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 April 3, 2014

 

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

 

20-2436320

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

3801 South Oliver

Wichita, Kansas 67210

(Address of principal executive offices and zip code)

 

Registrant’s 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

 

Accelerated filer o

 

Non-accelerated filer  o

 

Smaller reporting company  o

 

 

 

 

(Do not check if a smaller reporting company)

 

 

 

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 April 25, 2014, the registrant had outstanding 127,506,422 shares of class A common stock, $0.01 par value per share, and 17,212,760 shares of class B common stock, $0.01 par value per share.

 

 

 



 

TABLE OF CONTENTS

 

PART I — FINANCIAL INFORMATIO N

 

 

 

Page

Item 1.

Financial Statements (unaudited)

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

37

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

52

Item 4.

Controls and Procedures

52

 

 

 

PART II — OTHER INFORMATION

Item 1.

Legal Proceedings

53

Item 1A.

Risk Factors

53

Item 6.

Exhibits

55

Signatures

 

56

 

2



 

PART 1. FINANCIAL INFORMATION

 

Item 1. Financial Statements (unaudited)

 

Spirit AeroSystems Holdings, Inc.

 

Condensed Consolidated Statements of Operations

(unaudited)

 

 

 

For the Three
Months Ended

 

 

 

April 3,
 2014

 

March 28,
 2013

 

 

 

($ in millions, except per share data)

 

Net revenues

 

$

1,728.5

 

$

1,442.2

 

Operating costs and expenses

 

 

 

 

 

Cost of sales

 

1,467.3

 

1,237.1

 

Selling, general and administrative

 

60.5

 

44.3

 

Impact from severe weather event

 

 

8.8

 

Research and development

 

6.3

 

7.5

 

Total operating costs and expenses

 

1,534.1

 

1,297.7

 

Operating income

 

194.4

 

144.5

 

Interest expense and financing fee amortization

 

(35.4

)

(17.6

)

Interest income

 

0.1

 

0.1

 

Other income (expense), net

 

1.2

 

(9.9

)

Income before income taxes and equity in net income (loss) of affiliates

 

160.3

 

117.1

 

Income tax provision

 

(6.9

)

(35.7

)

Income before equity in net income (loss) of affiliates

 

153.4

 

81.4

 

Equity in net income (loss) of affiliates

 

0.2

 

(0.2

)

Net income

 

$

153.6

 

$

81.2

 

Earnings per share

 

 

 

 

 

Basic

 

$

1.08

 

$

0.57

 

Diluted

 

$

1.07

 

$

0.57

 

 

See notes to condensed consolidated financial statements (unaudited)

 

3



 

Spirit AeroSystems Holdings, Inc.

 

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

 

 

 

For the Three
Months Ended

 

 

 

April 3,
 2014

 

March 28,
 2013

 

 

 

($ in millions)

 

Net income

 

$

153.6

 

$

81.2

 

Changes in other comprehensive income, net of tax:

 

 

 

 

 

Pension, SERP, and Retiree medical adjustments, net of tax effect of zero for each of the three months ended, respectively

 

 

0.3

 

Unrealized foreign exchange (loss) on intercompany loan, net of tax effect of $0.1 and $1.0 for each of the three months ended, respectively

 

(0.2

)

(3.3

)

Foreign currency translation adjustments

 

0.4

 

(10.5

)

Total other comprehensive income (loss)

 

0.2

 

(13.5

)

Total comprehensive income

 

$

153.8

 

$

67.7

 

 

See notes to condensed consolidated financial statements (unaudited)

 

4



 

Spirit AeroSystems Holdings, Inc.

 

Condensed Consolidated Balance Sheets

(unaudited)

 

 

 

April 3,
 2014

 

December 31,
 2013

 

 

 

($ in millions)

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

382.1

 

$

420.7

 

Short-term investments

 

0.3

 

 

Restricted cash

 

72.8

 

 

Accounts receivable, net

 

746.5

 

550.8

 

Inventory, net

 

1,868.9

 

1,842.6

 

Deferred tax asset - current

 

24.2

 

26.9

 

Other current assets

 

22.6

 

103.2

 

Total current assets

 

3,117.4

 

2,944.2

 

Property, plant and equipment, net

 

1,800.8

 

1,803.3

 

Pension assets

 

262.3

 

252.6

 

Other assets

 

121.5

 

107.1

 

Total assets

 

$

5,302.0

 

$

5,107.2

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

758.1

 

$

753.7

 

Accrued expenses

 

253.6

 

220.6

 

Profit sharing

 

16.7

 

38.4

 

Current portion of long-term debt

 

81.6

 

16.8

 

Advance payments, short-term

 

54.8

 

133.5

 

Deferred revenue, short-term

 

25.0

 

19.8

 

Deferred grant income liability - current

 

8.9

 

8.6

 

Other current liabilities

 

129.0

 

144.2

 

Total current liabilities

 

1,327.7

 

1,335.6

 

Long-term debt

 

1,152.8

 

1,150.5

 

Advance payments, long-term

 

777.0

 

728.9

 

Pension/OPEB obligation

 

71.2

 

69.8

 

Deferred grant income liability - non-current

 

105.9

 

108.2

 

Deferred revenue and other deferred credits

 

30.0

 

30.9

 

Other liabilities

 

199.3

 

202.3

 

Equity

 

 

 

 

 

Preferred stock, par value $0.01, 10,000,000 shares authorized, no shares issued

 

 

 

Common stock, Class A par value $0.01, 200,000,000 shares authorized, 127,540,704 and 120,946,429 shares issued, respectively

 

1.3

 

1.2

 

Common stock, Class B par value $0.01, 150,000,000 shares authorized, 17,224,491 and 23,851,694 shares issued, respectively

 

0.2

 

0.2

 

Additional paid-in capital

 

1,028.2

 

1,025.0

 

Accumulated other comprehensive (loss)

 

(54.4

)

(54.6

)

Retained earnings

 

662.3

 

508.7

 

Total shareholders’ equity

 

1,637.6

 

1,480.5

 

Noncontrolling interest

 

0.5

 

0.5

 

Total equity

 

1,638.1

 

1,481.0

 

Total liabilities and equity

 

$

5,302.0

 

$

5,107.2

 

 

See notes to condensed consolidated financial statements (unaudited)

 

5



 

Spirit AeroSystems Holdings, Inc.

 

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

 

 

For the Three
Months Ended

 

For the Three
Months Ended

 

 

 

April 3,
2014

 

March 28,
2013

 

 

 

($ in millions)

 

Operating activities

 

 

 

 

 

Net income

 

$

153.6

 

$

81.2

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities

 

 

 

 

 

Depreciation expense

 

41.3

 

39.3

 

Amortization expense

 

4.7

 

1.3

 

Amortization of deferred financing fees

 

15.7

 

1.5

 

Accretion of customer supply agreement

 

0.1

 

0.1

 

Employee stock compensation expense

 

3.7

 

3.7

 

Excess tax benefit of share-based payment arrangements

 

(0.5

)

 

(Gain) from the ineffectiveness of hedge contracts

 

(0.6

)

(0.8

)

Loss from foreign currency transactions

 

1.8

 

10.2

 

(Gain) on disposition of assets

 

 

(0.1

)

Deferred taxes

 

(0.3

)

18.6

 

Long-term tax provision

 

 

0.7

 

Pension and other post retirement benefits, net

 

(8.0

)

(3.3

)

Grant income

 

(2.0

)

(1.6

)

Equity in net (income) loss of affiliates

 

(0.2

)

0.2

 

Changes in assets and liabilities

 

 

 

 

 

Accounts receivable

 

(196.7

)

(167.7

)

Inventory, net

 

(51.6

)

(94.4

)

Accounts payable and accrued liabilities

 

50.6

 

71.4

 

Profit sharing/deferred compensation

 

(21.7

)

(10.0

)

Advance payments

 

(30.6

)

(12.0

)

Income taxes receivable/payable

 

72.5

 

2.1

 

Deferred revenue and other deferred credits

 

4.8

 

(0.7

)

Other

 

8.4

 

14.9

 

Net cash provided by (used in) operating activities

 

45.0

 

(45.4

)

Investing activities

 

 

 

 

 

Purchase of property, plant and equipment

 

(53.0

)

(74.4

)

Purchase of property, plant and equipment - severe weather event (see Note 4)

 

 

(5.8

)

Proceeds from sale of assets

 

0.1

 

0.1

 

Consolidation of variable interest entity

 

 

2.1

 

Net cash (used in) investing activities

 

(52.9

)

(78.0

)

Financing activities

 

 

 

 

 

Proceeds from issuance of bonds

 

300.0

 

 

Principal payments of debt

 

(9.5

)

(2.6

)

Payments on bonds

 

(227.2

)

 

Excess tax benefit of share-based payment arrangements

 

0.5

 

 

Debt issuance and financing costs

 

(19.2

)

 

Change in restricted cash

 

(72.8

)

 

Net cash (used in) financing activities

 

(28.2

)

(2.6

)

Effect of exchange rate changes on cash and cash equivalents

 

(2.5

)

(1.6

)

Net (decrease) in cash and cash equivalents for the period

 

(38.6

)

(127.6

)

Cash and cash equivalents, beginning of period

 

420.7

 

440.7

 

Cash and cash equivalents, end of period

 

$

382.1

 

$

313.1

 

 

See notes to condensed consolidated financial statements (unaudited)

 

6



 

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 Company’s (“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. The Company has its headquarters in Wichita, Kansas, with manufacturing facilities in Tulsa and McAlester, Oklahoma; Prestwick, Scotland; Wichita, Kansas; Kinston, North Carolina and Subang, Malaysia. The Company has assembly facilities in Saint-Nazaire, France, and Chanute, Kansas. 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 a joint venture, Taikoo Spirit AeroSystems Composite Co. Ltd. (“TSACCL”), of which Spirit’s ownership interest is 31.5%. 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 Company’s financial statements and the financial statements of its majority-owned or controlled 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 Company uses a quarter convention based upon working days, adjusted for calendar year constraints; as such, there were four additional work days for the period ended April 3, 2014 as compared to the same period in the prior year.  The year-end condensed balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP.  The Company’s investment in TSACCL, in which the Company does not have a controlling interest, is accounted for under the equity method.  KIESC is fully consolidated as the Company owns 77.8% of the entity’s equity.  All intercompany balances and transactions have been eliminated in consolidation. The Company’s U.K. subsidiary uses local currency, the British pound, as its functional currency; the Malaysian subsidiary uses the British pound and the 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 three months ended April 3, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. Certain reclassifications have been made to the prior year financial statements and notes to conform to the 2014 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.  On April 8, 2014, Spirit and Boeing entered into a memorandum of agreement (“MOA”) related to both Spirit’s long-term supply agreement for the B737, B747, B767 and B777 aircraft (the “Supply Agreement”) and Spirit’s long-term supply agreement with Boeing for the B787 aircraft (the “B787 Supply Agreement”).  With respect to the Supply Agreement, the MOA, among other things, waives certain amounts due to either party and contains an agreement on pricing for the B737, B747, B767 and B777 for the period April 1, 2014 through December 31, 2015.  With respect to the 787 Supply Agreement, the MOA suspends advance repayments for a period of twelve months beginning April 1, 2014, which repayment will be made by offset against the purchase price for shipset 1,001 and beyond.  Our financial results for the three months ended April 3, 2014 incorporate the provisions of the MOA. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2014 (the “2013 Form 10-K”).

 

2.  New Accounting Pronouncements

 

In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (FASB ASU 2014-08) . This

 

7



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

update changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements.  The provisions of FASB ASU 2014-08 are effective in annual periods beginning on or after December 15, 2014 and interim periods within those annual periods.  The Company is currently evaluating the new guidance to determine the impact it may have to its consolidated financial statements.

 

In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (FASB ASU 2013-11).  This update was issued to give explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.  The provisions of FASB ASU 2013-11 are effective for fiscal years and interim periods beginning after December 15, 2013.  The adoption of the provisions of this update did not have a material impact on the Company’s consolidated financial statements.

 

In July 2013, the FASB issued Accounting Standards Update No. 2013-10,  Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (FASB ASU 2013-10).  The amendments in this update permit the Fed Funds Effective Swap Rate (OIS) to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to UST and LIBOR. The amendments also remove the restriction on using different benchmark rates for similar hedges.  The amendment is effective for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013.  The adoption of the provisions of FASB ASU 2013-10 did not have a material impact on the Company’s consolidated financial statements.

 

In December 2011, the FASB issued Accounting Standards Update No. 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 are effective for annual and interim reporting periods beginning on or after January 1, 2013.  The adoption of the provisions of FASB ASU 2011-11 did not have a material impact on the Company’s consolidated financial statements.

 

3.  Changes in Estimates

 

The Company accounts for its long-term contracts using the percentage-of-completion method which requires judgment relative to assessing risks, estimating contract revenues and related costs  over the current contract blocks, and making assumptions for schedule and technical issues. Contract estimates are inherently complex and subject to significant variability in estimates of the cost and time required to complete the work. Most of the Company’s contracts are fixed price and contract revenues are known at the inception of the contract; however, contract cost estimates can change frequently as the programs mature and changes in assumptions and/or new developments become known.  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. When adjustments in estimated total contract block revenue or estimated total costs are required, any changes from prior estimates are recognized in the current period for the inception-to-date effect of such changes. When estimates of total costs to be incurred on a contract exceed estimates of total revenue to be earned, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.

 

Results of operations during first quarter of 2014 include the favorable impact of cumulative catch-up adjustments of $16.6 relating to periods prior to 2014, primarily associated with productivity and efficiency improvements on mature programs. Also, in the first quarter of 2014, the Company recognized forward loss charges of $0.9 and $0.3 on its Bell V280 helicopter and G280 wing programs, respectively. Results of operations during the first quarter of 2013 include the favorable impact of cumulative catch-up adjustments of $20.3 relating to periods prior to 2013, primarily associated with productivity and efficiency improvements on mature programs, partially offset by unfavorable performance on the A350 recurring and non-recurring programs. Also in the first quarter of 2013, the Company recognized a forward loss charge of $15.3 on its B787 wing program.

 

The Company is currently working on several new and maturing programs, which are in various stages of development including the B787, A350, G280 and G650 programs.  These programs carry risks associated with design responsibility, development of production tooling, production inefficiencies during the initial phases of production, hiring and training of qualified personnel, increased capital and funding commitments, supplier performance, delivery schedules and unique customer requirements.  The Company has previously recorded forward loss charges on these programs. If the risks related to these programs are not mitigated, then the Company could record additional forward loss charges.

 

4. Impact from Severe Weather Event

 

On April 14, 2012, during a severe weather event, the Company’s 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 a short  suspension of production.  Over the last two years, the Company used proceeds from a global insurance settlement to restore, clean-up and repair damages to its Wichita facility.  Expenditures associated with Impact from Severe Weather Event concluded in 2013.

 

The Company recorded a charge of $8.8 for the three months ended March 28, 2013 related to the severe weather event, which represents continuing incremental freight, warehousing, facilities restoration and other costs which are recorded as incurred.

 

8



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

5.  Accounts Receivable, net

 

Accounts receivable, net consists of the following:

 

 

 

April 3,
 2014

 

December 31,
 2013

 

Trade receivables (1)(2)(3)

 

$

737.9

 

$

544.2

 

Other

 

8.9

 

6.8

 

Less: allowance for doubtful accounts

 

(0.3

)

(0.2

)

Accounts receivable, net

 

$

746.5

 

$

550.8

 

 


(1)          Includes unbilled receivables of $35.3 and $33.5 at April 3, 2014 and December 31, 2013, respectively.

(2)          Includes $135.1 held in retainage by a customer at April 3, 2014 and December 31, 2013.

(3)          Includes $21.8 and $24.6 of withheld payments by a customer pending completion of retrofit work at April 3, 2014 and December 31, 2013, respectively.

 

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.

 

Also included in accounts receivable are amounts held in retainage which, as of April 3, 2014, are all related to Gulfstream and represent amounts due on G650 deliveries from 2010 through the third quarter of 2013.  While the Company believes that the short-paid amount is collectible, if the Company is unable to collect this amount or if it becomes part of an overall settlement or arbitration award, recognition of additional forward losses on the G650 program could be required and the future cash flows of the Company could be significantly impacted.  See Note 21, “Commitments, Contingencies and Guarantees,” for further discussion regarding the Company’s arbitration against Gulfstream Aerospace Corporation.

 

6.  Inventory

 

Inventories are summarized as follows:

 

 

 

April 3,
2014

 

December 31,
2013

 

Raw materials

 

$

262.1

 

$

240.2

 

Work-in-process

 

1,009.0

 

1,057.8

 

Finished goods

 

46.8

 

43.7

 

Product inventory

 

1,317.9

 

1,341.7

 

Capitalized pre-production

 

463.2

 

486.2

 

Deferred production

 

1,757.2

 

1,661.2

 

Forward loss provision

 

(1,669.4

)

(1,646.5

)

Total inventory, net

 

$

1,868.9

 

$

1,842.6

 

 

Capitalized pre-production costs include certain contract costs, including applicable overhead, incurred before a product is manufactured on a recurring basis. Significant statement of work changes considered not reimbursable by the customer can also cause pre-production costs to be incurred.  These costs are typically recovered over a certain number of shipset deliveries and the Company believes these amounts will be fully recovered.

 

9



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

Deferred production includes costs for the excess of production costs over the estimated average cost per shipset, and credit balances for favorable variances on contracts between actual costs incurred and the estimated average cost per shipset for units delivered under the current production blocks.  Recovery of excess-over-average deferred production costs is dependent on the number of shipsets 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.

 

Provisions for anticipated losses on contract blocks are recorded in the period in which they become evident (“forward losses”) and included in inventory with any remaining amount reflected in accrued contract liabilities.

 

Non-recurring production costs include design and engineering costs and test articles.

 

Inventories are summarized by platform and costs below:

 

 

 

April 3, 2014

 

 

 

Product Inventory

 

 

 

 

 

 

 

 

 

 

 

Inventory

 

Non-
Recurring

 

Capitalized Pre-
Production

 

Deferred
Production

 

Forward Loss
Provision
(1) (2)

 

Total Inventory,
net April 3, 2014

 

B747 (3)

 

$

92.1

 

$

0.1

 

$

3.4

 

$

(1.6

)

$

(32.3

)

$

61.7

 

B787

 

246.9

 

14.4

 

143.5

 

580.6

 

(605.1

)

380.3

 

Boeing - All other platforms (4)

 

406.1

 

1.1

 

7.0

 

(17.8

)

(18.3

)

378.1

 

A350

 

189.6

 

53.0

 

76.0

 

445.0

 

(120.9

)

642.7

 

Airbus - All other platforms

 

81.2

 

 

 

17.4

 

 

98.6

 

G280 (5)

 

46.6

 

 

4.7

 

257.0

 

(308.3

)

 

G650

 

64.2

 

 

186.9

 

402.7

 

(450.8

)

203.0

 

Rolls-Royce (6)

 

19.7

 

 

41.7

 

72.3

 

(133.7

)

 

Sikorsky

 

0.5

 

7.2

 

 

 

 

7.7

 

Bombardier C-Series

 

7.2

 

 

 

1.6

 

 

8.8

 

Aftermarket

 

43.4

 

 

 

 

 

43.4

 

Other platforms (7)

 

43.5

 

1.1

 

 

 

 

44.6

 

Total

 

$

1,241.0

 

$

76.9

 

$

463.2

 

$

1,757.2

 

$

(1,669.4

)

$

1,868.9

 

 

10



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

 

 

December 31, 2013

 

 

 

Product Inventory

 

 

 

 

 

 

 

 

 

 

 

Inventory

 

Non-
Recurring

 

Capitalized Pre-
Production

 

Deferred
Production

 

Forward Loss
Provision
(1) (2)

 

Total Inventory,
net December 31,
2013

 

B747 (3)

 

$

96.4

 

$

0.1

 

$

4.4

 

$

1.0

 

$

(37.2

)

$

64.7

 

B787

 

263.9

 

14.7

 

158.2

 

597.3

 

(606.0

)

428.1

 

Boeing - All other platforms (4)

 

421.4

 

11.5

 

7.0

 

(21.7

)

(18.6

)

399.6

 

A350

 

166.7

 

42.5

 

76.5

 

388.8

 

(120.8

)

553.7

 

Airbus - All other platforms

 

83.2

 

 

 

18.8

 

 

102.0

 

G280 (5)

 

46.9

 

 

4.9

 

233.7

 

(285.5

)

 

G650

 

59.2

 

 

192.7

 

373.3

 

(450.8

)

174.4

 

Rolls-Royce (6)

 

15.8

 

 

42.5

 

69.3

 

(127.6

)

 

Sikorsky

 

 

5.4

 

 

 

 

5.4

 

Bombardier C-Series

 

9.1

 

 

 

0.7

 

 

9.8

 

Aftermarket

 

37.0

 

 

 

 

 

37.0

 

Other platforms (7)

 

67.1

 

0.8

 

 

 

 

67.9

 

Total

 

$

1,266.7

 

$

75.0

 

$

486.2

 

$

1,661.2

 

$

(1,646.5

)

$

1,842.6

 

 


(1)          Forward loss charges taken since January 1, 2012 on blocks that have not closed.

 

(2)          Forward loss charges taken through December 31, 2011 were reflected within capitalized pre-production and inventory for the respective programs and are therefore not reflected as part of the Forward Loss Provision figure presented.  The cumulative forward loss charges, net of contract liabilities, reflected within capitalized pre-production and inventory were $3.0, $177.6 and $29.0 for the A350 XWB, G280 and Sikorsky programs, respectively.

 

(3)          Forward loss provision of $41.1 recorded on the fuselage portion of the B747 program in 2013 exceeded the total inventory balance.  The excess of charge over program inventory is classified as a contract liability and reported in other current liabilities.  The total contract liability was $8.8 and $3.9 as of April 3, 2014 and December 31, 2013, respectively.

 

(4)          Forward loss provision of $11.6 recorded in 2013 on the B767 program, of which $7.5 related to propulsion which exceeded the inventory balance for the propulsion portion of the program.  The excess of charge over program inventory is classified as a contract liability and reported in other current liabilities.    The total contract liability was $6.1 and $5.8 as of April 3, 2014 and December 31, 2013, respectively.

 

(5)          Forward loss provision of $240.9 recorded in 2013 exceeded the total inventory balance.  The excess of charge over program inventory is classified as a contract liability and reported in other current liabilities.  The total contract liability was $51.7 and $74.2 as of April 3, 2014 and December 31, 2013, respectively.

 

(6)          Forward loss provision of $151.0 recorded in 2012 exceeded the total inventory balance.  In 2013, a forward loss provision of $21.7 and a forward loss reduction of $8.4 were recorded.  The excess of the charge over program inventory is classified as a contract liability and reported in other current liabilities.  The total contract liability was $30.6 and $36.7 as of April 3, 2014 and December 31, 2013, respectively.

 

(7)          Includes over-applied and under-applied overhead.

 

The following is a roll forward of the capitalized pre-production costs included in the inventory balance at April 3, 2014:

 

11



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

Balance, December 31, 2013

 

$

486.2

 

Charges to costs and expenses

 

(23.2

)

Capitalized costs

 

0.2

 

Balance, April 3, 2014

 

$

463.2

 

 

The following is a roll forward of the deferred production costs included in the inventory balance at April 3, 2014:

 

Balance, December 31, 2013

 

$

1,661.2

 

Charges to costs and expenses

 

(89.9

)

Capitalized costs

 

185.5

 

Exchange rate

 

0.4

 

Balance, April 3, 2014

 

$

1,757.2

 

 

Significant amortization of capitalized pre-production and deferred production inventory will occur over the following contract blocks:

 

Model

 

Contract Block
Quantity

 

Orders (1)

 

B787

 

500

 

899

 

A350 XWB

 

400

 

812

 

G280

 

250

 

98

 

G650

 

350

 

159

 

Rolls-Royce

 

350

 

136

 

 


(1)          Orders are from the published firm-order backlogs of Airbus and Boeing.  For all other programs, orders represent purchase orders received from OEMs and are not reflective of OEM sales backlog.  Orders reported are total block orders, including delivered units.

 

12



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

Current block deliveries are as follows:

 

Model

 

Current Block
Deliveries

 

B787

 

195

 

A350 XWB

 

13

 

Business/Regional Jets

 

251

 

 

Contract block quantities are projected to fully absorb the balance of deferred production inventory.  Capitalized pre-production and deferred production inventories are at risk to the extent that the Company does not achieve the orders in the forecasted blocks or if future actual costs exceed current projected estimates, 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.

 

7.  Property, Plant and Equipment, net

 

Property, plant and equipment, net consists of the following:

 

 

 

April 3,
2014

 

December 31,
2013

 

Land

 

$

17.9

 

$

17.9

 

Buildings (including improvements)

 

568.5

 

566.0

 

Machinery and equipment

 

1,113.3

 

1,084.0

 

Tooling

 

807.2

 

801.6

 

Capitalized software

 

199.2

 

172.2

 

Construction-in-progress

 

105.1

 

130.2

 

Total

 

2,811.2

 

2,771.9

 

Less: accumulated depreciation

 

(1,010.4

)

(968.6

)

Property, plant and equipment, net

 

$

1,800.8

 

$

1,803.3

 

 

Interest costs associated with construction-in-progress are capitalized until the assets are completed and ready for use. Capitalized interest was $1.0 and $1.0 for the three months ended April 3, 2014 and March 28, 2013 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 $23.9 and $22.2 for the three months ended April 3, 2014 and March 28, 2013, respectively.

 

The Company capitalizes 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 $4.0 and $5.0 for the three months ended April 3, 2014 and March 28, 2013, respectively.

 

The Company 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.  The Company evaluated the long-lived assets at our locations and determined no impairment was necessary.

 

13



 

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:

 

 

 

April 3,
2014

 

December 31,
2013

 

Intangible assets

 

 

 

 

 

Patents

 

$

1.9

 

$

1.9

 

Favorable leasehold interests

 

6.3

 

6.3

 

Customer relationships

 

28.7

 

28.7

 

Total intangible assets

 

36.9

 

36.9

 

Less: Accumulated amortization - patents

 

(1.3

)

(1.3

)

Accumulated amortization - favorable leasehold interest

 

(3.2

)

(3.1

)

Accumulated amortization - customer relationships

 

(28.7

)

(27.8

)

Intangible assets, net

 

3.7

 

4.7

 

Deferred financing

 

 

 

 

 

Deferred financing costs

 

99.7

 

80.5

 

Less: Accumulated amortization - deferred financing costs (1)

 

(72.0

)

(56.3

)

Deferred financing costs, net

 

27.7

 

24.2

 

Other

 

 

 

 

 

Goodwill - Europe

 

3.0

 

3.0

 

Equity in net assets of affiliates

 

1.6

 

1.4

 

Customer supply agreement (2)

 

37.0

 

37.6

 

Other

 

48.5

 

36.2

 

Total

 

$

121.5

 

$

107.1

 

 


(1)          Includes charges related to debt extinguishment.

(2)          Under an agreement with our customer Airbus, certain payments accounted for as consideration given by the Company to Airbus are being amortized as a reduction to net revenues.

 

The Company recognized $1.0 and $1.1 of amortization expense of intangibles for the three months ended April 3, 2014 and March 28, 2013, 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, the Company received research and development milestone payments of $0.9 and $4.6 for the three months ended April 3, 2014 and March 28, 2013, respectively.  Revenue and cost associated with the performance of this research and development are included in program revenue and costs.  The Company expects to receive additional payments related to research and development on this program.

 

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

 

14



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

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.

 

On April 8, 2014, the Company signed a MOA with Boeing which suspends advance repayments related to the B787 program for a period of twelve months beginning April 1, 2014 which repayment will be made by offset against the purchase price for shipset 1,001 and beyond.

 

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:

 

 

 

April 3,
2014

 

December 31,
2013

 

B737

 

$

18.1

 

$

18.7

 

B787

 

578.8

 

600.2

 

A350 XWB

 

241.3

 

243.9

 

Airbus — All other platforms

 

5.8

 

7.3

 

Gulfstream

 

25.2

 

22.0

 

Other

 

17.6

 

21.0

 

Total advance payments and deferred revenue/credits

 

$

886.8

 

$

913.1

 

 

11. Government Grants

 

The Company received grants in the form of government funding for a portion of the site construction and other specific capital asset costs 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.

 

Deferred grant income liability, net consists of the following:

 

Balance, December 31, 2013

 

$

116.8

 

Grant liability amortized

 

(0.3

)

Grant income recognized

 

(1.7

)

Total asset value related to deferred grant income, April 3, 2014

 

$

114.8

 

 

The asset related to the deferred grant income consists of the following:

 

Balance, December 31, 2013

 

$

120.3

 

Amortization

 

(1.3

)

Exchange rate

 

0.1

 

Total asset value related to deferred grant income, April 3, 2014

 

$

119.1

 

 

15


 


 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

12.  Fair Value Measurements

 

FASB’s 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.

 

 

 

Fair Value Measurements

 

 

 

April 3, 2014

 

At April 3, 2014 using

 

Description

 

Total Carrying
Amount in
Balance Sheet

 

Assets
Measured at
Fair Value

 

Liabilities
Measured at Fair
Value

 

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

 

Significant

Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Money Market Fund

 

$

323.3

 

$

323.3

 

$

 

$

323.3

 

$

 

$

 

Interest Rate Swaps

 

$

(0.8

)

$

 

$

(0.8

)

$

 

$

(0.8

)

$

 

Marketable Securities

 

$

0.3

 

$

0.3

 

$

 

$

0.3

 

$

 

$

 

 

 

 

Fair Value Measurements

 

 

 

December 31, 2013

 

At December 31, 2013 using

 

Description

 

Total Carrying
Amount in
Balance Sheet

 

Assets
Measured at
Fair Value

 

Liabilities
Measured at Fair
Value

 

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Money Market Fund

 

$

293.3

 

$

293.3

 

$

 

$

293.3

 

$

 

$

 

Interest Rate Swaps

 

$

(1.4

)

$

 

$

(1.4

)

$

 

$

(1.4

)

$

 

 

The fair value of the interest rate swaps 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 Company’s long-term debt includes 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:

 

16



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

 

 

April 3, 2014

 

December 31, 2013

 

 

 

Carrying
Amount

 

Fair
Value

 

Carrying
Amount

 

Fair
Value

 

Senior secured term loan (including current portion)

 

$

538.5

 

$

537.5

(1)

$

538.2

 

$

541.9

(1)

Senior unsecured notes due 2017

 

72.0

 

74.5

(1)

296.4

 

309.0

(1)

Senior unsecured notes due 2020

 

300.0

 

323.3

(1)

300.0

 

323.4

(1)

Senior unsecured notes due 2022

 

299.4

 

302.2

(1)

 

(1)

Malaysian loan

 

9.2

 

7.8

(2)

10.0

 

8.5

(2)

Total

 

$

1,219.1

 

$

1,245.3

 

$

1,144.6

 

$

1,182.8

 

 


(1)          Level 1 Fair Value hierarchy

 

(2)          Level 2 Fair Value hierarchy

 

See Note 14, Investments for fair value disclosure on government and corporate debt securities and marketable securities.

 

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.  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 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. Any gains or losses on hedges are included in earnings when the underlying transaction that was hedged occurs.

 

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 April 3, 2014 and believes it has obtained the most accurate information available for the types of derivative contracts it holds.

 

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.  Amounts in other comprehensive income for interest rate swaps as of April 18, 2012 have been included in earnings.

 

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.

 

All assets of the Company are pledged as collateral for both the term loan and the revolving credit facility under the Company’s senior secured credit facility (see Note 15, Debt).

 

Interest Rate Swaps

 

The Company enters into floating-to-fixed interest rate swap agreements periodically. As of April 3, 2014, the Company had one outstanding interest rate swap agreement which had a notional amount of $225.0.

 

 

 

 

 

 

 

 

 

Effective

 

Fair Value,

 

Notional Amount

 

Expires

 

Variable Rate

 

Fixed Rate  (1)

 

Fixed Rate (2)

 

April 3, 2014

 

$

225.0

 

July 2014

 

1 Month LIBOR

 

1.37

%

N/A

 

$

(0.8

)

 


(1)          The fixed rate represents the rate at which interest is paid by the Company pursuant to the terms of its interest rate swap agreement.

 

17



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

(2)          As of April 3, 2014, the interest rate swap is no longer effective and therefore the effective fixed rate is not applicable.

 

The interest rate swap settles on a monthly basis when interest payments are made. These settlements occur through the maturity date. The fair value of the interest rate swaps was a liability (unrealized loss) of $(0.8) at April 3, 2014 and $(1.4) at December 31, 2013.

 

The following table summarizes the Company’s fair value of outstanding derivatives at April 3, 2014 and December 31, 2013:

 

 

 

Other Liability Derivatives

 

 

 

April 3, 2014

 

December 31, 2013

 

Derivatives designated as hedging instruments

 

 

 

 

 

Interest rate swaps

 

 

 

 

 

Current

 

$

0.8

 

$

1.4

 

Total derivatives designated as hedging instruments

 

0.8

 

1.4

 

Total derivatives

 

$

0.8

 

$

1.4

 

 

The impact on earnings from interest rate swaps that are no longer effective was a loss of $(0.1) and $(1.1) for the three months ended April 3, 2014 and March 28, 2013, respectively.

 

14.  Investments

 

The Company’s investment securities consist of $3.5 in government and corporate debt securities and $0.3 of available-for-sale instruments. All of our available-for-sale securities are level 1 for purposes of fair value measurement. Unrealized gains and losses, net of tax, on available-for-sale securities are recorded in accumulated other comprehensive income (AOCI).

 

The amortized cost and approximate fair value of available-for-sale securities are as follows:

 

 

 

April 3, 2014

 

December 31, 2013

 

 

 

Current

 

Noncurrent

 

Current

 

Noncurrent

 

Marketable Securities

 

 

 

 

 

 

 

 

 

Cost

 

$

0.3

 

$

 

$

 

$

 

Unrealized gains

 

 

 

 

 

Unrealized losses

 

 

 

 

 

Fair Value

 

$

0.3

 

$

 

$

 

$

 

 

The amortized cost and approximate fair value of held-to-maturity securities are as follows:

 

 

 

April 3, 2014

 

December 31, 2013

 

 

 

Current

 

Noncurrent

 

Current

 

Noncurrent

 

Government and Corporate Debt Securities

 

 

 

 

 

 

 

 

 

Amortized cost

 

$

0.6

 

$

2.9

 

$

0.5

 

$

3.1

 

Unrealized gains

 

 

0.1

 

 

0.1

 

Unrealized losses

 

 

(0.1

)

 

(0.1

)

Fair value

 

$

0.6

 

$

2.9

 

$

0.5

 

$

3.1

 

 

18



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

Maturities of held-to-maturity securities at April 3, 2014 are as follows:

 

 

 

Amortized
Cost

 

Approximate
Fair Value

 

Within One Year

 

$

0.6

 

$

0.6

 

One to Five Years

 

1.0

 

1.0

 

Five to Ten Years

 

 

 

After Ten Years

 

1.9

 

1.9

 

Total

 

$

3.5

 

$

3.5

 

 

At April 3, 2014 and December 31, 2013, the fair value of certain held-to-maturity investments in debt and marketable securities are less than their historical cost. Total fair value of these investments was $1.3 and $1.8, respectively, for the periods then ended, which is approximately 38% and 51%, respectively, of the Company’s 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 in which the permanent impairment is identified.

 

15.  Debt

 

Total debt shown on the balance sheet is comprised of the following:

 

 

 

April 3, 2014

 

December 31, 2013

 

 

 

Current

 

Noncurrent

 

Current

 

Noncurrent

 

Senior secured term loan

 

$

5.5

 

$

533.0

 

$

5.5

 

$

532.7

 

Senior notes due 2017

 

72.0

 

 

 

296.4

 

Senior notes due 2020

 

 

300.0

 

 

300.0

 

Senior notes due 2022

 

 

299.4

 

 

 

Malaysian term loan

 

3.0

 

6.2

 

3.0

 

7.0

 

Present value of capital lease obligations

 

1.0

 

14.0

 

1.1

 

14.2

 

Other

 

0.1

 

0.2

 

7.2

 

0.2

 

Total

 

$

81.6

 

$

1,152.8

 

$

16.8

 

$

1,150.5

 

 

Senior Secured Credit Facilities

 

On March 18, 2014, the Company entered into Amendment No. 3 to its senior secured Credit Agreement, dated as of April 18, 2012, as amended by Amendment No. 1, dated as of October 26, 2012 and Amendment No. 2, dated as of August 2, 2013 (the “Credit Agreement”). The amendment provides for a new $540.4 senior secured term loan B with a maturity date of September 15, 2020, which replaces the $540.4 term loan B that was scheduled to mature on April 18, 2019. The new term loan bears interest, at Spirit’s option, at LIBOR plus 2.50% with a LIBOR floor of 0.75% or base rate plus 1.50%.  The amendment also provides that (i) any failure to comply with the financial covenants will not constitute an event of default with respect to the new term loan, however the financial covenants continue to apply to the revolving credit facility under the Credit Agreement and the administrative agent or the requisite number of lenders (the “Requisite Revolving Lenders”) may accelerate the obligations under the revolving credit facility and (ii) the financial covenants may be amended or waived by the Requisite Revolving Lenders. Substantially all of Spirit’s assets, including inventory and property, plant and equipment, continue to be pledged as collateral for both the term loan, as replaced, and the revolving credit facility. As of April 3, 2014, the outstanding balance of the term loan was $539.0 and the

 

19



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

carrying amount of the term loan was $538.5. As a result of extinguishment of the old term loan, the Company recognized a loss on extinguishment of debt of $4.6 and incurred third party fees of $0.3. Of this total charge of $4.9 related to extinguishment of the old term loan, $3.3 is reflected within amortization of deferred financing fees and $1.6 is reflected within amortization expense on the Condensed Consolidated Statement of Cash Flows for the three months ended April 3, 2014.

 

Senior Notes

 

On September 30, 2009, the Company issued $300.0 aggregate 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 Spirit’s existing and future domestic subsidiaries that guarantee Spirit’s obligations under Spirit’s senior secured credit facility.

 

On November 18, 2010, the Company 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 Spirit’s existing and future domestic subsidiaries that guarantee Spirit’s obligations under Spirit’s senior secured credit facility.  The carrying value of the 2020 Notes was $300.0 as of April 3, 2014.

 

On March 4, 2014, the Company commenced a cash tender offer to purchase any and all of the $300.0 outstanding principal amount of its 2017 Notes and a consent solicitation to amend the indenture governing the 2017 Notes (the “2017 Notes Indenture”) and eliminate substantially all of the restrictive covenants and certain default provisions applicable to the 2017 Notes (the “Tender Offer”). Holders of 2017 Notes who validly tendered their 2017 Notes prior to March 17, 2014 received, in whole dollars, total consideration of $1,041.25 per $1,000 principal amount, which included a consent payment of $30.00 per $1,000 principal amount. Tender and consent fees related to the early extinguishment of debt was $9.4, which is included within debt issuance cost on the Condensed Consolidated Statement of Cash Flows for the three months ended April 3, 2014.

 

As a result of the extinguishment of the 2017 Notes, the Company recognized a loss on extinguishment of bonds of $11.6 and incurred third party fees of $1.1. Of this total charge of $12.7 related to extinguishment of the 2017 Notes, $10.7 is reflected within amortization of deferred financing fees and $2.0 is reflected within amortization expense on the Condensed Consolidated Statement of Cash Flows for the three months ended April 3, 2014.

 

On March 17, 2014, Spirit entered into a supplemental indenture to effect the proposed amendment to the 2017 Notes Indenture, which became operative on March 18, 2014 when Spirit accepted for purchase $227.2 aggregate of the 2017 Notes that were tendered prior to March 17, 2014 for an aggregate purchase price of $244.4 inclusive of accrued and unpaid interest on the purchased 2017 Notes as of March 18, 2014. The supplemental indenture is binding on the 2017 Notes not purchased in the Tender Offer. The Tender Offer expired on March 31, 2014.

 

On March 18, 2014, in order to fund the Tender Offer or otherwise acquire, redeem or repurchase the 2017 Notes, the Company issued the $300.0 aggregate principal amount of 5.25% Senior Notes due March 15, 2022 (the “2022 Notes”) with interest payable, in cash in arrears, on March 15 and September 15 of each year, beginning September 15, 2014. The 2022 Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Company and its existing and future domestic subsidiaries that guarantee Spirit’s obligations under its amended senior secured credit facility. The carrying value of the 2022 Notes was $299.4 as of April 3, 2014.

 

The indenture governing the 2022 Notes (the “2022 Notes Indenture”) contains covenants that limit Spirit’s, the Company’s and certain of Spirit’s subsidiaries’ ability, subject to certain exceptions and qualifications, to (i) incur additional debt, (ii) pay dividends, redeem stock or make other distributions, (iii) make other restricted payments and investments, (iv) create liens without granting equal and ratable liens to the holders of the 2022 Notes, (v) enter into sale and leaseback transactions, (vi) merge, consolidate or transfer or dispose of substantially all of their assets, and (vii) enter into certain types of transactions with affiliates. These covenants are subject to a number of qualifications and limitations. In addition, the 2022 Notes Indenture limits Spirit’s, the Company’s and the guarantor subsidiaries’ ability to engage in businesses other than businesses in which such companies are engaged on the date of issuance of the 2022 Notes and related businesses.

 

In addition, the 2022 Notes Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among other things: failure to make payments on the 2022 Notes when due, failure to comply with covenants under the 2022 Notes Indenture, failure to pay certain other indebtedness or acceleration of maturity of

 

20



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

certain other indebtedness, failure to satisfy or discharge certain final judgments and occurrence of certain bankruptcy events. If an event of default occurs, the trustee or holders of at least 25% of the aggregate principal amount of the then outstanding 2022 Notes may, among other things, declare the entire outstanding balance of principal of and interest on all outstanding Notes to be immediately due and payable. If an event of default involving certain bankruptcy events occurs, payment of principal of and interest on the 2022 Notes will be accelerated without the necessity of notice or any other action on the part of any person.

 

On April 1, 2014, Spirit notified the trustee for the 2017 Notes of its election to call for redemption on May 1, 2014 the $72.8 aggregate of 2017 Notes outstanding following the expiration of the Tender Offer and instructed the trustee to provide notice of such redemption to the holders of the 2017 Notes. The 2017 Notes will be redeemed at a redemption price equal to 103.75% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date. Following the redemption, none of the 2017 Notes will remain outstanding. The carrying value of the 2017 Notes was $72.0 as of April 3, 2014.

 

Malaysian Facility Agreement

 

On June 2, 2008, the Company’s 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 RM3.3 (approximately USD $1.0 equivalent) 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 April 3, 2014 was $9.2.

 

French Factory Capital Lease Agreement

 

On July 17, 2009, the Company’s 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 our aerospace-related component assembly plant in Saint-Nazaire, France.  Lease payments under the capital lease agreement are variable, subject to the three-month Euribor rate plus 2.20%. Lease payments are due quarterly through April 2025. As of April 3, 2014, the Saint-Nazaire capital lease balance was $10.5.

 

Nashville Design Center Capital Lease Agreement

 

On September 21, 2012, the Company entered into a capital lease agreement for $2.6 for a portion of an office building in Nashville, Tennessee to be used for design of aerospace components.  Lease payments under the capital lease agreement are due monthly, and are subject to yearly rate increases until the end of the lease term of 124 months.  As of April 3, 2014, the Nashville Design Center capital lease balance was $2.4.

 

16. Pension and Other Post-Retirement Benefits

 

 

 

Defined Benefit Plans

 

 

 

For the Three
 Months Ended

 

Components of Net Periodic Pension
Income

 

April 3,
 2014

 

March 28,
 2013

 

Service cost

 

$

 

$

1.9

 

Interest cost

 

12.9

 

11.7

 

Expected return on plan assets

 

(22.3

)

(21.3

)

Amortization of net loss

 

 

3.1

 

Net periodic pension income

 

$

(9.4

)

$

(4.6

)

 

21



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

 

 

Other Benefits

 

 

 

For the Three
Months Ended

 

Components of Other Benefit Expense

 

April 3,
 2014

 

March 28,
 2013

 

Service cost

 

$

0.7

 

$

0.7

 

Interest cost

 

0.7

 

0.6

 

Net periodic other benefit expense

 

$

1.4

 

$

1.3

 

 

Employer Contributions

 

The Company expects to contribute zero dollars to the U.S. qualified pension plan and a combined total of approximately $2.9 for the Supplemental Executive Retirement Plan (SERP) and post-retirement medical plans in 2014.  Effective December 31, 2013, the BAE Aerostructures pension plan benefits were frozen due to an amendment which closed the plan.  Our projected contributions to the U.K. pension plan for 2014 are $1.3, of which $0.3 was contributed by the end of the first quarter of 2014.  The Company anticipates contributing the additional $1.0 to the U.K. pension plan during the remainder of 2014.  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 April 3, 2014, Holdings recognized a net total of $3.7 of stock compensation expense, which is net of stock forfeitures, as compared to $3.7 of stock compensation expense, net of forfeitures, for the three months ended March 28, 2013.  The entire $3.7 of stock compensation expense recorded for the three months ended April 3, 2014 was recorded as selling, general and administrative expense in accordance with FASB authoritative guidance. That amount includes zero accelerated vesting expense for participants meeting the conditions for “Qualifying Retirement” under the Short-Term Incentive Plan or “STIP.” The entire $3.7 of stock compensation expense recorded for the three months ended March 28, 2013 was recorded as selling, general and administrative expense, which includes $0.4 accelerated vesting expense for participants meeting the conditions for “Qualifying Retirement” under the Short-Term Incentive Plan or “STIP.”

 

During the quarter ended April 3, 2014, 62,080 shares of Class A common stock awarded under the STIP with an aggregate grant date fair value of $1.0 vested. In the first quarter of 2014, the Company made the determination to pay its short-term incentive awards, which are based on the Company’s performance, fully in cash.

 

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 liability at April 3, 2014 and December 31, 2013 were $(16.0) and $(15.8), respectively. This increase is primarily due to changes in the value of North Carolina tax losses carried forward and capital allowances taken into taxable income in the United Kingdom (U.K.), netted with a reduction to the Malaysia deferred tax liability as a result of securing the tax holiday.

 

The Company files income tax returns in all jurisdictions in which it operates. The Company establishes reserves to provide for additional income taxes that may be due upon audit. These reserves are established based on management’s assessment as to the potential exposure attributable to permanent tax adjustments and associated interest.  All tax reserves are analyzed quarterly and adjustments made as events occur that warrant modification.

 

In general, the Company records income tax expense each quarter based on its best estimate as to the full year’s 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 may include finalizing amounts in income tax returns filed, finalizing audit examinations for open tax years, expiration of statutes of limitations and changes in tax law.

 

22



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

However, the Company has determined that a calculation of an annual effective tax rate would not represent a reliable estimate for its U.S. operations due to historical differences between forecasted and actual U.S. pre-tax earnings and the effect of the Company’s U.S. deferred tax valuation allowance, which create results with significant variations in the customary relationship between income tax expense and pre-tax income for the interim periods. Under the discrete method, the Company determines 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.

 

A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. When determining the amount of net deferred tax assets that are more likely than not to be realized, management assesses all available positive and negative evidence. This evidence includes, but is not limited to, prior earnings history, expected future earnings, carry-back and carry-forward periods and the feasibility of ongoing tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. The weight given to the positive and negative evidence is commensurate with the extent the evidence may be objectively verified.  As such, it is generally difficult for positive evidence regarding projected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reporting losses.

 

Based on these criteria and the relative weighting of both the positive and negative evidence available, and in particular the activity surrounding the Company’s prior earnings history including the forward losses previously recognized in the U.S., management determined that it was necessary to continue to maintain a valuation allowance against nearly all of its net U.S. deferred tax assets as of April 3, 2014. At each reporting date, management considers all available positive and negative evidence, both new and historical, that could impact the future realization of deferred tax assets. Management will consider a release of the valuation allowance once there is sufficient positive evidence that it is more likely than not that the deferred tax assets will be realized, or when it is clearly demonstrated that the underlying deferred tax asset has been realized due to positive taxable income in the period the temporary difference was reversed. Any release of the valuation allowance will be recorded as a tax benefit increasing net income or other comprehensive income.

 

The net valuation allowance was decreased by $31.5 for the three months ended April 3, 2014. The adjustment is related to the realization of certain deferred tax assets within the Company’s discrete method taxable income calculation for the period ending April 3, 2014 and recording an additional valuation allowance against certain state income tax credits.  To the extent that the Company generates positive taxable income and expects, with reasonable certainty, to continue to generate positive income the Company may release additional valuation allowance in future periods. This release would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period such release is recorded. The release of all or a portion of the valuation allowance will have a significant effect on our tax expense in the period it is released.

 

The Company will continue to operate under a tax holiday in Malaysia effective through September 2024. During the first quarter, the Company received formal approval of the tax holiday from the Malaysian tax authorities, with conditional renewals once every five years beginning in September 2014.  As a result of this approval, the Company released $12.2 of tax reserves and $0.7 of deferred tax liabilities into earnings during the quarter.

 

Our income tax expense for 2014 does not reflect any benefit of the U.S. Federal Research Tax Credit attributable to 2014 as the legislation has not been extended beyond December 2013. Should the legislation be extended during the year, the Company may record additional tax benefits for 2014 Research Tax Credit.

 

The 4.3% effective tax rate for the three months ended April 3, 2014 differs from the 30.5% effective tax rate for the same period in 2013 primarily due to the U.S. net deferred tax asset valuation allowance decrease and the Malaysia tax reserve release in 2014 and the inclusion of 2012 and 2013 U.S. Federal Research Tax Credit in 2013.

 

The Company is participating in the Internal Revenue Service’s Compliance Assurance Process (“CAP”) program for our 2013 tax year.  Additionally, we have been selected for the Compliance Maintenance phase of the CAP program for the 2014 tax year.  The CAP program’s 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 2009-2011 U.K. income tax returns.  The Directorate General of Public Finance is currently examining our 2011 and 2012 France income tax returns.  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.

 

23



 

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 income per share is computed using the weighted-average number of outstanding shares of common stock during the measurement period. Diluted net 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 Company’s 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 Company’s 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 Company’s 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

 

 

 

April 3, 2014

 

March 28, 2013

 

 

 

Income

 

Shares

 

Per Share
Amount

 

Income

 

Shares

 

Per Share
Amount

 

Basic EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common shareholders

 

$

152.4

 

141.6

 

$

1.08

 

$

80.4

 

141.0

 

$

0.57

 

Income allocated to participating securities

 

1.2

 

1.1

 

 

 

0.8

 

1.4

 

 

 

Net income

 

$

153.6

 

 

 

 

 

$

81.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted potential common shares

 

 

 

1.0

 

 

 

 

 

0.7

 

 

 

Diluted EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

153.6

 

143.7

 

$

1.07

 

$

81.2

 

143.1

 

$

0.57

 

 

The balance of outstanding common shares presented in the condensed consolidated balance sheets was 144.7 million and 143.7 million at April 3, 2014 and March 28, 2013, respectively. Included in the outstanding common shares were 3.0 million and 2.6 million of issued but unvested shares at April 3, 2014 and March 28, 2013, respectively, which are excluded from the basic EPS calculation.

 

Accumulated Other Comprehensive Loss

 

Accumulated Other Comprehensive Loss is summarized by component as follows:

 

 

 

For the Three Months Ended

 

For the Twelve Months Ended

 

 

 

April 3, 2014

 

December 31, 2013

 

Pension

 

$

(52.8

)

$

(52.7

)

SERP/Retiree medical

 

3.1

 

3.1

 

Foreign currency impact on long term intercompany loan

 

(2.4

)

(2.2

)

Currency translation adjustment

 

(2.3

)

(2.8

)

Total accumulated other comprehensive (loss)

 

$

(54.4

)

$

(54.6

)

 

24



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

Noncontrolling Interest

 

The balance of noncontrolling interest presented in the consolidated balance sheet was $0.5 and $1.8 at April 3, 2014 and March 28, 2013, respectively.  Noncontrolling interest reported in 2013 includes Spirit’s interest in a joint venture named Spirit-Progresstech LLC, Spirit sold its interest in that joint venture on December 19, 2013.

 

20.  Related Party Transactions

 

The Company paid $0.1 and less than $0.1 to a subsidiary of Onex for services rendered for the three month periods ended April 3, 2014 and March 28, 2013, respectively.  Management believes the amounts charged were reasonable in relation to the services provided.

 

A former director and 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 $0.1 and less than $0.1 for the three month periods ended April 3, 2014 and March 28, 2013, respectively.  The amounts owed to Rockwell Collins and recorded as accrued liabilities were less than $0.1 as of April 3, 2014 and March 28, 2013.

 

A former director and 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.

 

21.  Commitments, Contingencies and Guarantees

 

Litigation

 

From time to time the Company is subject to, and is 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 Company’s financial position or liquidity. Consistent with the requirements of authoritative guidance on accounting for contingencies, the Company had an accrual of less than $1.0 related to the following litigation matters as of April 3, 2014 and December 31, 2013. However, an unexpected adverse resolution of one or more of these items could have a material adverse effect on the results of operations and cash flows in a particular quarter or fiscal year.

 

From time to time, in the ordinary course of business and similar to 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 federal grand jury sitting in Topeka, Kansas issued subpoenas regarding the vapor degreasing equipment at our Wichita, Kansas facility. The government’s 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. The Company responded to the subpoena and provided additional information to the government as requested. On March 25, 2008, the U.S. Attorney’s Office informed the Company that it was closing its criminal file on the investigation. The Company understands that a civil investigation into this matter may be ongoing but the Company has not been contacted about this matter since the closing of the criminal investigation. Management believes the resolution of this matter will not materially affect the Company’s 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 included 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

 

25


 


 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

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 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 were many claims in the suit, the plaintiffs’ claims against the Spirit entities, asserted under various theories, were (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 individuals as a result of their separation from Boeing, thereby decreasing their benefits. The plaintiffs initially sought a declaration that they were 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. On June 20, 2013, the district court entered an order dismissing all claims against the Spirit entities with prejudice.  Plaintiffs’ claims against Boeing entities 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 Boeing’s position on indemnity. Management believes the resolution of this matter will not materially affect the Company’s 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 arbitrator’s Supplemental Award. Boeing appealed the District Court’s decision to the U.S. Seventh Circuit Court of Appeals, which affirmed the District Court’s 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 Boeing’s position on indemnity. Management believes the resolution of this matter will not materially affect the Company’s 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. Spirit’s 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. Spirit’s lawsuit seeks damages, including damages related to these efforts, under various theories, including breach of contract and breach of implied warranty.

 

On June 3, 2013, a putative class action lawsuit was commenced against the Company, Jeffrey L. Turner, and Philip D. Anderson in the U.S. District Court for the District of Kansas.  The court-appointed lead plaintiffs - two pension funds that claim to represent a class of investors in the Company’s stock - filed an amended complaint on April 7, 2014, naming as additional defendants Vice President of the B787 Program Terry J. George and former Senior Vice President of Oklahoma Operations Alexander K.  Kummant.  The amended complaint alleges that defendants engaged in a scheme to artificially inflate the market price of the Company’s stock by making false statements and omissions about certain programs’ performance and costs.  It contends that the alleged scheme was revealed by the Company’s accrual of $590.0 in forward loss charges on October 25, 2012.  The lead plaintiffs seek certification of a class of all persons other than defendants who purchased Holdings securities between May 5, 2011 and October 24, 2012, and seek an unspecified amount of damages on behalf of the putative class. The Company intends to vigorously defend against these allegations, and management believes the resolution of this matter will not materially affect the Company’s financial position, results of operations, or liquidity.

 

26



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

In August 2013, the Company instituted a demand for arbitration against Gulfstream Aerospace Corporation.  Spirit seeks damages from Gulfstream for its incomplete payments to Spirit for the wings Spirit manufactures for the G650 airplane, as well as other damages and relief.  Gulfstream counterclaimed against Spirit in the arbitration, seeking liquidated damages for delayed deliveries of wings, as well as other damages and relief.  The parties have selected arbitrators, and currently expect the arbitration hearing will take place in the first quarter of 2015.  The Company intends to vigorously prosecute and defend the claims in arbitration.  Management believes the resolution of this matter will not materially affect the Company’s financial position, results of operations or liquidity.

 

SEC Matters

 

In October 2012, Spirit was advised by the Staff of the Securities and Exchange Commission that they are conducting an inquiry that the Company believes to be focused on the timing of forward losses recognized in the third quarter of 2012. The Company is fully cooperating with the inquiry. The Company cannot predict or determine whether any proceeding may be instituted as a result of the inquiry or the outcome of any proceeding that may be instituted.

 

Guarantees

 

Contingent liabilities in the form of letters of credit, letters of guarantee and performance bonds have been provided by the Company.  As of both April 3, 2014 and December 31, 2013, outstanding letters of credit were $19.9. Outstanding guarantees were $23.9 and $24.8 at April 3, 2014 and December 31, 2013, 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 individual’s service as the Company’s 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.

 

The following is a roll forward of the service warranty and extraordinary rework balance at April 3, 2014:

 

Balance, December 31, 2013

 

$

68.7

 

Charges to costs and expenses

 

11.1

 

Balance, April 3, 2014

 

$

79.8

 

 

27



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

22.  Other Income (Expense), Net

 

Other income (expense), net is summarized as follows:

 

 

 

For the Three Months Ended

 

 

 

April 3,
 2014

 

March 28,
 2013

 

KDFA bond

 

$

1.0

 

$

0.9

 

Rental and miscellaneous income

 

 

0.1

 

Foreign currency gains (loss)

 

0.2

 

(10.9

)

Total

 

$

1.2

 

$

(9.9

)

 

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 entity’s 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 94% of the Company’s net revenues for the three months ended April 3, 2014 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 Company’s primary profitability measure to review a segment’s operating performance is segment operating income before corporate selling, general and administrative expenses, impact of severe weather event, research and development and unallocated cost of sales.

 

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 net profit margins.  Corporate selling, general and administrative expenses also includes the  remaining incremental costs associated with property repairs, clean up and recovery costs related to the severe weather event at the Company’s Wichita facility. 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 warranty, early retirement, and other incentives.  All of these items are not specifically related to our operating segments and are not utilized in measuring the operating segments’ profitability and performance.

 

The Company’s 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 Company’s 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.

 

The Company’s 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 Company’s facilities in Tulsa and McAlester, Oklahoma; Kinston, North Carolina; Prestwick, Scotland; and Subang, Malaysia.

 

The Company’s segments are consistent with the organization and responsibilities of management reporting to the chief operating decision-maker for the purpose of assessing performance. The Company’s definition of segment operating income differs from net profit margin as presented in its primary financial statements and a reconciliation of the segment and consolidated results is provided in the table set forth below.

 

28



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

While some working capital accounts are maintained on a segment basis, much of the Company’s 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 Company’s 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.

 

The following table shows segment revenues and operating income for the three months ended April 3, 2014 and March 28, 2013:

 

 

 

Three Months Ended

 

 

 

April 3,
 2014

 

March 28,
 2013

 

Segment Revenues

 

 

 

 

 

Fuselage Systems

 

$

858.3

 

$

717.9

 

Propulsion Systems

 

450.2

 

375.3

 

Wing Systems

 

414.2

 

343.3

 

All Other

 

5.8

 

5.7

 

 

 

$

1,728.5

 

$

1,442.2

 

Segment Operating Income

 

 

 

 

 

Fuselage Systems (1)

 

$

142.0

 

$

126.4

 

Propulsion Systems (2)

 

80.2

 

68.4

 

Wing Systems (3)

 

50.0

 

20.5

 

All Other

 

0.1

 

1.6

 

 

 

272.3

 

216.9

 

Corporate SG&A (4)

 

(60.5

)

(44.3

)

Impact from severe weather event

 

 

(8.8

)

Research and development (5)

 

(6.3

)

(7.5

)

Unallocated cost of sales (6)

 

(11.1

)

(11.8

)

Total operating income

 

$

194.4

 

$

144.5

 

 


(1)          For 2014, net of $0.9 forward loss charge recorded on the Bell V280 helicopter program.  Also includes favorable cumulative catch-up adjustments of $9.0 and $11.0 for the three months ended April 3, 2014 and March 28, 2013, respectively.

 

(2)          Includes favorable cumulative catch-up adjustments of $4.8 and $9.7 for the three months ended April 3, 2014 and March 28, 2013, respectively.

 

(3)          For 2014, net of $0.3 forward loss charge recorded on the G280 wing program.  For 2013, net of $15.3 forward loss charge recorded for the B787 wing program.  Also includes favorable cumulative catch-up adjustments of $2.8 for the three months ended April 3, 2014 and unfavorable cumulative catch-up adjustments of $0.4 for the three months ended March 28, 2013.

 

(4)          For 2013, corporate SG&A of $2.3, $1.2 and $1.2 was reclassified from segment operating income for the Fuselage, Propulsion and Wing Systems, respectively, to conform to current year presentation.

 

(5)          For 2013, research and development of $2.7, $1.9 and $1.1 was reclassified from segment operating income Fuselage, Propulsion and Wing Systems, respectively, to conform to current year presentation.

 

29



 

Spirit AeroSystems Holdings, Inc.

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

($, €, £, and RM in millions other than per share amounts)

 

(6)          Includes $11.1 of warranty reserve for 2014.  For 2013, includes $10.0 of warranty reserve and $1.8 related to early retirement incentives.

 

24.  Condensed Consolidating Financial Information

 

The 2017 Notes and the 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 Company’s 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 Company’s subsidiaries and (c) record consolidating entries; and

 

(vi)       Holdings and its subsidiaries on a consolidated basis.

 

30



 

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 April 3, 2014

 

 

 

Holdings

 

Spirit

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Total

 

Net revenues

 

$

 

$

1,613.6

 

$

87.0

 

$

205.8

 

$

(177.9

)

$

1,728.5

 

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

1,377.8

 

84.9

 

182.5

 

(177.9

)

1,467.3

 

Selling, general and administrative

 

1.5

 

53.9

 

0.6

 

4.5

 

 

60.5

 

Research and development

 

 

5.7

 

 

0.6

 

 

6.3

 

Total operating costs and expenses

 

1.5

 

1,437.4

 

85.5

 

187.6

 

(177.9

)

1,534.1

 

Operating (loss) income

 

(1.5

)

176.2

 

1.5

 

18.2

 

 

194.4

 

Interest expense and financing fee amortization

 

 

(35.2

)

 

(2.8

)

2.6

 

(35.4

)

Interest income

 

 

2.6

 

 

0.1

 

(2.6

)

0.1

 

Other income, net

 

 

0.9

 

 

0.3

 

 

1.2

 

(Loss) income before income taxes and equity in net (loss) income of affiliates and subsidiaries

 

(1.5

)

144.5

 

1.5

 

15.8

 

 

160.3

 

Income tax benefit (provision) benefit

 

(0.1

)

(16.6

)

(0.5

)

10.3

 

 

(6.9

)

(Loss) income before equity in net (loss) income of affiliates and subsidiaries

 

(1.6

)

127.9

 

1.0

 

26.1

 

 

153.4

 

Equity in net (loss) income of affiliates

 

0.2

 

 

 

0.2

 

(0.2

)

0.2

 

Equity in net (loss) income of subsidiaries

 

155.0

 

27.0

 

 

 

(182.0

)

 

Net (loss) income

 

153.6

 

154.9

 

1.0

 

26.3

 

(182.2

)

153.6

 

Other comprehensive (loss) income

 

0.2

 

 

 

0.2

 

(0.2

)

0.2

 

Comprehensive (loss) income

 

$

153.8

 

$

154.9

 

$

1.0

 

$

26.5

 

$

(182.4

)

$

153.8

 

 

31



 

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 March 28, 2013

 

 

 

Holdings

 

Spirit

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Total

 

Net revenues

 

$

 

$

1,312.1

 

$

48.5

 

$

165.7

 

$

(84.1

)

$

1,442.2

 

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

1,125.8

 

45.2

 

150.2

 

(84.1

)

1,237.1

 

Selling, general and administrative

 

1.0

 

37.5

 

0.9

 

4.9

 

 

44.3

 

Impact from severe weather event

 

 

8.8

 

 

 

 

8.8

 

Research and development

 

 

7.0

 

 

0.5

 

 

7.5

 

Total operating costs and expenses

 

1.0

 

1,179.1

 

46.1

 

155.6

 

(84.1

)

1,297.7

 

Operating (loss) income

 

(1.0

)

133.0

 

2.4

 

10.1

 

 

144.5

 

Interest expense and financing fee amortization

 

 

(17.4

)

 

(2.6

)

2.4

 

(17.6

)

Interest income

 

 

2.5

 

 

 

(2.4

)

0.1

 

Other income (expense), net

 

 

0.8

 

0.1

 

(10.8

)

 

(9.9

)

(Loss) income before income taxes and equity in net (loss) income of affiliates and subsidiaries

 

(1.0

)

118.9

 

2.5

 

(3.3

)

 

117.1

 

Income tax benefit (provision)

 

 

(35.1

)

(1.0

)

0.4

 

 

(35.7

)

(Loss) income before equity in net (loss) income of affiliates and subsidiaries

 

(1.0

)

83.8

 

1.5

 

(2.9

)

 

81.4

 

Equity in net (loss) income of affiliates

 

(0.2

)

 

 

(0.2

)

0.2

 

(0.2

)

Equity in net (loss) income of subsidiaries

 

82.4

 

(1.4

)

 

 

(81.0

)

 

Net (loss) income

 

81.2

 

82.4

 

1.5

 

(3.1

)

(80.8

)

81.2

 

Other comprehensive (loss) income

 

(13.5

)

0.2

 

 

(13.7

)

13.5

 

(13.5

)

Comprehensive (loss) income

 

$

67.7

 

$

82.6

 

$

1.5

 

$

(16.8

)

$

(67.3

)

$

67.7

 

 

32



 

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

April 3, 2014

 

 

 

Holdings

 

Spirit

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Total

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

$

355.8

 

$

 

$

26.3

 

$

 

$

382.1

 

Short-term investments

 

 

0.3

 

 

 

 

0.3

 

Restricted cash

 

 

72.8

 

 

 

 

72.8

 

Accounts receivable, net

 

 

860.4

 

25.1

 

227.9

 

(366.9

)

746.5

 

Inventory, net

 

 

1,321.4

 

229.8

 

317.7

 

 

1,868.9

 

Deferred tax asset - current

 

 

23.2

 

 

1.0

 

 

24.2

 

Other current assets

 

 

20.4

 

 

2.2

 

 

22.6

 

Total current assets

 

 

2,654.3

 

254.9

 

575.1

 

(366.9

)

3,117.4

 

Property, plant and equipment, net

 

 

1,306.8

 

306.5

 

187.5

 

 

1,800.8

 

Pension assets

 

 

240.0

 

 

22.3

 

 

262.3

 

Investment in subsidiary

 

1,029.7

 

281.4

 

 

 

(1,311.1

)

 

Equity in net assets of subsidiaries

 

608.4

 

148.1

 

 

 

(756.5

)

 

Other assets

 

 

431.4

 

80.0

 

22.6

 

(412.5

)

121.5

 

Total assets

 

$

1,638.1

 

$

5,062.0

 

$

641.4

 

$

807.5

 

$

(2,847.0

)

$

5,302.0

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

 

$

681.5

 

$

256.7

 

$

186.8

 

$

(366.9

)

$

758.1

 

Accrued expenses

 

 

226.4

 

0.8

 

26.4

 

 

253.6

 

Profit sharing

 

 

15.4

 

 

1.3

 

 

16.7

 

Current portion of long-term debt

 

 

77.7

 

 

3.9

 

 

81.6

 

Advance payments, short-term

 

 

54.8

 

 

 

 

54.8

 

Deferred revenue, short-term

 

 

22.7

 

 

2.3

 

 

25.0

 

Deferred grant income liability - current

 

 

 

7.7

 

1.2

 

 

8.9

 

Other current liabilities

 

 

123.9

 

 

5.1

 

 

129.0

 

Total current liabilities

 

 

1,202.4

 

265.2

 

227.0

 

(366.9

)

1,327.7

 

Long-term debt

 

 

1,134.6

 

80.0

 

270.7

 

(332.5

)

1,152.8

 

Advance payments, long-term

 

 

777.0

 

 

 

 

777.0

 

Pension/OPEB obligation

 

 

71.2

 

 

 

 

71.2

 

Deferred grant income liability - non-current

 

 

 

73.6

 

32.3

 

 

105.9

 

Deferred revenue and other deferred credits

 

 

22.2

 

 

7.8

 

 

30.0

 

Other liabilities

 

 

255.1

 

 

24.2

 

(80.0

)

199.3

 

Total equity

 

1,638.1

 

1,599.5

 

222.6

 

245.5

 

(2,067.6

)

1,638.1

 

Total liabilities and shareholders’ equity

 

$

1,638.1

 

$

5,062.0

 

$

641.4

 

$

807.5

 

$

(2,847.0

)

$

5,302.0

 

 

33



 

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, 2013

 

 

 

Holdings

 

Spirit

 

Guarantor 
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Total

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

$

359.2

 

$

 

$

61.5

 

$

 

$

420.7

 

Accounts receivable, net

 

 

643.3

 

15.3

 

214.5

 

(322.3

)

550.8

 

Inventory, net

 

 

1,340.2

 

208.7

 

293.7

 

 

1,842.6

 

Deferred tax asset - current

 

 

25.2

 

 

1.7

 

 

26.9

 

Other current assets

 

 

100.7

 

 

2.5

 

 

103.2

 

Total current assets

 

 

2,468.6

 

224.0

 

573.9

 

(322.3

)

2,944.2

 

Property, plant and equipment, net

 

 

1,308.0

 

305.3

 

190.0

 

 

1,803.3

 

Pension assets

 

 

231.1

 

 

21.5

 

 

252.6

 

Investment in subsidiary

 

1,026.3

 

281.5

 

 

 

(1,307.8

)

 

Equity in net assets of subsidiaries

 

454.7

 

119.4

 

 

 

(574.1

)

 

Other assets

 

 

422.4

 

80.0

 

24.2

 

(419.5

)

107.1

 

Total assets

 

$

1,481.0

 

$

4,831.0

 

$

609.3

 

$

809.6

 

$

(2,623.7

)

$

5,107.2

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

 

$

666.5

 

$

224.2

 

$

185.2

 

$

(322.2

)

$

753.7

 

Accrued expenses

 

 

189.9

 

0.5

 

30.2

 

 

220.6

 

Profit sharing

 

 

35.7

 

 

2.7

 

 

38.4

 

Current portion of long-term debt

 

 

12.9

 

 

3.9

 

 

16.8

 

Advance payments, short-term

 

 

133.5

 

 

 

 

133.5

 

Deferred revenue, short-term

 

 

15.7

 

 

4.1

 

 

19.8

 

Deferred grant income liability - current

 

 

 

7.3

 

1.3

 

 

8.6

 

Other current liabilities

 

 

137.1

 

 

7.1

 

 

144.2

 

Total current liabilities

 

 

1,191.3

 

232.0

 

234.5

 

(322.2

)

1,335.6

 

Long-term debt

 

 

1,131.4

 

80.0

 

278.6

 

(339.5

)

1,150.5

 

Advance payments, long-term

 

 

728.9

 

 

 

 

728.9

 

Pension/OPEB obligation

 

 

69.8

 

 

 

 

69.8

 

Deferred grant income liability - non-current

 

 

 

75.6

 

32.6

 

 

108.2

 

Deferred revenue and other deferred credits

 

 

22.7

 

 

8.2

 

 

30.9

 

Other liabilities

 

 

245.6

 

 

36.7

 

(80.0

)

202.3

 

Total equity

 

1,481.0

 

1,441.3

 

221.7

 

219.0

 

(1,882.0

)

1,481.0

 

Total liabilities and shareholders’ equity

 

$

1,481.0

 

$

4,831.0

 

$

609.3

 

$

809.6

 

$

(2,623.7

)

$

5,107.2

 

 

34



 

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 Three Months Ended April 3, 2014

 

 

 

Holdings

 

Spirit

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Total

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

153.6

 

$

59.6

 

$

9.2

 

$

(23.8

)

$

(153.6

)

$

45.0

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

(42.8

)

(9.2

)

(1.0

)

 

(53.0

)

Proceeds from sale of assets

 

 

0.1

 

 

 

 

0.1

 

Equity in net assets of subsidiaries

 

(153.6

)

 

 

 

153.6

 

 

Net cash provided by (used in) investing activities

 

(153.6

)

(42.7

)

(9.2

)

(1.0

)

153.6

 

(52.9

)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of bonds

 

 

300.0

 

 

 

 

300.0

 

Principal payments of debt

 

 

(8.6

)

 

(0.9

)

 

(9.5

)

Collection on (repayment of) intercompany debt

 

 

7.0

 

 

(7.0

)

 

 

Payments on bonds

 

 

(227.2

)

 

 

 

(227.2

)

Excess tax benefits from share-based payment arrangements

 

 

0.5

 

 

 

 

0.5

 

Debt issuance and financing costs

 

 

(19.2

)

 

 

 

(19.2

)

Change in restricted cash

 

 

(72.8

)

 

 

 

(72.8

)

Net cash (used in) financing activities

 

 

(20.3

)

 

(7.9

)

 

(28.2

)

Effect of exchange rate changes on cash and cash equivalents

 

 

 

 

(2.5

)

 

(2.5

)

Net (decrease) in cash and cash equivalents for the period

 

 

(3.4

)

 

(35.2

)

 

(38.6

)

Cash and cash equivalents, beginning of period

 

 

359.2

 

 

61.5

 

 

420.7

 

Cash and cash equivalents, end of period

 

$

 

$

355.8

 

$

 

$

26.3

 

$

 

$

382.1

 

 

35



 

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 Three Months Ended March 28, 2013

 

 

 

Holdings

 

Spirit

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Consolidating
Adjustments

 

Total

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

81.2

 

$

(42.1

)

$

2.5

 

$

(5.8

)

$

(81.2

)

$

(45.4

)

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

(68.0

)

(2.5

)

(3.9

)

 

(74.4

)

Purchase of property, plant and equipment - severe weather event

 

 

(5.8

)

 

 

 

(5.8

)

Proceeds from the sale of assets

 

 

0.1

 

 

 

 

0.1

 

Consolidation of variable interest entity

 

 

 

 

2.1

 

 

2.1

 

Equity in net assets of subsidiaries

 

(81.2

)

 

 

 

81.2

 

 

Other

 

 

3.4

 

 

(3.4

)

 

 

Net cash provided by (used in) investing activities

 

(81.2

)

(70.3

)

(2.5

)

(5.2

)

81.2

 

(78.0

)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments of debt

 

 

(1.7

)

 

(0.9

)

 

(2.6

)

Net cash provided by (used in) financing activities

 

 

(1.7

)

 

(0.9

)

 

(2.6

)

Effect of exchange rate changes on cash and cash equivalents

 

 

 

 

(1.6

)

 

(1.6

)

Net (decrease) in cash and cash equivalents for the period

 

 

(114.1

)

 

(13.5

)

 

(127.6

)

Cash and cash equivalents, beginning of period

 

 

369.1

 

 

71.6

 

 

440.7

 

Cash and cash equivalents, end of period

 

$

 

$

255.0

 

$

 

$

58.1

 

$

 

$

313.1

 

 

25.  Subsequent Events

 

On April 1, 2014, Spirit notified the trustee for the 2017 Notes of its election to call for redemption on May 1, 2014 the $72.8 aggregate of 2017 Notes outstanding following the expiration of the Tender Offer and instructed the trustee to provide notice of such redemption to the holders of the 2017 Notes.

 

On April 8, 2014, Spirit entered into a Memorandum of Agreement (“MOA”) with Boeing amending Spirit’s long-term supply agreement with Boeing covering products for Boeing’s B737, B747, B767 and B777 commercial aircraft programs (the “Supply Agreement”). The MOA establishes pricing terms for recurring products under the Supply Agreement for the period commencing on April 1, 2014 and ending on December 31, 2015.  The new pricing terms will not be applied to the period prior to April 1, 2014.  The MOA includes implementation of a production rate up to 47 airplanes per month on the B737 program and suspension of twelve months of B787 advance repayments, which will be applied beginning at line unit 1,001.

 

On May 1, 2014, Spirit called the remaining $72.8 of the 2017 Notes outstanding.

 

36



 

Item 2.   Management’s 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 “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “should,” “will,”  and other similar words or phrases, or the negative thereof, unless the context requires otherwise.  These statements reflect management’s 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” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (our “2013 Form 10-K”), filed with the SEC on February 19, 2014. 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

 

Mark J. Suchinski, the Vice President, Treasurer and Financial Planning of the Company and Spirit was appointed as Vice President and Corporate Controller of the Company and Spirit, effective February 23, 2014.

 

On March 6, 2014, Jeffrey L. Turner, a director of Spirit AeroSystems Holdings, Inc. informed the Company that he decided not to run for re-election to the Company’s board of directors at its 2014 annual meeting of stockholders.

 

On March 4, 2014, Spirit commenced a cash tender offer to purchase any and all of the $300.0 million outstanding principal amount of its 2017 Notes and a consent solicitation to amend the indenture governing the 2017 Notes.

 

On March 18, 2014, Spirit purchased $227.2 million of the 2017 Notes pursuant to the tender offer.

 

On March 18, 2014, Spirit completed an offering of $300.0 million aggregate principal amount of its 5.25% Senior Notes due 2022. The Company also entered into Amendment No. 3 to its the senior secured Credit Agreement to provide for a new $540.4 million senior secured term loan B with a maturity of September 15, 2020.

 

On April 1, 2014, Spirit notified the trustee for its 2017 Notes of its election to call for redemption on May 1, 2014 all of the aggregate of the 2017 Notes outstanding following the expiration of the tender offer and instructed the trustee to provided notice of such redemption of the holders of the 2017 Notes.

 

On April 8, 2014, Spirit entered into a Memorandum of Agreement (“MOA”) with Boeing amending Spirit’s long-term supply agreement with Boeing covering products for Boeing’s B737, B747, B767 and B777 commercial aircraft programs (the “Supply Agreement”). The MOA establishes pricing terms for recurring products under the Supply Agreement for the period commencing on April 1, 2014 and ending on December 31, 2015.  The new pricing terms will not be applied to the period prior to April 1, 2014.  The MOA includes implementation of a production rate up to 47 airplanes per month on the B737 program and suspension of twelve months of B787 advance repayments, which will be applied beginning at line unit 1,001.

 

On May 1, 2014, Spirit called the remaining $72.8 million of 2017 Notes outstanding.

 

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 April 3, 2014, we generated net revenues of $1,728.5 million and net income of $153.6 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

 

37



 

(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 50%, 26%, 24% and less than 1%, respectively, of our net revenues for the three months ended April 3, 2014.

 

Management’s Focus

 

The Company’s focus is on ensuring that our strategy and our operational and cost performance are world class. We have undertaken specific actions recently that highlight that commitment. In 2013, we conducted a series of comprehensive strategic and financial reviews of our development programs at our Tulsa, Wichita, Kinston and St. Nazaire sites which resulted in the commencement of a process to sell our Oklahoma facilities, which we announced in 2013.  Certain of our maturing programs, including the Gulfstream G280 and G650 wing and the B787 wing programs, are produced at these facilities. We may ultimately decide to sell only a portion of, or certain programs produced at, our Oklahoma facilities, to sell separate portions and/or programs to different buyers, or to retain the facilities in their entirety. This decision aligns with our strategy to focus on the commercial aerospace and defense segments of the marketplace.  We are also committed to reducing internal cost and improving operational efficiency through centralization of functions as demonstrated by the reduction in workforce activities completed in 2013.  Additionally, we continue to align the business around our customers and programs with strong emphasis on markets, business management, program management, production and supply chain. We also added new executive talent and reassigned existing executive talent in an effort to strengthen performance in certain areas of our business. We anticipate taking additional actions in the near-term as we continue to focus on positioning the Company for future success.

 

New and Maturing Programs

 

We are currently performing work on several new and maturing programs, which are in various stages of development. These programs carry risks associated with design responsibility, development of production tooling, production inefficiencies during the initial phases of production, hiring and training of qualified personnel, increased capital and funding commitments, supplier performance, delivery schedules and unique contractual requirements.  Our success depends on our ability to achieve performance obligations on new or maturing programs to our customer’s satisfaction and manufacture products at our estimated cost.

 

A350 XWB

 

We continue to support the development of the A350 XWB program through a fuselage contract and a wing contract, both of which are segmented into a non-recurring design engineering phase and a recurring production phase. We continue to record margins for the A350 XWB fuselage recurring and A350 XWB wing recurring programs at break-even to reflect an increase in identified risk profile of these programs.

 

We also continue to support the development of the work scope for the design and tooling related to the -1000 derivative of the A350 XWB fuselage and wing contracts.  Estimates for the non-recurring design engineering phase of the -1000 derivative fuselage have resulted in previously recorded forward losses on this program.  There is a risk of additional forward loss if we do not successfully execute the design and engineering change process as projected.

 

Our A350 XWB fuselage recurring program has experienced various production inefficiencies which have resulted in previously recorded forward losses, mostly driven by early development discovery and engineering change to the aircraft design, as well as higher test and transportation costs. Airbus is assisting us as we work through these issues and has provided additional resources to work alongside our personnel. There continues to be risk of additional forward loss associated with the fuselage recurring contract as we work through production issues.

 

Although we continue to project the wing recurring production contract to be break-even, there is still a substantial amount of risk similar to what we have experienced on other development programs. Particularly, our ability to successfully negotiate favorable terms with our suppliers, manage supplier performance, execute cost reduction strategies, hire and retain skilled production and management personnel, execute quality and manufacturing processes, manage program schedule delays and adjust to higher rate schedules, among other risks, will determine the ultimate performance of this program or these contracts.

 

38



 

B787 Program

 

As we move into a higher production rate on this program, our performance at the current contracted price depends on our continued ability to achieve cost reductions in manufacturing and support labor as well as supply chain.  Continuous improvement in our cost structure has been ongoing since the beginning of the program as design engineering for both the B787-8 and B787-9 derivatives was finalized and manufacturing plans were solidified. Near-term cost improvement efforts will focus on efficiency gains within our manufacturing process and execution of sourcing strategies.

 

We have not yet established pricing for the B787-9, B787-10 or any future derivatives. Our supply agreement for the B787 program (the “B787 Supply Agreement”) provides that initial prices for the B787-9 and B787-10 are to be determined by a procedure set out in the B787 Supply Agreement, and to be documented by amendment once that amendment has been agreed to by the parties. The parties have engaged in discussions concerning how to determine initial B787-9 and B787-10 pricing, and have not yet reached agreement. Our ability to successfully negotiate fair and equitable prices for these models as well as overall B787 delivery volumes and our ability to achieve forecasted cost improvements on all B787 models are key factors in achieving the projected financial performance for this program.

 

G280 and G650 Programs

 

The Gulfstream G650 and G280 programs face near-term risks that include our ability to execute our contractual work statement, achieve supply chain cost reductions, and successfully perform to manufacturing plans and delivery schedules. Business jet market fluctuations caused by changing customer preferences for business aircraft, including the effect of global economic conditions on the business aircraft market, also present risk to these programs. The G650 program has significant near-term risk as we work with our customer to resolve certain commercial issues related to Gulfstream’s contention that delivered units failed to meet schedule and weight requirements.

 

Supply Chain Cost Reductions - G280 and G650

 

Our cost estimates at completion for the Gulfstream G280 and G650 programs include significant cost reductions primarily related to sourcing opportunities projected to be realized between 2014 and 2018.  These sourcing opportunities and related savings amounts are based on the experience of the supply chain team and operational management. We continue to work with our suppliers to negotiate favorable contract pricing.  Our ability to achieve forecasted cost improvements will depend upon our success in negotiating supplier price reductions.

 

Labor Estimates - Tulsa Facility

 

The labor cost forecasts within the contract estimates for the G280, G650 and B787 are based on certain assumptions, including the level of disruption expected in the future. In our contract estimates, we assume that certain disruptions to the manufacturing line caused by (i) supplier quality issues and late deliveries, (ii) customer inspections occurring in our facilities and (iii) our own manufacturing quality issues would be resolved by the middle of 2014. Changes in these conditions could result in additional forward losses.

 

Contractual Items - G650

 

As we worked with Gulfstream to meet its production demand, we negotiated a temporary transfer of a portion of our work scope to Gulfstream for completion. We continue to experience production challenges which have affected our ability to meet scheduled deliveries.  As a result, we changed our assumptions to extend the duration of the work transfer and updated our estimates regarding this temporarily transferred work scope which is accounted for as a reduction in forecasted revenue. As described in more detail in Note 21, “Commitments, Contingencies and Guarantees,” we instituted a demand for arbitration against Gulfstream to resolve certain contractual disputes primarily related to engineering changes made by Gulfstream and the impact of those changes to weight and delivery schedules as well as for incomplete payments to Spirit. We continually assess these contractual items and adjust our estimates as appropriate each quarter. Changes in these particular estimates could result in additional forward losses recognized on the G650 program.

 

General Statement Regarding New and Maturing Programs

 

In order to continue to reduce risk on our new and maturing programs, it will be critical that we successfully perform under revised design and manufacturing plans, achieve forecasted cost reductions as we enter increasing levels of production, meet customer delivery schedules and successfully resolve claims, assertions and pricing negotiations with our customers and suppliers.

 

39



 

Additionally, we face risks related to the potential divestiture of our Oklahoma facilities, of which we may ultimately decide to sell separate portions and/or programs to different buyers, or retain the facilities in their entirety. We have a concentration of maturing programs, including the G650, G280 and B787 wing programs, at these facilities and a divestiture of these facilities may have a material financial impact in the period in which a divestiture of all or any portion of the facilities becomes probable.

 

Results of Operations

 

The following table sets forth, for the periods indicated, certain of our operating data:

 

 

 

Three
Months
Ended
April 3, 2014

 

Three
Months
Ended
March 28, 2013

 

Percentage
Change
to Prior Year

 

 

 

($ in millions)

 

Net revenues

 

$

1,728.5

 

$

1,442.2

 

20

%

Operating costs and expenses

 

 

 

 

 

 

 

Cost of sales

 

1,467.3

 

1,237.1

 

19

%

Selling, general and administrative

 

60.5

 

44.3

 

37

%

Impact from severe weather event

 

 

8.8

 

(100

)%

Research and development

 

6.3

 

7.5

 

(16

)%

Operating income

 

194.4

 

144.5

 

35

%

Interest expense and financing fee amortization

 

(35.4

)

(17.6

)

101

%

Interest income

 

0.1

 

0.1

 

%

Other income (expense), net

 

1.2

 

(9.9

)

112

%

Income before income taxes and equity in net income (loss) of affiliate

 

160.3

 

117.1

 

37

%

Income tax provision

 

(6.9

)

(35.7

)

(81

)%

Income before equity in net income (loss) of affiliate

 

153.4

 

81.4

 

88

%

Equity in net income (loss) of affiliate

 

0.2

 

(0.2

)

200

%

Net income

 

$

153.6

 

$

81.2

 

89

%

 

40



 

Comparative shipset deliveries by model are as follows:

 

Model

 

Three Months
Ended
April 3, 2014

 

Three Months
Ended
March 28, 2013

 

B737

 

125

 

106

 

B747

 

5

 

6

 

B767

 

3

 

6

 

B777

 

26

 

24

 

B787

 

31

 

17

 

Total Boeing

 

190

 

159

 

A320 Family

 

128

 

129

 

A330/340

 

30

 

27

 

A350

 

2

 

2

 

A380

 

7

 

7

 

Total Airbus

 

167

 

165

 

Business/Regional Jets

 

35

 

20

 

Total

 

392

 

344

 

 

For purposes of measuring production or shipset deliveries for Boeing aircraft in a given period, the term “shipset” refers to sets of structural fuselage components produced or delivered for one aircraft in such period. For purposes of measuring production or shipset deliveries for Airbus and Business/Regional Jet aircraft in a given period, the term “shipset” refers to all structural aircraft components produced or delivered for one aircraft in such period. For the purposes of measuring wing shipset deliveries, the term “shipset” refers to all wing components produced or delivered for one aircraft in such period.  Other components which are part of the same aircraft shipsets could be produced or shipped in earlier or later accounting periods than the components used to measure production or shipset deliveries, which may result in slight variations in production or delivery quantities of the various shipset components in any given period.

 

Net revenues by prime customer are as follows:

 

Prime Customer

 

Three Months
Ended
April 3, 2014

 

Three Months
Ended
March 28, 2013

 

Boeing

 

$

1,472.7

 

$

1,226.7

 

Airbus

 

148.6

 

139.7

 

Gulfstream

 

50.1

 

30.8

 

Sikorsky

 

3.5

 

2.5

 

Other

 

53.6

 

42.5

 

Total net revenues

 

$

1,728.5

 

$

1,442.2

 

 

Three Months Ended April 3, 2014 as Compared to Three Months Ended March 28, 2013

 

Net Revenues.   Net revenues for the three months ended April 3, 2014 were $1,728.5 million, an increase of $286.3 million, or 20%, compared with net revenues of $1,442.2 million for the same period in the prior year. The increase in net revenues was primarily due to approximately $271.6 million of higher production volume driven by customer delivery schedules and production rates, partially offset by lower production volume on Boeing twin aisle programs driven by customer delivery schedules. During the three months ended April 3, 2014, there were 66 working days compared to 62 working days for the same period in the prior year.  Net revenues from aftermarket increased by approximately $18.7 million driven by higher spares volume and higher maintenance, repair and overhaul activities. Non-recurring revenue, which includes design and development efforts, were lower by approximately $4.1 million primarily due to a decrease in design and development activities on the A350 XWB non-recurring fuselage, B767, B777 and C-Series programs, partially offset by an increase in design and development activities on the B737 MAX. Approximately 94% of Spirit’s net revenues for the first quarter of 2014 came from our two largest customers, Boeing and Airbus.

 

41



 

Deliveries to Boeing increased by 19% to 190 shipsets during the first quarter of 2014 primarily driven by higher production rates on certain Boeing models, as compared to 159 shipsets delivered in the same period of the prior year. Deliveries to Airbus slightly increased to 167 shipsets during the first quarter of 2014 compared to 165 shipsets delivered in the same period of the prior year.  Deliveries of business/regional jet wing and wing components increased by 75% to 35 shipsets during the first quarter of 2014 primarily driven by customer delivery schedules, as compared to 20 shipsets delivered in the same period of the prior year.  In total, shipset deliveries increased overall by 14% to 392 shipsets during the first quarter of 2014, compared to 344 shipsets for the same period in the prior year.

 

Pricing terms under our Supply Agreement with Boeing for the B737, B747, B767 and B777 platforms, which account for 66% of our net revenue in the first quarter of 2014, expired in May 2013, thus activating interim pricing provisions outlined within the terms of the Supply Agreement.  On April 8, 2014, we entered into a MOA with Boeing that established pricing terms for recurring products as set forth under the Supply Agreement commencing on April 1, 2014 and ending on December 31, 2015. Prices will continue to be adjusted each year based on a quantity-based price adjustment formula described in the Supply Agreement, as amended by the MOA, whereby average per-unit prices are higher at lower volumes. Prices continue to be subject to other adjustments provided for under the Supply Agreement. The new pricing terms will not be applied to the period prior to April 1, 2014.

 

We have not yet established pricing for the B787-9, B787-10 or any future derivatives.  In accordance with the B787 Supply Agreement, revenue recognized for B787-9 deliveries was based on interim pricing negotiated with Boeing pending final price negotiations.  For B787-9 deliveries in our first B787 contract block, we have applied the appropriate accounting guidance for unpriced change orders in estimating revenues which will also be updated in the quarter in which final pricing is negotiated.

 

Cost of Sales.   Cost of sales as a percentage of net revenues was 85% for the three months ended April 3, 2014, as compared to 86% for the same period in the prior year.  In the first quarter of 2014, we recorded $16.6 million of favorable cumulative catch-up adjustments related to periods prior to 2014, primarily driven by productivity and efficiency improvements on mature programs.   Also during the first quarter of 2014, we recorded forward loss charges of $0.9 million and $0.3 million on our Bell V280 helicopter and G280 wing programs, respectively. In the same period of 2013, we recorded a net favorable $20.3 million cumulative catch-up adjustment related to periods prior to 2013, partially offset by a forward loss charge of $15.3 million on our B787 wing program.

 

SG&A, Impact from Severe Weather Event, and Research and Development.   SG&A expense was $16.2 million higher for the three months ended April 3, 2014, compared to the same period in 2013 primarily driven by higher consulting and professional service fees. Expenditures associated with Impact from Severe Weather Event concluded in 2013. During the first quarter of 2013, we recorded $8.8 million of incremental costs associated with property repairs, clean up and recovery costs related to the severe weather event.  Research and development expense was $1.2 million lower for the three months ended April 3, 2014, compared to the same period in the prior year, primarily driven by slowing of R&D spending.

 

Operating Income.   Operating income for the three months ended April 3, 2014 was $194.4 million, an increase of $49.9 million, or 35%, compared to operating income of $144.5 million for the same period in the prior year. The increase was primarily driven by higher production volumes and recognition of $16.6 favorable cumulative catch-up adjustment, partially offset by $1.2 million in forward loss charges, compared to a $20.3 million net favorable cumulative catch-up adjustment, partially offset by a $15.3 million forward loss charge recorded in the same period of 2013.

 

Interest Expense and Financing Fee Amortization.   Interest expense and financing fee amortization for the three months ended April 3, 2014 includes $19.7 million of interest and fees paid or accrued in connection with long-term debt and $15.7 million in amortization of deferred financing costs and original issue discount, compared to $16.1 million of interest and fees paid or accrued in connection with long-term debt and $1.5 million in amortization of deferred financing costs and original issue discount for the same period in the prior year. In March 2014, Spirit entered into Amendment No. 3 of its senior secured credit facility and acquired $227.2 million of its 2017 Notes using proceeds from the issuance of $300.0 million of 5.25% senior notes due in 2022 along with cash on hand. As a result, we recognized $17.6 million in interest expense from write-down of deferred financing costs, original issue discount, and third party fees.

 

Interest Income.   Interest income for each of the three months ended April 3, 2014 and March 28, 2013 was $0.1 million.

 

42



 

Other Income (Expense), net. Other income (expense), net for the three months ended April 3, 2014 was other income of $1.2 million compared to other expense of $9.9 million for the same period in the prior year. The net change was primarily driven by foreign exchange rate fluctuations as the British Pound weakened against the U.S. Dollar.

 

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 audit examinations for open tax years, statute of limitations expiration, or a change in tax law.

 

However, the Company has determined that a calculation of an annual effective tax rate would not represent a reliable estimate for its U.S. operations due to historical differences between forecasted and actual U.S. pre-tax earnings and the effect of the Company’s U.S. deferred tax valuation allowance, which create results with significant variations in the customary relationship between income tax expense and pre-tax income for the interim periods. Under the discrete method, the Company determines 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.

 

Based on evaluation of both the positive and negative evidence available, management determined that it was necessary to continue to maintain a valuation allowance against nearly all of its net U.S. deferred tax assets as of April 3, 2014. The net valuation allowance was decreased by $31.5 million for the three months ended April 3, 2014. The adjustment is related to the realization of certain deferred tax assets within the Company’s discrete method taxable income calculation for the period ending April 3, 2014 and recording an additional valuation allowance against certain state income tax credits.  To the extent that the Company generates positive taxable income and expects, with reasonable certainty, to continue to generate positive income we may release additional valuation allowance in future periods. This release would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period such release is recorded. The release of all or a portion of the valuation allowance will have a significant effect on our tax expense in the period it is released.

 

The income tax provision for the three months ended April 3, 2014 includes $17.1 million for federal taxes, $0.1 million for state taxes and $(10.3) million for foreign taxes.  The income tax provision for the three months ended March 28, 2013 includes $32.4 million for federal taxes, $3.7 million for state taxes and $(0.4) million for foreign taxes. The 2014 effective tax rate was 4.3% as compared to 30.5% for 2013. The difference in the effective tax rate recorded for 2014 as compared to 2013 related primarily to the U.S. net deferred tax asset valuation allowance decrease, the Malaysia tax reserve release in 2014 and the inclusion of the 2012 and 2013 U.S. Federal Research Tax Credit in 2013. The decrease from the U.S. statutory tax rate is attributable primarily to the inclusion of the U.S. net deferred tax asset valuation allowance decrease and the Malaysia tax reserve release.

 

Our income tax expense for 2014 does not reflect any benefit of the Research Tax Credit attributable to 2014, as the legislation has not been extended beyond December 2013. Should the legislation be extended during the year, the Company may record additional tax benefits for 2014 Research Tax Credit.

 

Segments.   The following table shows segment revenues and operating income for the three months ended April 3, 2014 and March 28, 2013:

 

43



 

 

 

Three Months Ended

 

 

 

April 3,
 2014

 

March 28,
 2013

 

Segment Revenues

 

 

 

 

 

Fuselage Systems

 

$

858.3

 

$

717.9

 

Propulsion Systems

 

450.2

 

375.3

 

Wing Systems

 

414.2

 

343.3

 

All Other

 

5.8

 

5.7

 

 

 

$

1,728.5

 

$

1,442.2

 

Segment Operating Income

 

 

 

 

 

Fuselage Systems (1)

 

$

142.0

 

$

126.4

 

Propulsion Systems (2)

 

80.2

 

68.4

 

Wing Systems (3)

 

50.0

 

20.5

 

All Other

 

0.1

 

1.6

 

 

 

272.3

 

216.9

 

Corporate SG&A (4)

 

(60.5

)

(44.3

)

Impact from severe weather event

 

 

(8.8

)

Research and development (5)

 

(6.3

)

(7.5

)

Unallocated cost of sales (6)

 

(11.1

)

(11.8

)

Total operating income

 

$

194.4

 

$

144.5

 

 


(1)          For 2014, net of $0.9 million forward loss charge recorded on the Bell V280 helicopter program.  Also includes favorable cumulative catch-up adjustments of $9.0 million and $11.0 million for the three months ended April 3, 2014 and March 28, 2013, respectively.

 

(2)          Includes favorable cumulative catch-up adjustments of $4.8 million and $9.7 million for the three months ended April 3, 2014 and March 28, 2013, respectively.

 

(3)          For 2014, net of $0.3 million forward loss charge recorded on the G280 wing program.  For 2013, net of $15.3 million forward loss charge recorded for the B787 wing program.  Also includes favorable cumulative catch-up adjustments of $2.8 million for the three months ended April 3, 2014 and unfavorable cumulative catch-up adjustments of $0.4 million for the three months ended March 28, 2013.

 

(4)          For 2013, corporate SG&A of $2.3 million, $1.2 million and $1.2 million was reclassified from segment operating income for the Fuselage, Propulsion and Wing Systems, respectively, to conform to current year presentation.

 

(5)          For 2013, research and development of $2.7 million, $1.9 million and $1.1 million was reclassified from segment operating income for the Fuselage, Propulsion and Wing Systems, respectively, to conform to current year presentation.

 

(6)          Includes $11.1 million of warranty reserve for 2014.  For 2013, includes a warranty reserve of $10.0 million and $1.8 million related to early retirement incentives.

 

Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 50%, 26%, 24% and less than 1%, respectively, of our net revenues for the three months ended April 3, 2014.

 

Fuselage Systems.   Fuselage Systems segment net revenues for the three months ended April 3, 2014 were $858.3 million, an increase of $140.4 million, or 20%, compared to the same period in the prior year. The increase in net revenues was primarily due to higher production rates on several Boeing models and higher aftermarket spares volume.  These increases were partially offset by lower deliveries on certain Boeing twin aisle programs and by lower net revenues for non-recurring design and development activities on the A350 XWB non-recurring fuselage and the B767 programs. Fuselage Systems segment operating margins were 17% for the three months ended April 3, 2014, compared to 18% for the same period in the prior year.   In the first quarter of 2014, the segment recorded favorable cumulative catch-up adjustments of $9.0 million driven by productivity and efficiency improvement on mature programs, partially offset by a forward loss charge of $0.9 million on the Bell V280

 

44



 

helicopter program. In comparison, during the first quarter of 2013, the segment recognized $11.0 million in favorable cumulative catch-up adjustments.  For 2013, corporate SG&A of $2.3 million and research and development of $2.7 million was reclassified from Fuselage Systems segment operating income to conform to current year presentation.

 

Propulsion Systems.   Propulsion Systems segment net revenues for the three months ended April 3, 2014 were $450.2 million, an increase of $74.9 million, or 20%, compared to the same period in the prior year. The increase in net revenues was primarily due to higher production rates on several Boeing models and higher aftermarket spares volume.  In addition, the Propulsion Systems segment posted higher non-recurring net revenues for the B737 MAX and B767 programs. Propulsion Systems segment operating margins were 18% for each of the three month periods ended April 3, 2014 and March 28, 2013. In the first quarter of 2014, the segment recorded favorable cumulative catch-up adjustments of $4.8 million driven by productivity and efficiency improvements on mature programs. In comparison, during the first quarter of 2013, the segment recognized favorable cumulative catch-up adjustments of $9.7 million driven by productivity and efficiency on mature programs.  For 2013, corporate SG&A of $1.2 million and research and development of $1.9 million was reclassified from Propulsion Systems segment operating income to conform to current year presentation.

 

Wing Systems.   Wing Systems segment net revenues for the three months ended April 3, 2014 were $414.2 million, an increase of $70.9 million, or 21%, compared to the same period in the prior year. The increase in net revenues was primarily due to higher production volume driven by customer delivery schedules on our Gulfstream programs and higher production rates on several Boeing programs. Wing Systems posted segment operating margins of 12% for the three months ended April 3, 2014 compared to segment operating margins of 6% for the same period in the prior year. In the first quarter of 2014, the segment recorded favorable cumulative catch-up adjustments of $2.8 million driven by productivity and efficiency improvements on mature programs, partially offset by a forward loss charge of $0.3 million on the G280 program. In comparison, during the first quarter of 2013, the segment recorded a net forward loss charge of $15.3 million on the B787 wing program as well as unfavorable cumulative catch-up adjustments of $0.4 million.  For 2013, corporate SG&A of $1.2 million and research and development of $1.1 million was reclassified from Wing Systems segment operating income to conform to current year presentation.

 

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 April 3, 2014, All Other segment net revenues were $5.8 million, an increase of $0.1 million as compared to the same period in the prior year. During the first quarter of 2014, revenue recorded for KIESC was offset by lower tooling sales. The All Other segment recorded 2% operating margins for the three months ended April 3, 2014, down from segment operating margins of 28% for the same period in the prior year.  The decrease in segment operating margins was driven by significantly lower tooling sales in the first quarter of 2014.

 

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. 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.

 

As of April 3, 2014, we had $382.1 million of cash and cash equivalents on the balance sheet and $650.0 million of available borrowing capacity under our revolving credit facility. There were no borrowings or outstanding balances under our revolving credit facility as of April 3, 2014. 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.

 

45



 

Cash Flows

 

The following table provides a summary of our cash flows for the three months ended April 3, 2014 and March 28, 2013:

 

 

 

For the three months ended

 

 

 

April 3, 2014

 

March 28, 2013

 

 

 

($ in millions)

 

Net income

 

$

153.6

 

$

81.2

 

Adjustments to reconcile net income

 

55.7

 

69.8

 

Changes in working capital

 

(164.3

)

(196.4

)

Net cash provided by (used in) operating activities

 

45.0

 

(45.4

)

Net cash (used in) investing activities

 

(52.9

)

(78.0

)

Net cash (used in) financing activities

 

(28.2

)

(2.6

)

Effect of exchange rate change on cash and cash equivalents

 

(2.5

)

(1.6

)

Net (decrease) in cash and cash equivalents for the period

 

(38.6

)

(127.6

)

Cash and cash equivalents, beginning of period

 

420.7

 

440.7

 

Cash and cash equivalents, end of period

 

$

382.1

 

$

313.1

 

 

Three Months Ended April 3, 2014 as Compared to Three Months Ended March 28, 2013

 

Operating Activities. For the three months ended April 3, 2014, we had a net cash inflow of $45.0 million from operating activities, an increase of $90.4 million, compared to a net cash outflow of $45.4 million for the same period in the prior year. During the three months ended April 3, 2014, the increase in net cash inflow in operating activities was primarily due to the receipt of net tax refunds totaling $66.2 million and timing in receivables from customer and vendor payables.  In comparison, for the same period in the prior year, net cash used in operating activities was primarily due to inventory build and timing of vendor payments and receivables from customers.

 

Investing Activities. For the three months ended April 3, 2014, we had a net cash outflow of $52.9 million for investing activities, a decrease in outflow of $25.1 million compared to a net cash outflow of $78.0 million for the same period in the prior year. During the three months ended April 3, 2014, investing activities consisted primarily of capital expenditures for construction in process, machinery and equipment to support the increasing production rates on the B787, A350 and several mature Boeing programs. In comparison, in the three months ended March 28, 2013, capital expenditures consisted of purchases of tooling and machinery and equipment to prepare for the manufacturing of our development programs and to support increasing production rates on several Boeing programs.

 

Financing Activities. For the three months ended April 3, 2014, we had a net cash outflow of $28.2 million for financing activities, an increase in outflow of $25.6 million, compared to a net cash outflow of $2.6 million for the same period in the prior year. During the three months ended April 3, 2014, we amended our senior secured Credit Agreement, which replaced our existing $540.4 million term loan with a new term loan of $540.4 million. Additionally, the Company issued $300.0 million of Senior Notes due in 2022 and used those proceeds along with cash on hand to repurchase $227.2 million of its Senior Notes due in 2017 pursuant to a tender offer. Tender and consent fees related to the early extinguishment of debt was $9.4 million, which is included within debt issuance cost. Restricted cash of $72.8 million was reserved at April 3, 2014 to fund the redemption of the remaining 2017 Senior Notes outstanding which were called for redemption on May 1, 2014.   In the first quarter of 2014, payments on debt other than the financing activity were $9.5 million compared to $2.6 million in the same period in the prior year.

 

Future Cash Needs and Capital Spending

 

Our primary future cash needs will consist of working capital, 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 and maturing programs, including the B737, B777, B787 and the A350 programs.  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 for the three months ended April 3, 2014 totaled approximately $53.0 million, as compared to $74.4 million for the same period in 2013, excluding the impact of the 2012 severe weather event.   We plan to fund future capital expenditures and cash requirements from cash on hand, cash generated by operations, customer cash advances and borrowings available under our revolving credit facility.

 

46



 

EAC Changes in Estimates.  We have significantly increased our estimates regarding future production costs on several of our maturing programs.  The majority of the previously recognized 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 April 3, 2014 and we anticipate non-cash pension income for 2014 to remain at or near the same level as 2013. 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. Effective December 31, 2013, the BAE Aerostructures pension plan benefits were frozen due to an amendment which closed the plan.  Our projected contributions to the U.K. pension plan for 2014 are $1.3 million, of which $0.3 was contributed by the end of the first quarter of 2014.

 

Debt and Other Financing Arrangements

 

On March 18, 2014, the Company entered into Amendment No. 3 to its senior secured Credit Agreement. The amendment provides for a new $540.4 million senior secured term loan B with a maturity date of September 15, 2020, which replaces the $540.4 million term loan B that was scheduled to mature on April 18, 2019. The new term loan bears interest, at Spirit’s option, at LIBOR plus 2.50% with a LIBOR floor of 0.75% or base rate plus 1.50%.  The amendment also provides that (i) any failure to comply with the financial covenants will not constitute an event of default with respect to the new term loan, however the financial covenants continue to apply to the revolving credit facility under the Credit Agreement and the administrative agent or the requisite number of lenders (the “Requisite Revolving Lenders”) may accelerate the obligations under the revolving credit facility and (ii) the financial covenants may be amended or waived by the Requisite Revolving Lenders. Substantially all of Spirit’s assets, including inventory and property, plant and equipment, continue to be pledged as collateral for both the term loan, as replaced, and the revolving credit facility. As of April 3, 2014, the outstanding balance of the term loan was $539.0 million and the carrying amount of the term loan was $538.5 million.  As a result of extinguishment of the old term loan, the Company recognized a loss on extinguishment of debt of $4.6 million and incurred third party fees of $0.3 million. Of this total charge of $4.9 million related to extinguishment of the old term loan, $3.3 million is reflected within amortization of deferred financing fees and $1.6 million is reflected within amortization expense on the Condensed Consolidated Statement of Cash Flows for the three months ended April 3, 2014.

 

Senior Notes.   On September 30, 2009, we issued $300.0 million aggregate 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 Spirit’s existing and future domestic subsidiaries that guarantee Spirit’s obligations under Spirit’s senior secured credit facility.

 

On November 18, 2010, we issued $300.0 million 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 Spirit’s existing and future domestic subsidiaries that guarantee Spirit’s obligations under Spirit’s senior secured credit facility.  The carrying value of the 2020 Notes was $300.0 million as of April 3, 2014.

 

On March 4, 2014, the Company commenced a cash tender offer to purchase any and all of the $300.0 million outstanding principal amount of its 2017 Notes and a consent solicitation to amend the indenture governing the 2017 Notes (the “2017 Notes Indenture”) and eliminate substantially all of the restrictive covenants and certain default provisions applicable to the 2017 Notes (the “Tender Offer”). Holders of 2017 Notes who validly tendered their 2017 Notes prior to March 17, 2014 received total consideration of $1,041.25 per $1,000 principal amount, which included a consent payment of $30.00 per $1,000 principal amount.  Tender and consent fees related to the early extinguishment of debt was $9.4 million, which is included within debt issuance cost on the Condensed Consolidated Statement of Cash Flows for the three months ended April 3, 2014.

 

As a result of the extinguishment of the 2017 Notes, the Company recognized a loss on extinguishment of bonds of $11.6 million and incurred third party fees of $1.1 million. Of this total charge of $12.7 million related to extinguishment of the 2017 Notes, $10.7 million is reflected within amortization of deferred financing fees and $2.0 million is reflected within amortization expense on the Condensed Consolidated Statement of Cash Flows for the three months ended April 3, 2014.

 

On March 17, 2014, Spirit entered into a supplemental indenture to effect the proposed amendments to the 2017 Notes Indenture, which became operative on March 18, 2014 when Spirit accepted for purchase $227.2 million aggregate of the 2017 Notes that were tendered prior to March 17, 2014 for an aggregate purchase price of $244.4 million inclusive of accrued and

 

47



 

unpaid interest on the purchased 2017 Notes as of March 18, 2014. The supplemental indenture is binding on the 2017 Notes not purchased in the Tender Offer. The Tender Offer expired on March 31, 2014.

 

On March 18, 2014, in order to fund the Tender Offer or otherwise acquire, redeem or repurchase the 2017 Notes, Spirit issued the $300.0 million aggregate principal amount of 5.25% Senior Notes due March 15, 2022 (the “2022 Notes”) with interest payable, in cash in arrears, on March 15 and September 15 of each year, beginning September 15, 2014. The 2022 Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Company and its existing and future domestic subsidiaries that guarantee Spirit’s obligations under its amended senior secured credit facility. The carrying value of the 2022 Notes was $299.4 million as of April 3, 2014.

 

The indenture governing the 2022 Notes (the “2022 Notes Indenture”) contains covenants that limit Spirit’s, the Company’s and certain of Spirit’s subsidiaries’ ability, subject to certain exceptions and qualifications, to (i) incur additional debt; (ii) pay dividends, redeem stock or make other distributions, (iii) make other restricted payments and investments, (iv) create liens without granting equal and ratable liens to the holders of the 2022 Notes, (v) enter into sale and leaseback transactions, (vi) merge, consolidate or transfer or dispose of substantially all of their assets, and (vii) enter into certain types of transactions with affiliates. These covenants are subject to a number of qualifications and limitations. In addition, the 2022 Notes Indenture limits Spirit’s, the Company’s and the guarantor subsidiaries’ ability to engage in businesses other than businesses in which such companies are engaged on the date of issuance of the 2022 Notes and related businesses.

 

In addition, the 2022 Notes Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among other things: failure to make payments on the 2022 Notes when due, failure to comply with covenants under the 2022 Notes Indenture, failure to pay certain other indebtedness or acceleration of maturity of certain other indebtedness, failure to satisfy or discharge certain final judgments and occurrence of certain bankruptcy events. If an event of default occurs, the trustee or holders of at least 25% of the aggregate principal amount of the then outstanding 2022 Notes may, among other things, declare the entire outstanding balance of principal of and interest on all outstanding 2022 Notes to be immediately due and payable. If an event of default involving certain bankruptcy events occurs, payment of principal of and interest on the 2022 Notes will be accelerated without the necessity of notice or any other action on the part of any person.

 

On April 1, 2014, Spirit notified the trustee for the 2017 Notes of its election to call for redemption on May 1, 2014 the $72.8 million aggregate of 2017 Notes outstanding following the expiration of the Tender Offer and instructed the trustee to provide notice of such redemption to the holders of the 2017 Notes. The 2017 Notes will be redeemed at a redemption price equal to 103.75% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date. Following the redemption, none of the 2017 Notes will remain outstanding. The carrying value of the 2017 Notes was $72.0 million as of April 3, 2014.

 

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 shipsets delivered to Boeing.  In the event Boeing does not take delivery of 1,000 shipsets prior to the termination of the B787 program or 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.  On April 8, 2014, we signed a MOA with Boeing which suspended advance recoveries for twelve months beginning April 1, 2014 and extends the recovery of advance payments to beyond shipset 1,000.  As of April 3, 2014, 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 $578.8 million.

 

Advances on the A350 Fuselage Program.   In March 2012, we signed a Memorandum of Agreement with Airbus providing for Airbus to make advance payments to us in 2012.  The advance payments are offset against the recurring price of A350 XWB shipsets invoiced by Spirit, at a rate of $1.25 million per shipset. We received $250.0 million in advance payments in 2012 and the balance that had not been repaid as of April 3, 2014 was $241.3 million.

 

Malaysian Facility Agreement . On June 2, 2008, the Company’s wholly-owned subsidiary, Spirit AeroSystems Malaysia SDN BHD entered into a Facility Agreement for a term loan facility for Ringgit Malaysia (“RM”) 69.2  million (approximately USD $20.0 million equivalent) (the “Malaysia Facility”), with the Malaysian Export-Import Bank. The Malaysia Facility requires quarterly principal repayments of RM 3.3 million (approximately USD $1.0 million equivalent) 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 April 3, 2014 was $9.2 million.

 

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French Factory Capital Lease Agreement . On July 17, 2009, the Company’s 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 our 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 April 3, 2014, the Saint-Nazaire capital lease balance was $10.5 million.

 

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 under the capital lease are due monthly, and are subject to yearly rate increases until the end of the lease term of 124 months. As of April 3, 2014, the Nashville Design Center capital lease balance was $2.4 million.

 

Credit Ratings

 

The Company’s credit rating at the end of the first quarter of 2014 was a BB- rating, stable outlook by Standard and Poor’s and a Ba2 rating, negative outlook by Moody Investor Services.

 

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, as well as certain financial metrics. 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.

 

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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 “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “should,” “will,”  and other similar words or phrases, or the negative thereof, unless the context requires otherwise.  These statements reflect management’s 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 and maturing programs;

 

·             our ability to perform our obligations and manage costs related to our new and maturing commercial, business aircraft and military development programs and the related recurring production;

 

·             margin pressures and the potential for additional forward losses on new and maturing programs;

 

·             our ability to accommodate, and the cost of accommodating, announced increases in the build rates of certain aircraft;

 

·             the effect on business and commercial aircraft demand and build rates of the following factors: changing customer preferences for business aircraft, including the effect of global economic conditions on the business aircraft market, expanding conflicts or political unrest in the Middle East or Asia and the impact of continuing instability in global financial and credit markets;

 

·             customer cancellations or deferrals as a result of global economic uncertainty;

 

·             the success and timely execution of key milestones such as certification and first delivery of Airbus’ A350 XWB aircraft program, receipt of necessary regulatory approvals and customer adherence to their announced schedules;

 

·             our ability to successfully negotiate future pricing under our supply agreements with Boeing;

 

·             our ability to enter into profitable supply arrangements with additional customers;

 

·             the ability of all parties to satisfy their performance requirements under existing supply contracts with Boeing and Airbus, our two major customers, and other customers and the risk of nonpayment by such customers;

 

·             any adverse impact on Boeing’s and Airbus’ production of aircraft resulting from cancellations, deferrals or reduced orders by their customers or from labor disputes or acts of terrorism;

 

·             any adverse impact on the demand for air travel or our operations from the outbreak of diseases or epidemic or pandemic outbreaks;

 

·             returns on pension plan assets and the impact of future discount rate changes on pension obligations;

 

·             our ability to borrow additional funds or refinance debt;

 

·             our ability to sell all or any portion of our Oklahoma sites on terms acceptable to us;

 

·             competition from commercial aerospace original equipment manufacturers and other aerostructures suppliers;

 

·             the effect of governmental laws, such as U.S. export control laws and U.S. and foreign anti-bribery laws such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and environmental laws and agency regulations, both in the U.S. and abroad;

 

·             any reduction in our credit ratings;

 

·             the cost and availability of raw materials and purchased components;

 

·             our ability to recruit and retain highly-skilled employees and our relationships with the unions representing many of our employees;

 

50



 

·             spending by the U.S. and other governments on defense;

 

·             the possibility that our cash flows and borrowing facilities may not be adequate for our additional capital needs or for payment of interest on and principal of our indebtedness;

 

·             our exposure under our existing senior secured revolving credit facility to higher interest payments should interest rates increase substantially;

 

·             the effectiveness of any interest rate hedging programs;

 

·             the effectiveness of our internal control over financial reporting;

 

·             the outcome or impact of ongoing or future litigation, claims and regulatory actions; and

 

·             our exposure to potential product liability and warranty claims.

 

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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2013 Form 10-K for a more complete discussion of these and other factors that may affect our business.

 

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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 2013 Form 10-K which could materially affect our business, financial condition or results of operations.  There have been no material changes in our market risk since the filing of our 2013 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 April 3, 2014 in order to reach a conclusion on whether 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.

 

Based on their evaluation, our President and Chief Executive Officer and Senior Vice President and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of April 3, 2014, because of the material weaknesses in our internal control over financial reporting as discussed in more detail in our 2013 Annual Report on Form 10-K under Part II, Item 9A.  Management has begun implementation of the remediation plan described in our 2013 Form 10-K to address these material weaknesses and is monitoring that implementation.

 

Changes in Internal Control over Financial Reporting

 

During the first quarter of 2014, several of our sites were implementing a new enterprise resource planning (ERP) system.  This conversion affected certain general ledger functions and resulted in changes to processes and controls as we migrated from legacy systems to the new ERP platforms.  Other than this item, there were no changes in our internal control over financial reporting that occurred during the first quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

52



 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Information regarding any recent material development relating to our legal proceedings since the filing of our 2013 Form 10-K is included in Note 21 to our condensed consolidated financial statements included in Part I of this Quarterly Report and incorporated herein by reference.

 

Item 1A. Risk Factors

 

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 2013 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 Company’s risk factors previously disclosed in our 2013 Form 10-K.

 

Our fixed-price contracts and requirements to re-negotiate pricing at specified times may commit us to unfavorable terms.

 

We provide most of our products and services through long-term contracts in which the pricing terms are fixed based on certain production volumes. Accordingly, there is the risk that we will not be able to sustain a cost structure that is consistent with assumptions used in bidding on contracts. Increased or unexpected costs may reduce our profit margins or cause us to sustain losses on these contracts. Other than certain increases in raw material costs which can be passed on to our customers, in most instances we must fully absorb cost overruns, notwithstanding the difficulty of estimating all of the costs we will incur in performing these contracts and in projecting the ultimate level of sales that we may achieve. Our failure to anticipate technical problems, estimate delivery reductions, estimate costs accurately or control costs during performance of a fixed-price contract may reduce the profitability of a contract or cause a loss.

 

This risk particularly applies to products such as the Boeing B787, for which we had delivered one hundred ninety-five production articles as of April 3, 2014 since the inception of the program, and in respect of which our performance at the contracted price depends on our being able to achieve production cost reductions as we gain production experience (although Spirit can recoup from Boeing half of any overruns within a certain percentage of shipset prices).  When we negotiated the B787-8 pricing under the B787 Amendment, we assumed that a contractually mandated joint-effort by Boeing and Spirit to reduce costs and increase production efficiency, as well as favorable trends in volume, learning curve efficiencies and future pricing from suppliers would reduce our production costs over the life of the B787 program, thus maintaining or improving the margin on each B787 we produced. Pricing for the initial configuration of the B787-8 is generally established through 2021, with prices decreasing as cumulative volume levels are achieved.  Prices are subject to adjustment for abnormal inflation (above a specified level in any year) and for certain production, schedule and other specific changes.  The B787 Supply Agreement provides that initial prices for the B787-9 and B787-10 are to be determined by a procedure set out in the B787 Supply Agreement, and to be documented by amendment once that amendment has been agreed to by the parties.  The parties have engaged in discussions concerning how to determine initial B787-9 and B787-10 prices, and have not yet reached agreement. Our ability to obtain fair and equitable prices for subsequent models could impact the profitability of the overall program.  Additionally, we cannot give any assurance that our development of new technologies or capabilities will be successful or that we will be able to reduce our B787 production costs over the life of the program. A failure to reduce production costs or to obtain pricing as we have anticipated could result in the need to record additional forward losses for this program.

 

Many of our other production cost estimates also contain pricing terms which anticipate cost reductions over time. In addition, although we have entered into these fixed price contracts with our customers, they may nonetheless seek to re-negotiate pricing with us in the future. Any such higher costs or re-negotiations could materially adversely affect our profitability, margins and revenues.

 

Certain of our long-term supply agreements provide for re-negotiation of established pricing terms at specified times. In particular, pricing terms under our supply agreement with Boeing for the B737, B747, B767 and B777 platforms, which accounted for 66% of our net revenues in the first quarter of 2014, expired in May 2013, thus activating interim pricing provisions under the Supply Agreement.  On April 8, 2014, the parties agreed on pricing through December 31, 2015.  We are required to negotiate the pricing beyond 2015 in good faith. Until we are able to agree upon future pricing, pricing beyond 2015 will be determined according to then-existing prices, adjusted using a quantity-based price adjustment formula and specified annual escalation.  If we agree on future pricing that provides us with operating margins that are lower than those which we currently experience, or if we are unable to agree on future pricing terms and the default pricing terms remain in effect for an extended period of time, our business, financial condition and results of operations could be materially adversely affected.

 

53



 

We may be required to repay Boeing up to approximately $600.2 million of advance payments related to the B787 Supply Agreement. The advances must be repaid in the event that Boeing does not take delivery of a sufficient number of shipsets prior to the termination of the aircraft program.

 

In December 2010, Spirit and Boeing entered into a memorandum of agreement and a settlement agreement regarding certain claims associated with the development and production of the B787 airplane. As part of these agreements, Spirit received a payment in December 2010, which was recorded as deferred revenue (short-term) within the consolidated balance sheet pending finalization of a contract amendment which would contain the final settlement terms.

 

On May 12, 2011, Boeing and Spirit entered into the B787 Amendment, which finalized the provisions of the memorandum of agreement. Based on the terms of the B787 Amendment, the payment received by Spirit in December 2010 was reclassified from deferred revenue to revenue, and certain advance payments received by Spirit were also reclassified to revenue. The B787 Amendment also spread out repayment of a $700.0 million cash advance made by Boeing to Spirit in 2007 to be offset against the purchase price of the first 1,000 B787 shipsets delivered to Boeing, instead of the first 500 shipsets. On April 8, 2014, the parties agreed to suspend advance repayments for a period of twelve months beginning April 1, 2014, which repayments will be made by offset against the purchase price for shipset 1,001 and beyond.

 

In the event Boeing does not take delivery of a sufficient number of shipsets to repay the full amount of advances prior to the termination of the B787 program or 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 on December 15th of each year until the advance payments have been fully recovered by Boeing.

 

Accordingly, portions of the advance repayment liability are included as current and long-term liabilities in our consolidated balance sheet.

 

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Item 6.   Exhibits

 

Article I.
Exhibit
Number

 

Section 1.01 Exhibit

10.1†

 

Employment Agreement between Spirit AeroSystems, Inc. and Samantha Marnick, effective as of February 22, 2006 and annual Executive Compensation Letter, dated May 3, 2013.

 

 

 

31.1*

 

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 

 

 

31.2*

 

Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 

 

 

32.1**

 

Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

 

 

32.2**

 

Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

 

 

101.INS@*

 

XBRL Instance Document.

 

 

 

101.SCH@*

 

XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL@*

 

XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF@*

 

XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB@*

 

XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

101.PRE@*

 

XBRL Taxonomy Extension Presentation Linkbase Document.

 


 

Indicates management contract or compensation plan or arrangement

 

 

 

*

 

Filed herewith

 

 

 

**

 

Furnished herewith

 

55



 

Signatures

 

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

 

Title

 

Date

 

 

 

 

 

/s/ Sanjay Kapoor

 

Senior Vice President and Chief Financial

 

May 2, 2014

Sanjay Kapoor

 

Officer (Principal Financial Officer)

 

 

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Mark J. Suchinski

 

Vice President and Corporate Controller

 

May 2, 2014

Mark J. Suchinski

 

(Principal Accounting Officer)

 

 

 

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Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of the 22nd day of February, 2006 (the “Effective Date”), is by and between SPIRIT AEROSYSTMES, INC., a Delaware coiporation (the “Company”), and SAMANTHA MARNICK (“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 as its Director Communications and Employee Engagement and to perform such other services as the Company may direct; and

 

WHEREAS, in the course of performing her 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 Company’s 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.

 

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 Director Communications and Employee Engagement, 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 Company’s sole discretion at any time. Employee shall devote Employee’s full time to this employment,.

 

Section 2.                                            Performance . Employee shall use Employee’s 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.

 

Section 3.                                            Executive Incentive Plan . Upon entering into this Agreement, Employee shall invest not more than $50,000 in cash in exchange for shares of the Company’s parent’s common stock, which investment will be matched by the Company on a 4 to 1 basis by a grant of restricted shares, subject to and in accordance with the terms and conditions of the Company’s

 

1



 

Executive Incentive Plan (“EIP”). Such investment shall be made by the Company applying not more than $50,000 from the Sign-on-Bonus (as specified in Section 4(b) below). In connection with the foregoing and as a condition to the purchase of such shares, Employee agrees to execute such documents and take such other action as may reasonably be required by Company or the Company’s parent, including, but not limited to, executing a subscription agreement in a form satisfactory to the Company’s parent and executing a counterpart to the Investor Stockholders Agreement, dated as of June 16, 2005, by and between the Company’s parent and the stockholders of the Company’s parent.

 

Section 4.                                            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 him, 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 his undertakings and the services to be rendered by him:

 

(a)                                            Base Salary . Initially, Employee will be entitled to an annual salary of One Hundred Ninety Thousand Dollars ($190,000) (the “Base Salary”), which shall be paid in accordance with the Company’s policies and procedures. The Base Salary may not be reduced for any reason during the first two years of Employee’s employment with the Company unless the salaries of other comparable level executives with the Company are also reduced. Thereafter, the Employee’s base salary may be changed at annual intervals, based on Employee’s and Company’s performance, which may include, without limitation, participation in a period salary evaluation program on the same basis as other employees of the Company of similar position.

 

(b)                                            Sign on Bonus . On the Effective Date, the Company shall pay to Employee (or, as applicable, apply to the benefit of Employee as specified herein) an advance payment of (i) One Hundred Thousand Dollars ($100,000), and (ii) an amount equal to all taxes associated with Employee’s receipt of the foregoing payment so that after payment of all such taxes by Employee, Employee shall have the total amount of the foregoing payment; which advance payment shall be forgiven if Employee shall remain employed with the Company for a period of not less than one (1) year after the Effective Date. This advance payment shall also be forgiven if Employee is terminated without cause during the first year of this Agreement. Upon termination for cause within the first year of Employee’s employment with the Company, the Company may deduct from Employee’s paycheck(s) or other amounts owed Employee such advance payment (or any other advances previously made to Employee). To the extent that such deductions are insufficient to fully reimburse the Company, Employee shall be liable to the Company for the balance of the advances previously received.

 

(c)                                             Annual Incentive Compensation . Employee shall be provided target incentive compensation (either in cash, phantom stock, or Common Stock of the Company’s parent, as specified by the administrative committee of the Company’s Short-Term Incentive Plan (“STIP”)) pursuant to the terms and conditions of the STIP. Employee shall be treated as qualified to participate in the STIP during his first year of employment, even though he will not have been employed for an entire year at the time of such calculation and payment. The first year incentives shall include sixty percent (60%) of Base Salary in cash, stock, or phantom stock

 

2



 

if target incentives are reached or exceeded (without reduction for partial periods), but if the target incentives are not reached, Employee shall only be entitled to a target incentive compensation (if any) otherwise provided by Company policy.

 

(d)                                            Deferred Compensation Plan . From and after the Effective Date, Employee shall eligible to participate in the Mid-Western Aircraft Systems Holding, Inc. Deferred Compensation Plan (“DCP”) pursuant to the terms and conditions of the DCP.

 

(e)                                             Relocation Expenses . The Company will reimburse Employee’s reasonable expenses under the Company’s Relocation Procedure, Tier II for (1) moving Employee and Employee’s family and tangible personal property to Wichita, Kansas, and (2) reasonable temporary housing expenses in Wichita, Kansas for a period not to exceed December 31, 2006.

 

(f)                                              Other Benefit Plans . Employee shall also participate in the Company’s other employee benefit plans, policies, practices, and arrangements as the same may be offered to Employee from time to time, including without limitation 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, other arrangement, or any successors thereto, the STIP, the EIP, the DCP, and such other benefit plans (collectively hereinafter referred to as the “Benefit Plans”). The Employee’s 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.

 

(g)                                             Vacation . An amount of paid vacation to which an employee with fifteen (15) years of service with the Company is entitled to receive under the Company’s vacation policy (a minimum of four weeks), and all paid holidays given by the Company to employees in Employee’s position, or similar positions.

 

(h)                                            Fringe Benefits . All fringe benefits and perquisites all in accordance with the Company’s policies as the same may be amended from time to time.

 

(i)                                                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.

 

(j)                                               Expenses . During Employee’s 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 Company’s policies and procedures then in effect.

 

Section 5.                                            Restrictions .

 

(a)                                            Acknowledgements . Employee acknowledges and agrees that: (1) during the term of Employee’s employment, because of the nature of Employee’s responsibilities and the resources provided by the Company, Employee will acquire valuable and confidential skills, information, trade secrets, and relationships with respect to the Company’s business practices

 

3



 

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 Employee’s 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 Company’s affairs; (3) the Business involves the marketing and sale of the Company’s products and services to customers throughout the entire world, that the Company’s 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 Company’s domestic and international business; (4) it would be impossible or impractical for Employee to perform his duties for the Company without access to the Company’s confidential and proprietary information and contact with persons that are valuable to the goodwill of the Company. Employee acknowledges that if he went to work for or otherwise performs 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 be inevitable.

 

(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 Employee’s employment by the Company, and that the Company will suffer irreparable injury if Employee engages in conduct prohibited by this Agreement.

 

(c)                                             Non-Compete , (i) During the term of Employee’s employment by the Company, (ii) if Employee’s employment is terminated by Employee or by the Company with cause, then for a period of a period of two (2) years after such termination, or (iii) if Employee’s employment is terminated by the Company without cause prior to the expiration of the two (2) years following the Effective Date, then for a period of twelve (12) month after such termination: neither Employee, nor any other person or entity with Employee’s assistance, nor any entity in which Employee direcdy 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.

 

(d)                                            No Raiding . In addition, (i) during the term of Employee’s employment by the Company, (ii) if Employee’s employment is terminated by Employee or by the Company with cause, then for a period of a period of two (2) years after such termination, or (iii) if Employee’s employment is terminated by the Company without cause prior to the expiration of the two (2) years following the Effective Date, then for a period of twelve (12) month after such termination: neither the Employee nor any person or entity with his assistance nor any entity which the Employee or any person with his assistance or any person who he directly or indirectly controls shall, directly or indirectly, (1) solicit or take any action to induce any employee to quit or terminate their employment with the Company or the Company’s affiliates, or (2) employ as an

 

4



 

employee, independent contractor, consultant, or in any other position, any person who was an employee of the Company or the Company’s 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 Employee’s employment) use (other than for the benefit of the Company) or disclose to any other business entity proprietary or confidential information concerning the Company, the Company’s parent’s, or any of their affiliates, or the Company’s, the Company’s parent, or any of their affiliates’ trade secrets or inventions of which Employee has gained knowledge during his 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; (3) was obtained after his 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 5 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. 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.

 

Section 6.                                            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, but subject to the provisions of this Agreement. It is expressly understood that Employee’s employment is strictly “at will.”

 

(b)                                            Cause . At any time at the election of the Company for Cause. “Cause” for this puipose shall mean (i) Employee committing a material breach of this Agreement or acts involving moral turpitude, including fraud, dishonesty, disclosure of confidential information, or the commission of a felony, or direct and deliberate acts constituting a material breach of his duty of loyalty to the Company; (ii) Employee willfully or continuously refusing to perform the material duties reasonably assigned to him by the Company that are consistent with the provisions of this Agreement and not resulting from a Disability; or (iii) the inability of Employee to obtain and maintain appropriate United States security clearances.

 

(c)                                             Disability . Employee’s death or his being unable to render the services required to be rendered by him during the Employment Period for a period of one hundred eighty (180) days during any twelve-month period (“Disability”).

 

5



 

Section 7.                                            Effect of Termination .

 

(a)                                            If Employee’s employment is terminated (i) by Employee, or (ii) by the Company for Cause, the Company shall pay Employee’s 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), 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 Employee’s 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 his continuing obligations under Section 5, the Company shall (i) continue to pay Employee an amount equal to his Base Salary in effect immediately prior to the termination of his employment for a period of twelve (12) months (less any amounts the Company may off-set or deduct as specified in this Agreement), and (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. Except as may otherwise be expressly provided in this Agreement or in any Benefit Plan, the Company shall have no further obligation to Employee.

 

(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 Employee’s possession or under his 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)                                            The obligations of Section 5 through Section 10 of this Agreement shall survive the expiration or termination of this Agreement.

 

Section 8.                                            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 Employee’s experience and/or abilities are such that observance of the covenants contained in this Agreement will not cause Employee any undue hardship nor will they unreasonably interfere with Employee’s ability to earn a livelihood.

 

Section 9.                                            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

 

6



 

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 9(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 of this Agreement, 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’ fee 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 9(a) and Section 9(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 Company or Employee, 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 Employee’s or the Company’s 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.

 

(d)                                            Injunctions . Notwithstanding anything to the contrary contained in this Section 9, 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

 

7



 

submit the Disputes for non-binding mediation under Section 9(a) and then for arbitration under Section 9(b) on the merits as provided herein if such Disputes cannot be resolved through mediation.

 

Section 10.                                     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: Janet S. Nicolson

3801 S.Oliver

P.O. Box 780008, Mail Code KI5-19

Wichita, KS 67278-0008

Facsimile Number: (316) 523-2823

or such other person or address as designated in writing to Employee.

 

To Employee:

SAMANTHA MARNICK

at her last known residence address or to such other address as designated by him 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 Employee’s beneficiaries or legal representatives, except by will, by the laws of descent and distribution, or inter vivos revocable living grantor trust as Employee’s 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 Employee’s heirs, legatees, 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 Employee’s 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

 

8



 

conditions at the same time or at any prior to subsequent time. The validity, inteipretation, 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 Company’s parent shall govern issues related to the issuance of shares of its Common Stock. Except as provided in Section 9, 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.

 

[continues on next page]

 

9



 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date and year first written above.

 

 

SPIRIT AEROSYSTEMS, INC.

 

 

 

 

 

By:

/s/ Janet S. Nicolson

 

Name: Janet S. Nicolson

 

Title: Sr. Vice President Human Resources

 

 

 

“Company”

 

 

 

/s/ Samantha Marnick

 

Samantha Marnick

 

 

 

“Employee”

 

10


 


 

P.O. Box 780008

+

Wichita Ks 67278-0008

 

 

May 3 rd , 2013

 

Dear Sam,

 

I would like to take this opportunity to thank and recognize you for your performance contributions, effort and results, which have made a positive impact within the Spirit team.

 

Effective May 3 rd , 2013, your Executive Compensation will be adjusted as noted below:

 

Current Base Salary:

 

$

300,000

 

New Base Salary:

 

$

330,000

 

 

 

 

 

Current Short-Term Incentive Plan (STIP):

 

100

%

New Short-Term Incentive Plan (STIP):

 

120

%

 

 

 

 

Current Long-Term Incentive Plan (LTIP):

 

120

%

New Long-Term Incentive Plan (LTIP):

 

150

%

 

 

 

 

Current Total Direct Compensation (TDC):

 

$

960,000

 

Your new Total Direct Compensation (TDC):

 

$

1,221,000

 

 

In addition, we would like to award you with an immediate LTIP grant based on 150% of your new annual base salary. The number of shares will be granted to you under the LTIP and will be calculated on May 7 th , 2013 (the third trading day after the quarterly analyst call). For purposes of the vesting schedule below, the “Effective Grant Date” will be aligned with the May 7, 2013 grants.

 

Years of service

 

After Effective Grant Date

 

Interest in Shares

 

Less than 2

 

0

%

2 but less than 3

 

33

%

3 but less than 4

 

66

%

4 or more

 

100

%

 

As you know, Spirit’s primary focus in 2013 is about execution, increasing productivity while reducing cost, and engaging the team. We must all perform with excellence in everything we do, which will drive value to our stakeholders.

 

Once again, thank you and congratulations. I look forward to strong performance and achieving our goals in 2013 and beyond.

 

Sincerely,

 

 

Larry Lawson,

President and Chief Executive Officer

 


 

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, Larry A. Lawson, 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.

 

 

 

/s/ Larry A. Lawson

 

Larry A. Lawson

 

President and Chief Executive Officer

 

Date: May 2, 2014

 


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, Sanjay Kapoor, 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.

 

 

 

/s/ Sanjay Kapoor

 

Sanjay Kapoor

 

Senior Vice President and Chief Financial Officer

 

Date: May 2, 2014

 


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 April 3, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Larry A. Lawson, 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/ Larry A. Lawson

 

Larry A. Lawson

 

President and Chief Executive Officer

 

Date: May 2, 2014

 


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 April 3, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sanjay Kapoor, 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/ Sanjay Kapoor

 

Sanjay Kapoor

 

Senior Vice President and Chief Financial Officer

 

Date: May 2, 2014