|
Torque Shaft |
|
[*****] |
[*****] |
|
[*****] |
|
Torque Shaft |
|
[*****] |
[*****] |
|
[*****] |
|
Torque Shaft |
|
[*****] |
[*****] |
|
[*****] |
|
Torque Coupler |
|
[*****] |
[*****] |
|
[*****] |
|
IDG TO BREAKAWAY CONNECTOR - LEFT ENGINE POWER |
|
[*****] |
[*****] |
|
[*****] |
|
IDG TO BREAKAWAY CONNECTOR - RIGHT ENGINE POWER |
|
[*****] |
[*****] |
|
[*****] |
|
Inboard Actuator Tray Assy (LHS) |
|
[*****] |
[*****] |
|
[*****] |
|
Center Actuator Tray Assy (LHS) |
|
[*****] |
[*****] |
|
[*****] |
|
Outboard Actuator Tray Assy (LHS) |
|
[*****] |
[*****] |
|
[*****] |
|
Inboard Actuator Tray Assy (RHS) |
|
[*****] |
[*****] |
|
[*****] |
|
Center Actuator Tray Assy (RHS) |
|
[*****] |
[*****] |
|
[*****] |
|
Outboard Actuator Tray Assy (RHS) |
|
[*****] |
[*****] |
|
[*****] |
|
ESB (1 per side) |
|
[*****] |
[*****] |
|
[*****] |
|
Cable Harness ESB to LEAS, H-Stab |
|
[*****] |
[*****] |
|
[*****] |
|
Cable Harness ESB to Inboard LEA, H-Stab |
|
[*****] |
[*****] |
|
[*****] |
|
RR Probe |
|
[*****] |
[*****] |
|
[*****] |
|
PW Probe |
|
[*****] |
[*****] |
|
[*****] |
|
GE 90 Sensor |
|
[*****] |
[*****] |
|
[*****] |
|
GE 90 Gasket |
|
[*****] |
[*****] |
|
[*****] |
|
GE 90 Damper |
|
[*****] |
[*****] |
|
[*****] |
|
GE 90 Harness |
|
[*****] |
[*****] |
|
[*****] |
|
GE 90 Harness |
|
[*****] |
[*****] |
|
[*****] |
|
GE 115 Sensor |
|
[*****] |
[*****] |
|
[*****] |
|
GE 115 Gasket |
|
[*****] |
[*****] |
|
[*****] |
|
GE 115 Damper |
|
[*****] |
[*****] |
|
[*****] |
|
GE 115 Harness |
|
[*****] |
[*****] |
|
[*****] |
|
GE 115 Harness |
|
[*****] |
[*****] |
|
[*****] |
|
Bracket for Prox. Sensor |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
[*****] |
|
[*****] |
|
Bracket for Prox. Sensor |
|
[*****] |
[*****] |
|
[*****] |
|
Grommet |
|
[*****] |
[*****] |
|
[*****] |
|
Hose |
|
[*****] |
[*****] |
|
[*****] |
|
Valve |
|
[*****] |
[*****] |
|
[*****] |
|
Weapons Bay Door Set of Parts |
|
[*****] |
B. Boeing Provided Details (BPD )
This SBP Attachment 16 identifies Boeing Provided Details (parts) and their associated purchase price which are currently being provided to Seller.
Per SBP Attachment 20 the intent is for Seller to re-source all BPDs per the agreed to transfer plan.
Seller shall provide Boeing with discreet schedules (lead-time away) which depicts Sellers requirements for these parts until such time as the parts have been resourced. The identified transfer price for each BPD, excluding ATA stringers, will be adjusted periodically to reflect Boeings then current fully burdened cost.
Notwithstanding the foregoing, the prices associated with parts sourced from Boeings Winnipeg operations will be subject to any subsequent pricing agreement established directly between Seller and Boeing Winnipeg.
Attachment 16 will continue to be updated / revised to reflect any additional identified BPD or work transfer activity.
[ Note: Attachment 16 BPD Parts list and Prices provided under separate file due to size.]
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
SBP ATTACHMENT 17 TO
SPECIAL BUSINESS PROVISIONS
Reserved
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
SBP ATTACHMENT 18 TO
SPECIAL BUSINESS PROVISIONS
Reserved
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
SBP ATTACHMENT 19 TO
SPECIAL BUSINESS PROVISIONS
Reserved
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
SBP ATTACHMENT 20 TO
SPECIAL BUSINESS PROVISIONS
QUANTITY BASED PRICE ADJUSTMENT FORMULA
This attachment sets forth the methodology used to calculate the annual Unit Billing Prices which shall be reflected along with the Base Prices within Attachment 1.
A) Definitions :
Airplane Program - refers to Boeing aircraft designation (e.g. 737, 747, 767, and 777).
Part Number - an alpha numeric designation for each unique product manufactured.
Unit Billing Price - Price to be paid for each separate Part Number delivered in a specified calendar year based on the airplane quantities and price reduction tables.
Airplane Production Quantity Tables - A series of tables that outline a Tier Level based on airplane production quantities.
Tier Level - A designation given to represent a specific range of airplane program production quantities.
Quantity Based Price Reduction Percentage Table - A table which assigns a discount percentage based on Tier Level.
Base Price - Part Number pricing prior to application of quantity based discount percentage. Base Prices (by calendar year) will be included in Attachment 1 and unlike Unit Billing Prices, will not be dated annually to reflect changes in production quantities.
Firing Order - Boeing published schedules which depict airplane manufacturing, shop completion and delivery dates for each unique aircraft produced.
BPD - Boeing Provided Details are Detailed Part Numbers used by the supplier in the completion of its end-item Statement of Work sold to Boeing under this contract. Seller purchases BPDs from Boeing.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
B) Unit Pricing - Methodology
1) Boeing will utilize the Airplane Production Quantity Tables as contained within this Attachment 20 to determine total number of aircraft which fall within each Tier Level and the Quantity Based Price Reduction Percentage Table to determine the price reduction to the base unit prices.
2) Each year, approximately sixty days prior to the anniversary of the first day of the month in which both parties fully execute this SBP, Boeing will use the most recently published Firing Orders to determine the total forecasted airplane production quantities for all Airplane Programs for the 12 month period immediately following the anniversary of the first day of the month in which both parties fully execute this SBP. This total production quantity will include all aircraft scheduled for shop completion at Boeing during the aforementioned 12 month period as reflected in these Firing Orders.
3) Boeing will utilize the Airplane Production Quantity Tables as contained within this Attachment 20 to determine total number of aircraft which fall within each Tier Level.
4) Boeing will utilize the Quantity Based Price Reduction Percentage Table to calculate a weighted average percentage reduction for use in determining Unit Billing Prices.
5) Boeing will update Attachment 1 approximately 30 days prior to the anniversary of the first day of the month in which both parties fully execute this SBP to include new Unit Billing Prices as calculated above for use during the following 12 month period.
6) Updated Attachment 1 Unit Billing Prices will be utilized by Seller for billing throughout this 12 month period.
7) Each year, a review of the actual airplane deliveries will occur approximately 30 days after the anniversary of the first day of the month in which both parties fully execute this SBP. If there is a deviation from forecasted production quantities to actual production quantities, a reconciliation lump sum payment or credit will be processed by Buyer and Seller.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
C) Unit Pricing - Calculation Tables
1) Airplace Production Quantity Tables ( Table 1 ):
737/747/767/777 Total Airplane Production Quantities
Per Year
Tier 1 |
|
Tier 2 |
|
Tier 3 |
[*****] |
|
[*****] |
|
[*****] |
2) Quantity Based Price Reduction Percentage Table ( Table 2 ):
Tier
|
|
Period
|
|
Period
|
|
Period
|
|
Period
|
|
Period
|
|
Period
|
|
Period
|
|
Period
|
|
Tier 1 |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
Tier 2 |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
Tier 3 |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
Each of the Periods within Table 2 will be of 12 month duration and will immediately succeed the prior period. The combined eight years for these eight periods will be equal to the period of firm fixed pricing identified in SBP 4.1.
Period 1 will begin on the first day of the month in which both parties fully execute this SBP and will end 12 months later. Period 8 will end on the day before the eighth anniversary of the first day of the month in which both parties fully execute this SBP. For example, if Period 1 begins on April 1, 2005 then Period 8 will end on March 31, 2013.
D) Unit Pricing - Billing Price Formula :
The formula to be used in the calculation of the Unit Billing Price for each Part Number is:
P :Unit Billing Price
A :Tier 1 Percent (as reflected Table 2 above)
B :Tier 2 Percent (as reflected in Table 2 above)
C :Tier 3 Percent (as reflected in Table 2 above)
D :Target year Annual Airplane Production Total Quantity
E :Tier 1 airplane quantity (Table 1)
F :Tier 2 airplane quantity (Table 1)
G :Tier 3 airplane quantity (Table 1)
H :Base Unit Price (as reflected in Attachment 1)
[*****]
Note: Discounted Pricing for Part Numbers whos Unit Yearly Billing Price is greater than $200 shall be rounded to the nearest dollar. Discounted Pricing for Part Numbers whos Unit Yearly Billing Price is equal to or less than $200 shall be rounded to the nearest cent.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
E) Unit Pricing - Example :
This example will calculate a hypothetical Unit Billing Price for a Part Number with a Base Price of [*****] for Period 3, assuming it is the 12 month period from April 1, 2007 through March 31, 2008.
1) On February 1, 2007 Boeing reviews the most recently published Firing Orders and determines that a total of [*****] aircraft are scheduled to be Boeing Shop Complete between April 1, 2007 and March 31, 2008.
2) Boeing utilizes the Attachment 20 Airplane Production Quantity Table to determine that the numbers of aircraft which fall into each Tier Level are as follows:
Tier 1 Airplanes |
|
Tier 2 Airplanes |
|
Tier 3 Airplanes |
|
[*****] |
|
[*****] |
|
[*****] |
|
3) Boeing utilizes the Quantity Based Price Reduction Percentage Table to identify the appropriate discount percentages to be used for Period 3 Unit Billing Prices for each Tier Level.
4) Boeing utilizes the Unit Billing Price formula and the information retrieved from Attachment 1 and Tables 1 and 2 as reflected below to calculate the appropriate Unit Billing Price for this Part Number for Period 3.
H |
|
:Base Price (as reflected in Attachment 1) |
[*****] |
|
|
|
A |
|
:Tier 1 Percent (as reflected in Table 2 above) |
|
|
[*****] |
|
B |
|
:Tier 2 Percent (as reflected in Table 2 above) |
|
|
[*****] |
|
C |
|
:Tier 3 Percent (as reflected in Table 2 above) |
|
|
[*****] |
|
D |
|
:Annual Airplane Production Total Quantity |
|
|
[*****] |
|
E |
|
:Tier 1 airplane quantity (Table 1) |
|
|
[*****] |
|
F |
|
:Tier 2 airplane quantity (Table 1) |
|
|
[*****] |
|
G |
|
:Tier 3 airplane quantity (Table 1) |
|
|
[*****] |
|
[*****]
[*****]
P :Unit Billing Price = [*****]
5) Boeing will utilize this same methodology to re-calculate Period 3 Unit Billing Prices for all Part Numbers contained within Attachment 1. Attachment 1 will be updated to reflect new Unit Billing Prices for Period 3 and provided to Seller.
6) Seller will utilize revised Attachment 1 for billing throughout Period 3.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
F) Boeing Provided Details (BPD) - Cost Savings Process
Introduction:
Boeing and Seller expect that cost reductions may be accomplished by moving from Boeing facilities the BPDs related to Sellers Products and renegotiating certain outside material and parts supply contracts related to Sellers Products. The BPDs will be transitioned from Boeing to Seller based on a mutually agreed plan.
Items included:
· All BPD parts are identified in SBP Attachment 16, only the following are required to be outsourced:
· All BPD produced in [*****] will be outsourced.
· Only parts that are direct shipped to Wichita/Tulsa are included
BPD Savings and Application:
· Boeing will receive an additional [*****] cost reduction per year starting in the year 2006 to the price reduction percentages depicted in the Quantity Based Price Reduction Percentage Table (Table 2 above) for Periods 1 through 8.
The application of the [*****] price adjustment shall be made to the Quantity Based Price Reduction Percentage Table after the calculation of the quantity based price reduction has occurred, for each of the three tiers.
Calculation Example:
· Reference above example (section E) resulted in an initial price of:
[*****]
· Additional [*****] cost reduction applied to Initial Unit Billing Price resulting in the Final Unit Billing Price. Final Unit Billing Price = [*****]
Billing for BPD Parts not yet transferred from Boeing :
· Boeing will debit monthly (against current unpaid Seller invoices) the value of all BPD parts delivered in the prior month. The total value will equal the then current Boeing Unit price as outlined in Attachment 16 multiplied by the quantity of parts delivered to Seller in that month. Attachment 16 will be updated periodically by Boeing to reflect the most current Boeing fully burdened cost, except for ATA stringers reference SBP section 12.13.1.1
· This process will remain in effect unless and until an alternate source has been implemented for BPD parts.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
· Seller will provide Boeing a 12 month requirements forecast for BPD parts identified for transfer except for any titanium parts which Seller will provide an 18 month forecast. Seller will also provide no less than four (4) months notification to Boeing prior to alternate source implementation for any BPD part.
· BPD Parts are FOB Boeing-dock and will be shipped at Seller cost.
Tooling associated with BPD :
Only Single use tooling will be made available for transfer to Seller as Boeing accountable tooling. Single use tooling shall mean any tooling that is used solely for the manufacturing of a single part Number and that is not being utilized by Boeing for any other purpose.
Boeing Support of BPD Transfer :
Boeing will provide typical supplier technical and outsource support.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016 Amendment 7
SBP ATTACHMENT 21 TO
SPECIAL BUSINESS PROVISIONS
COMMODITY LISTING AND TERMS OF SALE
(Reference SBP Section 12.13.2)
COMMODITY LISTING
Aluminum Flat Rolled Products Includes aluminum sheet, aluminum plate, wing plate, and body skins, excluding soft aluminum alloys.
Aluminum extrusions, all press size or circle size.
Titanium includes all wrought and un-wrought titanium mill products.
TERMS OF SALE
Parties
The Seller is The Boeing Company, acting through its agent, TMX. The Customer is a Boeing subcontractor, at any tier, who is manufacturing a product in support of a Boeing requirement.
Sales
All materials to be furnished by Seller are to be within the limits and the sizes published by Seller and subject to Sellers standard tolerances for variations. Seller will warrant that all materials to be supplied will conform to the descriptions contained herein and on the face of the purchase order and that Seller will convey good title to any such materials free from any security interest, or other lien or encumbrance held by any other party and unknown to the customer. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS AND SELLER WILL MAKE NO OTHER EXPRESS OR IMPLIED WARRANTIES EXCEPT AS STATED HEREIN. Seller will not be liable for any incidental or consequential damages for any breach of warranty, express or implied. Sellers liability and the Customers sole and exclusive remedy will be limited at Sellers option either to (a) return of the materials and repayment of the purchase price, or (b) replacement of nonconforming materials upon return thereof to Seller. The Customer shall be required to notify Seller in writing of any claim of breach of warranty and no materials shall be returned to Seller by the Customer without Sellers consent.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
TERMS OF SALE - continued
Payment Terms
The following payment processes will be followed for material sold to Customer by Seller. All payment shall be in United States Dollars.
DEBIT PROCESS
The debit process will be used in all circumstances where the Customer has an account with the Seller. The amount due is the quantity shipped multiplied by the unit price, plus the price for any value added services. The amount due will be collected by the Sellers applying a debit to the Customers account. Payment is due on the (net) fifteenth (15 th ) day from the scheduled delivery date. The debit will be applied to the Sellers account on the payment due date. If the debit amount exceeds the amount outstanding on the Customers account, the Customer will remit to The Boeing Company the amount due beyond the debit payment due date. The foregoing debit process does not apply to Sellers who are only performing under orders issued by the Tulsa Division of the Boeing Commercial Airplanes.
INVOICE PROCESS
The invoice process will be used for Customers not currently making direct sales to Boeing; foreign countries governed by MITI laws and regulations (currently Australia, Brazil, China, India, Japan, and Korea), and orders issued by the Tulsa Division of the Boeing Commercial Airplanes. The amount due is the quantity shipped multiplied by the unit price, plus the price for any value added services. Payment is due on the (net) thirtieth (30 th ) day after the date of Sellers invoice, which shall be issued on the day following the date of shipment.
DEBT/INVOICE DISPUTE PROCEDURE
Customer may dispute payment amounts due provided that (1) Customer contacts Seller within 25 days of the date of the debit/invoice, (2) Customer provides a complete reason as to the dispute. If the action is Sellers to resolve, late payment charges will not be assessed on amounts that are under dispute. Once a dispute has been resolved, payment terms will be(net) fifteen (15) days from the date of resolution.
FAILURE TO PAY
In the event Customer fails to make payments when due, Seller reserves the right to asset whatever remedies it may have under law, including setoffs against amounts due from Seller to Customer on other contracts. In such an event, Seller may, with respect to future orders, require full payment in advance or otherwise alter the terms of payment specified earlier.
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 22 TO
SPECIAL BUSINESS PROVISIONS
ABNORMAL ESCALATION
(Reference SBP 4.1)
1. Prices for Recurring Products will be adjusted for Abnormal Escalation as provide below. In the event that escalation, as forecast by a composite of the identified below indices, exceeds [*****] for any given calendar year (Abnormal Escalation), the Prices for Recurring Products for the subsequent calendar year shall be adjusted by the percentage value which exceeds [*****]. Abnormal Escalation is calculated each year against the Prices for recurring Products effective for that year and is not cumulative. The adjusted Prices for Recurring Products will revert back to the SBP Attachment 1 Prices for Recurring Products at the beginning of the subsequent calendar year.
Any prolonged extraordinary inflation would be considered by the parties to determine any mutually agreeable proper actions to be taken.
2. Adjustments to the Prices for Recurring Products will be determined by the following economic indices:
A. Materia l [*****].
B. Labor [*****].
Composite - [*****].
3. Special Notes:
In the event the U.S. Bureau of Labor Statistics discontinues or alters its current method of calculating the indices specified above, Boeing and [Partner] shall agree upon an appropriate substitution for or adjustment to the indices to be employed herein.
All calculations will be held to a six (6) decimal place level of precision.
Indices shall be pulled on [November 15 th ] of each year.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Boeing/Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
4. Abnormal Escalation Formula:
Adjustment to the Prices for Recurring Products, if any, for the period 2008 through 2021 shall be calculated as follows:
[*****]
Where [*****]
A = Adjusted Prices for Recurring Products (20X2 Price)
B = Base Prices for Recurring Products
IP = Percentage of composite index as compared to the previous year
MC = Current material index value (September 20X1)
MP = Previous year material index value (September 20X0)
LC = Current labor index value (3 rd quarter 20X1)
LP = Previous year labor index value (3 rd quarter 20X0)
5. Example: Abnormal Escalation Price Increase
B = $2,000,000
MC = September 2008 material index value = [*****]
MP = September 2007 material index value = [*****]
LC = 3 rd quarter 2008 labor index value = [*****]
LP = 3 rd quarter 2007 labor index value = [*****]
IP = [*****]
Since IP > [*****], clause is triggered
2009 Unit Price = [*****]
6. Example: Abnormal Escalation Clause Not Triggered
B = $2,000,000
MC = September 2008 material index value = [*****]
MP = September 2007 material index value = [*****]
LC = 3 rd quarter 2008 labor index value = [*****]
LP = 3 rd quarter 2007 labor index value = [*****]
IP = [*****]
Clause not triggered because (IP < [*****])
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
SBP ATTACHMENT 23 TO
SPECIAL BUSINESS PROVISIONS
767-2C SOW
MEMORANDUM OF AGREEMENT
between
THE BOEING COMPANY
and
Spirit AeroSystems Inc.
Model 767-2C
Recurring and Nonrecurring Agreement
This Memorandum of Agreement (MOA) is entered into as of February 4, 2011 by and between Spirit AeroSystems Inc., a Delaware corporation, with its principal office in Wichita, Kansas (Seller), and The Boeing Company, a Delaware Corporation with an office in Seattle, Washington (Boeing), acting by and through the Boeing Commercial Airplane business unit. Hereinafter, the Seller and Boeing may be referred to individually as a Party or jointly as Parties hereto.
RECITALS
A. Boeing is seeking award of the contract for the United States Air Force (USAF) KC-X Tanker.
B. Seller currently supplies Products to Boeing which support the 767 aircraft. Boeing is offering a modified version of the 767, the 767-2C, in support of its response to USAF solicitation FA8625-10-R-6600, for the KC-X Tanker.
C. Boeing and Seller wish to establish pricing based upon the provisions of this MOA in support of Boeings 767-2C Program.
Now, therefore, in consideration of the mutual covenants set forth herein, the Parties agree as follows:
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
I. Entities
Any Boeing business unit may order 767-2C Products for the USAF KC-X Tanker program from Seller in accordance with the terms of this MOA.
II. Applicability
This MOA pertains only to the 767-2C products for the USAF KC-X Tanker program and does not alter any existing agreements relating to other items in SBP MS-65530-0016.
III. Term
A. This MOA shall become effective (the Effective Date) and constitute an amendment to SBP MS-65530-0016 at the time Boeing is awarded the USAF KC-X Tanker program, and Boeing provides Seller written direction to begin performance of its obligations under this amendment. Such amendment shall be attached to SBP MS-65530-0016 within 30 days of the Effective Date.
B. If the MOA does not become effective and constitute an amendment to SBP MS-65530-0016 prior to [*****] the pricing contained herein shall no longer be valid, and shall be subject to renegotiation by the Parties.
IV. Baseline Statement of Work
The Baseline Statement of Work shall be as depicted in 10-BOE-GBH-113 Rev. New, dated February 3, 2011 for fuselage (the Fuselage BOE) and 10-BOE-GBH-114 Rev. New, dated February, 2011 for propulsion (the Propulsion BOE).
V. [*****] Pricing
If the USAF KC-X Tanker contract is awarded to Boeing, then Seller offers to sell to Boeing the Products for the 767-2C Program identified in Exhibits A, B and, C to this MOA at the prices set forth herein, subject to the terms set forth herein. Seller intends that this [*****] price offer be, and confirms that this [*****] price offer is, except as otherwise provided herein, effective throughout the applicable period of performance as set forth herein.
VI. Nonrecurring Statement of Work Price and [*****]
A. The nonrecurring price for the Baseline Statement of Work is [*****] as depicted in Exhibit A.
B. Boeing shall make [*****] other than tooling associated with the Fuselage BOE, in accordance with the process herein. [*****] shall be as specified in Exhibit G and such [*****] shall be based on [*****] as specified therein. A schedule of such [*****] shall be agreed and attached as an amendment to the MOA in Exhibit G within [*****] days of the Effective Date.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
C. Boeing shall make [*****] other than tooling associated with the Propulsion BOE, in accordance with the process herein. [*****] shall be as specified in Exhibit G and such [*****] shall be based on [*****] as specified therein. A schedule of such [*****] shall be agreed and attached as an amendment to the MOA in Exhibit G within [*****] days of the Effective Date.
D. In the event of schedule extension or delay, Seller shall be entitled to nonrecurring compensation for the percentage of nonrecurring work other than tooling released at the time of such extension or delay, not to exceed the originally agreed to [*****] due within that [*****] as set forth in Exhibit G. In the event of such schedule extension or delay, Boeing and Seller shall agree on the new [*****] for the remaining engineering release and payments.
E. Nonrecurring payments for tooling shall be paid by Boeing per the first paragraph of SBP MS-65530-0016 Section 5.2.1.
VII. Recurring Baseline Statement of Work Price
A. Recurring pricing shall be [*****] for the Baseline Statement of Work for the first [*****] shipsets at [*****] per shipset for recurring Products delivered, except as provided otherwise herein.
B. Thereafter, Baseline Statement of Work recurring prices for shipsets of Products delivered during years [*****] through [*****] shall be the [*****] prices identified in Exhibit A, except as provided otherwise herein.
C. If the [*****] or subsequent shipsets, deliver to Boeing before [*****], then the baseline recurring shipset price for such units shall be the [*****] baseline recurring shipset price identified in Exhibit A, and such price does not include, but shall be subject to, price and schedule adjustments otherwise set forth in this MOA.
D. Price shall be subject to renegotiation at shipset [*****] should the program exceed [*****] shipsets. If [*****], Boeing and Seller shall negotiate an equitable price adjustment.
E. The [*****] recurring price shall be valid for any quantity up to [*****] shipsets per year; however, if [*****], the Parties shall negotiate an equitable adjustment in price.
F. The economic price adjustment clause shall be as depicted in Exhibit E. Such economic price adjustment clause shall be applicable beginning with lot [*****] and shall remain effective thereafter.
VIII. D6-83323
For purposes of clarity, descriptions of roles and responsibilities within the Fuselage BOE and Propulsion BOE are only with respect to the original technical requirements. Revisions to the technical requirements which cause Seller to repeat engineering tasks related to Seller roles and responsibilities in the Fuselage BOE or Propulsion BOE are not part of the Baseline Statement of Work Price.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
If there is a D6-83323 nonrecurring engineering task or activity that has to be performed for the 767-2C that is outside the contents of either the Fuselage or Propulsion BOE, for which Seller has responsibility per the D6-83323, Seller will perform such task or activity provided that Seller receives written direction from Boeing in accordance with SBP MS-65530-0016 and such task or activity shall be subject to an equitable price and schedule adjustment in accordance with the terms of the MOA.
The D6-83323 Document will continue to define Sellers sustaining engineering responsibility for the 767-2C Products.
For the avoidance of doubt, and despite reference to D6-83323 herein, the D6-83323 shall remain of lower precedence to the SBP, GTA, Purchase contract, and Order as specified in MS-65530-0016 Section 13.
IX. Obligation to Purchase and Sell
767-2C Products shall be subject to SBP MS-65530-0016 Section 18.0 Obligation to Purchase and Sell provided Boeing is awarded the contract for the USAF KC-X system requirements.
X. Schedule
A. A Boeing-Seller master phasing plan shall be attached as an amendment to the MOA within 30 days of the Effective Date.
B. The minimum number of months to avoid Seller schedule compression shall be [*****] months for fuselage and [*****] months for propulsion as measured from the time Boeing provides written direction to Seller to begin performance of its obligations (based upon Boeings receipt of award of the USAF tanker program) to the time of Sellers first unit delivery to Boeing. In the event that Seller provides any build-to-print work hereunder, the Parties shall agree upon the minimum number of months to avoid schedule compression to Seller as measured from the time of Boeings release of frozen detail part definition to delivery to Boeing of the associated unit. For clarification purposes, frozen part definition must include all technical data such as dimensions, materials, ply lay ups if applicable, treatments and process specifications for detail part fabrication.
C. In the event that the USAF awards the USAF KC-X Tanker contract to Boeing and the subsequent Program schedule causes a compression of Sellers schedule, such Program schedule shall constitute a Change and be subject to SBP MS-65530-0016 Section 7.1 Price Adjustment for Changes. For the avoidance of doubt, any subsequent schedule change that increases or decreases the cost or time required to perform the contract, SBP MS-65530-0016 Section 7.1 shall continue to apply.
D. In addition to the foregoing, the lead times established in Attachment 6 of the SPB MS-65530-0016 shall remain in effect.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
XI. Changes
A. Initial Changes
Any Change occurring prior to FAA certification of the 767-2C, that is incorporated on any of the first four shipsets, shall constitute an Initial Change. Initial Changes shall be subject to SBP MS-65530-0016 except as otherwise identified within this MOA. Initial changes shall not be subject to the Change thresholds described in SBP MS-65530-0016 article 7.2. For the avoidance of doubt the equitable price adjustment for an Initial Change shall include all units upon which the change is incorporated, including any of the first four units and any subsequent units such Change is incorporated upon, and those for retrofit.
B. Nonrecurring Changes Payment
1. Payment for the Engineering portion of Boeing required Changes that result in Sellers release of Engineering Drawings prior to Sellers 100% Drawing Release, and for which a price has been agreed to between the Parties and a correct and valid invoice has been received by Boeing, shall be paid by equally distributing the agreed price for the Engineering portion of the Change to [*****] in Exhibit G. Such [*****] shall be made net [*****] calendar days after the applicable [*****] as defined in Exhibit G.
2. Payment for the Engineering portion of Boeing required Changes that result in Sellers release of Engineering Drawings after Sellers 100% Drawing Release, and for which a price has been agreed to between the Parties and a correct and valid invoice has been received by Boeing, shall be paid net [*****] calendar days following the later of four months after the date of Sellers release of the drawings required by the Change, or the date of the agreement by the Parties on the price of the Engineering Change.
C. Change Negotiation Process
Subject to Sellers delivery of a fully supported proposal to Boeing within the timeframes described in SBP Section 7.9 Proposals for Price Adjustment, Boeing shall make an offer to Seller within 90 days of receipt of such proposal, and the Parties shall mutually agree to jointly set negotiation priorities and schedules and to engage in diligent good faith negotiations to settle the claims. If a settlement is not subsequently reached within [*****], the negotiations shall be elevated to Senior Contracts Management for resolution.
D. Rates and Factors
The Parties shall continue to negotiate rates and factors for pricing Initial Changes to reach agreement within [*****] of execution of the MOA. Such agreement shall be documented as an amendment to the MOA. Boeing and Seller Senior Contracts Management shall have meetings twice monthly with each other to
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
ensure adequate progress in negotiations. If the teams designated by each Party do not reach agreement on such rates and factors within [*****] of the execution of the MOA, such negotiations shall be elevated to Senior Contracts Management.
E. Common Changes
For nonrecurring Changes that are common to sustaining program(s) and 767-2C, the aggregate price of the Change for all affected programs shall be used to assess clearance of the applicable threshold. Only a single threshold shall apply for nonrecurring Changes that are common to sustaining program(s) and the 767-2C in order to assess whether the aggregate price of the common Change exceeded such threshold. The applicable threshold shall be derived from the program on which the Change is first incorporated. The nonrecurring price of the portion of a Change that is common shall be charged to the program on which the Change is first incorporated.
XII. Post Delivery Modifications
If the Government pursues any future modifications to the USAF KC-X Tanker weapon system or equipment after delivery of the USAF KC-X Tanker from The Boeing Company to the Government, regardless of whether the Government procures the modification from the Original Equipment Manufacturer or from a third party manufacturer, Seller agrees to provide to Boeing, as reasonably necessary, the same support consisting of engineering consultation, analyses, and access to technical data and licenses which are required by MS-65530-0016; and Seller shall authorize Boeing to release the results of such engineering consultation, analyses, and access to technical data and licenses to the Government and or Government selected third party. The Sellers support will be provided at commercially reasonable terms at the time of the effort. The price for any support provided by the Seller in accordance with this special contract provision shall be negotiated by the Parties after the Government identifies the nature and scope of the support effort required.
XIII. SBP MS-65530-0016, Attachment 4
PRR engineering thresholds descried in SBP MS-65530-0016 Attachment 4 shall not be applicable for calculation of equitable adjustment for Initial Changes.
XIV. Weight
Seller shall participate in any weight reduction studies as authorized by Boeing and agreed to with Seller per the engineering service agreement SBP-6-5118-AEC-016 to support assessment of airplane weight reduction initiatives. Seller shall ensure controls are in place to prevent weight growth in the manufacturing process. Periodic reporting of component weights shall be required to validate such controls are effective and to initially establish actual airplane component weight targets. Seller shall utilize traditional
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
weight efficient design practices. Seller does not agree to a guaranteed weight as part of this agreement. Any guaranteed weight shall be subject to mutual agreement of the Parties.
XV. Obsolescence
Seller shall work to minimize the impact of obsolescence of Products and components throughout the term of the Contract.
XVI. [*****]
[*****] shall not apply to 767-2C end item pricing, and 767-2C end item deliveries shall not be counted toward commercial [*****].
XVII. Spares and Warranty
Spares shall be subject to, and Spares pricing shall be calculated in accordance with, SBP SPARES-65132-0270. However, the warranty period shall be limited to [*****] from delivery to USAF.
XVIII. Federal Acquisition Regulation Commercial Item Procurement
A. Exhibit F to this MOA lists those clauses from FAR, DFARS, Air Force Federal Acquisition Regulation Supplement (AFFARS), and/or Air Force Materiel Command Federal Acquisition Regulation Supplement (AFMCFARS) required by law, regulation, or the prime contract to be included in the subcontract (Subcontract) between Boeing and Seller under the 767-2C Program. So long as Seller is delivering commercial items as defined in FAR Clause 52.244-6 and FAR 2.101 (with the terms General public and non-governmental entities as used in the definition of Commercial item at FAR 2.101 being defined in DFARS 202.101) (Commercial Item), the only FAR, DFAR, AFFARS, or AFMCFARS flow down clauses that shall be included in the Subcontract are those specified in Exhibit F.
B. Seller is the worlds largest supplier of commercial airplane assemblies and components supporting Boeings 737, 747, 767, 777, and 787 commercial aircraft with most of its sales to the commercial aircraft market.
C. The Parties agree that this MOA shall be for Commercial Items.
D. To the extent that Seller has design-build responsibility, or discretion regarding parts selection, Seller will promptly provide information as to its proposed design and/or parts selection to Boeing if such design and/or parts selection has aspects that reasonably would affect the qualification of a Deliverable as a Commercial Item. If either Party believes that such proposed design and/or parts selection would adversely impact the qualification of the Deliverable as a Commercial Item, the Parties shall cooperate in promptly reaching a resolution, acknowledging that maintaining any production schedule is paramount. Boeing shall not issue
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Seller any modifications or change orders under this MOA, which can only be satisfied by the delivery of products or services that do not meet the definition of Commercial Item. To the extent that either the US Government or Boeing requires Changes which Seller reasonably believes do not qualify as a Commercial Item, the parties shall promptly develop change incorporation plans to mitigate the risk and the need for Spirit to perform non-commercial effort. Should the U.S. Government determine that the statement of work (SOW), or any portion thereof, does not qualify as a Commercial Item, the parties shall cooperate and work together to obtain a contracting officer determination under FAR 15.403-1(c)(3) that the item(s) are commercial item(s). If (i) the contracting officer finally determines that the item(s) are not commercial item(s), or (ii) Seller reasonably believes a Change does not qualify as a Commercial Item, the Parties shall use their commercially reasonable best efforts to transition, with minimal disruption, that portion of the SOW which represents the noncommercial item to another supplier and shall amend this MOA to reflect such transition and the contracting officers determination. The Parties acknowledge and agree that the alternative of compelling Seller to accept and/or perform work on the USAF KC-X Tanker program which does not qualify as work for a Commercial Item is the least desired alternative, and Boeing will exert every reasonable effort to avoid that alternative subject to good faith cooperation by Seller. In the event that such transition is not achievable with commercially reasonable best efforts, or in the event that such transition occurs, the MOA shall be amended by the Parties to reflect the modification of the MOA terms. If amendment of the MOA causes an increase or decrease in the cost of, or the time required for performance of any part of the work under this MOA, Boeing shall make an equitable adjustment to the price, the delivery schedule, or both, provided that Seller reasonably satisfies its obligations in (1)-(7) of this provision. Such cost adjustment shall include, but is not limited to, [*****]. Boeing shall make such equitable adjustment so long as Seller:
1. exercised reasonable due diligence in developing a design and selecting parts that would reasonably ensure its Deliverables would satisfy the FAR Commercial Item definition in advance of performance of its Baseline SOW, and of any subsequent changes to its Baseline SOW;
2. provided Boeing prompt information as to its proposed design and/or parts selection if such design or parts selection has aspects that would reasonably affect the qualification of a Deliverable as Commercial Item;
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
3. provided Boeing, in response to a contracting officer determination that the SOW or any portion thereof did not qualify as a Commercial Item, data reasonably available to Seller that reasonably supported a determination that Sellers Deliverables were Commercial Items;
4. provides Boeing Sellers other than cost or pricing data as described in FAR 15.403-3 relating to any Deliverables if requested by the U.S. Government contracting officer;
5. provides Boeing or the U.S. Government contracting officer Sellers cost and pricing data relating to any Deliverables that the U.S. Government determines do not qualify as Commercial Items following a final determination by the U.S. Government that the SOW or any portion thereof did not qualify as a Commercial Item;
6. provides Boeing the necessary technical data and tooling to enable another source of supply to perform that portion of the SOW which represents the noncommercial item in the event that Boeing transfers that portion of the SOW to another supplier, provided that the transfer of such tooling does not interfere with Sellers performance of the remaining portions of the SOW; and
7. continues to perform its entire SOW unless and until the Parties can transition that portion of the SOW which represents the noncommercial item to another supplier.
E. The prices in this MOA for the Baseline Statements of Work are based upon, and take into account, the terms and conditions in the FAR and DFARS clauses identified in GTA BCA-65530-0016 Section 21.2 and Exhibit F. Otherwise, the prices contained in this MOA for the respective Baseline Statements of Work do not include the [*****].
XIX. Export Compliance
A. In performing the obligations of this Agreement, both Parties will comply with United States export control and sanctions laws, regulations, and orders, as they may be amended from time to time, applicable to the export and re-export of goods, software, technology, or technical data (Items) or services, including without limitation the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and regulations and orders administered by the Treasury Departments Office of Foreign Assets Control (collectively, Export Control Laws).
B. The Party conducting the export shall be responsible for obtaining the required authorizations. The Party conducting the re-export shall be responsible for obtaining the required authorizations. Each party shall reasonably cooperate and exercise reasonable efforts to support the other Party in obtaining any necessary licenses or authorizations required to perform its obligations under this Agreement.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
C. The Party providing Items or services under this contact shall, upon request, notify the other Party of the Items or services export classification (e.g., the Export Control Classification Numbers or United States Munitions List [USML] category and subcategory).
XX. Order of Precedence
Except as specified herein, all other terms and conditions of SBP MS-65530-0016 shall apply. In the event of a conflict between the terms of this MOA and the SBP MS-65530-0016, the terms of this MOA shall have precedence. The Exhibits to this MOA are incorporated as part of this MOA.
XXI. Termination
In the event of termination of an Order, in whole or in part, for any reason other than Seller default, or in the event of termination of the 767-2C Program for any reason other than Seller default, Seller shall have the right to submit a written termination claim under Section 12.0 of the GTA BCA-65530-0016 for nonrecurring work and materials. The reference in Section 12.3 to FAR 52-249-2 is changed to the May 2004 version of the clause without alternates, paragraphs (e) (h) of which are incorporated herein by reference except Government and Contracting Officer shall mean Boeing, Contractor shall mean Seller and Contract shall mean Order, Contract, or Program as applicable. Notwithstanding the foregoing, Seller shall not be subject to cost principles and shall use commercially allowable records as it relates to paragraphs (e) (h) above. Boeing shall be obligated to pay for Seller nonrecurring expenses in accordance with FAR reference specified herein. However, in the event that such termination of Seller is as a result of USAF termination of Boeing under its prime contract with the government, [*****]. The foregoing is limited to nonrecurring payment in termination for any reason other than Seller default, and is not intended to augment or supersede terms of BCA-65530-0016 or SBP MS-65530-0016 related to payment or recurring costs in termination.
XXII. Choice of Law
This MOA shall be governed by the internal laws of the State of Washington without reference to any rules governing conflict of laws.
EXECUTED in duplicate as of the date and year first set forth above by the duly authorized representatives of the Parties.
BOEING |
SELLER |
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THE BOEING COMPANY |
Spirit AeroSystems Inc. |
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Signature: |
Signature: |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
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Exhibit A
Work Statement and Pricing
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Baseline Statement of Work Nonrecurring:
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Structures |
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Nonrecurring other than tooling |
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Tooling |
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[*****] |
Exhibit A
Work Statement and Proxy
Baseline Statement of Work Recurring:
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Total S/S |
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Fuselage* |
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Strut* |
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Nacelle* |
Recurring Price Units [*****] |
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* Boeing and Seller shall agree on the further allocation of the Fuselage, Strut and Nacelle shipset pricing as set forth above into end-item prices within 30 days of execution of the MOA. The sum of the end-item prices for each of the Fuselage, Strut and Nacelle shall equal the total shipset prices as set forth above.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Exhibit B
10-BOE-GBH-113 Rev. New, Dated February 3, 2011
Spirit AeroSystems, Inc. Proprietary, Business Confidential, Boeing Proprietary,
The information herein may contain Technical Confidential data under Category VIII (i) of the International Traffic in Arms Regulations (ITAR). The control of this data is set forth by the Department of State, Department of Defense Trade Controls: 32 CFR§120-130. Export of this data by any means to unauthorized persons, as defined by these laws, whether in the United States or abroad, without an export license or other approval from the U.S. Department of State is expressly prohibited.
FUSELAGE BASELINE STATEMENT OF WORK
FUSELAGE BASELINE STATEMENT OF WORK AND GENERAL QUALIFICATIONS
The following constitutes the basis for Sellers Baseline Statement of Work price, and modification from 10-BOE-GBH-113 Rev. New, Dated February 3, 2011 constitutes a Change.
A. FUSELAGE BASELINE STATEMENT OF WORK:
1. Except as otherwise stated herein the Baseline Statement of Work price is based on Spirit redlines (10-BOE-110-GBH, Exhibit B, Fuselage Baseline Statement of Work Technical Configuration Memo, Rev. New, June 7, 2010) to paragraphs 1.4.1 through 1.4.1.9 (less 1.4.1.6) of the Statement of Work (SOW) as described in CONFIG-BKQ15-C09-018 Rev. A (Configuration Description, Model 767-PD-2127 Rev I, Tanker Provisioned 767-2CX Derivative, Section 41 and Related Systems Extract for Spirit AeroSystems), dated March 17, 2010, prepared by Lennard Baron. Paragraphs 0 through 1.4.0 and 1.6 through the remainder of CONFIG-BKQ15-C09-018 Rev. A is reference information only for Seller.
2. The Baseline Statement of Work price includes all approved PDDMs identified in the configuration memo (CONFIG-BKQ15-C09-018 Rev. A, Table 0.1-3), but does not include work or material for any Tanker associated follow on trade studies or PDDMs for section 41.
3. Seller is not responsible for design or installation of any ballistic panels for military applications. Seller shall design floor panels in areas not requiring ballistic protection. Seller is not responsible to design and install structural provisions for the refueling receptacle. Seller shall design the mini crown panel assembly to include the skin, doubler, slipway, frames and intercostals. Seller is responsible to build the mini crown panel assembly or have it built by a Seller designated vendor. The baseline SOW does not include Seller effort related to boom strike protection. Refueling doors, actuators and associated mechanisms shall be installed pre-rigged by Seller, or by Seller designated vendor, but such items shall be designed by Boeing and provided to Seller or the Seller designated vendor. Seller shall design and install water system provisions to include a water service pan and door. Seller shall provide provisions for structural hard points (mounting locations) for AROS operator deck that are similar to commercial 767 aircraft structure responsibility of Seller prior to execution of the MOA. Seller is not responsible to install AROS system.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
4. The bill of material for the Baseline Statement of Work is documented in file 10-BOE-110-GBH, Exhibit C, Fuselage Baseline Statement of Work Bill of Material, Rev. New, June 7, 2010.xls. This document assumes 767 line unit [*****] as a baseline and contains only the delta work statement to design build and install new details/assemblies and installations for 767-2CX section 41 end items 141TO100-XXX (receptacle panel), 141TO200-XXX (lower Lobe), 141T0300-XXX (LH side panel), 141T0400-XXX (RH Side Panel, 141T0800-XXX (Cab Assy). The work statement also contains the design effort for Boeing build/installation responsibility parts (ex. floor panel details/installs and section 4.1 join details/installs). Item A parts are parts for which engineering responsibility for non-structural details, assemblies and modules resides with Boeing and build responsibility resides with Spirit. Item A parts are not included in Exhibit C. (Reference paragraph 40)
5. In addition to the section 41 items, Sellers Baseline Statement of Work price includes loose parts for section 41 and seat tracks for other sections of the airplane as set forth in 10-BOE-110-GBH, Exhibit D, Fuselage Baseline Statement of Work Loose Parts List., Rev. New, June 7, 2010. This list also includes a shear pin for the Nacelles, a bracket assembly for the forward spar and a bracket assembly for the aft spar. A quantity of one was assumed for each of the parts on this list. All items on the list with yellow highlighting were identified by Boeing as similar-to parts which will be changing for the 767-2CX. New plans and NC tapes were assumed for only the highlighted parts. Seller does not have design responsibility for the loose ship parts.
6. The Baseline Statement of Work for new and revised Tooling is set forth in 10-BOE-110-GBH, Exhibit F, Fuselage New and Revised Tooling List, Rev. New, June 7, 2010. The 767 manufacturing line utilized prior to execution of this MOA will be used for production of 767-2C.
B. FUSELAGE GENERAL QUALIFICATIONS
1. As of the date of signature of this MOA Seller has not received the Design Criteria, Design Requirements and Objectives (DR&O) or the Customer Specific Option Section (CSOS) documents for the 767-2C. Any additional requirements in these documents that exceed or change those in the Baseline Statement of Work are not included in Sellers Baseline Statement of Work price.
2. Except as otherwise set forth herein, the Seller 767 manufacturing line existing prior to execution of this MOA shall be utilized for manufacture of the 767-2C.
3. Seller shall only be responsible to remove unnecessary structural and systems provisions with the Baseline Statement of Work if Seller design is modifying the module, assembly, or affected detail pursuant to some other design requirement.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
4. Seller shall not be responsible for the design or build integration of section 41 to section 43. Boeing bears the responsibility of body integration for the section 41/43 join. The K-hole indexing plan and location/attachment of lift fittings existing prior to execution of this MOA shall be maintained.
5. Any skin gauge increase from that utilized in a particular part prior to the execution of this MOA shall not exceed the capabilities of the current stretch form blocks utilized by Seller. This Baseline Statement of Work price is based upon [*****] prior to execution of this MOA.
6. Any [*****] from that existing in sustaining production prior to execution of this MOA [*****] is not included in the Baseline Statement of Work price.
7. Any [*****] from that existing in sustaining production work to execution of this MOA for all skins in the statement of work having impact on [*****] to Seller is not included in the Baseline Statement of Work price.
8. Conversion of Mylar/V4 models to CATIA V 5/Enovia/PDM with 2D drawings shall only be performed for new parts released within the Baseline Statement of Work as set forth in 10-BOE-110-GBH, Exhibit C, Fuselage Baseline Statement of Work Bill of Material Rev. New, June 7, 2010. For purposes of clarity, re-tabbed parts will not be converted to V5 and new parts released refers to parts that were released as a result of execution of this MOA. Any impact to Seller [*****] are not included in the Baseline Statement of Work price.
9. For Catia V4 to V5 conversion referenced herein, Boeing shall provide software and/or thick/thin client access to Spirit for use as set forth in the Long-Term Access (LTA) matrix for sustaining 767 programs.
Boeing agrees that Supplier may utilize a third-party engineering contractor for purposes of converting, to the extent contemplated under this MOA, Boeing sustaining program drawings from Catia V4 to Catia V5 as needed, either in advance of design for 767-2C program unique characteristics, or otherwise in compliance with ITAR requirements. Utilization of third-party engineering contractor shall comply with proprietary information requirements of BCA-6550-0016 Article 20.
10. Seller shall not be responsible for any interiors design to account for height mismatch between Seller designed traditional floor panels (non-ballistic protection) and Boeing design floor panels for ballistic protection (trip hazard).
11. The Baseline Statement of Work price contained herein is based on [*****] prior to the execution of this MOA.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
12. The Baseline Statement of Work price is based upon [*****] existing prior to the execution of this MOA except to the extent otherwise specified in the [*****] set forth as part of the Baseline Statement of Work clarification.
13. Boeing shall provide an appropriate number of Riverbed Technology and licenses to Seller if Enovia is used.
14. The Baseline Statement of Work price does not include any modifications after initial basic release, with exception of [*****].
15. Finite element modeling shall be MSC-Nastarn-Patran.
16. Boeing shall provide Seller with a coarse grid FEM of section 41 representing the Baseline Statement of Work configuration, including a super element representing the stiffness of the remaining airplane with external applied loads or the equivalent stiffness of section 43. The super element shall be validated, by Boeing, against displacements from the master model. Seller shall update FEM model of Section 41 to include refueling receptacle and preliminary sizing.
17. Boeing shall be responsible for providing preliminary and final structures/systems interfaces that affect Seller design SOW by the negotiated Preliminary Interface Design Definition (PIDD) and Final Interface Design Definition (FIDD) dates. Any delay or revision of such interface data after negotiated dates shall be subject to remuneration to the extent it drives additional Seller effort or expense. Seller shall not be obligated (design or build) to incorporate late interface definition during initial basic release if incorporation of late or revised interface information does not support Seller engineering and build schedule.
18. For purposes of clarity, a single issuance of the following loads from Boeing to Seller shall constitute a complete Single Certification Loads Data Set (SCLDS) for Seller fuselage work: 1. Static ultimate, 2. Decompression, 3. Fatigue, 4. ITDAS templates, 5. Interface, and 6. Floor frame/decompression. Sellers Baseline Statement of Work price is limited to engineering effort and other expenses related to a single loads cycle as defined above as SCLDS.
19. Sellers Baseline Statement of Work price is based upon Boeing providing [*****], by dates to be agreed upon as related to support nonrecurring product definition for the associated structure.
20. Boeing shall be responsible for providing payloads certification interface loads for interior items attaching to section 41 structure including but not limited to lavatory, galley, closet, AROs, seats, and crew rest. For concentrated interior loads greater than 300 lbs (waste water tank, water tank, instrument closets, etc.), discrete loads shall be included in the
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
floor/frame internal loads analysis. Boeing shall provide interface loads by dates to be agreed upon as relates to support nonrecurring product definition for the associated structure. Any delay or revision of such loads data shall be subject to remuneration to the extent it drives additional Seller effort or expense.
21. The Baseline Statement of Work price is based on informal One-Page loads Estimate Comparison received as part of Boeing letter 6-5255-CH-10-133 on September 15, 2010. Such load comparison shows [*****]. Any exceedance [*****] that impacts Seller Design, Build or Analysis effort will be subject to remuneration.
22. The Baseline Statement of Work price is based on utilization of 767-400 Structural Criteria document requirements existing prior to the execution of this MOA (D6T11108-2, Rev. A, dated May 27, 1998 and D141T-001, Rev B, dated August 24, 1998).
23. The Baseline Statement of Work price is based on the multi-element design/construction approach and the failsafe analysis approach used on current 767 Passenger airplanes in existence prior to the execution of this MOA.
24. Boeing Structures Work Station (SWS) and Common Structural Work Station (CSW) analysis tools (IAS, SA, SA+, SAPB, MATDB, FASTDB, IDTAS, FEADMS, Moss-Duberg, FAMOSS, APARD, DTNAL and other programs for Damage Tolerance) shall be made available to and utilized by Seller, and are the basis for the Baseline Statement of Work price.
25. Boeing shall provide access to Boeings internal loads (Python) codes to Manipulate Bulk Data File (BDF) for model updates. Specific Python codes Include split.py, split_grid.py, and apard_properties.py.
26. The Baseline Statement of Work price does not include Seller support to Boeing for the Aircraft Recovery Documents of Flight Testing.
27. Strength Check Notes (SCN) shall be archived electronically in the ANI/Castle database by Boeing. Seller shall create cover sheets and provide files to Boeing for submittal in the database by the Boeing librarian. Filing of SCNs in Enovia is not in Sellers Baseline Statement of Work.
28. SCNs are considered informal analysis notes.
29. Quality requirements shall be D6-36592-1, Rev. A.
30. The Baseline Statement of Work price is based on certification analysis deliverables from Seller section 41 to Boeing limited to inputs for the following documents:
a. Static/Ultimate
b. Damage Tolerance
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
c. Sudden Pressure Loss
d. Detailed Level Report
e. Maintenance Planning Document
31. Seller Baseline Statement of Work price includes section 41 inputs for the formal certification documents listed above and respective OBAR 8100-3 form approvals as of the date of execution of this MOA. Compilation and formatting of the certification documents shall be Boeings responsibility. For purposes of clarity, Sellers Baseline Statement of Work price does not include any certification or analysis for testing or any test hardware/units. Seller shall review all SCNs for approval for certification in accordance with D6-36592-1, Rev. A July 14, 2009. Spirit will support Boeing review of SCNs. If Boeing requests revisions that are not directly due to technical findings caused by Seller, such impact will be subject to remuneration to Seller.
32. Boeing shall provide Seller access to GTTA drawings, CATIA, models and stress analysis for 767-2C structure that is the same or similar to GTTA structure.
33. Boeing shall be responsible for making all entries into the WDEX system for 767-2C. Seller shall provide weight information to Boeing if and as required per an agreed to weight process to be determined.
34. Standard Boeing Commercial Damage Tolerance Methods (D6-24958, Book 3, Oct 2009 Revision) shall be utilized for damage tolerance analysis of modified details.
35. Any Item B parts are parts for which engineering responsibility for the non-structural details and assemblies resides with Boeing, but the engineering responsibility for the next higher structural assembly and module resides with Spirit. Build responsibility also resides with Spirit for such parts. Any Item B parts to be installed by a Seller engineering module shall be released by Boeing by the engineering release date to be negotiated between the parties. Any Boeing engineering parts that are not released by their negotiated date will not be included on Seller module release if late release does not support Seller engineering and build schedule.
36. Based on the One-Page loads Comparison received as part of Boeing letter 6-5255-CH-10-133 on September 15, 2010, Boeing and Seller will agree to document areas of minimal loads and requirements changes, and agree on analysis and documentation required for such areas by Firm Structure Loads Configuration (FSLC), Dec 17, 2010. [*****] (scheduled for release in the fall of 2011) or other Boeing requirements changes that drive additional analyses effort for Spirit above the documented agreement shall be subject to remuneration.
37. The Baseline Statement of Work price is based on the -400 FAA amendment level and certification requirements applicable prior to
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
execution of this MOA; and therefore assumes that any required increase or change in certification level that impacts new or existing part cards, including analysis, design or build activity, shall be subject to remuneration. No test hardware or modification of certification requirements from the 767 baseline passenger configurations in sustaining production prior to the execution of this MOA produced are included in the Baseline Statement of Work price. As such, the 767-200C is planned to be certified to 14 CFR Amendment 25-159 with the following exceptions as per G-1 paper draft:
a. 25.677(b) at 25-23
b. 25.1435(a)(b) at 25-41
c. 25.1329(h) at 25-46
d. 25.783(e)(f) at 25-23
e. 25.365(e), e(2) at 25-54 (same as original certification basis for 767)
f. 25.571 at 25-86
g. 25.1301 at 25-0
h. 25.1309 at 25-41
38. The Baseline Statement of Work price does not include any modifications in bird strike protection requirements from the 767 baseline passenger configurations in sustaining production prior to the execution of this MOA, nor does it include any modifications in the location of critical flight control systems/components requiring such protection.
39. The Baseline Statement of Work price is based upon material usage consistent with Sellers 767 commercial usages prior to the execution of this MOA. For any new material requirements, Boeing shall be responsible for providing allowables data for analysis and certification activities.
40. The Baseline Statement of Work is based on a maximum of 43 Item A part cards. Effort required for additional part cards beyond the 43 shall be subject to remuneration. Seller shall have the opportunity to conduct manufacturing producibility review of new Boeing engineering planned for installation by Seller. New engineering for which Boeing is responsible shall include determinant assembly features as required by Seller manufacturing to support Seller build plan.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
.41. Except as otherwise set forth herein, the Baseline Statement of Work price is based upon use of the same software applications utilized for the 767 Program prior to the execution of this MOA.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Exhibit C
10-BOE-GBH-114 Rev. New, dated February 3, 2011
Spirit AeroSystems, Inc. Proprietary, Business Confidential, Boeing Proprietary.
The information herein may contain Technical Confidential data under Category VIII (i) of the International Traffic in Arms Regulations (ITAR). The control of this data is set forth by the Department of State, Department of Defense Trade Controls: 32 CFR§120-130. Export of this data by any means to unauthorized persons, as defined by these laws, whether in the United States or abroad, without an export license or other approval from the U.S. Department of State is expressly prohibited.
STRUT BASELINE STATEMENT OF WORK
STRUT BASELINE STATEMENT OF WORK AND GENERAL QUALIFICATIONS
The following constitutes the basis for Sellers Baseline Statement of Work price, and modification from 10-BOE-GBH-114 Rev. New dated February 3, 2011 constitutes a Change.
A. STRUT BASELINE STATEMENT OF WORK
Sellers Baseline Statement of Work is based upon the 767-200ER 311T4290-61 and -62 strut assemblies, with a change from the PW4060 engine to the PW4062 engine, and with installation of a larger Integrated Drive Generators (IDG) to support electronic loading. In addition, the Seller Baseline Statement of Work includes provisions for a larger power feeder cable and grounding and wire bundle enhancements as set forth herein.
Excluded from this statement of work are Coordination Sheet P-YP70-ERA 10-08 dated 4/26/10 regarding provisions for Electromagnetic Effects Requirements for the Engine and Cowl of the 767-2CX (including, but not limited to, HIRF and lightning strike protection), and Coordination Sheet P-YP70-ERA 10-03 dated 2/25/10.
B. STRUT GENERAL QUALIFICATIONS
1. Test Instrumentation hardware is not defined and is not included in the Baseline Statement of Work price.
2. Tooling and NC tapes impacts associated with engineering changes are not included in the Baseline Statement of Work price.
3. Sellers administration responsibilities shall be: 1. program planning and scheduling, 2. coordination meetings with Boeing program office, and 3. records management.
4. Sellers certification responsibilities shall be: 1. Management of Sellers portion of strut structures certification effort, 2. Coordinate with Boeing in Boeings certification effort as needed, 3. Preparation of data for inclusion in certification document deliverables as part of Boeings certification plan, and 4. Signature of 8100 forms as appropriate. Certification document deliverables are static analysis (ultimate, limit), damage tolerance analysis, fan blade out and windmilling, and rotor burst.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
5. Sellers design support responsibilities shall be: 1. Supervision of structural analysis effort, 2. Review and incorporation of new, single set of certification loads, pressures, and temperatures, 3. Complete loads assessment of strut structure for new loads against -300ER certification loads, 4. Development of strength check notes for all strut structure with higher loads than -300ER, 5. Review and approve 120KVA power feeder provisions, 6. Assist Boeing in minor updates to the Structural Repair Manual (SRM) revisions/documents to the extent specified herein, 7. Provide data and forms for the Maintenance Planning Document and Structural Inspection Planning Data (SIPD), and 8. Execution of Seller Material Review Board (MRB) effort required prior to certification for rejection tags.
6. Seller shall be responsible for work statement in support of the strut box structure as follows: 1. Structural analysis including ultimate, limit, fatigue, damage tolerance, Fan Blade Off (FBO)/windmilling, rotor burst and wheels-up landing, 2. Revise finite element modeling for inclusion in integrated finite element model, 3. Validate Integrated Finite Element Model (IFEM), 4. Determine fatigue life, 5. Determine margins of safety, 6. Determine damage tolerance capability to include residual strength, crack growth, and Damage Tolerance Rating (DTR) analysis, 7. Prepare analysis documentation to include strength check notes and formal analysis inputs, and 9. Transmit analysis to Boeing. For transmission of analysis to Boeing, electronic PDFs are acceptable, and original paper copies shall be provided by Seller upon request.
7. Seller shall be responsible for the design and substantiation of strut box structure, including R1 first fastener row and on, and R2 first fastener row and on. Seller responsibility for design and substantiation of strut box structure excludes: 1. All strut-to-wing attachment links and pins, 2. Strut mounted R3/R4 (duckbill) fitting, 3. Strut mounted R1 lug and effects of link misalignment, and 4. Strut mounted R2 lug and effects of link misalignment, 5. Strut mounted R7/R8 lug and effects of link misalignment.
8. Seller shall be responsible for design and substantiation for strut-to-wing attachment, including strut fittings, and shall not be responsible for engine mount structure. In addition the Baseline Statement of Work price does not include combustor burn through analysis, damage locations modifications, or modifications to sonic environment.
9. Boeing shall provide loads, pressures, temperatures and sonic environment data to Seller. Sellers Baseline Statement of Work price is based upon a single set of loads, pressures, temperatures and sonic environment data.
10. Sellers Baseline Statement of Work price is based on use of existing strut hardware as defined by Section A above with no alteration except for upper spar web cut out enlargements (reference DWG 311T3110-60).
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
11. Sellers price for the Baseline Statement of Work does not include: 1. Test support, 2. Test hardware, 3. Writing of test plans or test reports, 4. Support for Preliminary Design Review (PDR) or Critical Design Review (CDR), 5. Travel, 6. Safety assessment of existing fleet hardware to current certification basis or analysis methods, nor 7. Air Force specific requirements beyond those required by FAA.
12. Sellers price for the Baseline Statement of Work price does not include [*****] except for any new or revised detail as required by this Baseline Strut SOW.
13. Seller shall provide stress AR support as needed.
14. A fitting factor shall be used with current understanding of FAA requirements for a new design, not as a derivative.
15. Sellers Baseline Statement of Work price includes the strut mounted fan cowl support beam and strut fairings.
16. Boeing shall provide strains and STW reactions from previous static 767-200 tests or from 767-2C static tests for model validation purposes.
17. Sellers Baseline Statement of Work price includes Seller engineering effort associated with a single set of load cycle data provided by Boeing to Seller. Loads for all documents including formal documents shall come from this single set of load cycle data provided by Boeing to Seller. For purposes of clarity, a set of load cycle data for strut shall constitute a complete set of certification loads, including, but not limited to, dynamic gust, static maneuver, IFEM, FBO, windmilling, sonic, and fatigue.
18. For purposes of clarity, a single issuance of the following loads from Boeing to Seller shall constitute a complete Single Certification Loads Data Set (SCLDS) for strut: 1. Dynamic gust, 2. Static maneuver, 3. IFEM, 4. FBO, 5. Windmilling, 6. Sonic, and 7. Fatigue. Sellers Baseline Statement of Work price is limited to engineering effort and other expenses related to a single loads cycle as defined above as SCLDS.
19. Sellers Baseline Statement of Work price is limited to a maximum of [*****] hours of SRM support, including AD and repairs efforts. If any additional effort is required to complete SRM support, this would require a Statement of Work update.
20. Sellers Baseline Statement of Work price includes [*****] damage tolerance details in total.
21. Structural modifications with respect to 120kVA power feeder shall be limited to upper spar web penetration and lower disconnect panel.
22. Sellers Baseline Statement of Work price is based on use of the same Boeing analysis tools utilized by the Parties prior to execution for this MOA. Sellers
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Baseline Statement of Work price is based upon FAA level existing prior to the execution of this MOA.
23. Except as otherwise set forth herein, the Baseline Statement of Work price is based upon use of the same software applications utilized for the 767 Program prior to the execution of this MOA.
NACELLE BASELINE STATEMENT OF WORK AND GENERAL QUALIFICATIONS
The following constitutes the basis for Sellers Baseline Statement of Work price, and modification from 10-BOE-GBH-114 Rev. New Dated February 3, 2011 constitutes a Change.
A. NACELLE BASELINE STATEMENT OF WORK
1. Sellers Baseline Statement of Work is based upon the [*****]. In addition, the Seller Baseline Statement of Work includes provisions for grounding and wire bundle enhancements as set forth herein, enhancements or modifications to composite panels within Propulsion are excluded.
2. Excluded from this statement of work are Coordination Sheet P-YP70-ERA 10-08 dated 4/26/10 regarding provisions for Electromagnetic Effects Requirements for the Engine and Cowl for the 767-2CX (including, but not limited to, HIRF and lightning strike protection), and Coordination Sheet P-YP70-ERA 10-03 dated 2/25/10.
3. The Nacelle NRE Baseline Statement of Work price is based upon Statement of Work Attachment A (2010-01-12_767_SOW_Update) from Boeing 7A7 Propulsion RFP letter No. 6-5-255-CH-10-091 dated January 21, 2010 except as otherwise set forth herein.
4. 314T4080-9 inlet assembly, 314T4085-11 & -12 fan cowl assemblies, and 314T4090-21 & -22 core cowl assemblies nacelle hardware, other than thrust reverser, shall be used with no change. The thrust reverser revised for tanker 315T4295-80, -82, -83 and -85 shall be used with no change. The current configuration has already been modified to account for new IDG and shall not result in any further modification. Partial RTO and low power burst duct conditions are applicable. Wire bundles installed in the inlet and thrust reverser shall be revised to address increased EME/HIRF threat levels.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
B. NACELLE GENERAL QUALIFICATIONS
1. Seller shall be responsible for design and substantiation of inlet, fan cowl, fan duct cowl, and thrust reverser.
2. Boeing shall be responsible for: a. Design and substantiation of nozzle and plug, b. All installation and installation hardware (design and stress), c. Approval of all design data, d. Certification of all nacelle hardware and its installation, including inlet, fan cowl, chine, fan duct, thrust reverser, core cowl and load share, nozzle, and plug, e. Provide revised SCDs that address or reflect any new certification requirements as well as changes necessary to accommodate increased thrust and additional accessories, f. Provide thermal and sonic environment, g. Provide external loads.
3. Seller is responsible for recalculating margins of safety.
4. The product shall be FAA certified and include pRTO, burst duct, FBO/Windmilling and fitting factor.
5. 767 thrust reverser interchangeability with 747 models shall not be included or evaluated.
6. Revised grounding provisions to cowl assembly per latest requirements. Full scale inner wall static test prior to engine test shall not be required.
7. Safety assessment of existing fleet hardware to current certification basis is not included in the Baseline Statement of Work price.
8. Partial RTO condition for the inner wall that results in modifications to the inner wall shall be subject to remuneration for modifications to the inner wall.
9. Changes in Boeing analysis tools that result in redesign of previously acceptable structure, even if loads are lower, shall be subject to remuneration for such redesign.
10. FAA amendment level revisions resulting in redesign of previously acceptable structure, even if loads are lower, shall be subject to remuneration for such redesign.
11. Test Instrumentation hardware is not defined and is not included in the Baseline Statement of Work price.
12. Tooling and NC tapes impacts associated with engineering changes are not included in the Baseline Statement of Work price.
13. For purposes of clarity, a single issuance of the following loads from Boeing to Seller shall constitute a complete Single Certification Loads Data Set (SCLDS) for nacelle: a. Maneuver, b. Fail safe, c. IFEM, d. FBO, e. Windmilling, f. pRTO, g. Pressure, h. Temperature, I. Sonic Environment, and j. Fatigue. Sellers Baseline Statement of Work price is
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
limited to engineering effort and other expenses related to a single loads cycle as defined above as SCLDS.
14. Except as otherwise set forth herein, the Baseline Statement of Work price is based upon use of the same software applications utilized for the 767 Program prior to the execution of this MOA.
C. NACELLE WORK STATEMENT ADMINISTRATION
Seller administration responsibilities for the nacelle are: 1. Program planning and scheduling, 2. Participation in coordination meetings with Boeing and Boeing Defense Systems as needed, and 3. Records management of Seller created documents and transmittals received from Boeing.
Boeing shall be responsible for coordination with Pratt and Whitney, and Seller shall support the coordination as necessary.
D. NACELLE CERTIFICATION
Seller certification responsibilities shall be: 1. Management of Seller portion of nacelle structures certification effort, 2. Review of and input to the Boeing provided certification plan, 3. AR to support certification effort including delegation, 4. Work of certification activities with Boeing and Boeing Defense Systems, 5. Support certification meetings with the FAA, 6. Prepare analysis data to include review and comments to the certification document, stress and damage tolerance analysis, and 7. Review and sign off of drawings, not including any additional effort associated with a Boeing final approval if deemed necessary.
Boeing shall bear certification responsibilities except as set forth above. Boeing certification responsibilities shall include: 1. Coordination and release of the certification plan, 2. Primary responsibility for support of the FAA/BDCO, 3. Preparation of data for inclusion of certification document deliverables relative to summary data, and 4. Coordination and submittal of certification documents for approval by the certifying entity.
E. NACELLE INTEGRATION
Seller shall have the following responsibilities relative to integration of the inlet, chine, fan cowl, thrust reverser, and core cowl: 1. Demonstration of means of compliance, 2. Design review support for PDR and CDR, 3. Coordination with other groups within Seller, 4. Obtain new or revised loads pressures and temperatures, 5. Provide detail analysis for internal temperatures and loads, 6. Develop and transmit internal loads transmittal sheets, 7. Submit strength check notes for review and approval by Boeing, 8. Submit for review and approval SRM documents, and 9. Provide redlines and analysis for approval.
Boeing shall have the following responsibilities relative to integration of the inlet, chine, fan cowl, thrust reverser and core cowl: 1. provide specific design requirements, 2. Provide thermal and sonic environment, external loads including,
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
but not limited to IFEM, FBO, and windmilling, 3. Develop and transmit external loads transmittal sheets, 4. Provide AR support for SRM revisions and documents, and 5. Complete and release SRMs.
F. NACELLE DESIGN EFFORT
Seller responsibilities relative to direct support of the design effort for inlet, chine, fan cowl, thrust reverser, and core cowl shall be as follows: 1. Conduct loads review and structural analysis effort, 2. Review and incorporate loads, pressures and temperatures, 3. Review existing structural analysis against new loads, 4. Revise structural analysis as required against new loads, 5. Develop strength check notes and update for new loads as necessary, 6. Review and approve revised drawings as necessary, 7. Develop SRM revisions/documents, provide engineering support to the MRB effort prior to certification for rejection tags, 8. Provide work statement support to Boeing relative to revision of the thrust reverser and core cowl to accommodate the new IDG.
G. NACELLE pRTO SUBSTANTIATION FOR THRUST REVERSER, V-BLADE DISENGAGEMENT
Seller responsibilities relative to Partial Refused Take Off (pRTO) substantiation for the thrust reverser and for v-blade disengagement shall be as follows: 1. Support for 767 PW pRTO compliance via review and incorporation of 737/777 Lessons Learned, 2. Support Boeing test and analysis planning through review and input to test plan, 3. Provide overall minimum engagement analysis for v-groove/blade stack up analysis, 4. Provide new thrust reverser FE model, including 3D CATIA Model conversion, to support FE meshing for modeling only, 5. Validation of new FEM model against full scale engine test data provided by Boeing, 6. FEM correlation of inner v-blade deflection against test data, 7. Support selection of critical deployed positions, 8. Support definition of limit load case (P13 and P15 pressure loading) for pRTO normal operation, and 8. Support of Boeing safety assessment, Seller shall not be responsible to: 1. Provide safety analysis, 2. Conduct testing, nor 3. to provide FBO hardware.
Boeing responsibilities relative to pRTO substantiation for the thrust reverser and for v-blade disengagement shall be as follows: 1. Conduct test, 2. Provide test plan and documentation, 3. Provide probability study related to safety, 4. Provide, including 3D modeling effort, blocker door kinematics analysis (drag link and blocker door angles versus deployment positions), 5. Provide the necessary engine interface information for v-groove/blade stack-up analysis, 6. Provide determination of translating sleeve deployment times, 7. Provide definition of limit load case (P13 and P15 pressure loading) for pRTO normal operation.
H. NACELLE ENGINE TEST SUPPORT
Seller engine gest support responsibilities shall be as follows: 1. provide input to Boeing regarding instrument test drawings, 2. Provide detail and end item hardware conformity for conformity inspection, 3. Provide input and installation instrumentation as required by Full Scale Engine Test document including on-site
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
support during the test, 4. Support of Boeing test preparation as necessary, 5. Support of Boeing test data reduction efforts by formatting data, and 6. Support Boeing test data analysis and report through participation in meetings and Boeing coordination efforts.
Boeing engine test responsibilities as the primary responsible Party shall be as follows: 1. Conduct test, 2. Provide and release instrument test drawings, 3. Conform overall test configuration, 4. Provide and release test preparation, 5. Provide test data reduction efforts, and 6. Provide test data analysis and report.
I. NACELLE STRUCTURAL ANALYSIS
Seller structural analysis responsibilities as the primary responsible Party shall be as follows: 1. CFO Loads or Loads from engine test applied to model for all design load cases, 2. Generate plots of vent area versus under cowl pressure, 3. FE model prediction of v-blade deflections based on engine test pressure loads, 4. Review model correlation between engine data and FE model deflection, 5. Inner v-blade deflection versus various translating sleeve deployment position to determine the peak deflection, 6. Sensitivity study showing major contributors to v-blade deflection at various sleeve deployment position, 7. Perform detailed stress analysis to obtain margin of safety of fan duct assembly/thrust reverser and core cowl at critical sleeve deployment positions, 8. Provide internal certification loads for final certification design loads, 9. Conduct stress analysis of inlet, chine, fan cowl, thrust reverser, and core cowl, 10. Provide analysis summary for static and damage tolerance analysis, 11. Prepare and transmit analysis documentation to Boeing, and 12. Prepare and transmit documentation in support of Certification documentation.
J. NACELLE FBO/WINDMILLING SUBSTANTIATION
Seller FBO/windmilling substantiation responsibilities shall be as follows: 1. Revise FEM for inclusion in integrated FEM model, 2. Apply FBO/windmilling loads to structure (FEM), 3. Evaluate structure for FBO and windmilling loads, 4. Prepare analysis documentation for FBO and windmilling conditions, and 5. Transmit analysis to Boeing.
Boeing shall provide interface loads to Seller for FBO/windmilling substantiation.
K. NACELLE WIRING
Existing clamps and brackets are the basis for the Baseline Statement of Work price.
Additional grounding provisions shall require no new analysis by Seller.
L. CONVERSION
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Sellers price for the Baseline Statement of Work price does not include any [*****] except for any new or revised detail as required by this Baseline Nacelle SOW.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Exhibit D
Notional Production Lot Summary
Title |
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Quantity |
LRIP Lot 1
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[*****] |
LRIP Lot 2
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[*****] |
Full Rate Production Lot 3
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[*****] |
Full Rate Production Lot 4
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[*****] |
Full Rate Production Lot 5
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[*****] |
Full Rate Production Lot 6
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[*****] |
Full Rate Production Lot 7
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[*****] |
Full Rate Production Lot 8
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[*****] |
Full Rate Production Lot 9
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[*****] |
Full Rate Production Lot 10
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[*****] |
Full Rate Production Lot 11
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[*****] |
Full Rate Production Lot 12
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[*****] |
Full Rate Production Lot 13
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[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Exhibit E
Economic Price Adjustment Provision
This Economic Price Adjustment (EPA) provision will be included in the amendment to SBP MS-65530-0016 and may be included in sub-tier contracts in support of the program.
(a) The provisions of this EPA clause provide for both price increases and decreases to protect the USAF (Hereinafter Customer), Boeing and the Seller from the effects of economic changes as specified by the indices and the bands as specified in this clause. It shall be the intent of the Customer and Boeing to identify any adjustment authorized by this clause prior to the release of requirements by the Customer for the applicable government fiscal year procurement lot quantities. Boeing shall notify the Customer in writing no later than [*****] calendar days prior to the scheduled release of such requirements if an increase or decrease in the applicable pricing is warranted pursuant to the terms of this clause. The notice to the Customer shall include the amount of the increase or decrease relative to Sellers pricing.
(b) Within [*****] days following authorization from the Customer, Boeing shall issue to Seller a change to the applicable Order(s) revising the pricing upwards or downwards as appropriate for the requirements supporting the applicable EPA period.
(c) Adjustments under this clause, if any, shall be based upon the formula specified in Paragraph (g) below. These adjustment amounts are subject to either upward or downward movement.
(d) [*****] shall be used as the standard of measurement for this clause. The index used for calculations for this clause is [*****].
(e) The following rules shall apply in making numeric calculations under this clause:
(1) Round decimals to 4 decimal places;
(2) Round dollar calculations to the nearest whole dollar;
(3) Round up numbers equal to or greater than 5;
(4) Round down numbers less than or equal to 4;
(5) Round percentages to 2 decimal places (e.g. 3.47%)
(f) For purposes of calculating the adjustments required by this clause, the following projected average annual index rates shall apply. The source of the baseline projected indices shown below is [*****]. For the years beyond [*****] the last data point of escalation will be projected at the same rate (straight-lined) on an annual basis through the final period of performance. Table 1 reflects the projected index based on [*****], year [*****] ([*****] per annum).
Table 1 - Baseline Projected Average Annual Index Rates
Projected Time Period |
|
Dec (1985 = 100) Index Rate |
CY[*****] |
|
[*****] |
CY[*****] |
|
[*****] |
CY[*****] |
|
[*****] |
CY[*****] |
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[*****] |
CY[*****] |
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[*****] |
CY[*****] |
|
[*****] |
CY[*****] |
|
[*****] |
CY[*****] |
|
[*****] |
CY[*****] |
|
[*****] |
CY[*****] |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
CY[*****] |
|
[*****] |
CY[*****] |
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[*****] |
CY[*****] |
|
[*****] |
CY[*****] |
|
[*****] |
(g) The economic price adjustment shall be calculated as follows:
(1) |
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[*****] |
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[*****] |
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[*****] |
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(2) |
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[*****] |
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(3) |
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[*****] |
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(4) |
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[*****] |
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(5) |
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[*****] |
(h) [*****]:
Example calculation for [*****]:
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Example 1
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Example 2
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Example 3
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STEP |
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FORMULA |
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RESULT |
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RESULT |
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RESULT |
1 |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
2 |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
3 |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
4* |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
5 |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
6 |
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[*****] |
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[*****] |
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[*****] |
7 |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
8 |
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[*****] |
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[*****] |
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[*****] |
|
[*****] |
*If the resulting value is between [*****] and [*****], no adjustment will be calculated, therefore, do not proceed to Step 5.
EXAMPLE 1: The EPA adjustment is a [*****] decrease in the Price.
EXAMPLE 2: There is no EPA adjustment since the trigger band was not exceeded.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
EXAMPLE 3: The EPA adjustment is a [*****] increase in the Price.
(i) Once an adjustment to an eligible Items Product price amount has been accomplished under this clause, or a determination made that no adjustment is permitted pursuant to paragraph (g)(4) above, said item shall not be subject to further Economic Price Adjustment for that applicable period.
(j) In the event the [*****] used are discontinued; or if [*****] suspends publication of an index identified in paragraph (d) above or significantly alters the method of calculating the index, Boeing and the Customer shall agree upon an appropriate substitute index for use under this clause and provide that index to Seller. If the Boeing and the Customer cannot agree on a substitute or comparable index within [*****] calendar days after an index has been discontinued or altered in method of calculation, Boeing may, acting unilaterally and subject to Customers appeal in accordance with the applicable contract, either adopt the [*****] as altered or establish a new index which shall be provided to Seller.
(k) Any dispute arising under or related to the terms and/or procedures set forth in the foregoing paragraphs shall be resolved in accordance with the provisions of the contracts Disputes clause allocated in GTA BCA-65530-0016.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Exhibit F
FAR and DFAR regulations
Flow Down Clauses Applicable to Spirit AeroSystems, Inc.
Flowdown of FAR Clauses Applicable to Commercial Items The FAR clauses listed in FAR 52.244-6(c)(1) below, except as provided in the notes for the clauses marked by asterisks, are incorporated herein by this reference, except that Contractor shall mean Seller. The Seller shall flow down FAR 52.244-6, as modified below, to its suppliers, consistent with the notes.
FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (DEC 2009)
(a) Definitions . As used in this clauseCommercial item has the meaning contained in Federal Acquisition Regulation 2.101 , Definitions.
Subcontract includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.
(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.
(c) (1) The Contractor shall insert the following clauses in subcontracts for commercial items:
(i) 52.203-13 , Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 ( 41 U.S.C. 251 note )), if the subcontract exceeds $5,000,000 and has a performance period of more than 120 days. In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.
(ii) [Reserved]
*(iii) 52.219-8 , Utilization of Small Business Concerns (May 2004) ( 15 U.S.C. 637(d)(2) and (3) ), if the subcontract offers further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.
**(iv) 52.222-26 , Equal Opportunity (Mar 2007) (E.O. 11246).
**(v) 52.222-35 , Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006) ( 38 U.S.C. 4212(a) ).
**(vi) 52.222-36 , Affirmative Action for Workers with Disabilities (June 1998) ( 29 U.S.C. 793 ).
(vii) [Reserved]
(viii) 52.222-50 , Combating Trafficking in Persons (Feb 2009) ( 22 U.S.C. 7104(g) ).
(ix) [Reserved]
(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.
Notes:
*Not applicable to the performance of Seller to the extent that the contract, together with all of its subcontracts, will be performed entirely outside the United States and its outlying areas as defined in FAR 2.101.
**Not applicable to the performance of Seller to the extent that both the performance of its work under the contract, and its recruitment of workers, will occur outside the United States, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island. If a supplier will perform any work, or recruit any workers, within the United States, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island, then this clause must be flowed down to that supplier.
Flowdown of DFARS Clauses Applicable to Commercial Items The DFARS clause listed in DFARS 252.244-7000(c) below, is incorporated herein by this reference, except that Contractor shall mean Seller. The Seller shall flow down DFARS 252.244.7000
to its suppliers, as modified below.
DFARS 252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (DOD CONTRACTS) (AUG 2009)
In addition to the clauses listed in paragraph (c) of the Subcontracts for Commercial Items clause of this contract (Federal Acquisition Regulation 52.244-6), the Contractor shall include the terms of the following clause, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:
(a) [Reserved]
(b) [Reserved]
(c) 252.246-7003 Notification of Potential Safety Issues.
(d) [Reserved]
(e) [Reserved]
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
Exhibit G
[*****]
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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Dollars |
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Dates |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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Dollars |
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Dates |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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|
[*****].
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
EXHIBIT H
[*****]
The following [*****] elements and deliverables are applicable to nonrecurring efforts associated with the Baseline Statement of Work for propulsion.
1. Structural Assessment of static strength for Fan Blade Out (FBO) loads, Ultimate External Dynamic Gust and Ground loads, and ultimate External Static Maneuver loads
(Based upon delivery of loads by Boeing as part of the single loads cycle)
a. Strut (and Fan Cowl Support Beam (FCSB) :
i. [*****].
1. Revise finite element modeling for inclusion in integrated finite element model,
2. Conduct loads assessment of strut structure for new loads (listed above) against -300ER certification loads, and
3. Conduct a single static strength assessment of critical details for FBO loads, Ultimate External Dynamic Gust and Ground Loads, and Ultimate External Static Maneuver loads in order to identify any inadequate margins of safety.
4. For the purpose of clarity, critical strut details are: spar assemblies, side skin assemblies, engine mount bulkheads, frames, and hinge fittings.
ii. [*****]
1. Provide Engineering Memo(s) for:
a. Summary of loads assessment,
b. Margin of safety summary with critical conditions, and
c. List of strut details which require redesign to ensure static strength capability and a description of proposed changes.
2. Provide updated strut FEM model for inclusion into Boeing IFEM.
b. Nacelle :
i. [*****]:
1. Review existing structural analysis against new loads, and
2. Conduct a single assessment of critical details for FBO loads, Ultimate External Dynamic Gust and Ground loads, and Ultimate External Static Maneuver loads in order to identify any inadequate margins of safety for the inlet, fan cowl, fan duct cowl, and thrust reverser.
ii. [*****]
1. Provide Engineering Memo for:
a. Summary of loads assessment,
b. Margin of safety summary with critical conditions, and
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
c. List of nacelle details which require redesign to ensure static strength capability and a description of proposed changes.
2. Provide updated nacelle FEM model for inclusion in Boeing IFEM.
2. Structural Analysis for Complete Loads Set
(Based upon delivery of loads by Boeing as part of the single loads cycle)
a. Strut (and FCSB) :
i. [*****]:
1. Conduct an assessment of critical details for loads that were received as part of the single loads cycle but not included in the first milestone for fatigue, discrete source damage tolerance, windmilling and wheels up landing (This milestone is not inclusive of any crack growth certification deliverables); and
2. Conduct preliminary crack growth analysis for the purposes of evaluating Principal Structural Elements (PSEs).
ii. [*****]
1. Provide Engineering Memo for:
a. Margin of safety summary for fatigue and discrete source damage tolerance for critical details,
b. Analysis summary for windmilling, wheels up landing, rotorburst and preliminary crack growth for critical details, and
c. List of strut details which require redesign to ensure required fatigue and damage tolerance capability, and a description of proposed changes.
b. Nacelle :
i. [*****]
1. Conduct an assessment of critical details for loads that were received as part of the single loads cycle, but not included in the first milestone for the inlet, fan cowl, fan duct cowl, and thrust reverser:
a. Obtain new or revised loads pressures and temperatures;
b. Detail analysis for internal temperatures and loads,
c. Generate plots of vent area versus under cowl pressure, and
d. Conduct stress analysis of all thrust reverser and core cowl structure.
2. Partial Refused Take Off (pRTO) substantiation for the thrust reverser and for v-blade disengagement:
a. Support Boeing test and analysis planning for through review and input to test plan as required up to milestone date,
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
b. Conduct overall minimum engagement analysis for v-groove/blade stack up analysis,
c. Support selection of critical deployed positions, if requested by Boeing and Spirit accepted completion date is prior to milestone date, and
d. Support definition of limit load case (pressure loads P13 and P15) for pTRO normal operation, if requested by Boeing and Spirit accepted completion date is prior to milestone date.
3. Windmilling:
a. Apply FBO/windmilling loads to structure (FEM), and
b. Evaluate structure for FBO and windmilling loads.
ii. [*****]:
1. Provide Engineering Memo of Assessment Results to include:
a. Summary of loads assessment,
b. Margin of safety summary with critical conditions (includes ultimate, limit, fatigue, damage tolerance, and Fan Blade Off (FBO)/windmilling), and
c. List of nacelle details which require redesign to ensure required capability and a description of proposed changes.
2. pRTO
a. Provide Engineering Memo for
i. Overall minimum engagement analysis for v-groove/blade stack up results;
ii. Inputs for test plan, if requested by Boeing and Spirit accepted completion date is prior to milestone date;
iii. Inputs for selection of critical deployed positions as required prior to milestone date,
iv. Inputs for definition of limit load case (P13 and P15 pressure loading) for pTRO normal operation, if requested by Boeing and Spirit accepted completion date is prior to milestone date.
3. Spirit Submittal of Certification package to PS-Div
a. Strut (and FCSB)
i.
[*****];
(conducted once for a single set of loads)
1. Development of strength check notes for strut structure with higher loads than -300ER,
2. Conduct Finite Element Model validation,
3. Preparation of data of Boeings certification plan, and
a. Certification document deliverables are static analysis (ultimate, limit) and damage tolerance analysis for FBO, windmilling, rotor burst, and crack growth.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
BOEING / Spirit AeroSystems Inc.
Special Business Provisions (SBP)
MS-65530-0016
Amendment 7
b. Crack growth has traditionally been delayed to occur after initial type certification and should only be considered an element of this milestone if both parties have mutually agreed to complete all DTR forms prior to certification.
4. Signature of 8100 forms as appropriate.
ii. [*****]:
1. SCNs transmitted to Boeing,
2. DTR forms transmitted to Boeing, if both parties have mutually agreed to complete all damage tolerance crack growth deliverables prior to certification,
3. Transmittal of formal documents inputs, and
4. Completed 8100-9 forms as requested.
b. Nacelle
i. [*****]:
1. Submit strength check notes for review and approval by Boeing,
2. Preparation of data for inclusion in certification document deliverables as part of Boeings certification plan, and
3. Signature of 8100 forms as appropriate.
ii. [*****]:
1. SCNs transmitted to Boeing.
2. Transmittal of formal document inputs, and
4. 8100-9 forms as requested.
Exhibit 10.4
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
MEMORANDUM OF AGREEMENT
BETWEEN
THE BOEING COMPANY
AND
SPIRIT AEROSYSTEMS, INC.
Encompassing a Revision to Special Business Provisions MS-65530-0016,
Attachment 15, Maximum Production Rate and Model Mix Constraint Matrix
This MEMORANDUM OF AGREEMENT (this MOA) is made as of March 9, 2012 (the Effective Date) by and between The Boeing Company, a Delaware corporation (Boeing), and Spirit AeroSystems, a Delaware corporation (Seller). Boeing and Seller sometimes are referred to herein individually as a Party and collectively as the Parties.
RECITALS
A. Boeing and Seller are party to the Special Business Provisions MS-65530-0016 (the SBP) and the General Terms Agreement BCA-65530-0016 (the GTA).
B. Boeing implemented an increase to the production rates on the 737 program to [*****] airplanes per month (APM) and the production rates on the 777 program to [*****] APM, exceeding the existing contract maximum production rates and model mix constraints matrix as reflected in Attachment 15 of the SBP.
C. The Parties wish to document in this MOA their agreed revision to SBP Attachment 15 for such 737 and 777 rate increases, and set forth the terms and price relative to the maximum production rate increase.
Agreements
Accordingly, Boeing and Seller, agree as follows:
I. Maximum Production Rate
Rate Increase
Boeing has issued CCNs 3491, 3505, 3845, 3865, 4766, and 4791 containing firing orders authorizing rate increases to the 737 program and CCNs 4208, 4211 and 4218 containing firing orders for the 777 program. The Parties hereby amend SBP Attachment 15 Maximum Production Rate and Model Mix Constraint Matrix as set forth in Exhibit A of this MOA. Except as set forth in this MOA, all other constraint matrix rules remain in full force and effect. Potential delta costs associated with delta changes from the 737NG to the final configuration of the 737MAX are not included in this MOA.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Administration
Upon Boeing and Seller execution of this MOA, Boeing Supplier Management will incorporate this MOA into Attachment 9 of the SBP and incorporate Exhibit A of this MOA Maximum Production Rate and Model Mix Constraint Matrix into Attachment 15 to the SBP. The Parties further agree to work together to develop mitigation plans to meet increased production rates as reflected in section two of this MOA in order to minimize disruption, additional Tooling, and capital expenditures through lean activities and joint production rate reviews.
II. Rate Implementation Schedules
Production Rates have been implemented by Boeing as follows:
[*****]
[*****] APM ([*****] day cycle) FOB [*****]
[*****] APM ([*****] day cycle) FOB [*****]
[*****] APM ([*****] day cycle) FOB [*****]
[*****]
[*****] APM ([*****] day cycle) FOB [*****]
For purposes of this MOA, references to rates in APM are equivalent to the corresponding cycles listed above.
III. Rate Deviations
In the event that acceleration of the FOB dates above is desired by Boeing and is possible, the Parties agree to mutually negotiate schedule and costs for such acceleration.
If Boeing fails to achieve the rates identified in section II within [*****] months of the FOB dates, it will be considered a Rate Termination Before FOB Dates per section IV.c. Boeing agrees to review any requested adjustments to Attachment 15.
IV. Boeing Obligations
In consideration for revising the 737 and 777 Maximum Production Rate and Model Mix Constraint Matrix as outlined herein, Boeing agrees to pay for rate Tooling, and assume termination liability for compensation of certain agreed-to Seller Property Plant and Equipment (PP&E) expenses under the following conditions:
a. Rate Tooling
For those accountable rate Tooling identified in Exhibit B (Accountable Rate Tooling) of this MOA, Boeing agrees to pay for and accept title to Accountable Rate Tooling after proper documentation has been received from Seller per the first paragraph of SBP Sections 5.2.1 Non-Recurring Payment. Seller agrees to maintain and account for the Tooling per SBP Section 3.3.4 Tooling, SBP Section 3.4.6 Tooling Maintenance, SBP Section 12.3 Accountability for Tooling and SBP Section 12.4 Certified Tool Lists, except to the extent superseded elsewhere in this MOA. The Parties agree to a not-to-exceed value of [*****] for Accountable Rate Tooling, and for non-accountable rate Tooling (hereinafter Non Accountable Rate Tooling). Non Accountable Rate Tooling is Tooling other than Accountable Rate Tooling, but excludes [*****] and other [*****]. This is not to exceed value for rate Tooling requirements for the rate up to [*****]APM for the 737 program and [*****] APM for the 777 program will be administered in accordance with the methodology set forth in Section IV.b. of this MOA, and Boeing will pay Seller the price resulting from such methodology.
After the new rate Tooling has been manufactured, Seller is required to submit a Certified Tool List (CTL) for Accountable Rate tooling to Boeing Supplier Management per SBP section 12.4 and the D33200-1 Suppliers Tooling document for approval by Boeing.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
If Seller identifies, and Boeing agrees to, the need of additional or alternate Accountable Rate Tooling other than as depicted in Exhibit B then such Tooling will be added.
Railcar Tooling and other rotable Tooling such as containers or kits supporting 737 [*****] and 777 [*****] rates are not included in this MOA and will be negotiated separately.
b. Lump-Sum Payments and Methodology
Accountable Rate Tooling Methodology
The not-to-exceed value of [*****] set forth in section IV.a. herein is divided between the 737 and 777 programs as follows: 737 program is allocated a not-to-exceed value of [*****] and 777 program is allocated a not-to-exceed value of [*****] to cover all non-recurring Tooling costs associated with the subject rate increases for the production configurations existing as of the date of this MOA, except as otherwise set forth herein. The below rates and factors under Sampling Data are to be utilized for calculation of the Accountable Rate Tooling prices to be paid by Boeing.
The values above include all costs, including but not limited to the design, procurement, build, installation, certification, and use of the tools identified on Exhibit B.
Sampling Data:
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
Non-Accountable Rate Tooling Lump-Sum Payments
The following lump-sum payments are fully negotiated and will be made by Boeing for Non-Accountable Rate Tooling, and will be deducted from the not-to-exceed settlement value of [*****] when paid [*****] per the schedule below after receipt of invoice:
i. [*****]
ii. [*****]
iii. [*****]
iv. [*****]
Other Lump Sum Payments
A non-refundable rate surcharge totaling [*****] will be made to Seller in three lump sum payments valued at [*****] each as follows. Payment to occur [*****] after receipt of valid invoice from Seller.
[*****] will be made [*****]
[*****] will be made [*****]
[*****] will be made [*****]
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
c. PP&E Liability
Rate Termination before FOB Dates
In the event of termination of any of the rates set forth in section II of this MOA before the FOB date associated with the respective rates, Boeing will make Seller whole [*****] in accordance with GTA section 12.0 Termination for Convenience, with the following not to exceed:
[*****]
Failure to Maintain Rate after FOB Dates
In the event that Boeing fails to maintain any of the rates set forth in section two of this MOA after the FOB date associated with the respective rate, Boeings total liability related to capital equipment and facilities necessary to support such rates (Property Plant and Equipment or PP&E) will be calculated from the information contained in Exhibit C in accordance with the formulas set forth in sections IV.c. i through iii of this MOA. The values for the items contained in Exhibit C are fully negotiated.
i. After the FOB date for [*****] APM as specified in section two, Boeing must maintain Orders for delivery within and accept delivery of [*****] APM for [*****] during the following [*****]. If Boeing fails to maintain a minimum of [*****] APM for the [*****], Boeing will pay Seller in accordance with the following formula:
a. [*****]
ii. After the FOB date for [*****] APM as specified in section two, Boeing must maintain Orders for delivery within and accept delivery of [*****] APM for [*****] during the following [*****]. If Boeing fails to maintain a minimum of [*****] APM for the [*****], Boeing will pay Seller in accordance with the following formula;
a. [*****]
iii. After the FOB date for [*****] APM as specified in section two, Boeing must maintain Orders for delivery within and accept delivery of [*****] APM for [*****] during the following [*****]. If Boeing fails to maintain a minimum of [*****] APM for the [*****], Boeing will pay Seller in accordance with the following formula:
a. [*****]
The above formulas are to be applied cumulatively for each rate increase, based on the associated FOB date. Any payment for failure to maintain rate after FOB dates will be made after the closing of the associated [*****] production rate window. Payment values are to be in accordance with formulas above applied to the values in Exhibit C. Seller must demonstrate purchase of items contained in Exhibit C. Payment will be made [*****] days after closing of production rate window and Boeings receipt of an accurate invoice.
d. Issuance of Order
Boeing will issue purchase orders, inclusive of the prices reflected herein, to Seller for Boeing rate. Tooling required to support 737 rate increases up to and including [*****] APM, and 777 rate increases up to and including [*****] APM.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Any dollar values on the purchase orders associated with the Accountable tooling which have not been invoiced by Seller after [*****] will be forfeited.
V. Seller Obligations
In consideration for revising the Maximum Production Rate and Model Mix Constraint Matrix to [*****] 737 airplanes per month and [*****] 777 airplanes per month, Seller agrees to the following:
a. Seller Risk
i. Seller will pay for the PP&E necessary to support rates in section two of this MOA, and will be responsible for factory rearrangements including installation costs, needed to support the rate increases up to [*****] 737 airplanes per month and [*****] 777 airplanes per month except to the extent otherwise set forth herein. Seller will have title to all PP&E even in the event that Boeing terminates or fails to maintain rates.
If Seller indemnifies, and Boeing agrees to, the need of substitute PP&E other than as depicted in Exhibit C then such PP&E will be added and the PP&E being substituted will be removed. Substitute PP&E cannot exceed value of PP&E being substituted. The total value of Exhibit C will not exceed the values defined in Section IV.c.
ii. Seller will manufacture and source those rate Tools identified in this MOA in support of the rate increase to [*****] 737 APM and [*****] 777 APM.
iii. Unless otherwise agreed as contemplated in section IV.a., Seller will assume the risk of costs for rate Tooling above [*****] exclusive of [*****], for up to and including [*****] 737 APM, and an additional [*****] for [*****] 777 APM exclusive of [*****].
b. Accountable Rate Tooling
Seller must submit Certified Tool Lists (CTL) for all new Accountable Rate Tooling required to support the rate implementation schedules noted in section II. Upon request by Boeing, Seller will provide a sampling of up to [*****] of the total number of accountable Rate Tooling identified in Exhibit B to this MOA. In the event Boeing finds discrepancies from the sample data provided, or is required to provide additional data to support an IRS audit, Boeing reserves the right to request additional information.
c. Quarterly Program Reviews
Seller will conduct quarterly program reviews with Boeing, and/or at Boeings request provide written status/progress reports to Boeing on a quarterly basis. These reviews will show the status on each of its activities required to meet the 737 and 777 production/ delivery requirements contained in the revised SBP Attachment 15 and contain updated status on: Tooling (open, complete, invoiced, paid), PP&E (ordered, installed, on-line), and updated capacity and facility utilization charts. The reviews will be scheduled and presented by Seller personnel either in person or virtually. The reviews will rotate between the Seller site in Wichita, KS and Boeing Puget Sound.
VI. Entire Agreement
Seller and Boeing agree that this MOA represents the full and final settlement of all claims relating to the settlement of a revision of Attachment 15, Maximum Product Rate and Model Mix Constraint Matrix to support up to [*****] 737 airplanes per month and [*****] 777 per month as contemplated under SBP section 7.5.1 as required to support CCN 3491, 3505, 3845, 3865, 4766, 4791, 4208, 4211 and 4218 for the Aircraft configurations existing as of the Effective Date of this MOA. This MOA contains the entire agreement between Seller and Boeing about the subject matter hereof and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written for said effort. This MOA may be changed only in writing by authorized representatives of Seller and Boeing. Except as specified herein, all other
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
terms of the SBP and GTA apply. In the event of a conflict between the terms of this MOA and the SBP or GTA, the terms of this MOA will have precedence.
IN WITNESS WHEREOF , the Parties do execute this Agreement as of the Effective Date.
The Boeing Company |
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Spirit Aerosystems Inc. |
||
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||
By: |
/s/ Scott A. Waner |
|
By: |
/s/ Philip D. Anderson |
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Name: |
Scott A. Waner |
|
Name: |
Philip D. Anderson |
|
|
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|
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Title: |
Senior Manager |
|
Title: |
CFO |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
EXHIBIT A
Attachment 15 Maximum Production Rate and Model Mix Constraint Matrix
|
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Monthly |
|
Wichita |
|
STRUCTURES |
|
Engines |
|
|||||||
MODELS |
|
Production
|
|
Capacity |
|
MIX |
|
Units
|
|
Skin Polish |
|
PSD
|
|
WCH Capacity |
|
|
737 |
|
[*****] Units |
|
[*****] Units |
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|
|
|
|
|
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[*****] |
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|||
[*****] |
|
[*****] |
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[*****] |
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[*****] |
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[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
|
[*****] |
|
|
[*****] |
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[*****] |
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[*****] |
|
[*****] |
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[*****] |
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[*****] |
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[*****] |
|
[*****] |
|
|
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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|||
[*****] |
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[*****] |
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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|
|
|
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[*****] |
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[*****] |
[*****] |
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|
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[*****] |
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[*****] |
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|
|
[*****] |
|
|
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[*****] |
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[*****] |
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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|
|
|
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[*****] |
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[*****] |
[*****] |
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|
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NOTE: The number of [*****] and [*****] model airplanes shown above reflect a total capacity of [*****] airplanes per month and reflect the number of [*****] model airplanes which can be manufactured with a corresponding reduction in the number of [*****] model airplanes. A minimum of [*****] Units Separation is required between [*****] model units. Production capacity and combinations of [*****] and [*****] models are limited to a total of [*****] airplanes per month with a [*****] unit separation as defined in the matrix above. The combinations in the matrix above reflect the number of [*****] airplanes that can be made with a corresponding reduction in [*****] Models. [*****] Rate Schedules above [*****] Jan2012;
[*****] Mar 2013; [*****] Apr 2014
[*****] Fin, Stabilizer, and Section 48 Sub-Assembly have been removed. Spirit no longer manufactures.
MODEL # |
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Monthly |
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Wichita |
|
MIX |
|
STRUCTURES |
|
Engine - Protection Rates |
|
||||||||
747 |
|
[*****] Units |
|
[*****] Units |
|
[*****] |
|
Units Separation |
|
Skin Polish |
|
[*****] |
|
[*****] |
|
[*****] |
|
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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|
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767 |
|
[*****] Units |
|
[*****] Units |
|
MIX |
|
Units Separation |
|
Skin Polish |
|
|
|
[*****] |
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[*****] |
|
[*****] |
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[*****] |
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[*****] |
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[*****] |
|
[*****] |
|
[*****] |
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[*****] |
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|
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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|
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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|
777 |
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[*****] Units |
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[*****] |
|
MIX |
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Units Separation |
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Skin Polish |
|
[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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[*****] |
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TOTAL UNITS |
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[*****] |
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LEGEND |
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[*****] |
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|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
EXHIBIT B
Accountable Rate Tooling
737 [*****]APM Tooling |
||||||||||
[*****] |
|
Bus
|
|
Type |
|
Tool Code |
|
Tool# |
|
[*****] |
[*****] |
|
FSS |
|
Tool ME |
|
|
|
Tool ME ([*****] lump sum) |
|
|
[*****] |
|
FSS |
|
Facilities Assist |
|
|
|
Facilities Tool Assist |
|
|
[*****] |
|
FSS |
|
Spirit |
|
3FME |
|
111A0000-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FAJ |
|
111A0000-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
111A0000-9415L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
111A0000-9415R |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
140A1650-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4320-360 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4320-540 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
4FME |
|
140A4401-9489 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2FME |
|
140A4404-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2FME |
|
140A4405-9480 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4620-727 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4620-887 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FAJ |
|
140A4801-9865 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4801-9865 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4801-9890 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
141A3701-9185L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
141A3701-9185R |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
146A7400 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2PME |
|
148A1683-900 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
PME |
|
148A1683-900 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
148A2230-11 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FAJ |
|
148A3330-9820 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3FME |
|
149A1100-9994 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
284A0602-9190 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
284A0603-27 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3FME |
|
65-73748-312 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
FME |
|
315A2001-1 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
TME |
|
315A2001-1 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
FME |
|
315A2001-2 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
TME |
|
315A2001-2 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2101-41 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2102-41 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
PME |
|
315A2500-1 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
HFD |
|
311A2684-11 (Ducommon)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
HFD |
|
311A2684-12 (Ducommon)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
HFD |
|
315A2109-1 (Ducommon)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
HFD |
|
315A2109-2 (Ducommon)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
HFD |
|
315A2257-10 (Ducommon)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
HFD |
|
315A2257-11 (Ducommon)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
HFD |
|
315A2257-12 (Ducommon)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
HFD |
|
315A2257-9 (Ducommon)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
353A2082-1 (Ducommon)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
353A2084-2 (Ducommon)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
354A4000-13 (Ducommon)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12923 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12924 (Nikkiso Part Num)** |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12925 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12926 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12927 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12928 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12929 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12930 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12931 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12932 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12933 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12934 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12935 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12936 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12937 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12938 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12939 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12940 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12943 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12944 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12983 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12984 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
BAJ |
|
113A3150-1 |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
BAJ |
|
113A3150-2 |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
BAJ |
|
113A3710-1 |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
BAJ |
|
113A3710-2 |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
BAJ |
|
114A6010-1-2 |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
BAJ |
|
114A6010-1-2 |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
BAJ |
|
114A6020-1-2 |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
BAJ |
|
114A6030-1-2 |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
BAJ |
|
114A6030-1-2 |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
BAJ |
|
1146040-1-2 |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A4161-5 (AIDC)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A4161-6 (AIDC)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A5502-5 (AIDC)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A5508-11 (AIDC)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A5508-12 (AIDC)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
FAJ |
|
116A5510-935 |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
FAJ |
|
116A5510-936 |
|
[*****] |
[*****] |
|
FSS |
|
Tool ME |
|
|
|
Tool ME ([*****] lump sum) |
|
|
[*****] |
|
FSS |
|
Facilities Assist |
|
|
|
Facilities Tool Assist |
|
|
[*****] |
|
FSS |
|
Spirit |
|
WST |
|
128065 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
001A4001-7945 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
001A4001-9900 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FUHF |
|
001A4001-9900 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FUHF |
|
001A4001-9900 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2PME |
|
001A4001-9980 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
PME |
|
001A4001-9980 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
5PME |
|
001A4001-9994 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
001A4001-9994 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3FME |
|
111A0000-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
111A0000-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FAJ |
|
111A0000-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
111A0000-9415L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
111A0000-9415L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
111A0000-9415R |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
111A0000-9415R |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
FSS |
|
Spirit |
|
TSF |
|
111A0000-9425 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
TSF |
|
111A0000-9910 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
HF |
|
111a3000-9405 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
HF |
|
111a3000-9405 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
5RAJ |
|
111A3000-9406 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
111A7000-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
26DJ |
|
140A0340-9932AF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
4DJ |
|
140A0340-9932AF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
5DJ |
|
140A0340-9932AF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
6DJ |
|
140A0340-9932AF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
7DJ |
|
140A0340-9932AF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2LJ |
|
140A0340-9932ALAV |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
12DJ |
|
140A0340-9932FF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
21DJ |
|
140A0340-9932FF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
24DJ |
|
140A0340-9932FF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2DJ |
|
140A0340-9932FF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
4DJ |
|
140A0340-9932FF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
5DJ |
|
140A0340-9932FF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
7DJ |
|
140A0340-9932FF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
140A0340-9932FF |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2LJ |
|
140A0345-9912 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2RAJ |
|
140A0346-9520 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LI |
|
140A0348-9912 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2RAJ |
|
140A0350-9530 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3LJ |
|
140A0355-9912 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3MIT |
|
140A1650-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
140A1650-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FAJ |
|
140A4100-9185 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4100-9185 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4100-9190 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4100-9190 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3MHF |
|
140A4112-9175 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4112-9179L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4112-9179U |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4112-9185 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
140A4112-9924 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3MHF |
|
140A4113-9165 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4113-9169L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4113-9169U |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4113-9185 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4310-9395 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2ME |
|
140A4320-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2ME |
|
140A4320-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4320-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4320-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
PME |
|
140A4320-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2ME |
|
140A4320-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2ME |
|
140A4320-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4320-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4320-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4320-360 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4320-360 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4320-410 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4320-500A |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2MHF |
|
140A4320-540 |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4320-540 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4320-540 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2FME |
|
140A4320-9335 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4320-9335 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2FME |
|
140A4402-9453 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4402-9473 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4402-9474 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2FME |
|
140A4404-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3ME |
|
140A4404-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
4ME |
|
140A4404-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4404-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4404-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4404-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4404-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
140A4404-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2FME |
|
140A4405-9480 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FAI |
|
140A4405-9480 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4610-9695 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2ME |
|
140A4620-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2ME |
|
140A4620-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4620-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4620-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2ME |
|
140A4620-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2ME |
|
140A4620-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4620-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4620-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2MHF |
|
140A4620-727 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4620-727 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4620-727 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4620-7278 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4620-777 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4620-887 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MHF |
|
140A4620-887 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2MIT |
|
140A4700 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3HRF |
|
140A4700 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
4FME |
|
140A4700 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4700 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FMHF |
|
140A4700 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
140A4700 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
PRE |
|
140A4700 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4700-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4700-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3MHF |
|
140A4710 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4710 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3MHF |
|
140A4720 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
140A4720 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FAI |
|
140A4801-9865 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4801-9865 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FME |
|
140A4801-9890 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A0611-9190 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
141A0640-9185L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
141A0640-9185R |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
PME |
|
141A0650-9190 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A0741-9185 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A2100-9190 |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A3501-9190 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
141A3502-9185 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
141A3701-9185L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
141A3701-9185R |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A3811-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
141A3910-9185 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A4830-9136L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A4830-9136R |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A5300-912 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
141A5600 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
4MIT |
|
141A6000-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
5MIT |
|
141A6000-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
141A6160-7 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A6504-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A6720-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2MIT |
|
141A8205-9924 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
141A8205-9924 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A8205-9940 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A8800 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2MF |
|
141A8851-3 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2LJ |
|
141A8870-9190 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
141A8870-9190 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
141A8870-9190 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
141A9500-9136 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
5FME |
|
143A0000 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
PRE |
|
143A0000 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJHF |
|
143A0000 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJHF |
|
143A0000 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3FME |
|
143A0000-900 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
4FME |
|
143A0000-900 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2DJ |
|
143A0060-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
143A0060-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
143A7500-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2LJ |
|
143A7500-20 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2DJ |
|
144A5300-9912 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3DJ |
|
144A5300-9912 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
144A5300-9912 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
144A5300-9912 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2MIT |
|
144A7100-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
144A7100-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2DJ |
|
144A7700-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
144A7700-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
144A7700-9490 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2DJ |
|
146A0061-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
146A7400 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
146A7500-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
146A7810-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
146A7810-9635 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
146A7811-10 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
146A7811-9 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
146A8300-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
146A8340-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
146A9401 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
147A5690-3 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
147A5700 |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
147A6104-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
147A6104-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2DJ |
|
147A7500-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
147A9109-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
147A9209-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
148A0922-9890 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
148A1600-9890 (-201 Det) |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
148A1600-9890 (-301 Det) |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
JDT |
|
148A1682-7 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
148A2601-9862 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
JDT |
|
148A3590-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
JDT |
|
148A3590-1104 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
JDT |
|
148A3590-1121 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
JDT |
|
148A3590-1138 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
JDT |
|
148A3590-2L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
JDT |
|
148A3590-3L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
JDT |
|
148A3590-4R |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
148A3820-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
148A3820-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
148A8300-3 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2FME |
|
149A1100-9974 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3FME |
|
149A1100-9974 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
149A4000-9931 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
149A7130-9902 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2LJ |
|
149A7190-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
149A7190-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
149A7190-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2LJ |
|
149A7190-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
149A7190-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
149A7190-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DCD |
|
149A7200-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2LJ |
|
149A7210-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
3LJ |
|
149A7210-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
149A7210-9415L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
149A7275-9415L |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
149A7275-9415R |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
149A7501-25 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
149A7701-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
149A8103-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
149A8104-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2BOF |
|
181A1000-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2FAJ |
|
181A1000-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
2MIT |
|
181A1000-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
4MIT |
|
181A1000-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
5MIT |
|
181A1000-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
FAJ |
|
181A1000-2 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
TSB |
|
181A1000-3 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
NCMIT |
|
181A1000-5 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
NCMIT |
|
181A1000-7 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
NCMIT |
|
181A1000-9 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
BAJ |
|
2 Skin Fab BAJs (141A3816-13,-14) |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
4DJ |
|
218A9120-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
5DJ |
|
218A9120-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
5DJ |
|
218A9120-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
6DJ |
|
218A9120-9415 |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
FSS |
|
Spirit |
|
7DJ |
|
218A9120-9415 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
251A1630 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
251A1640 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
284A0602-9190 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
284A0839-7 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
LJ |
|
412A3247-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
50-7945 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
PME |
|
65-73741-300 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
65C30492-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
N/A |
|
JIB CRANE |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
N/A |
|
JIB CRANE |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
N/A |
|
SCISSOR LIFT |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
N/A |
|
SCISSOR LIFT |
|
[*****] |
[*****] |
|
FSS |
|
Supplier |
|
|
|
POP Tooling** |
|
|
[*****] |
|
FSS |
|
Supplier |
|
|
|
MOP Tooling** |
|
|
[*****] |
|
FSS |
|
Supplier |
|
|
|
Windshield/Pass Windows** |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MC |
|
141T4141T8820-1LMC |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
SPT |
|
141T4846-25:SPT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MC |
|
141T4899-2:MC |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MC |
|
141T4899-2:MC |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MC |
|
141T4899-2L:MC |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MC |
|
141T4899-2L:MC |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
JDT |
|
141T4929-3:JDT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
LF |
|
141T4929-3:LF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T4929-4:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
CF |
|
141T8820-1:CF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
CF |
|
141T8820-1:CF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MC |
|
141T8820-1:MC |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MC |
|
141T8820-1:MC |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-1:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-1:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
DJ |
|
141T8820-10AT:DJ |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
DJ |
|
141T8820-10AT:DJ |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-10AT:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-10AT:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-10AT:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-10AT:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-11:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-11:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-11:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-11:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-11:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-11:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8820-11AT3:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
OF |
|
141T8820-11AT3:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-11AT4:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-11AT4:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-12:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-12:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8820-12AT3:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8820-12AT3:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-12AT3:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-12AT4:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-12AT4:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MC |
|
141T8820-1L:MC |
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
CF |
|
141T8820-2:CF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
CF |
|
141T8820-2:CF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-2:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-2:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
DJ |
|
141T8820-9AT:DJ |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
DJ |
|
141T8820-9AT:DJ |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-9AT:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8820-9AT:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-9AT:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8820-9AT:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
CF |
|
141T8830-3:CF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MC |
|
141T8830-3:MC |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MC |
|
141T8830-3:MC |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
CT |
|
141T8830-33:CT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
CT |
|
141T8830-35:CT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
CT |
|
141T8830-39:CT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
CT |
|
141T8830-39:CT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
CF |
|
141T8830-4:CF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
CT |
|
141T8830-41:CT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8830-49AT:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8830-50AT:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8830-53:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8830-53A53:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8830-53A53:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8830-53AT:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8830-53AT2:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8830-53AT3:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8830-54:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8830-54AT:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8830-54AT2:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8830-54AT3:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8830-73:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8830-75:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8830-77:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8830-77:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8830-79:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8830-79:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8830-81:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8830-89:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
SPT |
|
141T8844-7:SPT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
STFB |
|
141T8844-7:STFB |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BPHB |
|
141T8844-75A2:BPHB |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8844-75A2:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8844-75A2:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8844-75A2:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BPHB |
|
141T8844-76A2:BPHB |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8844-76A2:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8844-7ATA:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8844-7ATA:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8844-7ATA:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8844-7ATA:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8844-7ATA:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8844-7ATA:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
SPT |
|
141T8844-8:SPT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
SPT |
|
141T8844-8:SPT |
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BPHB |
|
141T8844-81A2:BPHB |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8844-81A2:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BT |
|
141T8844-81A2:BT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8844-81A2:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BPHB |
|
141T8844-82A2:BPHB |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8844-82A2:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8845-1:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8845-2:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8845-7:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
DJ |
|
141T8845-7ATA:DJ |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8845-7ATA:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8845-7ATA:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8845-8:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
DJ |
|
141T8845-8ATA:DJ |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8845-8ATA:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8850-4:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8852-31:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8852-32:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8852-33:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8852-34:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8852-35:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8853-109:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
TJ |
|
141T8853-109:TJ |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8853-109AT1:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8853-109AT1:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8853-110:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
TJ |
|
141T8853-110:TJ |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
SPT |
|
141T8853-18:SPT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
SPT |
|
141T8853-19:SPT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
KSTFB |
|
141T8853-3:KSTFB |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
STFB |
|
141T8853-4:STFB |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8853-53:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8853-54:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
SPT |
|
141T8853-55:SPT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
SPT |
|
141T8853-56:SPT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8853-65:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
SPT |
|
141T8853-65:SPT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8853-66:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
SPT |
|
141T8853-66:SPT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8857-5:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8857-5ATA:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8857-5ATA:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8857-5ATA:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
BOF |
|
141T8857-5ATA:BOF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8857-5ATA:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141T8857-6:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
141T8857-6ATA:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141W8820-99005A:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141W8820-99006A:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141W8820-99007A:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
LJ |
|
141W8830-11LJ |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
LJ |
|
141W8830-12LJ |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141W8830-925A:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141W8830-926A:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141W8832-1:NCT |
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141W8832-2:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141W8832-3:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
141W8832-4:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
147A7703-19:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
147A7703-21:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
147A7703-31:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
147A7703-32:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
147A7703-32:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
147A7703-33:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
147A7703-34:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MF |
|
181A11120-1:MF |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
NCT |
|
181A1120-1:NCT |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MA |
|
BAC1514-2477:MA |
|
|
[*****] |
|
FSS |
|
Supplier (Gen Fab Offload) |
|
MA |
|
BAC1514-2477:MA |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141A3521-28 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
141A3521-28 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
141A3521-28 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141A3521-33 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
141A3521-33 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
141A3521-33 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141A3721-33 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
141A3721-33 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
141A3721-33 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
141A3721-33 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141A3721-41 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
141A3721-41 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
141A3721-41 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
141A3721-41 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141A3810-36 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
141A3810-36 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
141A3810-36 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141A3810-37 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
141A3810-37 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
141A3810-37 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2541-20 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
BACD |
|
141W2541-42 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2541-42 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2911-4ATA |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SDT |
|
141W2911-4ATA |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2921-36 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SDT |
|
141W2921-36 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2921-37 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SDT |
|
141W2921-37 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2921-38 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SDT |
|
141W2921-38 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2921-932 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SDT |
|
141W2921-932 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2931-13 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SDT |
|
141W2931-13 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2931-15 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SDT |
|
141W2931-15 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2941-32 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SDT |
|
141W2941-32 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2941-34 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2941-35 |
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141W2941-37 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SDT |
|
141W2941-37 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
141WS871-8 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
147A3300-1 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
147A3300-1 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
147A3300-1 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
147A3300-1 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
147A3400-4 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
147A3400-4 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
147A3400-4 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
147A3400-4 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3111-18 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3111-18 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3111-18 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
148A3111-18 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3111-20 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3111-20 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3111-20 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
148A3111-20 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3121-10 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3121-10 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3121-10 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
148A3121-10 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3121-7 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3121-7 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3311-5 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3311-5 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3311-5 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3311-901C |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3311-901C |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3311-901C |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3321-909A |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3321-909A |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3321-909A |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
148A3321-909A |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3321-912 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3321-913 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3321-922 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3321-922 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
148A3321-922 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3331-1 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3331-1 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3331-1 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
148A3331-1 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3331-6 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3331-6 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
148A3331-6 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3332-1 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3332-1 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3332-1 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3332-4 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3332-4 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3335-10 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3335-3 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3595-15 |
|
|
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3595-15 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3595-15 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
SUT |
|
148A3595-15 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3820-27 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3820-27 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3820-27 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3820-28 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3820-28 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3820-28 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3820-901 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3820-901 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3820-901 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A3820-902 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A3820-902 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
STFB |
|
148A3820-902 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
CMT |
|
148A6375-7 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab Offload) |
|
MF |
|
148A6375-7 |
|
|
[*****] |
|
FSS |
|
Supplier (Skin Fab offload) |
|
STFB |
|
148A6375-7 |
|
|
[*****] |
|
PSS |
|
Spirit |
|
2MF |
|
311A2281-2 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2101-41 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BPPF |
|
315A2101-5 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2102-41 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BPPF |
|
315A2102-5 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2502-101 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2502-102 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2502-3 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2502-5 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2502-6 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BPPF |
|
315A2502-7 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BPPF |
|
315A2502-8 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BAJ |
|
315A2561-1 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
4BAJ |
|
315A2561-131 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
4BAJ |
|
315A2561-132 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BAJ |
|
315A2561-2 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12943 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12944 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
Offload tooling** |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
LM |
|
113A3100-1, 113A3100-2 |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
LM (Unit 7) |
|
114A9201-21 (T-4897784) |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
LM (Unit 8) |
|
114A9201-21 (T-4897784) |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
FAJ |
|
113A3700-1 (T-4956854) |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
FAJ |
|
113A3700-2 (T-4956855) |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
LM |
|
113A3150-1 (T-4957135) |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
LM |
|
113A3150-2 (T-4957136) |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
HF?MRJ |
|
TBD (Slot Tools)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A4161-5 (AIDC)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A4161-6 (AIDC)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A5502-5 (AIDC)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A5508-11 (AIDC)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A5508-12 (AIDC)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A5510-935 (AIDC)** |
|
[*****] |
[*****] |
|
Tulsa |
|
Supplier |
|
|
|
116A5510-936 (AIDC)** |
|
[*****] |
[*****] |
|
FSS |
|
Tool ME |
|
|
|
Tool ME([*****] lump sum) |
|
|
[*****] |
|
FSS |
|
Facilities Assist |
|
|
|
Facilities Tool Assist |
|
|
[*****] |
|
FSS |
|
Spirit |
|
2MHF |
|
140A4610-727 |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
FSS |
|
Spirit |
|
4UHF |
|
143A0000 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
DJ |
|
146A8340-1 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
148A1600-10 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
148A1600-9 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
ME |
|
148A1600-9890 (-401 Det) |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
MIT |
|
148A1682-17 |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
JDT |
|
148A1682-23 |
|
[*****] |
[*****] |
|
FSS |
|
Supplier |
|
|
|
-900 Tooling** |
|
|
[*****] |
|
FSS |
|
Supplier |
|
|
|
Cockpit Windows (move from [*****])** |
|
|
[*****] |
|
FSS |
|
Supplier |
|
|
|
Misc based upon [*****]** |
|
|
[*****] |
|
FSS |
|
Supplier |
|
|
|
MOP Tooling** |
|
|
[*****] |
|
FSS |
|
Supplier |
|
|
|
Section 48 Tooling for ASTK** |
|
|
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2101-41 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BPPF |
|
315A2101-5 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2102-41 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
8PPF |
|
315A2102-5 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2502-101 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2502-102 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BAJ |
|
315A2502-109 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BAJ |
|
315A2502-110 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2502-3 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2502-5 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
3BAJ |
|
315A2502-6 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BPPF |
|
315A2502-7 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BPPF |
|
315A2502-8 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BAJ |
|
315A2561-1 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
4BAJ |
|
315A2561-131 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
4BAJ |
|
315A2561-132 |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
BAJ |
|
315A2561-2 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
1MF |
|
311A2182-5 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
1MF |
|
311A2182-6 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
2MF |
|
311A2182-6 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
2MF |
|
311A2182-6 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
1MF |
|
311A2450-7 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
2MF |
|
311A2450-7 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
1MF |
|
311A2450-8 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
2MF |
|
311A2450-8 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
MILF |
|
315A2222-7 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
LATF |
|
315A2233-21/31 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
LATF |
|
315A2233-21/31 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
MILF |
|
315A2233-21/31 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
MILF |
|
315A2233-21/31 |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12925 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12926 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12927 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12928 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12929 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12930 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12931 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12932 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12933 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12934 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12935 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12936 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12937 (Nikkiso Part Num)** |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12938 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12939 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12940 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12943 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12944 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12983 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
LP12984 (Nikkiso Part Num)** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
Offload tooling** |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
|
|
S315T107-303 (G40141) |
|
[*****] |
**The tools associated with this item are included in the settlement value. These tools will be added to the list and paid when the CTL records are submitted.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
777 [*****] Tooling |
||||||||||
[*****] |
|
Bus.
|
|
Type |
|
Tool# |
|
Tool Code |
|
[*****] |
[*****] |
|
FSS |
|
Tool ME |
|
Tool ME ([*****] lump sum) |
|
|
|
|
[*****] |
|
FSS |
|
Spirit NC |
|
NC Auto Fastening (IPAC, G2000) ([*****] lump sum) |
|
|
|
|
[*****] |
|
FSS |
|
Facilities Assist |
|
Facilities Tool Assist |
|
|
|
|
[*****] |
|
FSS |
|
Supplier |
|
Vendor NC for Gen Fab Offload** |
|
|
|
|
[*****] |
|
FSS |
|
Spirit |
|
[*****] |
|
|
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W2910-9901 |
|
2FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W2930-9901 |
|
2FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W2940-9901 |
|
FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W2940-9902 |
|
FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W2021-9236 |
|
RAJ |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W2020-9230 |
|
FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W2000-9206 |
|
4FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W4050-9425 |
|
RAJ |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W4050-9425 |
|
2OHME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W3050-9325 |
|
2FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W3050-9325 |
|
2OHME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W3050-9325 |
|
2FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W3050-9325 |
|
OHME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W3050-9325 |
|
RAJ |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W1050-9125 |
|
3OHME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W1050-9125 |
|
2OHME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W1050-9125 |
|
2OHME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W1050-9125 |
|
RAJ |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W1050-9120 |
|
FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W1050-9120 |
|
3FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W1050-9120 |
|
2FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W1050-9120 |
|
FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W5000-9930 |
|
RAJ |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W5000-9930 |
|
RAJ |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W5000-9930 |
|
RAJ |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W5000-9930 |
|
RAJ |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W5000-9930 |
|
RAJ |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W5000-9930 |
|
RAJ |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W5000-9920 |
|
2OHME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W5000-9925 |
|
FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141T0800-1 |
|
16FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141T0800-1 |
|
6FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W1000-9100 |
|
2FME |
|
[*****] |
[*****] |
|
FSS |
|
Spirit |
|
141W3000-9300 |
|
2FME |
|
[*****] |
[*****] |
|
FSS |
|
Facilities Assist |
|
Facilities Tool Assist |
|
|
|
|
[*****] |
|
PSS |
|
Spirit |
|
314W1411-3 |
|
BPPF |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
314W1412-3 |
|
BPPF |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
314W1421-6 |
|
3BAJ |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
314W1422-9 |
|
3BAJ |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
314W1510-3 |
|
4BAJ |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
314W1510-4 |
|
4BAJ |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
315W1701-110 |
|
BPPF |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
315W1702-100 |
|
BPPF |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
315W1571-1 |
|
3BAJ |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
315W1571-3 |
|
3BAJ |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
315W1571-4 |
|
3BAJ |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
315W1571-30 |
|
BMIT |
|
[*****] |
[*****] |
|
PSS |
|
Spirit |
|
314W1411-41 |
|
2HCFD |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
311W3532-1 |
|
BAJ |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
311W3532-2 |
|
BAJ |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
311W5531-1 |
|
BAJ |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
311W5531-2 |
|
BAJ |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
315W3215-1 |
|
HCFD |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
315W5215-1 |
|
HCFD |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
314W1321-1 |
|
HCSF |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
314W1341-12 |
|
HCSF |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
314W1321-1 |
|
LM |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
314W1341-12 |
|
LM |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
314W5275-1 |
|
LM |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
314W1561-1 |
|
MIT |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
[*****] |
|
PSS |
|
Supplier |
|
314W5275-1 |
|
MIT |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
315W3215-1 |
|
MIT |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
315W5215-1 |
|
MIT |
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
Casting Tool (Glenair)** |
|
|
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
193 components Tooling (Glenair)* |
|
|
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
Assembly Tool (Nikkiso)** |
|
|
|
[*****] |
[*****] |
|
PSS |
|
Supplier |
|
Offload Tooling** |
|
|
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
NC Programming 3 rd Bertsche** |
|
|
|
|
[*****] |
|
Tulsa |
|
Spirit |
|
Ply Locating Templates ** |
|
|
|
|
[*****] |
|
Tulsa |
|
Spirit |
|
151W0263 (Flex Skirt Bond Tools)** |
|
Long Support |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
151W0282 (Flex Skirt Bond Tools)** |
|
A gage |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
151W0283 (Flex Skirt Bond Tools)** |
|
G gage |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
151W0284 (Flex Skirt Bond Tools)** |
|
H gage |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
151W0285 (Flex Skirt Bond Tools)** |
|
D gage |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
151W0286 (Flap POS 2 Drillout Tools)** |
|
E gage |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
151W0288 (Flap POS 2 Drillout Tools)** |
|
B gage |
|
[*****] |
[*****] |
|
Tulsa |
|
Spirit |
|
151W0289 (Slat Tools)** |
|
K gage |
|
[*****] |
**The tools associated with this item are included in the settlement value. These tools will be added to the list and paid when the CTL records are submitted.
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
EXHIBIT C
Capital Equipment and Facilities
737 [*****] APM Rate Capital Equipment/Facilities |
||||||||||
Bus Unit |
|
[*****] |
|
Type |
|
Location |
|
Description |
|
Negotiated Cap |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
Makino #1816 (WYW) Window Belt Cell |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
5-Axis Soft Metal (AKA MAG7 Makino) |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
Laser Pattern Trace |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
MTGRS (Multi Task Gantry Riveting System) Retrofit (2 electric heads) |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
Mag3 (WJQ) |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
Modig Extrusion Mill (WZY) |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
NDI Equipment |
|
[*****] |
FSS |
|
[*****] |
|
FAC |
|
FSS |
|
NEW Fuselage paint bay |
|
[*****] |
FSS |
|
[*****] |
|
FAC |
|
FSS |
|
Camo Upgrade |
|
[*****] |
FSS |
|
[*****] |
|
FAC |
|
FSS |
|
Chem Mill Capacity |
|
[*****] |
FSS |
|
[*****] |
|
FAC |
|
FSS |
|
Industrial Waste Sludge 6/1 |
|
[*****] |
PSS |
|
[*****] |
|
CAP |
|
PSS |
|
Perforator |
|
[*****] |
PSS |
|
[*****] |
|
CAP |
|
PSS |
|
Forest Line Mill _ (Multi Axis Router) + Dust Collection System |
|
[*****] |
PSS |
|
[*****] |
|
CAP |
|
PSS |
|
Makino 1516-5 (hard metal) |
|
[*****] |
PSS |
|
[*****] |
|
CAP |
|
PSS |
|
Laser Projectors |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Autoclave |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Capital - McCallester |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Paint Booth |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Cove Panel Paint booth Modification |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Refurb TP 078 for PC |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Upgrade AUSS IV North (TTU) |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Automated Drill - Pos #1 (upgrade) |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
X-Ray System Upgrade |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Sealant Cure Booth |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Titanium Racks |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
Retrofit 1500 stretch press |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
5-Axis Soft Metal (AKA MAG7 Makino) |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
Modig Extrusion Mill (WZY) |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
Chord Trimmer (WUB) _ (Henry Line) |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
Large Chord Trimmer (WQ4) |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
Mazak Vortex 5 axis |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
AFDE (Auto Floor Drilling Equip) |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
NDI equipment |
|
[*****] |
FSS |
|
[*****] |
|
FAC |
|
FSS |
|
IWTP Waste Treatment 4/25 |
|
[*****] |
FSS |
|
[*****] |
|
FAC |
|
FSS |
|
CM Evap Crystillizer 4/25 |
|
[*****] |
FSS |
|
[*****] |
|
FAC |
|
FSS |
|
Chem Mill Capacity |
|
[*****] |
FSS |
|
[*****] |
|
FAC |
|
FSS |
|
Cooling Tower/Elec Sub/Chillers 4/25 (AKA Warehouse 3 Transformer) |
|
[*****] |
PSS |
|
[*****] |
|
CAP |
|
PSS |
|
TTU |
|
[*****] |
PSS |
|
[*****] |
|
CAP |
|
PSS |
|
Chiller |
|
[*****] |
PSS |
|
[*****] |
|
CAP |
|
PSS |
|
Brown Strut Drill |
|
[*****] |
PSS |
|
[*****] |
|
CAP |
|
PSS |
|
Laser Projectors |
|
[*****] |
PSS |
|
[*****] |
|
FAC |
|
PSS |
|
Infrastructure - Condensor Water |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Automated Drill - Pos #2 (new) |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Automated Drill - Pos #1 (upgrade) |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Cove Panel Paint booth Modification |
|
[*****] |
777 [*****] Rate Capital Equipment/Facilities |
||||||||||
Bus Unit |
|
[*****] |
|
Type |
|
Location |
|
Description |
|
Negotiated Cap |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
Cincinnati 5-Axis, 4-Spindle Hard Metal |
|
[*****] |
FSS |
|
[*****] |
|
CAP |
|
FSS |
|
IPAC #5 Modifications |
|
[*****] |
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****].
PSS |
|
[*****] |
|
CAP |
|
PSS |
|
TTU |
|
[*****] |
PSS |
|
[*****] |
|
CAP |
|
PSS |
|
Laser Bays (5) |
|
[*****] |
PSS |
|
[*****] |
|
CAP |
|
PSS |
|
Ply Kit Cutters |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Total Staging / Retrieval System |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
Wing - Part Staging system for processing |
|
[*****] |
Tulsa |
|
[*****] |
|
CAP |
|
Tulsa |
|
VAA System |
|
[*****] |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey L. Turner, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Spirit AeroSystems Holdings, Inc. (registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
|
/s/ Jeffrey L. Turner |
|
Jeffrey L. Turner |
|
President and Chief Executive Officer |
Date: November 5, 2012
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Philip D. Anderson, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Spirit AeroSystems Holdings, Inc. (registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
|
/s/ Philip D. Anderson |
|
Philip D. Anderson |
|
Senior Vice President and Chief Financial Officer |
Date: November 5, 2012
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Spirit AeroSystems Holdings, Inc. (the Company) on Form 10-Q for the period ended September 27, 2012, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Jeffrey L. Turner, as President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jeffrey L. Turner |
|
Jeffrey L. Turner |
|
President and Chief Executive Officer |
Date: November 5, 2012
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Spirit AeroSystems Holdings, Inc. (the Company) on Form 10-Q for the period ended September 27, 2012, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Philip D. Anderson, as Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Philip D. Anderson |
|
Philip D. Anderson |
|
Senior Vice President and Chief Financial Officer |
Date: November 5, 2012