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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2014
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Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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20-2436320
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(State of Incorporation)
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(I.R.S. Employer
Identification Number)
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3801 South Oliver
Wichita, Kansas 67210
(Address of principal executive offices and zip code)
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Registrant's telephone number, including area code:
(316) 526-9000
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Class A Common Stock, $0.01 par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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Page
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•
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our ability to continue to grow our business and execute our growth strategy, including the timing, execution, and profitability of new and maturing programs;
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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;
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margin pressures and the potential for additional forward losses on new and maturing programs;
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our ability to accommodate, and the cost of accommodating, announced increases in the build rates of certain aircraft;
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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 and expanding conflicts or political unrest in the Middle East or Asia;
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customer cancellations or deferrals as a result of global economic uncertainty;
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the effect of economic conditions in the industries and markets in which we operate in the U.S. and globally and any changes therein, including fluctuations in foreign currency exchange rates;
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the success and timely execution of key milestones such as receipt of necessary regulatory approvals and customer adherence to their announced schedules;
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our ability to successfully negotiate future pricing under our supply agreements with Boeing, Airbus and our other customers;
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our ability to enter into profitable supply arrangements with additional customers;
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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;
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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;
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any adverse impact on the demand for air travel or our operations from the outbreak of diseases or epidemic or pandemic outbreaks;
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our ability to avoid or recover from cyber-based or other security attacks, information technology failures or other disruptions;
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returns on pension plan assets and the impact of future discount rate changes on pension obligations;
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our ability to borrow additional funds or refinance debt;
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competition from commercial aerospace original equipment manufacturers and other aerostructures suppliers;
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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;
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any reduction in our credit ratings;
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the cost and availability of raw materials and purchased components;
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our ability to recruit and retain highly-skilled employees and our relationships with the unions representing many of our employees;
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spending by the U.S. and other governments on defense;
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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;
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our exposure under our existing senior secured revolving credit facility to higher interest payments should interest rates increase substantially;
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the effectiveness of any interest rate hedging programs;
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the effectiveness of our internal control over financial reporting;
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the outcome or impact of ongoing or future litigation, claims and regulatory actions; and
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our exposure to potential product liability and warranty claims.
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(1)
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fails to deliver products as required by the Supply Agreement;
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(2)
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fails to provide certain "assurances of performance" required by the Supply Agreement;
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(3)
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breaches the provisions of the Supply Agreement relating to intellectual property and proprietary information;
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(4)
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participates in the sale, purchase or manufacture of airplane parts without the required approval of the Federal Aviation Administration, or FAA, or appropriate foreign regulatory agency;
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(5)
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fails under certain requirements to maintain a system of quality assurance;
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(6)
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fails to comply with other obligations under the Supply Agreement (which breach continues for more than 10 days after notice is received from Boeing);
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(7)
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is unable to pay its debts as they become due, dissolves or declares bankruptcy; or
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(8)
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breaches the assignment provisions of the Supply Agreement (which breach continues for more than 10 days after notice is received from Boeing).
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(1)
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fails to deliver products as required by the B787 Supply Agreement;
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(2)
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breaches the provisions of the B787 Supply Agreement relating to intellectual property and proprietary information;
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(3)
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participates in the sale, purchase or manufacture of airplane parts without the required approval of the FAA or appropriate foreign regulatory agency;
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(4)
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fails under certain requirements to maintain a system of quality assurance;
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(5)
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fails to comply with other obligations under the B787 Supply Agreement (which breach continues for more than 15 days after notice is received from Boeing);
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(6)
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is unable to pay its debts as they become due, dissolves or declares bankruptcy;
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(7)
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fails to comply with U.S. export control laws; or
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(8)
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breaches the assignment provisions of the B787 Supply Agreement.
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Program Phases
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Life Cycle
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Aircraft Platform
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New
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Generally early in development phase
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Sikorsky CH53-K, Mitsubishi Regional
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Significant design evolution
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Jet, Bombardier CSeries, B737 Max,
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Typically has not achieved certifications
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B777X, A350 XWB-1000, Bell V280
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Maturing
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Generally in early production phase
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B787, Rolls-Royce BR725, KC-46,
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Typically certification is achieved in this phase
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A350 XWB-900
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Less design evolution than in new program phase
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Mature
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Generally at full-rate production
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B737NG, B747, B767, B777, A320
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Typically certification has been achieved
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Family, A330, A380, Boeing P-8
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Relatively stable design with less engineering change
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Product
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Description
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Aircraft Platform
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Fuselage Systems
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Forward Fuselage
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Forward section of fuselage which houses flight deck, passenger cabin and cargo area
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B737, B747, B767, B777, B787
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Other Fuselage Sections
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Mid-section and other sections of the fuselage and certain other structural components, including floor beams
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B737, B747, B777, A350 XWB
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Propulsion Systems
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Nacelles (including Thrust Reversers)
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Aerodynamic structure surrounding engines
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B737, B747, B767, B777, Rolls-Royce BR725 Engine (for Gulfstream G650)
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Struts/Pylons
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Structure that connects engine to the wing
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B737, B747, B767, B777, B787, Mitsubishi Regional Jet, Bombardier CSeries
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Wing Systems
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Flight Control Surfaces
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Flaps and slats
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B737, B777
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Wing Structures
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Wing framework which consists mainly of spars, ribs, fixed leading edge, stringers, trailing edges and flap track beams
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B737, B747, B767, B777, B787, A320 family, A330, A350 XWB, A380
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Product
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Description
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Military Platform
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Low Observables
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Radar absorbent and translucent materials
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Various
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Rotorcraft
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Forward cockpit and cabin
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Sikorsky CH-53K Development Program
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Fuselage
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Bell Helicopter V280 Development Program
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Other Military
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Fabrication, bonding, assembly, testing, tooling, processing, engineering analysis, and training
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Various
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Product
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Description
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Aircraft Platform
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Spares
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Provides replacement parts and components support for:
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B737 Classic, B737NG, B747, B757, B767, B777, Gulfstream G650 (nacelle), A320, A330, A340, A380
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Maintenance, Repair and Overhaul
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Certified repair stations that provide complete on-site repair and overhaul; maintains global partnerships to support MRO services
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B737, B747, B767, B777, B787 and G650 nacelles
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Rotable Assets
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Maintain a pool of rotable assets for sale, exchange and/or lease
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B737, B747, B767, B777
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Engineering Services
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Engineering, tooling and measurement services. On-call field service representatives.
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Multiple platforms
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Year Ended December 31, 2014
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Year Ended December 31, 2013
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Year Ended December 31, 2012
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Revenue Source
(1)
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Net Revenues
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Percent of
Total
Net Revenues
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Net Revenues
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Percent of
Total
Net Revenues
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Net Revenues
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Percent of
Total
Net Revenues
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|||||||||
United States
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$
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5,968.3
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88
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%
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$
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5,154.9
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87
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%
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$
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4,612.0
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85
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%
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International
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|||||||||
United Kingdom
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587.5
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8
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%
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559.7
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9
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%
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470.4
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9
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%
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Other
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243.4
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4
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%
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246.4
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4
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%
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315.3
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6
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%
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Total International
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830.9
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12
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%
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806.1
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13
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%
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785.7
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15
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%
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Total Revenues
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$
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6,799.2
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100
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%
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$
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5,961.0
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100
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%
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$
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5,397.7
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100
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%
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(1)
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Revenues are attributable to countries based on the destination where goods are delivered.
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•
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composites design and manufacturing processes;
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•
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leading mechanized and automated assembly and fastening techniques;
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•
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large-scale skin fabrication using both metallic and composite materials;
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•
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chemical etching and metal bonding expertise;
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•
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monolithic structures technology; and
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•
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precision metal forming producing complex contoured shapes in sheet metal and extruded aluminum.
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•
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diversion of resources from the operation of the retained business in order to provide transition services to the buyer;
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•
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loss of key employees;
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•
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difficulties in the separation of operations, services, products and personnel; and
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•
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damage to our existing customer, supplier and other business relationships.
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•
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diversion of resources and management’s attention from the operation of our business;
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•
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negative effects on our reported results of operations from disposition-related charges, amortization expenses related to intangibles, charges for impairment of long-term assets;
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•
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the need to agree to retain or assume certain current or future liabilities in order to complete the divestiture; and
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•
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the expenditure of substantial legal and other fees, which may be incurred whether or not a transaction is consummated
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•
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the destruction of or damage to our suppliers' facilities or their distribution infrastructure;
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•
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a work stoppage or strike by our suppliers' employees;
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•
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the failure of our suppliers to provide materials of the requisite quality or in compliance with specifications;
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•
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the failure of essential equipment at our suppliers' plants;
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•
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the failure of our suppliers to satisfy U.S. and international import and export control laws for goods that we purchase from such suppliers;
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•
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the failure of our suppliers to meet regulatory standards;
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•
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the failure, shortage or delay in the delivery of raw materials to our suppliers;
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•
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contractual amendments and disputes with our suppliers; and
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•
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inability of our suppliers to perform as a result of the weakened global economy or otherwise.
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•
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changes in regulatory requirements;
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•
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domestic and foreign government policies, including requirements to expend a portion of program funds locally and governmental industrial cooperation requirements;
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•
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fluctuations in foreign currency exchange rates;
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•
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the complexity and necessity of using foreign representatives and consultants;
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•
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uncertainties and restrictions concerning the availability of funding credit or guarantees;
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•
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imposition of tariffs and embargos, export controls and other trade restrictions;
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•
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the difficulty of management and operation of an enterprise spread over various countries;
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•
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compliance with a variety of foreign laws, as well as U.S. laws affecting the activities of U.S. companies abroad, including the Foreign Corrupt Practices Act, the U.K. Bribery Act and other applicable anti-bribery laws; and
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•
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economic and geopolitical developments and conditions, including international hostilities, acts of terrorism and governmental reactions, inflation, trade relationships and military and political alliances.
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•
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demands on management related to the increase in size after the transaction;
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•
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the diversion of management's attention from the management of daily operations to the integration of operations;
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•
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difficulties in the assimilation and retention of employees;
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•
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difficulties in the assimilation of different cultures and practices, as well as in the assimilation of geographically dispersed operations and personnel, who may speak different languages;
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•
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difficulties combining operations that use different currencies or operate under different legal structures;
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•
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difficulties in the integration of departments, systems (including accounting systems), technologies, books and records and procedures, as well as in maintaining uniform standards, controls (including internal accounting controls), procedures and policies;
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•
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compliance with the Foreign Corrupt Practices Act, the U.K. Bribery Act and other applicable anti-bribery laws; and
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•
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constraints (contractual or otherwise) limiting our ability to consolidate, rationalize and/or leverage supplier arrangements to achieve integration.
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•
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incur additional debt or issue preferred stock;
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•
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pay dividends or make distributions to our stockholders;
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•
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repurchase or redeem our capital stock;
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•
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make investments;
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•
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incur liens;
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•
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enter into transactions with our stockholders and affiliates;
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•
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sell certain assets;
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•
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acquire the assets of, or merge or consolidate with, other companies; and
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•
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incur restrictions on the ability of our subsidiaries to make distributions or transfer assets to us.
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•
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making it more difficult for us to satisfy our obligations with respect to our debt;
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•
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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, strategic acquisitions or other general corporate requirements;
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•
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requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes;
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•
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increasing our vulnerability to general adverse economic and industry conditions;
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•
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limiting our financial flexibility in planning for and reacting to changes in the industry in which we compete;
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•
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placing us at a disadvantage compared to other, less leveraged competitors;
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•
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having a material adverse effect on us if we fail to comply with the covenants in the senior secured credit facility or in the indentures governing our long-term bonds or in the instruments governing our other debt; and
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•
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increasing our cost of borrowing.
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•
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advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; and
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•
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the authority of the board of directors to issue, without stockholder approval, up to 10 million shares of preferred stock with such terms as the board of directors may determine and an additional 58,683,057 shares of class A common stock (net of shares issued but subject to vesting requirements under our benefit plans and shares reserved for issuance upon conversion of outstanding shares of class B common stock and shares issued pursuant to our Supplemental Executive Retirement Plan) and an additional 149,767,435 shares of class B common stock.
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•
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the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors; and
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•
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the requirement that we have a compensation committee that is composed entirely of independent directors.
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•
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actual or anticipated fluctuations in our operating results;
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•
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changes in aerostructures pricing;
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•
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our competitors' and customers' announcements of significant contracts, acquisitions or strategic investments;
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•
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changes in our growth rates or our competitors' and customers' growth rates;
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•
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the timing or results of regulatory submissions or actions with respect to our business;
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•
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our inability to finance or raise additional capital;
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•
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conditions of the aerostructure industry, in the financial markets, or economic conditions in general; and
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•
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changes in stock market analyst recommendations regarding our class A common stock, other comparable companies or the aerospace industry in general.
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Location
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Primary Use
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Approximate
Square Footage
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Owned/Leased
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United States
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Wichita, Kansas
(1)
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Primary Manufacturing
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11.1 million
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Owned/Leased
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Facility/Offices/Warehouse
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Chanute, Kansas
(2)
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Manufacturing Facility
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60,100
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Leased
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Tulsa, Oklahoma
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Manufacturing Facility
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1.8 million
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Leased
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McAlester, Oklahoma
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Manufacturing Facility
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135,300
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Owned
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Kinston, North Carolina
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Primary Manufacturing/Office/Warehouse
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764,000
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Leased
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Nashville, Tennessee
(3)
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Office
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15,300
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Leased
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United Kingdom
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|
|
|
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Prestwick, Scotland
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Manufacturing Facility
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908,200
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Owned
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Preston, England
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Administrative Offices
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29,900
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|
Leased
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Malaysia
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|
|
|
|
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Subang, Malaysia
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Manufacturing
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346,100
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Owned/Leased
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France
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|
|
|
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Saint-Nazaire, France
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Primary Manufacturing/Office
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58,800
|
|
Leased
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Toulouse, France
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Office
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3,400
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|
Leased
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(1)
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94% of the Wichita facility is owned.
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(2)
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Operation began in Q1 2012.
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(3)
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Operation began in Q2 2012.
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|
2014
|
|
2013
|
||||||||||||
Fiscal Quarter
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
1st
|
$
|
35.89
|
|
|
$
|
26.51
|
|
|
$
|
19.00
|
|
|
$
|
15.94
|
|
2nd
|
$
|
34.24
|
|
|
$
|
26.63
|
|
|
$
|
21.93
|
|
|
$
|
18.45
|
|
3rd
|
$
|
39.73
|
|
|
$
|
32.57
|
|
|
$
|
25.99
|
|
|
$
|
21.48
|
|
4th
|
$
|
45.32
|
|
|
$
|
34.84
|
|
|
$
|
34.18
|
|
|
$
|
23.54
|
|
Plan Category
|
Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available
for Future Issuances
Under the Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
|
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Restricted Stock Awards
|
|
|
|
|
|
|
||||
Equity compensation plans approved by security holders
(1)(2)
|
N/A
|
|
(3)
|
$
|
—
|
|
|
7,607,540
|
|
|
Equity compensation plans not approved by security holders
(2)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Total
|
N/A
|
|
(3)
|
$
|
—
|
|
|
7,607,540
|
|
|
(1)
|
Approved by previous security holders in place before our initial public offering. Amendments were approved by shareholders in 2008 and 2011. On April 30, 2014, the Company’s Board of Directors approved an Omnibus Incentive Plan (the “Omnibus Plan”), which replaces the Executive Incentive Plan, Short-Term Incentive Plan, Long-Term Incentive Plan and Director Stock Plan (collectively referred to as “Prior Plans”). The Omnibus Plan was subsequently approved by the Company’s stockholders at the Company’s 2014 annual stockholder’s meeting. No new awards will be granted under the Prior Plans. Outstanding awards under the Prior Plans will continue to be governed by the terms of such plans until exercised, expired, or otherwise terminated or canceled. The adoption of the Omnibus Plan was non-dilutive to the Company's stockholders.
|
(2)
|
Our equity compensation plan provides for the issuance of incentive awards to officers, directors, employees and consultants in the form of stock appreciation rights, restricted stock, restricted stock units and deferred stock, in lieu of cash compensation.
|
(3)
|
There are 2,281,691 class A shares outstanding under the Omnibus Incentive Plan as of December 31, 2014.
|
|
INDEXED RETURNS
Years Ending
|
||||||||||||||||
Company/Index
|
Base
Period
12/31/09
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
||||||
Spirit AeroSystems Holdings, Inc
.
|
100
|
|
|
104.78
|
|
|
104.63
|
|
|
85.45
|
|
|
171.60
|
|
|
216.72
|
|
S&P 500 Index
|
100
|
|
|
115.06
|
|
|
117.49
|
|
|
136.30
|
|
|
180.44
|
|
|
205.14
|
|
S&P 500 Aerospace & Defense Index
|
100
|
|
|
115.11
|
|
|
121.19
|
|
|
138.83
|
|
|
215.08
|
|
|
239.67
|
|
|
Spirit Holdings
|
||||||||||||||||||
|
Twelve Months Ended
|
||||||||||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||
|
(Dollars in millions, except per share data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
6,799.2
|
|
|
$
|
5,961.0
|
|
|
$
|
5,397.7
|
|
|
$
|
4,863.8
|
|
|
$
|
4,172.4
|
|
Cost of sales
(1)
|
5,711.0
|
|
|
6,059.5
|
|
|
5,245.3
|
|
|
4,312.1
|
|
|
3,607.9
|
|
|||||
Selling, general and administrative expenses
(2)
|
233.8
|
|
|
200.8
|
|
|
172.2
|
|
|
159.9
|
|
|
156.0
|
|
|||||
Impact from severe weather event
|
—
|
|
|
30.3
|
|
|
(146.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Research and development
|
29.3
|
|
|
34.7
|
|
|
34.1
|
|
|
35.7
|
|
|
51.5
|
|
|||||
Loss on divestiture of programs
(3)
|
471.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income (loss)
|
354.0
|
|
|
(364.3
|
)
|
|
92.3
|
|
|
356.1
|
|
|
357.0
|
|
|||||
Interest expense and financing fee amortization
|
(88.1
|
)
|
|
(70.1
|
)
|
|
(82.9
|
)
|
|
(77.5
|
)
|
|
(59.1
|
)
|
|||||
Interest income
|
0.6
|
|
|
0.3
|
|
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
|||||
Other (loss) income, net
|
(4.1
|
)
|
|
3.3
|
|
|
1.8
|
|
|
1.4
|
|
|
(0.4
|
)
|
|||||
Income (loss) before income taxes and equity in net income (loss) of affiliates
|
262.4
|
|
|
(430.8
|
)
|
|
11.4
|
|
|
280.3
|
|
|
297.8
|
|
|||||
Income tax benefit (provision)
|
95.9
|
|
|
(191.1
|
)
|
|
24.1
|
|
|
(86.9
|
)
|
|
(78.2
|
)
|
|||||
Equity in net income (loss) of affiliates
|
0.5
|
|
|
0.5
|
|
|
(0.7
|
)
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|||||
Net income (loss)
|
$
|
358.8
|
|
|
$
|
(621.4
|
)
|
|
$
|
34.8
|
|
|
$
|
192.4
|
|
|
$
|
218.9
|
|
Net income (loss) per share, basic
|
$
|
2.55
|
|
|
$
|
(4.40
|
)
|
|
$
|
0.24
|
|
|
$
|
1.36
|
|
|
$
|
1.56
|
|
Shares used in per share calculation, basic
|
140.0
|
|
|
141.3
|
|
|
140.7
|
|
|
139.2
|
|
|
137.9
|
|
|||||
Net income (loss) per share, diluted
|
$
|
2.53
|
|
|
$
|
(4.40
|
)
|
|
$
|
0.24
|
|
|
$
|
1.35
|
|
|
$
|
1.55
|
|
Shares used in per share calculation, diluted
|
141.6
|
|
|
141.3
|
|
|
142.7
|
|
|
142.3
|
|
|
141.0
|
|
|
Spirit Holdings
|
||||||||||||||||||
|
Twelve Months Ended
|
||||||||||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash flow provided by (used in) operating activities
|
$
|
361.6
|
|
|
$
|
260.6
|
|
|
$
|
544.4
|
|
|
$
|
(47.3
|
)
|
|
$
|
125.1
|
|
Cash flow used in investing activities
|
$
|
(239.6
|
)
|
|
$
|
(268.2
|
)
|
|
$
|
(248.8
|
)
|
|
$
|
(249.2
|
)
|
|
$
|
(288.4
|
)
|
Cash flow (used in) provided by financing activities
|
$
|
(164.2
|
)
|
|
$
|
(13.9
|
)
|
|
$
|
(34.6
|
)
|
|
$
|
(6.7
|
)
|
|
$
|
277.4
|
|
Capital expenditures
|
$
|
(220.2
|
)
|
|
$
|
(234.2
|
)
|
|
$
|
(236.1
|
)
|
|
$
|
(249.7
|
)
|
|
$
|
(288.1
|
)
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
377.9
|
|
|
$
|
420.7
|
|
|
$
|
440.7
|
|
|
$
|
177.8
|
|
|
$
|
481.6
|
|
Accounts receivable, net
|
$
|
605.6
|
|
|
$
|
550.8
|
|
|
$
|
420.7
|
|
|
$
|
267.2
|
|
|
$
|
200.2
|
|
Inventories, net
|
$
|
1,753.0
|
|
|
$
|
1,842.6
|
|
|
$
|
2,410.8
|
|
|
$
|
2,630.9
|
|
|
$
|
2,507.9
|
|
Property, plant & equipment, net
|
$
|
1,783.6
|
|
|
$
|
1,803.3
|
|
|
$
|
1,698.5
|
|
|
$
|
1,615.7
|
|
|
$
|
1,470.0
|
|
Total assets
|
$
|
5,162.7
|
|
|
$
|
5,107.2
|
|
|
$
|
5,415.3
|
|
|
$
|
5,042.4
|
|
|
$
|
5,102.0
|
|
Total debt
|
$
|
1,153.5
|
|
|
$
|
1,167.3
|
|
|
$
|
1,176.2
|
|
|
$
|
1,200.9
|
|
|
$
|
1,196.8
|
|
Long-term debt
|
$
|
1,144.1
|
|
|
$
|
1,150.5
|
|
|
$
|
1,165.9
|
|
|
$
|
1,152.0
|
|
|
$
|
1,187.3
|
|
Total equity
|
$
|
1,622.0
|
|
|
$
|
1,481.0
|
|
|
$
|
1,996.9
|
|
|
$
|
1,964.7
|
|
|
$
|
1,810.9
|
|
(1)
|
Included in 2014 costs of sales are favorable changes in estimates totaling $86.5 million. Included in 2013 cost of sales are forward loss charges of
$1,133.3 million
. Included in 2012 cost of sales are forward loss charges of $644.7 million. Included in 2011 cost of sales are forward loss charges of $132.1 million. Included in 2010 cost of sales are charges of $18.9 million related to the grant of shares to employees represented by the IAM in connection with the ratification of a new ten-year labor contract on June 25, 2010, $6.5 million in early retirement incentives for members represented by the IAM who made elections to retire in 2010, and $3.3 million in grants of shares to employees represented by the UAW in connection with the ratification of a new ten-year labor contract on December 18, 2010. Also included in 2010 cost of sales is a $2.8 million forward loss on the G280 wing program. Includes cumulative catch-up adjustments of $60.4 million, $95.5 million, $14.7 million, $13.8 million, and ($23.2) million for periods prior to the twelve months ended December 31, 2014, 2013, 2012, 2011 and 2010, respectively.
|
(2)
|
Includes non-cash stock compensation expenses of
$16.4 million
, $19.6 million, $15.3 million, $11.1 million and $7.9 million for the respective periods starting with the twelve months ended December 31, 2014.
|
(3)
|
On December 8, 2014, Spirit entered into an Asset Purchase Agreement with Triumph Aerostructures - Tulsa, LLC, a wholly-owned subsidiary of Triumph Group Inc. ("Triumph"), to sell Spirit’s G280 and G650 programs, consisting of the design, manufacture and support of structural components for the Gulfstream G280 and G650 aircraft in Spirit’s facilities in Tulsa, Oklahoma to Triumph. The transaction closed on December 30, 2014.
|
|
Twelve Months Ended
|
||||||||||
|
December 31, 2014
(1)
|
|
December 31, 2013
(1)(2)
|
|
December 31, 2012
(2)
|
||||||
|
($ in millions)
|
||||||||||
Net revenues
|
$
|
6,799.2
|
|
|
$
|
5,961.0
|
|
|
$
|
5,397.7
|
|
Cost of sales
|
5,711.0
|
|
|
6,059.5
|
|
|
5,245.3
|
|
|||
Selling, general and administrative expenses
|
233.8
|
|
|
200.8
|
|
|
172.2
|
|
|||
Impact from severe weather event
|
—
|
|
|
30.3
|
|
|
(146.2
|
)
|
|||
Research and development
|
29.3
|
|
|
34.7
|
|
|
34.1
|
|
|||
Loss on divestiture of programs (see Note 28)
|
471.1
|
|
|
—
|
|
|
—
|
|
|||
Operating income (loss)
|
354.0
|
|
|
(364.3
|
)
|
|
92.3
|
|
|||
Interest expense and financing fee amortization
|
(88.1
|
)
|
|
(70.1
|
)
|
|
(82.9
|
)
|
|||
Interest income
|
0.6
|
|
|
0.3
|
|
|
0.2
|
|
|||
Other (expense) income, net
|
(4.1
|
)
|
|
3.3
|
|
|
1.8
|
|
|||
Income (loss) before income taxes and equity in net income (loss) of affiliate
|
262.4
|
|
|
(430.8
|
)
|
|
11.4
|
|
|||
Income tax benefit (provision)
|
95.9
|
|
|
(191.1
|
)
|
|
24.1
|
|
|||
Income (loss) before equity in net income (loss) of affiliate
|
358.3
|
|
|
(621.9
|
)
|
|
35.5
|
|
|||
Equity in net income (loss) of affiliate
|
0.5
|
|
|
0.5
|
|
|
(0.7
|
)
|
|||
Net income (loss)
|
$
|
358.8
|
|
|
$
|
(621.4
|
)
|
|
$
|
34.8
|
|
(1)
|
See "Twelve Months Ended December 31, 2014 as Compared to Twelve Months Ended December 31, 2013" for detailed discussion of operating data.
|
(2)
|
See "Twelve Months Ended December 31, 2013 as Compared to Twelve Months Ended December 31, 2012" for detailed discussion of operating data.
|
|
Twelve Months Ended
|
|||||||
Model
|
December 31,
2014
|
|
December 31,
2013
|
|
December 31,
2012
|
|||
B737
|
493
|
|
|
442
|
|
|
417
|
|
B747
|
18
|
|
|
19
|
|
|
24
|
|
B767
|
14
|
|
|
15
|
|
|
25
|
|
B777
|
99
|
|
|
99
|
|
|
86
|
|
B787
|
118
|
|
|
65
|
|
|
43
|
|
Total Boeing
|
742
|
|
|
640
|
|
|
595
|
|
A320 Family
(1)
|
505
|
|
|
506
|
|
|
468
|
|
A330/340
|
113
|
|
|
113
|
|
|
97
|
|
A350
|
16
|
|
|
8
|
|
|
3
|
|
A380
|
29
|
|
|
34
|
|
|
24
|
|
Total Airbus
|
663
|
|
|
661
|
|
|
592
|
|
Business/Regional Jets
|
140
|
|
|
97
|
|
|
84
|
|
Total
|
1,545
|
|
|
1,398
|
|
|
1,271
|
|
(1)
|
2013 and 2012 A320 deliveries have been updated for the purpose of measuring wing shipset deliveries, from weighted average to total shipset.
|
|
Twelve Months Ended
|
||||||||||
Prime Customer
|
December 31,
2014
|
|
December 31,
2013
|
|
December 31,
2012
|
||||||
Boeing
|
$
|
5,619.9
|
|
|
$
|
5,022.6
|
|
|
$
|
4,533.2
|
|
Airbus
|
710.4
|
|
|
595.1
|
|
|
466.1
|
|
|||
Gulfstream
|
228.7
|
|
|
138.6
|
|
|
165.1
|
|
|||
Sikorsky
|
29.0
|
|
|
14.7
|
|
|
26.2
|
|
|||
Other
(1)
|
211.2
|
|
|
190.0
|
|
|
207.1
|
|
|||
Total net revenues
|
$
|
6,799.2
|
|
|
$
|
5,961.0
|
|
|
$
|
5,397.7
|
|
(1)
|
Includes aftermarket sales
|
|
Twelve Months Ended
|
||||||||||
|
December 31,
2014
|
|
December 31,
2013
|
|
December 31,
2012
|
||||||
|
($ in millions)
|
||||||||||
Segment Revenues
|
|
|
|
|
|
||||||
Fuselage Systems
|
$
|
3,354.9
|
|
|
$
|
2,861.1
|
|
|
$
|
2,590.6
|
|
Propulsion Systems
|
1,737.2
|
|
|
1,581.3
|
|
|
1,420.9
|
|
|||
Wing Systems
|
1,695.9
|
|
|
1,502.5
|
|
|
1,375.1
|
|
|||
All Other
|
11.2
|
|
|
16.1
|
|
|
11.1
|
|
|||
|
$
|
6,799.2
|
|
|
$
|
5,961.0
|
|
|
$
|
5,397.7
|
|
Segment Operating Income (Loss)
(1)
|
|
|
|
|
|
||||||
Fuselage Systems
|
$
|
557.3
|
|
|
$
|
89.6
|
|
|
$
|
412.3
|
|
Propulsion Systems
|
354.9
|
|
|
249.5
|
|
|
79.7
|
|
|||
Wing Systems
|
244.6
|
|
|
(402.1
|
)
|
|
(321.6
|
)
|
|||
All Other
|
3.4
|
|
|
4.4
|
|
|
1.0
|
|
|||
|
1,160.2
|
|
|
(58.6
|
)
|
|
171.4
|
|
|||
Unallocated corporate SG&A
(2)
|
(233.8
|
)
|
|
(200.8
|
)
|
|
(172.2
|
)
|
|||
Unallocated impact from severe weather event
(3)
|
—
|
|
|
(30.3
|
)
|
|
146.2
|
|
|||
Unallocated research and development
(4)
|
(29.3
|
)
|
|
(34.7
|
)
|
|
(34.1
|
)
|
|||
Unallocated cost of sales
(5)
|
(72.0
|
)
|
|
(39.9
|
)
|
|
(19.0
|
)
|
|||
Loss on divestiture of programs (see Note 28)
|
(471.1
|
)
|
|
—
|
|
|
—
|
|
|||
Total operating income (loss)
|
$
|
354.0
|
|
|
$
|
(364.3
|
)
|
|
$
|
92.3
|
|
(1)
|
Inclusive of forward losses and cumulative catch-up adjustments. These changes in estimate for the periods ended December 31, 2014, 2013 and 2012 are further detailed in the segment discussions below.
|
(2)
|
For 2013, corporate SG&A of $6.8 million, $5.6 million and $6.9 million was reclassified from segment operating income for Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation. For 2012, corporate SG&A of $7.1 million, $2.7 million and $7.1 million was reclassified from segment operating income for the Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation.
|
(3)
|
For 2012, gain includes a $234.9 million insurance settlement amount, offset by $88.7 million of costs incurred related to the April 14, 2012 severe weather event. Costs include assets impaired by the storm, clean-up costs, repair costs and incremental labor, freight and warehousing costs associated with the impacts of the storm.
|
(4)
|
For 2013, research and development of $12.7 million, $8.1 million and $5.0 million was reclassified from segment operating income for Fuselage, Propulsion and Wing Systems, respectively, to conform to current year presentation. For 2012, research
|
(5)
|
Includes charges of $52.7 million, $6.0 million and $10.3 million related to warranty reserve, reduction in workforce and unallocated inventory write-offs in 2014. Inclusive of charges of $38.1 million, $17.8 million and $1.6 million related to warranty reserve adjustments, reduction in workforce and early retirement incentives in 2013. Also, includes gains related to pension activity of $15.4 million in 2013. Includes charges in 2012 of $3.6 million related to asset impairments, $2.2 million related to stock incentives for certain UAW-represented employees and $2.1 million in early retirement incentives to eligible employees.
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
($ in millions)
|
||||||||||
Net income (loss)
|
$
|
358.8
|
|
|
$
|
(621.4
|
)
|
|
$
|
34.8
|
|
Adjustments to reconcile net income (loss)
|
665.9
|
|
|
343.0
|
|
|
66.8
|
|
|||
Changes in working capital
|
(663.1
|
)
|
|
539.0
|
|
|
442.8
|
|
|||
Net cash provided by operating activities
|
361.6
|
|
|
260.6
|
|
|
544.4
|
|
|||
Net cash used in investing activities
|
(239.6
|
)
|
|
(268.2
|
)
|
|
(248.8
|
)
|
|||
Net cash used in financing activities
|
(164.2
|
)
|
|
(13.9
|
)
|
|
(34.6
|
)
|
|||
Effect of exchange rate change on cash and cash equivalents
|
(0.6
|
)
|
|
1.5
|
|
|
1.9
|
|
|||
Net (decrease) increase in cash and cash equivalents for the period
|
(42.8
|
)
|
|
(20.0
|
)
|
|
262.9
|
|
|||
Cash and cash equivalents, beginning of period
|
420.7
|
|
|
440.7
|
|
|
177.8
|
|
|||
Cash and cash equivalents, end of period
|
$
|
377.9
|
|
|
$
|
420.7
|
|
|
$
|
440.7
|
|
Pricing Tier
|
Debt-to-EBITDA
Ratio
|
|
Commitment
Fee
|
|
Letter of
Credit
Fee
|
|
Eurodollar
Rate Loans
|
|
Base Rate
Loans
|
||||
1
|
≥3.0:1
|
|
0.450
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
1.50
|
%
|
2
|
<3.0:1 but ≥2.25:1
|
|
0.375
|
%
|
|
2.25
|
%
|
|
2.25
|
%
|
|
1.25
|
%
|
3
|
<2.25:1 but ≥1.75:1
|
|
0.300
|
%
|
|
2.00
|
%
|
|
2.00
|
%
|
|
1.00
|
%
|
4
|
<1.75:1
|
|
0.250
|
%
|
|
1.75
|
%
|
|
1.75
|
%
|
|
0.75
|
%
|
Senior Secured Leverage Ratio
|
|
Shall not exceed 2.75:1.0
|
Interest Coverage Ratio
|
|
Shall not be less than 4.0:1.0
|
Total Leverage Ratio
|
|
Shall not exceed 4.0:1.0
|
Contractual Obligations
(
1)(2)
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and
After
|
|
Total
|
||||||||||||||||
Principal payment on term loan
|
$
|
5.5
|
|
|
$
|
5.5
|
|
|
$
|
5.5
|
|
|
$
|
5.5
|
|
|
$
|
5.5
|
|
|
$
|
507.4
|
|
|
$
|
—
|
|
|
$
|
534.9
|
|
Interest on debt
(3)
|
17.5
|
|
|
20.5
|
|
|
24.8
|
|
|
27.1
|
|
|
28.1
|
|
|
22.6
|
|
|
—
|
|
|
140.6
|
|
||||||||
Long-term bonds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300.0
|
|
|
300.0
|
|
|
600.0
|
|
||||||||
Interest on long-term bonds
|
35.8
|
|
|
36.8
|
|
|
36.2
|
|
|
36.3
|
|
|
36.3
|
|
|
36.3
|
|
|
24.0
|
|
|
241.7
|
|
||||||||
Principal payment on Malaysian term loan
|
3.1
|
|
|
3.0
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
||||||||
Interest on Malaysian loan
|
0.3
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||||
Non-cancelable capital lease payments
|
0.8
|
|
|
0.9
|
|
|
0.9
|
|
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|
9.0
|
|
|
14.6
|
|
||||||||
Non-cancelable operating lease payments
|
16.1
|
|
|
10.5
|
|
|
4.3
|
|
|
3.2
|
|
|
2.3
|
|
|
1.6
|
|
|
12.8
|
|
|
50.8
|
|
||||||||
Other
|
5.4
|
|
|
4.0
|
|
|
1.3
|
|
|
0.4
|
|
|
0.3
|
|
|
0.3
|
|
|
8.3
|
|
|
20.0
|
|
||||||||
Purchase obligations
(4)
|
124.8
|
|
|
32.7
|
|
|
13.7
|
|
|
12.2
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
185.3
|
|
||||||||
Total
|
$
|
209.3
|
|
|
$
|
114.1
|
|
|
$
|
87.3
|
|
|
$
|
85.7
|
|
|
$
|
75.4
|
|
|
$
|
869.2
|
|
|
$
|
354.1
|
|
|
$
|
1,795.1
|
|
(1)
|
Does not include repayment of $581.1 million of B787 advances or deferred revenue credits to Boeing, or $224.3 million of Airbus advances, which are reflected in our consolidated balance sheet as short-term and long-term liabilities. See Note 10, "Advance Payments and Deferred Revenue/Credits."
|
(2)
|
The $3.8 million of unrecognized tax benefit liability for uncertain tax positions has been excluded from this table due to uncertainty involving the ultimate settlement period. See Note 18, "Income Taxes."
|
(3)
|
Interest on our Term Loan B was calculated for all years using the three-month LIBOR yield curve as of December 31, 2014 plus applicable margin.
|
(4)
|
Purchase obligations represent computing, tooling, and property, plant and equipment commitments as of December 31, 2014.
|
Notional Amount
(1)
|
Expires
|
|
Variable Rate
|
|
Fixed Rate
(2)
|
|
Effective
Fixed Rate
(3)
|
|
Fair Value,
December 31, 2014
|
$250 million
|
September 2018
|
|
1 Month LIBOR
|
|
1.636%
|
|
4.136%
|
|
($1.1) million
|
(1)
|
The notional amount will reduce to
$150.0
million in September 2017.
|
(2)
|
The fixed rate represents the rate at which interest is paid by the Company pursuant to the terms of its interest rate swap agreement.
|
(3)
|
The effective Term B fixed interest rate represents the fixed rate of the derivative instrument plus the
250
basis point margin above the greater of 1-month LIBOR or
75
basis points.
|
|
Page
|
Consolidated Financial Statements of Spirit AeroSystems Holdings, Inc. for the periods ended December 31, 2014, December 31, 2013 and December 31, 2012
|
|
Consolidated Statements of Comprehensive
Income (Loss)
|
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||
|
($ in millions, except per share data)
|
||||||||||
Net Revenues
|
$
|
6,799.2
|
|
|
$
|
5,961.0
|
|
|
$
|
5,397.7
|
|
Operating costs and expenses
|
|
|
|
|
|
||||||
Cost of sales
|
5,711.0
|
|
|
6,059.5
|
|
|
5,245.3
|
|
|||
Selling, general and administrative
|
233.8
|
|
|
200.8
|
|
|
172.2
|
|
|||
Impact from severe weather event
|
—
|
|
|
30.3
|
|
|
(146.2
|
)
|
|||
Research and development
|
29.3
|
|
|
34.7
|
|
|
34.1
|
|
|||
Loss on divestiture of programs (see Note 28)
|
471.1
|
|
|
—
|
|
|
—
|
|
|||
Total operating costs and expenses
|
6,445.2
|
|
|
6,325.3
|
|
|
5,305.4
|
|
|||
Operating income (loss)
|
354.0
|
|
|
(364.3
|
)
|
|
92.3
|
|
|||
Interest expense and financing fee amortization
|
(88.1
|
)
|
|
(70.1
|
)
|
|
(82.9
|
)
|
|||
Interest income
|
0.6
|
|
|
0.3
|
|
|
0.2
|
|
|||
Other (expense) income, net
|
(4.1
|
)
|
|
3.3
|
|
|
1.8
|
|
|||
Income (loss) before income taxes and equity in net income (loss) of affiliates
|
262.4
|
|
|
(430.8
|
)
|
|
11.4
|
|
|||
Income tax benefit (provision)
|
95.9
|
|
|
(191.1
|
)
|
|
24.1
|
|
|||
Income (loss) before equity in net income (loss) of affiliates
|
358.3
|
|
|
(621.9
|
)
|
|
35.5
|
|
|||
Equity in net income (loss) of affiliates
|
0.5
|
|
|
0.5
|
|
|
(0.7
|
)
|
|||
Net income (loss)
|
$
|
358.8
|
|
|
$
|
(621.4
|
)
|
|
$
|
34.8
|
|
Earnings (loss) per share
|
|
|
|
|
|
||||||
Basic
|
$
|
2.55
|
|
|
$
|
(4.40
|
)
|
|
$
|
0.24
|
|
Diluted
|
$
|
2.53
|
|
|
$
|
(4.40
|
)
|
|
$
|
0.24
|
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||
|
($ in millions)
|
||||||||||
Net income (loss)
|
$
|
358.8
|
|
|
$
|
(621.4
|
)
|
|
$
|
34.8
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Unrealized (loss) on interest rate swaps, net of tax effect of zero for all respective periods
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|||
Less: reclassification adjustment for loss realized in net income, net of tax effect of zero, zero, $1.7, respectively
|
—
|
|
|
—
|
|
|
2.9
|
|
|||
Net (loss) gain on interest rate swaps
|
(1.1
|
)
|
|
—
|
|
|
2.9
|
|
|||
Less: reclassification adjustment for loss realized in net income, net of tax effect of zero for all respective periods
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Net gain on foreign currency hedge contracts
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Pension, SERP, and Retiree medical adjustments, net of tax effect of $1.3, ($51.5), $19.5, respectively
|
(78.0
|
)
|
|
84.8
|
|
|
(30.5
|
)
|
|||
Unrealized foreign exchange (loss) gain on intercompany loan, net of tax effect of $1.0, $0.4, $0.8, respectively
|
(3.5
|
)
|
|
1.2
|
|
|
2.2
|
|
|||
Foreign currency translation adjustments
|
(16.6
|
)
|
|
4.6
|
|
|
6.3
|
|
|||
Total other comprehensive (loss) income
|
(99.2
|
)
|
|
90.6
|
|
|
(19.0
|
)
|
|||
Total comprehensive income (loss)
|
$
|
259.6
|
|
|
$
|
(530.8
|
)
|
|
$
|
15.8
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
($ in millions)
|
||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
377.9
|
|
|
$
|
420.7
|
|
Accounts receivable, net
|
605.6
|
|
|
550.8
|
|
||
Inventory, net
|
1,753.0
|
|
|
1,842.6
|
|
||
Deferred tax asset-current
|
53.2
|
|
|
26.9
|
|
||
Other current assets
|
262.4
|
|
|
103.2
|
|
||
Total current assets
|
3,052.1
|
|
|
2,944.2
|
|
||
Property, plant and equipment, net
|
1,783.6
|
|
|
1,803.3
|
|
||
Pension assets
|
203.4
|
|
|
252.6
|
|
||
Other assets
|
123.6
|
|
|
107.1
|
|
||
Total assets
|
$
|
5,162.7
|
|
|
$
|
5,107.2
|
|
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
611.2
|
|
|
$
|
753.7
|
|
Accrued expenses
|
329.1
|
|
|
220.6
|
|
||
Profit sharing
|
111.8
|
|
|
38.4
|
|
||
Current portion of long-term debt
|
9.4
|
|
|
16.8
|
|
||
Advance payments, short-term
|
118.6
|
|
|
133.5
|
|
||
Deferred revenue, short-term
|
23.4
|
|
|
19.8
|
|
||
Deferred grant income liability — current
|
10.2
|
|
|
8.6
|
|
||
Other current liabilities
|
45.1
|
|
|
144.2
|
|
||
Total current liabilities
|
1,258.8
|
|
|
1,335.6
|
|
||
Long-term debt
|
1,144.1
|
|
|
1,150.5
|
|
||
Advance payments, long-term
|
680.4
|
|
|
728.9
|
|
||
Pension/OPEB obligation
|
73.0
|
|
|
69.8
|
|
||
Deferred grant income liability — non-current
|
96.1
|
|
|
108.2
|
|
||
Deferred revenue and other deferred credits
|
27.5
|
|
|
30.9
|
|
||
Other liabilities
|
260.8
|
|
|
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, 141,084,378 and 120,946,429 shares issued, respectively
|
1.4
|
|
|
1.2
|
|
||
Common stock, Class B par value $0.01, 150,000,000 shares authorized, 4,745 and 23,851,694 shares issued, respectively
|
—
|
|
|
0.2
|
|
||
Additional paid-in capital
|
1,035.6
|
|
|
1,025.0
|
|
||
Accumulated other comprehensive loss
|
(153.8
|
)
|
|
(54.6
|
)
|
||
Retained earnings
|
867.5
|
|
|
508.7
|
|
||
Treasury stock, at cost (4,000,000 and zero shares, respectively)
|
(129.2
|
)
|
|
—
|
|
||
Total shareholders' equity
|
1,621.5
|
|
|
1,480.5
|
|
||
Noncontrolling interest
|
0.5
|
|
|
0.5
|
|
||
Total equity
|
1,622.0
|
|
|
1,481.0
|
|
||
Total liabilities and equity
|
$
|
5,162.7
|
|
|
$
|
5,107.2
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings/
Accumulated
Deficit
|
|
|
|||||||||||||
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Total
|
|||||||||||||||||
|
($ in millions, except share data)
|
|||||||||||||||||||||
Balance — December 31, 2011
|
142,865,643
|
|
|
$
|
1.4
|
|
|
$
|
995.9
|
|
|
$
|
(126.2
|
)
|
|
$
|
1,093.1
|
|
|
$
|
1,964.2
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.8
|
|
|
34.8
|
|
|||||
Employee equity awards
|
905,438
|
|
|
—
|
|
|
15.3
|
|
|
—
|
|
|
—
|
|
|
15.3
|
|
|||||
Stock forfeitures
|
(123,439
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
SERP shares issued
|
49,536
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.0
|
)
|
|
—
|
|
|
(19.0
|
)
|
|||||
Balance — December 31, 2012
|
143,697,178
|
|
|
1.4
|
|
|
1,012.3
|
|
|
(145.2
|
)
|
|
1,127.9
|
|
|
1,996.4
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(621.4
|
)
|
|
(621.4
|
)
|
|||||
Equity in joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
2.2
|
|
|||||
Employee equity awards
|
1,979,066
|
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
—
|
|
|
12.6
|
|
|||||
Stock forfeitures
|
(668,263
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net shares settled
|
(240,359
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
SERP shares issued
|
30,501
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
90.6
|
|
|
—
|
|
|
90.6
|
|
|||||
Balance — December 31, 2013
|
144,798,123
|
|
|
1.4
|
|
|
1,025.0
|
|
|
(54.6
|
)
|
|
508.7
|
|
|
1,480.5
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
358.8
|
|
|
358.8
|
|
|||||
Employee equity awards
|
719,214
|
|
|
—
|
|
|
8.2
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|||||
Stock forfeitures
|
(249,444
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net shares settled
|
(256,332
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Excess tax benefits from share-based payment arrangements
|
77,562
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|||||
Treasury shares
|
(4,000,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129.2
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(99.2
|
)
|
|
—
|
|
|
(99.2
|
)
|
|||||
Balance — December 31, 2014
|
141,089,123
|
|
|
$
|
1.4
|
|
|
$
|
1,035.6
|
|
|
$
|
(153.8
|
)
|
|
$
|
867.5
|
|
|
$
|
1,621.5
|
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||
|
($ in millions)
|
||||||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
358.8
|
|
|
$
|
(621.4
|
)
|
|
$
|
34.8
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation expense
|
170.2
|
|
|
158.2
|
|
|
151.1
|
|
|||
Amortization expense
|
5.8
|
|
|
3.1
|
|
|
5.1
|
|
|||
Amortization of deferred financing fees
|
23.3
|
|
|
6.7
|
|
|
14.6
|
|
|||
Accretion of customer supply agreement
|
1.1
|
|
|
0.6
|
|
|
0.2
|
|
|||
Employee stock compensation expense
|
16.4
|
|
|
19.6
|
|
|
15.3
|
|
|||
Excess tax benefit of share-based payment arrangements
|
(2.6
|
)
|
|
(0.6
|
)
|
|
(1.2
|
)
|
|||
Loss from interest rate swaps
|
0.5
|
|
|
—
|
|
|
5.2
|
|
|||
Gain from hedge contracts
|
(1.4
|
)
|
|
(2.6
|
)
|
|
(1.5
|
)
|
|||
Loss (gain) from foreign currency transactions
|
10.5
|
|
|
(2.6
|
)
|
|
(5.6
|
)
|
|||
Loss on divestiture of programs
|
471.1
|
|
|
—
|
|
|
—
|
|
|||
Loss on disposition of assets
|
13.7
|
|
|
0.1
|
|
|
14.1
|
|
|||
Deferred taxes
|
(8.4
|
)
|
|
202.8
|
|
|
(120.1
|
)
|
|||
Long-term tax (benefit) provision
|
(1.2
|
)
|
|
(2.5
|
)
|
|
3.6
|
|
|||
Pension and other post retirement benefits, net
|
(24.0
|
)
|
|
(32.0
|
)
|
|
(8.9
|
)
|
|||
Grant income
|
(8.6
|
)
|
|
(7.3
|
)
|
|
(5.8
|
)
|
|||
Equity in net (income) loss of affiliates
|
(0.5
|
)
|
|
(0.5
|
)
|
|
0.7
|
|
|||
Changes in assets and liabilities
|
|
|
|
|
|
||||||
Accounts receivable
|
(64.7
|
)
|
|
(128.5
|
)
|
|
(151.1
|
)
|
|||
Inventory, net
|
(332.2
|
)
|
|
666.0
|
|
|
228.3
|
|
|||
Accounts payable and accrued liabilities
|
(22.1
|
)
|
|
94.2
|
|
|
109.8
|
|
|||
Profit sharing/deferred compensation
|
73.8
|
|
|
10.0
|
|
|
4.7
|
|
|||
Advance payments
|
(52.9
|
)
|
|
(41.9
|
)
|
|
239.6
|
|
|||
Income taxes receivable/payable
|
(177.9
|
)
|
|
(82.2
|
)
|
|
(4.3
|
)
|
|||
Deferred revenue and other deferred credits
|
2.2
|
|
|
(0.2
|
)
|
|
(12.4
|
)
|
|||
Cash transferred on divestiture of programs
|
(160.0
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
70.7
|
|
|
21.6
|
|
|
28.2
|
|
|||
Net cash provided by operating activities
|
361.6
|
|
|
260.6
|
|
|
544.4
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
(220.2
|
)
|
|
(234.2
|
)
|
|
(236.1
|
)
|
|||
Purchase of property, plant and equipment — severe weather event (see Note 4)
|
—
|
|
|
(38.4
|
)
|
|
(12.9
|
)
|
|||
Proceeds from sale of assets
|
0.5
|
|
|
0.7
|
|
|
1.6
|
|
|||
Change in Restricted Cash
|
(19.9
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
3.7
|
|
|
(1.4
|
)
|
|||
Net cash used in investing activities
|
(239.6
|
)
|
|
(268.2
|
)
|
|
(248.8
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from revolving credit facility
|
—
|
|
|
—
|
|
|
170.0
|
|
|||
Payments on revolving credit facility
|
—
|
|
|
—
|
|
|
(170.0
|
)
|
|||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
547.6
|
|
|||
Principal payments of debt
|
(16.8
|
)
|
|
(10.4
|
)
|
|
(571.0
|
)
|
|||
Proceeds from issuance of bonds
|
300.0
|
|
|
—
|
|
|
—
|
|
|||
Payments on bonds
|
(300.0
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit of share-based payment arrangements
|
2.6
|
|
|
0.6
|
|
|
1.2
|
|
|||
Debt issuance and financing costs
|
(20.8
|
)
|
|
(4.1
|
)
|
|
(12.4
|
)
|
|||
Purchase of treasury stock
|
(129.2
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(164.2
|
)
|
|
(13.9
|
)
|
|
(34.6
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(0.6
|
)
|
|
1.5
|
|
|
1.9
|
|
|||
Net (decrease) increase in cash and cash equivalents for the period
|
(42.8
|
)
|
|
(20.0
|
)
|
|
262.9
|
|
|||
Cash and cash equivalents, beginning of period
|
420.7
|
|
|
440.7
|
|
|
177.8
|
|
|||
Cash and cash equivalents, end of period
|
$
|
377.9
|
|
|
$
|
420.7
|
|
|
$
|
440.7
|
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||
|
($ in millions)
|
||||||||||
Supplemental information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
69.2
|
|
|
$
|
68.0
|
|
|
$
|
69.7
|
|
Income taxes paid
|
$
|
91.1
|
|
|
$
|
69.4
|
|
|
$
|
96.7
|
|
Non-cash investing and financing activities
|
|
|
|
|
|
||||||
Property acquired through capital leases
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
2.6
|
|
|
Estimated Useful Life
|
Land improvements
|
20 years
|
Buildings
|
45 years
|
Machinery and equipment
|
3-20 years
|
Tooling — Airplane program — B787, Rolls-Royce
|
5-20 years
|
Tooling — Airplane program — all others
|
2-10 years
|
Capitalized software
|
3-7 years
|
Changes in Estimates
|
December 31, 2014
|
December 31, 2013
|
December 31, 2012
|
|||
Favorable (Unfavorable) Cumulative Catch-up Adjustment by Segment
|
|
|
|
|||
Fuselage
|
14.8
|
|
60.1
|
|
(2.4
|
)
|
Propulsion
|
18.8
|
|
30.0
|
|
7.3
|
|
Wing
|
26.8
|
|
5.4
|
|
9.8
|
|
Total Favorable Cumulative Catch-up Adjustment
|
60.4
|
|
95.5
|
|
14.7
|
|
|
|
|
|
|||
Reversal of Forward Loss (Forward loss) by Segment and Program
|
|
|
|
|||
Fuselage
|
|
|
|
|||
B747
|
6.7
|
|
(41.1
|
)
|
(6.4
|
)
|
B787
|
—
|
|
(333.1
|
)
|
—
|
|
B767
|
4.1
|
|
(4.1
|
)
|
—
|
|
Airbus A350 XWB non-recurring
|
—
|
|
(32.7
|
)
|
—
|
|
Airbus A350 XWB recurring
|
—
|
|
(78.6
|
)
|
—
|
|
Bell V280 helicopter
|
(0.9
|
)
|
—
|
|
—
|
|
Total Fuselage Reversal of Forward Loss (Forward Loss)
|
9.9
|
|
(489.6
|
)
|
(6.4
|
)
|
Propulsion
|
|
|
|
|||
B787
|
—
|
|
(30.6
|
)
|
—
|
|
B767
|
1.1
|
|
(12.3
|
)
|
(8.0
|
)
|
Rolls-Royce BR725
|
15.4
|
|
(13.3
|
)
|
(151.0
|
)
|
Total Propulsion Reversal of Forward Loss (Forward Loss)
|
16.5
|
|
(56.2
|
)
|
(159.0
|
)
|
Wing
|
|
|
|
|||
B747
|
—
|
|
—
|
|
(5.1
|
)
|
B787
|
—
|
|
(58.3
|
)
|
(184.0
|
)
|
Airbus A350 XWB non-recurring
|
—
|
|
—
|
|
(8.9
|
)
|
G280
|
(0.3
|
)
|
(240.9
|
)
|
(118.8
|
)
|
G650
|
—
|
|
(288.3
|
)
|
(162.5
|
)
|
Total Wing Forward Loss
|
(0.3
|
)
|
(587.5
|
)
|
(479.3
|
)
|
Total Reversal of Forward Loss (Forward Loss)
|
26.1
|
|
(1,133.3
|
)
|
(644.7
|
)
|
|
|
|
|
|||
Total Change in Estimates
|
86.5
|
|
(1,037.8
|
)
|
(630.0
|
)
|
EPS Impact (diluted per share based on statutory rates)
|
0.38
|
|
(4.61
|
)
|
(2.77
|
)
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Trade receivables
(1)(2)(3)
|
$
|
598.4
|
|
|
$
|
544.2
|
|
Other
|
7.7
|
|
|
6.8
|
|
||
Less: allowance for doubtful accounts
|
(0.5
|
)
|
|
(0.2
|
)
|
||
Accounts receivable, net
|
$
|
605.6
|
|
|
$
|
550.8
|
|
(1)
|
Includes unbilled receivables of
$26.0
and
$33.5
at
December 31, 2014
and
December 31, 2013
, respectively.
|
(2)
|
Includes
$135.1
held in retainage at
December 31, 2014
and
December 31, 2013
, respectively.
|
(3)
|
Includes
zero
and
$24.6
of withheld payments by a customer pending completion of retrofit work at December 31, 2014 and December 31, 2013, respectively.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Raw materials
|
$
|
254.5
|
|
|
$
|
240.2
|
|
Work-in-process
|
885.7
|
|
|
1,057.8
|
|
||
Finished goods
|
46.7
|
|
|
43.7
|
|
||
Product inventory
|
1,186.9
|
|
|
1,341.7
|
|
||
Capitalized pre-production
(1)
|
223.4
|
|
|
486.2
|
|
||
Deferred production
(2)
|
1,244.3
|
|
|
1,661.2
|
|
||
Forward loss provision
|
(901.6
|
)
|
|
(1,646.5
|
)
|
||
Total inventory, net
|
$
|
1,753.0
|
|
|
$
|
1,842.6
|
|
(1)
|
For December 31, 2013,
$17.9
of work-in-process was reclassified to capitalized pre-production.
|
(2)
|
For December 31, 2014,
$11.8
of deferred production was reclassified to work-in-process.
|
|
December 31, 2014
|
||||||||||||||||||||||
|
Product Inventory
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Inventory
|
|
Non-Recurring
|
|
Capitalized
Pre-Production
|
|
Deferred
Production
|
|
Forward Loss
Provision
(1)(2)
|
|
Total Inventory, net
December 31, 2014
|
||||||||||||
B787
|
227.9
|
|
|
—
|
|
|
102.7
|
|
|
551.6
|
|
|
(606.0
|
)
|
|
276.2
|
|
||||||
Boeing — All other platforms
(3)(4)
|
497.4
|
|
|
7.7
|
|
|
7.4
|
|
|
(8.9
|
)
|
|
(38.8
|
)
|
|
464.8
|
|
||||||
A350 XWB
(5)
|
148.7
|
|
|
35.6
|
|
|
76.4
|
|
|
607.6
|
|
|
(120.1
|
)
|
|
748.2
|
|
||||||
Airbus — All other platforms
|
82.1
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
87.7
|
|
||||||
Rolls-Royce
(7)
|
17.5
|
|
|
—
|
|
|
35.4
|
|
|
83.8
|
|
|
(136.7
|
)
|
|
—
|
|
||||||
Sikorsky
|
—
|
|
|
8.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
||||||
Bombardier C-Series
|
3.8
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
8.4
|
|
||||||
Aftermarket
|
45.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45.4
|
|
||||||
Other platforms
|
109.7
|
|
|
2.3
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
113.5
|
|
||||||
Total
|
$
|
1,132.3
|
|
|
$
|
54.6
|
|
|
$
|
223.4
|
|
|
$
|
1,244.3
|
|
|
$
|
(901.6
|
)
|
|
$
|
1,753.0
|
|
|
December 31, 2013
|
||||||||||||||||||||||
|
Product Inventory
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Inventory
|
|
Non-Recurring
|
|
Capitalized
Pre-Production |
|
Deferred
Production |
|
Forward Loss
Provision (1)(2) |
|
Total Inventory, net
December 31, 2013
|
||||||||||||
B787
|
263.9
|
|
|
14.7
|
|
|
158.2
|
|
|
597.3
|
|
|
(606.0
|
)
|
|
428.1
|
|
||||||
Boeing — All other platforms
(3)(4)
|
517.8
|
|
|
11.6
|
|
|
11.4
|
|
|
(20.7
|
)
|
|
(55.8
|
)
|
|
464.3
|
|
||||||
A350 XWB
(5)
|
166.7
|
|
|
42.5
|
|
|
76.5
|
|
|
388.8
|
|
|
(120.8
|
)
|
|
553.7
|
|
||||||
Airbus — All other platforms
|
83.2
|
|
|
—
|
|
|
—
|
|
|
18.8
|
|
|
—
|
|
|
102.0
|
|
||||||
G280
(6)
|
46.9
|
|
|
—
|
|
|
4.9
|
|
|
233.7
|
|
|
(285.5
|
)
|
|
—
|
|
||||||
G650
|
59.2
|
|
|
—
|
|
|
192.7
|
|
|
373.3
|
|
|
(450.8
|
)
|
|
174.4
|
|
||||||
Rolls-Royce
(7)
|
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
|
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, net of forward loss charge reversals, 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, non-recurring and inventory for the respective programs and are therefore not reflected as part of the Forward Loss Provision presented. The cumulative forward loss charges, net of contract liabilities, reflected within capitalized pre-production, non-recurring and inventory were
$3.0
,
$177.6
and
$29.0
for the A350 XWB, G280 and Sikorsky programs, respectively.
|
(3)
|
Forward loss charges recorded in prior periods on the fuselage portion of the B747 program exceeded the total inventory balance for the fuselage portion of the program. The excess of charge over program inventory is classified as a contract liability and reported in other current liabilities. The total contract liability was
zero
and
$3.9
as of December 31, 2014 and December 31, 2013, respectively.
|
(4)
|
Forward loss charges recorded in prior periods on the propulsion portion of the B767 program exceeded the inventory balance for the propulsion portion of the program. The excess of charge over program inventory is classified as a contract liability and reported in other current liabilities. The total contract liability was
$2.1
and
$5.8
as of December 31, 2014 and December 31, 2013, respectively.
|
(5)
|
In the fourth quarter of 2014, deferred production in the amount of
$11.8
was reclassified to non-recurring inventory. In 2013, non-recurring inventory in the amount of
$17.9
was reclassified to capitalized pre-production.
|
(6)
|
Forward loss charges recorded in prior periods on the G280 program exceeded the total inventory balance. The excess of charge over program inventory is classified as a contract liability and reported in other current liabilities. The total contract liability was
$74.2
as of December 31, 2013.
|
(7)
|
Forward loss charges recorded in prior periods on the Rolls-Royce BR725 program exceeded the total inventory balance. The excess of the charge over program inventory is classified as a contract liability and reported in other current liabilities. The total contract liability was
$12.2
and
$36.7
as of December 31, 2014 and December 31, 2013, respectively.
|
|
2014
(1)
|
|
2013
|
||||
Balance, January 1
|
$
|
486.2
|
|
|
$
|
524.6
|
|
Charges to costs and expenses
|
(265.3
|
)
|
|
(64.8
|
)
|
||
Capitalized costs
|
2.5
|
|
|
26.4
|
|
||
Balance, December 31
|
$
|
223.4
|
|
|
$
|
486.2
|
|
(1)
|
Decrease in capitalized pre-production primarily due to the divestiture of Gulfstream programs.
|
|
2014
(1)
|
|
2013
|
||||
Balance, January 1
|
$
|
1,661.2
|
|
|
$
|
1,173.8
|
|
Charges to costs and expenses
|
(1,179.2
|
)
|
|
(591.2
|
)
|
||
Capitalized costs
|
773.8
|
|
|
1,072.8
|
|
||
Exchange rate
|
(11.5
|
)
|
|
5.8
|
|
||
Balance, December 31
|
$
|
1,244.3
|
|
|
$
|
1,661.2
|
|
(1)
|
Decrease in deferred production primarily due to the divestiture of Gulfstream programs.
|
|
Contract Block
Quantity
|
|
Orders
(1)
|
||
B787
|
500
|
|
|
843
|
|
A350 XWB
|
400
|
|
|
780
|
|
Rolls-Royce
|
350
|
|
|
196
|
|
(1)
|
Orders are from the published firm-order backlogs of Airbus and Boeing. For all other programs, orders represent purchase orders received from OEMs and are not reflective of OEM sales backlog. Orders reported are total block orders, including delivered units.
|
Model
|
Current Block
Deliveries
|
|
B787
|
282
|
|
A350 XWB
|
27
|
|
Rolls-Royce
|
134
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Land
|
$
|
17.1
|
|
|
$
|
17.9
|
|
Buildings (including improvements)
|
572.9
|
|
|
566.0
|
|
||
Machinery and equipment
|
1,125.5
|
|
|
1,084.0
|
|
||
Tooling
|
841.2
|
|
|
801.6
|
|
||
Capitalized software
|
208.3
|
|
|
172.2
|
|
||
Construction-in-progress
|
138.3
|
|
|
130.2
|
|
||
Total
|
2,903.3
|
|
|
2,771.9
|
|
||
Less: accumulated depreciation
|
(1,119.7
|
)
|
|
(968.6
|
)
|
||
Property, plant and equipment, net
|
$
|
1,783.6
|
|
|
$
|
1,803.3
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Intangible assets
|
|
|
|
||||
Patents
|
$
|
1.9
|
|
|
$
|
1.9
|
|
Favorable leasehold interests
|
6.3
|
|
|
6.3
|
|
||
Customer relationships
|
26.9
|
|
|
28.7
|
|
||
Total intangible assets
|
35.1
|
|
|
36.9
|
|
||
Less: Accumulated amortization-patents
|
(1.5
|
)
|
|
(1.3
|
)
|
||
Accumulated amortization-favorable leasehold interest
|
(3.5
|
)
|
|
(3.1
|
)
|
||
Accumulated amortization-customer relationships
|
(26.9
|
)
|
|
(27.8
|
)
|
||
Intangible assets, net
|
3.2
|
|
|
4.7
|
|
||
Deferred financing
|
|
|
|
||||
Deferred financing costs
|
101.2
|
|
|
80.5
|
|
||
Less: Accumulated amortization-deferred financing costs
(1)
|
(79.5
|
)
|
|
(56.3
|
)
|
||
Deferred financing costs, net
|
21.7
|
|
|
24.2
|
|
||
Other
|
|
|
|
||||
Goodwill — Europe
|
2.9
|
|
|
3.0
|
|
||
Equity in net assets of affiliates
|
1.9
|
|
|
1.4
|
|
||
Customer supply agreement
(2)
|
34.3
|
|
|
37.6
|
|
||
Restricted Cash (see Note 21)
|
19.9
|
|
|
—
|
|
||
Other
|
39.7
|
|
|
36.2
|
|
||
Total
|
$
|
123.6
|
|
|
$
|
107.1
|
|
(1)
|
Includes charges related to debt extinguishment of
$15.1
for the period ended December 31, 2014.
|
(2)
|
Under an agreement with the Company's customer Airbus, certain payments accounted for as consideration given by the Company to Airbus are being amortized as a reduction to net revenues.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
B737
|
$
|
16.2
|
|
|
$
|
18.7
|
|
B787
|
581.1
|
|
|
600.2
|
|
||
A350 XWB
|
224.3
|
|
|
243.9
|
|
||
Airbus — All other platforms
|
4.1
|
|
|
7.3
|
|
||
Gulfstream
|
4.4
|
|
|
22.0
|
|
||
Other
|
19.8
|
|
|
21.0
|
|
||
Total advance payments and deferred revenue/credits
|
$
|
849.9
|
|
|
$
|
913.1
|
|
|
2014
|
|
2013
|
||||
Balance, January 1
|
$
|
116.8
|
|
|
$
|
123.5
|
|
Grant liability amortized
|
(1.3
|
)
|
|
—
|
|
||
Grant income recognized
|
(7.3
|
)
|
|
(7.3
|
)
|
||
Exchange rate
|
(1.9
|
)
|
|
0.6
|
|
||
Total deferred grant income liability, December 31
|
$
|
106.3
|
|
|
$
|
116.8
|
|
|
2014
|
|
2013
|
||||
Beginning Balance, January 1
|
$
|
120.3
|
|
|
$
|
124.9
|
|
Amortization
|
(5.1
|
)
|
|
(5.1
|
)
|
||
Exchange rate
|
(2.0
|
)
|
|
0.5
|
|
||
Total asset value related to deferred grant income, December 31
|
$
|
113.2
|
|
|
$
|
120.3
|
|
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
|
||||||||||||||||||||||
|
December 31, 2014
|
|
At December 31, 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
|
$
|
88.3
|
|
|
$
|
88.3
|
|
|
$
|
—
|
|
|
$
|
88.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest Rate Swaps
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
Fair Value Measurements
|
||||||||||||||||||||||
|
December 31, 2013
|
|
At December 31, 2013 using
|
||||||||||||||||||||
Description
|
Total Carrying
Amount in Balance Sheet |
|
Assets
Measured at Fair Value |
|
Liabilities
Measured at Fair Value |
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||||||
Money Market Fund
|
$
|
293.3
|
|
|
$
|
293.3
|
|
|
$
|
—
|
|
|
$
|
293.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest Rate Swaps
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
|
Carrying
Amount |
|
Fair
Value |
|
||||||||
Senior secured term loan (including current portion)
|
$
|
534.4
|
|
|
$
|
527.1
|
|
(1)
|
|
$
|
538.2
|
|
|
$
|
541.9
|
|
(1)
|
Senior unsecured notes due 2017
|
—
|
|
|
—
|
|
(1)
|
|
296.4
|
|
|
309.0
|
|
(1)
|
||||
Senior unsecured notes due 2020
|
300.0
|
|
|
320.3
|
|
(1)
|
|
300.0
|
|
|
323.4
|
|
(1)
|
||||
Senior unsecured notes due 2022
|
299.5
|
|
|
304.7
|
|
(1)
|
|
—
|
|
|
—
|
|
(1)
|
||||
Malaysian loan
|
6.7
|
|
|
5.8
|
|
(2)
|
|
10.0
|
|
|
8.5
|
|
(2)
|
||||
Total
|
$
|
1,140.6
|
|
|
$
|
1,157.9
|
|
|
|
$
|
1,144.6
|
|
|
$
|
1,182.8
|
|
|
(1)
|
Level 1 Fair Value hierarchy
|
(2)
|
Level 2 Fair Value hierarchy
|
Notional Amount
(1)
|
|
Expires
|
|
Variable Rate
|
|
Fixed Rate
(2)
|
|
Effective
Fixed Rate
(3)
|
|
Fair Value,
December 31, 2014 |
||||
$
|
250.0
|
|
|
September 2018
|
|
1 Month LIBOR
|
|
1.636%
|
|
4.136%
|
|
$
|
(1.1
|
)
|
(1)
|
The notional amount will reduce to
$150.0
in September 2017.
|
(2)
|
The fixed rate represents the rate at which interest is paid by the Company pursuant to the terms of its interest rate swap agreement.
|
(3)
|
The effective Term B fixed interest rate represents the fixed rate of the derivative instrument plus the
250
basis point margin above the greater of 1-month LIBOR or
75
basis points.
|
|
Other Liability Derivatives
|
||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||
Derivatives designated as hedging instruments
|
|
|
|
||||
Interest rate swaps
|
|
|
|
||||
Current
|
$
|
1.1
|
|
|
$
|
1.4
|
|
Total derivatives designated as hedging instruments
|
1.1
|
|
|
1.4
|
|
||
Total derivatives
|
$
|
1.1
|
|
|
$
|
1.4
|
|
Derivatives in
Cash Flow Hedging Relationships |
Amount of Gain (Loss)
Recognized in OCI, net of tax, on Derivative (Effective Portion) |
|
Location of Gain (Loss) Reclassified from Accumulated
OCI into Income (Effective Portion) |
|
Amount of Gain (Loss)
Reclassified from Accumulated OCI into Income (Effective Portion) |
||||||||||||
|
For the Twelve Months Ended
|
|
|
|
For the Twelve Months Ended
|
||||||||||||
|
December 31,
2014 |
|
December 31,
2013 |
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||||||
Interest rate swaps
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
Total
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||
|
Current
|
Noncurrent
|
|
Current
|
Noncurrent
|
||||||||
Senior secured term loan
|
$
|
5.5
|
|
$
|
528.9
|
|
|
$
|
5.5
|
|
$
|
532.7
|
|
Senior notes due 2017
|
—
|
|
—
|
|
|
—
|
|
296.4
|
|
||||
Senior notes due 2020
|
—
|
|
300.0
|
|
|
—
|
|
300.0
|
|
||||
Senior notes due 2022
|
—
|
|
299.5
|
|
|
—
|
|
—
|
|
||||
Malaysian term loan
|
3.0
|
|
3.7
|
|
|
3.0
|
|
7.0
|
|
||||
Present value of capital lease obligations
|
0.9
|
|
12.0
|
|
|
1.1
|
|
14.2
|
|
||||
Other
|
—
|
|
—
|
|
|
7.2
|
|
0.2
|
|
||||
Total
|
$
|
9.4
|
|
$
|
1,144.1
|
|
|
$
|
16.8
|
|
$
|
1,150.5
|
|
Pricing Tier
|
Debt-to-EBITDA
Ratio
|
|
Commitment
Fee
|
|
Letter of
Credit
Fee
|
|
Eurodollar
Rate Loans
|
|
Base Rate
Loans
|
||||
1
|
≥3.0:1
|
|
0.450
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
1.50
|
%
|
2
|
<3.0:1 but ≥2.25:1
|
|
0.375
|
%
|
|
2.25
|
%
|
|
2.25
|
%
|
|
1.25
|
%
|
3
|
<2.25:1 but ≥1.75:1
|
|
0.300
|
%
|
|
2.00
|
%
|
|
2.00
|
%
|
|
1.00
|
%
|
4
|
<1.75:1
|
|
0.250
|
%
|
|
1.75
|
%
|
|
1.75
|
%
|
|
0.75
|
%
|
Senior Secured Leverage Ratio
|
|
Shall not exceed 2.75:1.0
|
Interest Coverage Ratio
|
|
Shall not be less than 4.0:1.0
|
Total Leverage Ratio
|
|
Shall not exceed 4.0:1.0
|
1.
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
2.
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
3.
|
If the Company chooses to stop participating in the multi-employer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
|
|
Pension Protection Act Zone Status
|
|
|
|
|
|
|
|
|
|
|
|
Expiration
Date of
Collective-
Bargaining
Agreement
|
||||||||
|
|
|
|
FIP/RP
Status
Pending/
Implemented
|
|
Contributions of the Company
|
|
|
|
||||||||||||||
|
EIN/Pension
Plan Number
|
|
|
Surcharge
Imposed
|
|
||||||||||||||||||
Pension Fund
|
2013
|
|
2014
|
|
2012
|
|
2013
|
|
2014
|
|
|||||||||||||
IAM National Pension Fund
|
51-60321295
|
|
Green
|
|
Green
|
|
No
|
|
$
|
25.9
|
|
|
$
|
27.9
|
|
|
$
|
33.1
|
|
|
No
|
|
IAM June 27, 2020
UAW November 30, 2020
|
Pension Fund
|
Year Company Contributions to Plan Exceeded More Than 5 Percent of
Total Contributions (as of December 31 of the Plan's Year-End)
|
||||||||||||||||||||||
IAM National Pension Fund
|
2012, 2013, 2014
|
|
Pension Benefits
|
|
Other
Post-Retirement
Benefits
|
||||||||||||
|
Periods Ended
December 31,
|
|
Periods Ended
December 31,
|
||||||||||||
U.S. Plans
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
949.4
|
|
|
$
|
1,080.3
|
|
|
$
|
71.6
|
|
|
$
|
75.7
|
|
Service cost
|
—
|
|
|
—
|
|
|
2.3
|
|
|
2.8
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Interest cost
|
45.9
|
|
|
42.9
|
|
|
2.7
|
|
|
2.1
|
|
||||
Actuarial (gains) and losses
|
173.2
|
|
|
(148.5
|
)
|
|
0.8
|
|
|
(8.6
|
)
|
||||
Special Termination Benefits
|
1.6
|
|
|
(4.1
|
)
|
|
1.7
|
|
|
—
|
|
||||
Benefits paid
|
(45.7
|
)
|
|
(21.2
|
)
|
|
(1.8
|
)
|
|
(0.4
|
)
|
||||
Projected benefit obligation at the end of the period
|
$
|
1,124.4
|
|
|
$
|
949.4
|
|
|
$
|
77.5
|
|
|
$
|
71.6
|
|
Assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
3.99
|
%
|
|
4.89
|
%
|
|
3.14
|
%
|
|
3.89
|
%
|
||||
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
Medical assumptions:
|
|
|
|
|
|
|
|
||||||||
Trend assumed for the year
|
N/A
|
|
|
N/A
|
|
|
7.62
|
%
|
|
8.05
|
%
|
||||
Ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
4.50
|
%
|
|
4.50
|
%
|
||||
Year that ultimate trend rate is reached
|
N/A
|
|
|
N/A
|
|
|
2030
|
|
|
2030
|
|
||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
1,179.3
|
|
|
$
|
1,149.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on assets
|
177.3
|
|
|
51.5
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions to plan
|
—
|
|
|
—
|
|
|
1.5
|
|
|
0.4
|
|
||||
Employee contributions to plan
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Benefits paid
|
(45.7
|
)
|
|
(21.2
|
)
|
|
(1.8
|
)
|
|
(0.4
|
)
|
||||
Expenses paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance
|
$
|
1,310.9
|
|
|
$
|
1,179.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reconciliation of funded status to net amounts recognized:
|
|
|
|
|
|
|
|
||||||||
Funded status (deficit)
|
$
|
186.5
|
|
|
$
|
230.0
|
|
|
$
|
(77.5
|
)
|
|
$
|
(71.6
|
)
|
Net amounts recognized
|
$
|
186.5
|
|
|
$
|
230.0
|
|
|
$
|
(77.5
|
)
|
|
$
|
(71.6
|
)
|
Amounts recognized in the balance sheet:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
187.8
|
|
|
$
|
231.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(0.1
|
)
|
|
—
|
|
|
(5.8
|
)
|
|
(2.9
|
)
|
||||
Noncurrent liabilities
|
(1.2
|
)
|
|
(1.1
|
)
|
|
(71.7
|
)
|
|
(68.7
|
)
|
||||
Net amounts recognized
|
$
|
186.5
|
|
|
$
|
230.0
|
|
|
$
|
(77.5
|
)
|
|
$
|
(71.6
|
)
|
Amounts not yet reflected in net periodic benefit cost and included in AOCI:
|
|
|
|
|
|
|
|
||||||||
Accumulated gain (loss)
|
(161.8
|
)
|
|
(89.7
|
)
|
|
3.4
|
|
|
4.2
|
|
||||
Accumulated other comprehensive income (AOCI)
|
$
|
(161.8
|
)
|
|
$
|
(89.7
|
)
|
|
$
|
3.4
|
|
|
$
|
4.2
|
|
Cumulative employer contributions in excess of net periodic benefit cost
|
348.3
|
|
|
319.7
|
|
|
(80.9
|
)
|
|
(75.8
|
)
|
||||
Net amount recognized in the balance sheet
|
$
|
186.5
|
|
|
$
|
230.0
|
|
|
$
|
(77.5
|
)
|
|
$
|
(71.6
|
)
|
Information for pension plans with benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation/APBO
|
$
|
1.3
|
|
|
$
|
1.1
|
|
|
$
|
77.5
|
|
|
$
|
71.6
|
|
Accumulated benefit obligation
|
1.3
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
||||||
|
Periods Ended
December 31,
|
||||||
U.K. Plans
|
2014
|
|
2013
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Beginning balance
|
$
|
78.3
|
|
|
$
|
70.3
|
|
Service cost
|
0.7
|
|
|
7.2
|
|
||
Interest cost
|
3.7
|
|
|
3.2
|
|
||
Employee contributions
|
—
|
|
|
0.1
|
|
||
Actuarial (gains) and losses
|
13.6
|
|
|
9.6
|
|
||
Benefits paid
|
(1.0
|
)
|
|
(0.6
|
)
|
||
Expense paid
|
(0.7
|
)
|
|
—
|
|
||
Plan Curtailments
|
—
|
|
|
(13.1
|
)
|
||
Exchange rate changes
|
(5.5
|
)
|
|
1.6
|
|
||
Projected benefit obligation at the end of the period
|
$
|
89.1
|
|
|
$
|
78.3
|
|
Assumptions used to determine benefit obligation:
|
|
|
|
||||
Discount rate
|
3.80
|
%
|
|
4.75
|
%
|
||
Rate of compensation increase
|
3.15
|
%
|
|
3.25
|
%
|
||
Change in fair value of plan assets:
|
|
|
|
||||
Beginning balance
|
$
|
99.7
|
|
|
$
|
78.8
|
|
Actual return on assets
|
12.5
|
|
|
9.9
|
|
||
Company contributions
|
0.7
|
|
|
9.0
|
|
||
Employee contributions
|
—
|
|
|
0.1
|
|
||
Expenses paid
|
(0.7
|
)
|
|
—
|
|
||
Benefits paid
|
(1.0
|
)
|
|
(0.6
|
)
|
||
Exchange rate changes
|
(6.5
|
)
|
|
2.5
|
|
||
Ending balance
|
$
|
104.7
|
|
|
$
|
99.7
|
|
Reconciliation of funded status to net amounts recognized:
|
|
|
|
||||
Funded status (deficit)
|
15.6
|
|
|
21.5
|
|
||
Net amounts recognized
|
$
|
15.6
|
|
|
$
|
21.5
|
|
Amounts recognized in the balance sheet:
|
|
|
|
||||
Noncurrent assets
|
$
|
15.6
|
|
|
$
|
21.5
|
|
Net amounts recognized
|
$
|
15.6
|
|
|
$
|
21.5
|
|
Amounts not yet reflected in net periodic benefit cost and included in AOCI:
|
|
|
|
||||
Accumulated gain (loss)
|
(2.3
|
)
|
|
4.4
|
|
||
Accumulated other comprehensive income (AOCI)
|
(2.3
|
)
|
|
4.4
|
|
||
Prepaid (unfunded accrued) pension cost
|
17.9
|
|
|
17.1
|
|
||
Net amount recognized in the balance sheet
|
$
|
15.6
|
|
|
$
|
21.5
|
|
Information for pension plans with benefit obligations in excess of plan assets:
|
|
|
|
||||
Projected benefit obligation/APBO
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated benefit obligation
|
—
|
|
|
—
|
|
||
Fair value of assets
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Other
Post-Retirement
Benefits
|
||||||||||||||||||||
|
Periods Ended
December 31,
|
|
Periods Ended
December 31,
|
||||||||||||||||||||
U.S. Plans
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Components of net periodic benefit cost (income):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
2.7
|
|
|
$
|
3.3
|
|
Interest cost
|
45.9
|
|
|
42.9
|
|
|
42.5
|
|
|
2.7
|
|
|
2.1
|
|
|
3.5
|
|
||||||
Expected return on plan assets
|
(76.1
|
)
|
|
(80.0
|
)
|
|
(71.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net (gain) loss
|
—
|
|
|
11.8
|
|
|
5.7
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||||
Special Termination Benefits
|
1.7
|
|
|
(4.1
|
)
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit (cost) income
|
(28.5
|
)
|
|
(29.4
|
)
|
|
(23.4
|
)
|
|
6.7
|
|
|
4.8
|
|
|
8.0
|
|
||||||
Other changes recognized in OCI:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total recognized in OCI (income) loss
|
$
|
72.0
|
|
|
$
|
(131.8
|
)
|
|
$
|
72.0
|
|
|
$
|
0.8
|
|
|
$
|
(8.6
|
)
|
|
$
|
(15.9
|
)
|
Total recognized in net periodic benefit cost and OCI
|
$
|
43.5
|
|
|
$
|
(161.2
|
)
|
|
$
|
48.6
|
|
|
$
|
7.5
|
|
|
$
|
(3.8
|
)
|
|
$
|
(7.9
|
)
|
Assumptions used to determine net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.89
|
%
|
|
4.01
|
%
|
|
4.69
|
%
|
|
3.89
|
%
|
|
2.94
|
%
|
|
4.23
|
%
|
||||||
Expected return on plan assets
|
6.50
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Salary increases
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Medical Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trend assumed for the year
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
8.05
|
%
|
|
8.50
|
%
|
|
8.97
|
%
|
||||||
Ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
||||||
Year that ultimate trend rate is reached
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
2030
|
|
|
2030
|
|
|
2030
|
|
|
Pension Benefits
|
||||||||||
|
Periods Ended
December 31,
|
||||||||||
U.K. Plans
|
2014
|
|
2013
|
|
2012
|
||||||
Components of net periodic benefit cost (income):
|
|
|
|
|
|
||||||
Service cost
|
$
|
0.7
|
|
|
$
|
7.2
|
|
|
$
|
7.4
|
|
Interest cost
|
3.6
|
|
|
3.2
|
|
|
2.8
|
|
|||
Expected return on plan assets
|
(5.7
|
)
|
|
(4.6
|
)
|
|
(3.7
|
)
|
|||
Amortization of net (gain)
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Curtailment (gain) loss recognized
|
—
|
|
|
(13.1
|
)
|
|
—
|
|
|||
Net periodic benefit (cost) income
|
$
|
(1.4
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
6.5
|
|
Other changes recognized in OCI:
|
|
|
|
|
|
||||||
Total income recognized in OCI
|
$
|
6.8
|
|
|
$
|
4.5
|
|
|
$
|
(4.9
|
)
|
Total recognized in net periodic benefit cost and OCI
|
$
|
5.4
|
|
|
$
|
(2.9
|
)
|
|
$
|
1.6
|
|
Assumptions used to determine net periodic benefit costs:
|
|
|
|
|
|
||||||
Discount rate
|
4.75
|
%
|
|
4.70
|
%
|
|
4.80
|
%
|
|||
Expected return on plan assets
|
5.80
|
%
|
|
5.80
|
%
|
|
5.80
|
%
|
|||
Salary increases
|
3.25
|
%
|
|
3.10
|
%
|
|
3.20
|
%
|
Equities
|
20 - 50%
|
Fixed income
|
50 - 80%
|
Real estate
|
0 - 7%
|
|
2014
|
|
2013
|
||
Asset Category — U.S.
|
|
|
|
||
Equity securities — U.S.
|
29
|
%
|
|
29
|
%
|
Equity securities — International
|
4
|
%
|
|
4
|
%
|
Debt securities
|
65
|
%
|
|
65
|
%
|
Real estate
|
2
|
%
|
|
2
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
Equity securities
|
45
|
%
|
Debt securities
|
50
|
%
|
Property
|
5
|
%
|
U.S.
|
Pension Plans
|
|
Other
Post-Retirement
Benefit Plans
|
||||
2015
|
$
|
20.0
|
|
|
$
|
5.8
|
|
2016
|
$
|
24.5
|
|
|
$
|
6.5
|
|
2017
|
$
|
29.2
|
|
|
$
|
6.9
|
|
2018
|
$
|
34.3
|
|
|
$
|
7.5
|
|
2019
|
$
|
39.6
|
|
|
$
|
8.2
|
|
2020-2024
|
$
|
273.5
|
|
|
$
|
41.0
|
|
U.K.
|
Pension Plans
|
||
2015
|
$
|
0.9
|
|
2016
|
$
|
1.0
|
|
2017
|
$
|
1.0
|
|
2018
|
$
|
1.0
|
|
2019
|
$
|
1.0
|
|
2020-2024
|
$
|
5.7
|
|
|
|
|
At December 31, 2014 Using
|
||||||||||||
Description
|
December 31, 2014 Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Temporary Cash Investments
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collective Investment Trusts
|
104.4
|
|
|
—
|
|
|
99.1
|
|
|
5.3
|
|
||||
Commingled Equity and Bond Funds
|
1,310.9
|
|
|
—
|
|
|
1,310.9
|
|
|
—
|
|
||||
|
$
|
1,415.6
|
|
|
$
|
0.3
|
|
|
$
|
1,410.0
|
|
|
$
|
5.3
|
|
|
|
|
At December 31, 2013 Using
|
||||||||||||
Description
|
December 31, 2013 Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Temporary Cash Investments
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collective Investment Trusts
|
98.7
|
|
|
—
|
|
|
94.0
|
|
|
4.7
|
|
||||
Commingled Equity and Bond Funds
|
1,179.3
|
|
|
—
|
|
|
1,179.3
|
|
|
—
|
|
||||
|
$
|
1,279.0
|
|
|
$
|
1.0
|
|
|
$
|
1,273.3
|
|
|
$
|
4.7
|
|
|
December 31, 2014
|
||||||||||||||||||||||
Description
|
Beginning
Fair Value
|
|
Purchases
|
|
Gain (Loss)
|
|
Sales,
Maturities,
Settlements, Net
|
|
Exchange
rate
|
|
Ending Fair
Value
|
||||||||||||
Collective Investment Trusts
|
$
|
4.7
|
|
|
$
|
0.1
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
5.3
|
|
|
$
|
4.7
|
|
|
$
|
0.1
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
5.3
|
|
|
December 31, 2013
|
||||||||||||||||||||||
Description
|
Beginning
Fair Value
|
|
Purchases
|
|
Gain (Loss)
|
|
Sales,
Maturities,
Settlements, Net
|
|
Exchange
rate
|
|
Ending Fair
Value
|
||||||||||||
Collective Investment Trusts
|
$
|
3.9
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.7
|
|
|
$
|
3.9
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.7
|
|
|
Shares
|
|
Value
(1)
|
|||
|
(Thousands)
|
|
|
|||
Executive Incentive Plan
|
|
|
|
|||
Nonvested at December 31, 2011
|
880
|
|
|
9.8
|
|
|
Vested during period
|
—
|
|
|
—
|
|
|
Forfeited during period
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2012
|
880
|
|
|
9.8
|
|
|
Vested during period
|
—
|
|
|
—
|
|
|
Forfeited during period
|
(11
|
)
|
|
—
|
|
|
Nonvested at December 31, 2013
|
869
|
|
|
9.8
|
|
|
Vested during period
|
(869
|
)
|
|
(9.8
|
)
|
|
Forfeited during period
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2014
|
—
|
|
|
$
|
—
|
|
(1)
|
Value represents grant date fair value.
|
|
Shares
|
|
Value
(1)
|
||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||
|
(Thousands)
|
|
|
|
|
||||||||
Board of Directors Stock Grants
|
|
|
|
|
|
|
|
||||||
Nonvested at December 31, 2011
|
27
|
|
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
Granted during period
|
29
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||
Vested during period
|
(27
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
||
Forfeited during period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Nonvested at December 31, 2012
|
29
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||
Granted during period
|
39
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||
Vested during period
|
(29
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
||
Forfeited during period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Nonvested at December 31, 2013
|
39
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||
Granted during period
|
32
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||
Vested during period
|
(37
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
||
Forfeited during period
|
(4
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||
Nonvested at December 31, 2014
|
30
|
|
|
—
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
(1)
|
Value represents grant date fair value.
|
|
Shares
|
|
Value
(1)
|
|||
|
(Thousands)
|
|
|
|||
Short-Term Incentive Plan
|
|
|
|
|||
Nonvested at December 31, 2011
|
171
|
|
|
4.3
|
|
|
Granted during period
|
104
|
|
|
2.5
|
|
|
Vested during period
|
(170
|
)
|
|
(4.3
|
)
|
|
Forfeited during period
|
(9
|
)
|
|
(0.2
|
)
|
|
Nonvested at December 31, 2012
|
96
|
|
|
2.3
|
|
|
Granted during period
|
86
|
|
|
1.4
|
|
|
Vested during period
|
(113
|
)
|
|
(2.6
|
)
|
|
Forfeited during period
|
(7
|
)
|
|
(0.1
|
)
|
|
Nonvested at December 31, 2013
|
62
|
|
|
1.0
|
|
|
Granted during period
|
—
|
|
|
—
|
|
|
Vested during period
|
(62
|
)
|
|
(1.0
|
)
|
|
Forfeited during period
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2014
|
—
|
|
|
$
|
—
|
|
(1)
|
Value represents grant date fair value.
|
•
|
25%
of the LTIA is market-based restricted stock that will vest in the third year contingent upon total shareholder return (TSR) compared to a group of the Company’s peers.
|
|
Shares
|
|
Value
(1)
|
||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||
|
(Thousands)
|
|
|
|
|
||||||||
Long-Term Incentive Plan
|
|
|
|
|
|
|
|
||||||
Nonvested at December 31, 2011
|
1,558
|
|
|
—
|
|
|
$
|
32.0
|
|
|
$
|
—
|
|
Granted during period
|
774
|
|
|
—
|
|
|
18.8
|
|
|
—
|
|
||
Vested during period
|
(513
|
)
|
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
||
Forfeited during period
|
(115
|
)
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
||
Nonvested at December 31, 2012
|
1,704
|
|
|
—
|
|
|
38.3
|
|
|
—
|
|
||
Granted during period
|
1,867
|
|
|
—
|
|
|
40.1
|
|
|
—
|
|
||
Vested during period
|
(552
|
)
|
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
||
Forfeited during period
|
(661
|
)
|
|
—
|
|
|
(15.1
|
)
|
|
—
|
|
||
Nonvested at December 31, 2013
|
2,358
|
|
|
—
|
|
|
52.3
|
|
|
—
|
|
||
Granted during period
|
690
|
|
|
—
|
|
|
24.6
|
|
|
—
|
|
||
Vested during period
|
(548
|
)
|
|
—
|
|
|
(12.5
|
)
|
|
—
|
|
||
Forfeited during period
|
(245
|
)
|
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
||
Nonvested at December 31, 2014
|
2,255
|
|
|
—
|
|
|
$
|
58.3
|
|
|
$
|
—
|
|
(1)
|
Value represents grant date fair value.
|
|
2014
|
|
2013
|
|
2012
|
||||||
U.S.
|
$
|
194.2
|
|
|
$
|
(499.8
|
)
|
|
$
|
(33.6
|
)
|
International
|
68.2
|
|
|
69.0
|
|
|
45.0
|
|
|||
Total
|
$
|
262.4
|
|
|
$
|
(430.8
|
)
|
|
$
|
11.4
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(91.0
|
)
|
|
$
|
(17.1
|
)
|
|
$
|
89.8
|
|
State
|
(0.9
|
)
|
|
(2.1
|
)
|
|
1.9
|
|
|||
Foreign
|
4.0
|
|
|
4.2
|
|
|
4.3
|
|
|||
Total current
|
$
|
(87.9
|
)
|
|
$
|
(15.0
|
)
|
|
$
|
96.0
|
|
Deferred
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
139.0
|
|
|
$
|
(104.0
|
)
|
State
|
(2.0
|
)
|
|
57.8
|
|
|
(19.0
|
)
|
|||
Foreign
|
(6.0
|
)
|
|
9.3
|
|
|
2.9
|
|
|||
Total deferred
|
(8.0
|
)
|
|
206.1
|
|
|
(120.1
|
)
|
|||
Total tax (benefit) expense
|
$
|
(95.9
|
)
|
|
$
|
191.1
|
|
|
$
|
(24.1
|
)
|
|
2014
|
|
|
|
2013
|
|
|
|
2012
|
|
|
|||||||||
Tax at U.S. Federal statutory rate
|
$
|
91.8
|
|
|
35.0
|
%
|
|
$
|
(150.8
|
)
|
|
35.0
|
%
|
|
$
|
4.0
|
|
|
35.0
|
%
|
State income taxes, net of Federal benefit
|
4.1
|
|
|
1.6
|
|
|
(12.2
|
)
|
|
2.8
|
|
|
(1.8
|
)
|
|
(15.8
|
)
|
|||
State income tax credits, net of Federal benefit
|
(9.0
|
)
|
|
(3.4
|
)
|
|
(7.7
|
)
|
|
1.8
|
|
|
(9.8
|
)
|
|
(86.0
|
)
|
|||
Foreign rate differences
|
(12.3
|
)
|
|
(4.7
|
)
|
|
(6.8
|
)
|
|
1.6
|
|
|
(4.6
|
)
|
|
(40.4
|
)
|
|||
Research and Experimentation
|
(3.0
|
)
|
|
(1.1
|
)
|
|
(10.9
|
)
|
|
2.5
|
|
|
(3.2
|
)
|
|
(28.1
|
)
|
|||
Domestic Production Activities Deduction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|
(77.2
|
)
|
|||
Interest on assessments
|
(3.7
|
)
|
|
(1.4
|
)
|
|
(0.6
|
)
|
|
0.1
|
|
|
0.3
|
|
|
2.6
|
|
|||
Valuation Allowance - U.S. Deferred Tax Asset
|
(167.2
|
)
|
|
(63.7
|
)
|
|
381.0
|
|
|
(88.4
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
3.4
|
|
|
1.2
|
|
|
(0.9
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
|
(1.5
|
)
|
|||
Total (benefit) provision for income taxes
|
$
|
(95.9
|
)
|
|
(36.5
|
)%
|
|
$
|
191.1
|
|
|
(44.4
|
)%
|
|
$
|
(24.1
|
)
|
|
(211.4
|
)%
|
|
2014
|
|
2013
|
||||
Long-term contracts
|
$
|
207.8
|
|
|
$
|
409.9
|
|
Post-retirement benefits other than pensions
|
29.2
|
|
|
26.6
|
|
||
Pension and other employee benefit plans
|
(48.8
|
)
|
|
(68.0
|
)
|
||
Employee compensation accruals
|
69.3
|
|
|
45.8
|
|
||
Depreciation and amortization
|
(120.4
|
)
|
|
(123.7
|
)
|
||
Inventory
|
2.9
|
|
|
3.4
|
|
||
Interest swap contracts
|
(1.0
|
)
|
|
0.9
|
|
||
State income tax credits
|
70.5
|
|
|
61.1
|
|
||
Accruals and reserves
|
62.4
|
|
|
36.6
|
|
||
Deferred production
|
(3.3
|
)
|
|
4.1
|
|
||
Deferred gain — severe weather event
|
(21.2
|
)
|
|
(21.5
|
)
|
||
Net operating loss carryforward
|
6.5
|
|
|
1.3
|
|
||
Other
|
(1.6
|
)
|
|
4.2
|
|
||
Net deferred tax asset
|
252.3
|
|
|
380.7
|
|
||
Valuation allowance
|
(257.3
|
)
|
|
(396.5
|
)
|
||
Net deferred tax liability
|
$
|
(5.0
|
)
|
|
$
|
(15.8
|
)
|
|
2014
|
|
2013
|
||||
Current deferred tax assets
|
$
|
53.2
|
|
|
$
|
26.9
|
|
Current deferred tax liabilities
|
(0.3
|
)
|
|
(0.5
|
)
|
||
Net current deferred tax asset
|
$
|
52.9
|
|
|
$
|
26.4
|
|
Non-current deferred tax assets
|
—
|
|
|
—
|
|
||
Non-current deferred tax liabilities
|
(57.9
|
)
|
|
(42.2
|
)
|
||
Net non-current deferred tax liability
|
$
|
(57.9
|
)
|
|
$
|
(42.2
|
)
|
Total deferred tax liability
|
$
|
(5.0
|
)
|
|
$
|
(15.8
|
)
|
Deferred Tax Asset Valuation Allowance
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, January 1
|
$
|
396.5
|
|
|
$
|
10.4
|
|
|
$
|
8.2
|
|
US deferred tax asset
|
40.4
|
|
|
381.0
|
|
|
—
|
|
|||
Income tax credits
|
9.1
|
|
|
3.7
|
|
|
1.9
|
|
|||
Depreciation and amortization
|
16.3
|
|
|
0.2
|
|
|
0.3
|
|
|||
Long-term contracts
|
(205.0
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
1.2
|
|
|
—
|
|
|||
Balance, December 31
|
$
|
257.3
|
|
|
$
|
396.5
|
|
|
$
|
10.4
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
$
|
18.4
|
|
|
$
|
16.9
|
|
|
$
|
15.5
|
|
Gross increases related to current period tax positions
|
—
|
|
|
3.8
|
|
|
4.2
|
|
|||
Gross increases related to prior period tax positions
|
0.9
|
|
|
0.4
|
|
|
1.8
|
|
|||
Gross decreases related to prior period tax positions
|
(13.4
|
)
|
|
(2.7
|
)
|
|
(3.8
|
)
|
|||
Statute of limitations' expiration
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
5.9
|
|
|
$
|
18.4
|
|
|
$
|
16.9
|
|
|
For the Twelve Months Ended
|
|||||||||||||||||||||||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
|||||||||||||||||||||||||||
|
Income
|
|
Shares
|
|
Per
Share
Amount
|
|
Loss
|
|
Shares
|
|
Per
Share
Amount
|
|
Income
|
|
Shares
|
|
Per
Share
Amount
|
|||||||||||||||
Basic EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income (loss) available to common shareholders
|
$
|
357.2
|
|
|
140.0
|
|
|
$
|
2.55
|
|
|
$
|
(621.4
|
)
|
|
141.3
|
|
|
$
|
(4.40
|
)
|
|
$
|
34.4
|
|
|
140.7
|
|
|
$
|
0.24
|
|
Income allocated to participating securities
|
1.6
|
|
|
0.6
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
0.4
|
|
|
1.5
|
|
|
|
|
||||||
Net income (loss)
|
$
|
358.8
|
|
|
|
|
|
|
|
|
$
|
(621.4
|
)
|
|
|
|
|
|
|
|
$
|
34.8
|
|
|
|
|
|
|
|
|||
Diluted potential common shares
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
||||||
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
$
|
358.8
|
|
|
141.6
|
|
|
$
|
2.53
|
|
|
$
|
(621.4
|
)
|
|
141.3
|
|
|
$
|
(4.40
|
)
|
|
$
|
34.8
|
|
|
142.7
|
|
|
$
|
0.24
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Pension
|
$
|
(130.0
|
)
|
|
$
|
(52.7
|
)
|
Interest rate swaps
|
(1.1
|
)
|
|
—
|
|
||
SERP/ Retiree medical
|
2.1
|
|
|
3.1
|
|
||
Foreign currency impact on long term intercompany loan
|
(5.7
|
)
|
|
(2.2
|
)
|
||
Currency translation adjustment
|
(19.1
|
)
|
|
(2.8
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(153.8
|
)
|
|
$
|
(54.6
|
)
|
|
|
|
Capital
|
|
|
||||||||||
|
Operating
|
|
Present
Value
|
|
Interest
|
|
Total
|
||||||||
2015
|
$
|
16.1
|
|
|
$
|
1.7
|
|
|
$
|
0.5
|
|
|
$
|
18.3
|
|
2016
|
$
|
10.5
|
|
|
$
|
1.2
|
|
|
$
|
0.4
|
|
|
$
|
12.1
|
|
2017
|
$
|
4.3
|
|
|
$
|
1.0
|
|
|
$
|
0.4
|
|
|
$
|
5.7
|
|
2018
|
$
|
3.2
|
|
|
$
|
1.0
|
|
|
$
|
0.4
|
|
|
$
|
4.6
|
|
2019
|
$
|
2.3
|
|
|
$
|
1.0
|
|
|
$
|
0.3
|
|
|
$
|
3.6
|
|
2020 and thereafter
|
$
|
14.4
|
|
|
$
|
10.0
|
|
|
$
|
9.1
|
|
|
$
|
33.5
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Minimum rentals
|
$
|
20.5
|
|
|
$
|
22.6
|
|
|
$
|
19.6
|
|
Contingent rentals
|
—
|
|
|
—
|
|
|
—
|
|
|||
Less: Sub-lease
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
20.5
|
|
|
$
|
22.6
|
|
|
$
|
19.6
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, January 1
|
$
|
68.7
|
|
|
$
|
30.9
|
|
|
$
|
19.6
|
|
Charges to costs and expenses
|
53.7
|
|
|
38.3
|
|
|
12.0
|
|
|||
Payouts
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|||
Write-offs, net of recoveries
|
—
|
|
|
(0.6
|
)
|
|
(0.9
|
)
|
|||
Exchange rate
|
(0.7
|
)
|
|
0.1
|
|
|
0.2
|
|
|||
Balance, December 31
|
$
|
119.9
|
|
|
$
|
68.7
|
|
|
$
|
30.9
|
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
KDFA bond
|
$
|
3.3
|
|
|
$
|
3.4
|
|
|
$
|
4.5
|
|
Rental and miscellaneous income (expense)
|
0.8
|
|
|
(1.1
|
)
|
|
(8.4
|
)
|
|||
Foreign currency (losses) gains
|
(8.2
|
)
|
|
1.0
|
|
|
5.7
|
|
|||
Total
|
$
|
(4.1
|
)
|
|
$
|
3.3
|
|
|
$
|
1.8
|
|
|
December 31,
2014
|
|
December 31,
2013
|
||||
Accrued expenses
|
|
|
|
||||
Accrued wages and bonuses
|
$
|
27.5
|
|
|
$
|
26.8
|
|
Accrued fringe benefits
|
122.5
|
|
|
123.1
|
|
||
Accrued interest
|
6.6
|
|
|
8.6
|
|
||
Workers' compensation
|
9.1
|
|
|
9.1
|
|
||
Property and sales tax
|
22.5
|
|
|
26.3
|
|
||
Warranty/extraordinary rework reserve — current
|
—
|
|
|
0.8
|
|
||
Other
(1)
|
140.9
|
|
|
25.9
|
|
||
Total
|
$
|
329.1
|
|
|
$
|
220.6
|
|
Other liabilities
|
|
|
|
||||
Federal income taxes — non-current
|
$
|
—
|
|
|
$
|
13.3
|
|
Deferred tax liability — non-current
|
57.9
|
|
|
42.2
|
|
||
Warranty/extraordinary rework reserve — non-current
|
119.9
|
|
|
67.9
|
|
||
Customer cost recovery
(2)
|
62.0
|
|
|
62.0
|
|
||
Other
|
21.0
|
|
|
16.9
|
|
||
Total
|
$
|
260.8
|
|
|
$
|
202.3
|
|
(1)
|
Included in Other accrued expenses are liabilities related to Gulfstream programs and the divestiture of Gulfstream programs in the amount of
$65.1
as of December 31, 2014.
|
(2)
|
As part of the B787 Amendment, Spirit agreed to pay Boeing for work to complete initial production units.
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|
Twelve Months Ended December 31, 2012
|
||||||
Segment Revenues
|
|
|
|
|
|
||||||
Fuselage Systems
|
$
|
3,354.9
|
|
|
$
|
2,861.1
|
|
|
$
|
2,590.6
|
|
Propulsion Systems
|
1,737.2
|
|
|
1,581.3
|
|
|
1,420.9
|
|
|||
Wing Systems
|
1,695.9
|
|
|
1,502.5
|
|
|
1,375.1
|
|
|||
All Other
|
11.2
|
|
|
16.1
|
|
|
11.1
|
|
|||
|
$
|
6,799.2
|
|
|
$
|
5,961.0
|
|
|
$
|
5,397.7
|
|
Segment Operating Income (Loss)
(1)
|
|
|
|
|
|
||||||
Fuselage Systems
|
$
|
557.3
|
|
|
$
|
89.6
|
|
|
$
|
412.3
|
|
Propulsion Systems
|
354.9
|
|
|
249.5
|
|
|
79.7
|
|
|||
Wing Systems
|
244.6
|
|
|
(402.1
|
)
|
|
(321.6
|
)
|
|||
All Other
|
3.4
|
|
|
4.4
|
|
|
1.0
|
|
|||
|
1,160.2
|
|
|
(58.6
|
)
|
|
171.4
|
|
|||
Unallocated corporate SG&A
(2)
|
(233.8
|
)
|
|
(200.8
|
)
|
|
(172.2
|
)
|
|||
Unallocated impact of severe weather event
(3)
|
—
|
|
|
(30.3
|
)
|
|
146.2
|
|
|||
Unallocated research and development
(4)
|
(29.3
|
)
|
|
(34.7
|
)
|
|
(34.1
|
)
|
|||
Unallocated cost of sales
(5)
|
(72.0
|
)
|
|
(39.9
|
)
|
|
(19.0
|
)
|
|||
Loss on divestiture of programs (see Note 28)
|
(471.1
|
)
|
|
—
|
|
|
—
|
|
|||
Total operating income (loss)
|
$
|
354.0
|
|
|
$
|
(364.3
|
)
|
|
$
|
92.3
|
|
(1)
|
Inclusive of forward losses, reversal of forward losses and cumulative catch-up adjustments. These changes in estimate for the periods ended December 31, 2014, 2013 and 2012 are further detailed in "Note 3. Changes in Estimates."
|
(2)
|
For 2013, corporate SG&A of
$6.8
,
$5.6
and
$6.9
was reclassified from segment operating income for the Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation. For 2012, corporate SG&A of
$7.1
,
$2.7
and
$7.1
was reclassified from segment operating income for the Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation.
|
(3)
|
For 2012, gain includes a
$234.9
insurance settlement amount, offset by
$88.7
of costs incurred related to the April 14, 2012 severe weather event. Costs include assets impaired by the storm, clean-up costs, repair costs and incremental labor, freight and warehousing costs associated with the impacts of the storm.
|
(4)
|
For 2013, research and development of
$12.7
,
$8.1
and
$5.0
was reclassified from segment operating income Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation. For 2012, research and development of
$13.3
,
$9.5
and
$6.9
was reclassified from segment operating income Fuselage, Propulsion, and Wing Systems, respectively, to conform to current year presentation.
|
(5)
|
Includes charges of
$52.7
,
$6.0
, and
$10.3
related to warranty reserve, reduction in workforce and unallocated inventory write-offs in 2014. Includes charges of
$38.1
,
$17.8
, and
$1.6
related to warranty reserve adjustments, reduction in workforce and early retirement incentives in 2013. Also, includes gains related to pension activity of
$15.4
for the same period. Includes charges in 2012 of
$3.6
related to asset impairments,
$2.2
related to stock incentives for certain UAW-represented employees and
$2.1
in early retirement incentives to eligible employees.
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|||||||||||||||
Revenue Source
(1)
|
Net Revenues
|
|
Percent of
Total
Net Revenues
|
|
Net Revenues
|
|
Percent of
Total
Net Revenues
|
|
Net Revenues
|
|
Percent of
Total
Net Revenues
|
|||||||||
United States
|
$
|
5,968.3
|
|
|
88
|
%
|
|
$
|
5,154.9
|
|
|
87
|
%
|
|
$
|
4,612.0
|
|
|
85
|
%
|
International
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United Kingdom
|
587.5
|
|
|
8
|
%
|
|
559.7
|
|
|
9
|
%
|
|
470.4
|
|
|
9
|
%
|
|||
Other
|
243.4
|
|
|
4
|
%
|
|
246.4
|
|
|
4
|
%
|
|
315.3
|
|
|
6
|
%
|
|||
Total International
|
830.9
|
|
|
12
|
%
|
|
806.1
|
|
|
13
|
%
|
|
785.7
|
|
|
15
|
%
|
|||
Total Revenues
|
$
|
6,799.2
|
|
|
100
|
%
|
|
$
|
5,961.0
|
|
|
100
|
%
|
|
$
|
5,397.7
|
|
|
100
|
%
|
(1)
|
Net Revenues are attributable to countries based on destination where goods are delivered.
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||||||
Asset Location
|
Total
Long-Lived Assets
|
|
Percent of
Total
Long-Lived Assets
|
|
Total
Long-Lived Assets
|
|
Percent of
Total
Long-Lived Assets
|
||||||
United States
|
$
|
1,598.2
|
|
|
90
|
%
|
|
$
|
1,608.2
|
|
|
89
|
%
|
International
|
|
|
|
|
|
|
|
||||||
United Kingdom
|
124.2
|
|
|
7
|
%
|
|
99.3
|
|
|
6
|
%
|
||
Other
|
61.2
|
|
|
3
|
%
|
|
95.8
|
|
|
5
|
%
|
||
Total International
|
185.4
|
|
|
10
|
%
|
|
195.1
|
|
|
11
|
%
|
||
Total Long-Lived Assets
|
$
|
1,783.6
|
|
|
100
|
%
|
|
$
|
1,803.3
|
|
|
100
|
%
|
|
Quarter Ended
|
||||||||||||||
2014
|
December 31,
2014
(1)
|
|
October 2,
2014
(2)
|
|
July 3,
2014
(3)
|
|
April 3,
2014
(4)
|
||||||||
Revenues
|
$
|
1,574.4
|
|
|
$
|
1,693.0
|
|
|
$
|
1,803.3
|
|
|
$
|
1,728.5
|
|
Gross profit
|
$
|
274.6
|
|
|
$
|
275.0
|
|
|
$
|
277.4
|
|
|
$
|
261.2
|
|
Operating (loss) income
|
$
|
(272.9
|
)
|
|
$
|
216.3
|
|
|
$
|
216.2
|
|
|
$
|
194.4
|
|
Net (loss) income
|
$
|
(106.2
|
)
|
|
$
|
168.0
|
|
|
$
|
143.4
|
|
|
$
|
153.6
|
|
(Loss) earnings per share, basic
|
$
|
(0.77
|
)
|
|
$
|
1.21
|
|
|
$
|
1.01
|
|
|
$
|
1.08
|
|
(Loss) earnings per share, diluted
|
$
|
(0.77
|
)
|
|
$
|
1.20
|
|
|
$
|
1.01
|
|
|
$
|
1.07
|
|
|
Quarter Ended
|
||||||||||||||
2013
|
December 31,
2013 (5) |
|
September 27,
2013 (6) |
|
June 28,
2013 (7) |
|
March 29,
2013 (8) |
||||||||
Revenues
|
$
|
1,494.4
|
|
|
$
|
1,503.7
|
|
|
$
|
1,520.7
|
|
|
$
|
1,442.2
|
|
Gross profit
|
$
|
(249.4
|
)
|
|
$
|
115.3
|
|
|
$
|
(169.5
|
)
|
|
$
|
205.1
|
|
Operating (loss) income
|
$
|
(320.8
|
)
|
|
$
|
50.5
|
|
|
$
|
(238.5
|
)
|
|
$
|
144.5
|
|
Net (loss) income
|
$
|
(586.9
|
)
|
|
$
|
93.7
|
|
|
$
|
(209.4
|
)
|
|
$
|
81.2
|
|
(Loss) earnings per share, basic
|
$
|
(4.15
|
)
|
|
$
|
0.66
|
|
|
$
|
(1.48
|
)
|
|
$
|
0.57
|
|
(Loss) earnings per share, diluted
|
$
|
(4.15
|
)
|
|
$
|
0.65
|
|
|
$
|
(1.48
|
)
|
|
$
|
0.57
|
|
(1)
|
Fourth quarter 2014 earnings include the impact of the loss on divestiture of Gulfstream programs of
$471.1
, as well as net favorable cumulative catch-up adjustments of
$62.9
.
|
(2)
|
Third quarter 2014 earnings include the impact of net favorable cumulative catch-up adjustments of
$32.7
.
|
(3)
|
Second quarter 2014 earnings include the impact of net favorable cumulative catch-up adjustments of
$19.4
.
|
(4)
|
First quarter 2014 earnings include the impacts of forward loss charges totaling
$1.2
, as well as a net favorable cumulative catch-up adjustment of
$16.6
.
|
(5)
|
Fourth quarter 2013 earnings include the impacts of forward loss charges totaling
$545.9
and a
$382.6
charge resulting from the establishment of a deferred tax asset valuation allowance.
|
(6)
|
Third quarter 2013 earnings include the impacts of forward loss charges totaling
$123.8
.
|
(7)
|
Second quarter 2013 earnings included the impacts of forward loss charges, net of forward loss reductions, totaling
$448.3
.
|
(8)
|
First quarter of 2013 earnings includes the impact of a forward loss charge of
$15.3
.
|
(i)
|
Holdings, as the parent company and parent guarantor to the Credit Agreement, as further detailed in Note 14, Debt;
|
(ii)
|
Spirit, as the subsidiary issuer of the 2017 Notes, the 2020 Notes, and the 2022 Notes;
|
(iii)
|
The Subsidiary Guarantors, on a combined basis, as guarantors of the 2017 Notes, the 2020 Notes, and the 2022 Notes;
|
(iv)
|
The Company’s subsidiaries, other than the Subsidiary Guarantors, which are not guarantors of the 2017 Notes, the 2020 Notes and the 2022 Notes (the “Subsidiary Non-Guarantors”), on a combined basis;
|
(v)
|
Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Holdings, the Subsidiary Guarantors and the Subsidiary Non-Guarantors, (b) eliminate the investments in the Company’s subsidiaries and (c) record consolidating entries; and
|
(vi)
|
Holdings and its subsidiaries on a consolidated basis.
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
Net Revenues
|
$
|
—
|
|
|
$
|
6,242.2
|
|
|
$
|
336.3
|
|
|
$
|
794.9
|
|
|
$
|
(574.2
|
)
|
|
$
|
6,799.2
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
5,270.2
|
|
|
324.7
|
|
|
690.3
|
|
|
(574.2
|
)
|
|
5,711.0
|
|
||||||
Selling, general and administrative
|
13.2
|
|
|
200.8
|
|
|
2.7
|
|
|
17.1
|
|
|
—
|
|
|
233.8
|
|
||||||
Impact from severe weather event
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Research and development
|
—
|
|
|
27.9
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
29.3
|
|
||||||
Loss on sale of Gulfstream programs (see Note 28)
|
—
|
|
|
471.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
471.1
|
|
||||||
Total operating costs and expenses
|
13.2
|
|
|
5,970.0
|
|
|
327.4
|
|
|
708.8
|
|
|
(574.2
|
)
|
|
6,445.2
|
|
||||||
Operating (loss) income
|
(13.2
|
)
|
|
272.2
|
|
|
8.9
|
|
|
86.1
|
|
|
—
|
|
|
354.0
|
|
||||||
Interest expense and financing fee amortization
|
—
|
|
|
(87.4
|
)
|
|
—
|
|
|
(9.8
|
)
|
|
9.1
|
|
|
(88.1
|
)
|
||||||
Interest income
|
—
|
|
|
9.6
|
|
|
—
|
|
|
0.1
|
|
|
(9.1
|
)
|
|
0.6
|
|
||||||
Other income (expense), net
|
—
|
|
|
4.1
|
|
|
—
|
|
|
(8.2
|
)
|
|
—
|
|
|
(4.1
|
)
|
||||||
(Loss) income before income taxes and equity in net income of affiliates and subsidiaries
|
(13.2
|
)
|
|
198.5
|
|
|
8.9
|
|
|
68.2
|
|
|
—
|
|
|
262.4
|
|
||||||
Income tax (provision) benefit
|
(0.8
|
)
|
|
98.0
|
|
|
(3.3
|
)
|
|
2.0
|
|
|
|
|
|
95.9
|
|
||||||
(Loss) income before equity in net income of affiliates and subsidiaries
|
(14.0
|
)
|
|
296.5
|
|
|
5.6
|
|
|
70.2
|
|
|
—
|
|
|
358.3
|
|
||||||
Equity in net income of affiliates
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
0.5
|
|
||||||
Equity in net income of subsidiaries
|
372.3
|
|
|
75.7
|
|
|
—
|
|
|
—
|
|
|
(448.0
|
)
|
|
—
|
|
||||||
Net income
|
358.8
|
|
|
372.2
|
|
|
5.6
|
|
|
70.7
|
|
|
(448.5
|
)
|
|
358.8
|
|
||||||
Other comprehensive loss
|
(99.2
|
)
|
|
(73.9
|
)
|
|
—
|
|
|
(25.3
|
)
|
|
99.2
|
|
|
(99.2
|
)
|
||||||
Comprehensive income
|
$
|
259.6
|
|
|
$
|
298.3
|
|
|
$
|
5.6
|
|
|
$
|
45.4
|
|
|
$
|
(349.3
|
)
|
|
$
|
259.6
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
Net Revenues
|
$
|
—
|
|
|
$
|
5,393.4
|
|
|
$
|
205.9
|
|
|
$
|
738.9
|
|
|
$
|
(377.2
|
)
|
|
$
|
5,961.0
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
5,602.1
|
|
|
197.8
|
|
|
636.8
|
|
|
(377.2
|
)
|
|
6,059.5
|
|
||||||
Selling, general and administrative
|
3.0
|
|
|
174.4
|
|
|
3.0
|
|
|
20.4
|
|
|
—
|
|
|
200.8
|
|
||||||
Impact from severe weather event
|
—
|
|
|
30.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.3
|
|
||||||
Research and development
|
—
|
|
|
32.2
|
|
|
0.1
|
|
|
2.4
|
|
|
—
|
|
|
34.7
|
|
||||||
Total operating costs and expenses
|
3.0
|
|
|
5,839.0
|
|
|
200.9
|
|
|
659.6
|
|
|
(377.2
|
)
|
|
6,325.3
|
|
||||||
Operating (loss) income
|
(3.0
|
)
|
|
(445.6
|
)
|
|
5.0
|
|
|
79.3
|
|
|
—
|
|
|
(364.3
|
)
|
||||||
Interest expense and financing fee amortization
|
—
|
|
|
(69.2
|
)
|
|
—
|
|
|
(11.2
|
)
|
|
10.3
|
|
|
(70.1
|
)
|
||||||
Interest income
|
—
|
|
|
10.5
|
|
|
—
|
|
|
0.1
|
|
|
(10.3
|
)
|
|
0.3
|
|
||||||
Other income, net
|
—
|
|
|
3.1
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
3.3
|
|
||||||
(Loss) income before income taxes and equity in net income (loss) of affiliates and subsidiaries
|
(3.0
|
)
|
|
(501.2
|
)
|
|
5.0
|
|
|
68.4
|
|
|
—
|
|
|
(430.8
|
)
|
||||||
Income tax provision
|
(0.1
|
)
|
|
(175.6
|
)
|
|
(1.9
|
)
|
|
(13.5
|
)
|
|
—
|
|
|
(191.1
|
)
|
||||||
(Loss) income before equity in net income (loss) of affiliates and subsidiaries
|
(3.1
|
)
|
|
(676.8
|
)
|
|
3.1
|
|
|
54.9
|
|
|
—
|
|
|
(621.9
|
)
|
||||||
Equity in net income of affiliates
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
0.5
|
|
||||||
Equity in net (loss) income of subsidiaries
|
(618.8
|
)
|
|
58.2
|
|
|
—
|
|
|
—
|
|
|
560.6
|
|
|
—
|
|
||||||
Net (loss) income
|
(621.4
|
)
|
|
(618.6
|
)
|
|
3.1
|
|
|
55.4
|
|
|
560.1
|
|
|
(621.4
|
)
|
||||||
Other comprehensive income
|
90.6
|
|
|
5.8
|
|
|
—
|
|
|
84.8
|
|
|
(90.6
|
)
|
|
90.6
|
|
||||||
Comprehensive (loss) income
|
$
|
(530.8
|
)
|
|
$
|
(612.8
|
)
|
|
$
|
3.1
|
|
|
$
|
140.2
|
|
|
$
|
469.5
|
|
|
$
|
(530.8
|
)
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
Net Revenues
|
$
|
—
|
|
|
$
|
4,910.1
|
|
|
$
|
151.5
|
|
|
$
|
594.2
|
|
|
$
|
(258.1
|
)
|
|
$
|
5,397.7
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
4,842.1
|
|
|
141.4
|
|
|
519.9
|
|
|
(258.1
|
)
|
|
5,245.3
|
|
||||||
Selling, general and administrative
|
3.0
|
|
|
145.8
|
|
|
2.8
|
|
|
20.6
|
|
|
—
|
|
|
172.2
|
|
||||||
Impact from severe weather event
|
—
|
|
|
(146.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146.2
|
)
|
||||||
Research and development
|
—
|
|
|
32.8
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
34.1
|
|
||||||
Total operating costs and expenses
|
3.0
|
|
|
4,874.5
|
|
|
144.2
|
|
|
541.8
|
|
|
(258.1
|
)
|
|
5,305.4
|
|
||||||
Operating (loss) income
|
(3.0
|
)
|
|
35.6
|
|
|
7.3
|
|
|
52.4
|
|
|
—
|
|
|
92.3
|
|
||||||
Interest expense and financing fee amortization
|
—
|
|
|
(81.9
|
)
|
|
—
|
|
|
(10.3
|
)
|
|
9.3
|
|
|
(82.9
|
)
|
||||||
Interest income
|
—
|
|
|
9.4
|
|
|
—
|
|
|
0.1
|
|
|
(9.3
|
)
|
|
0.2
|
|
||||||
Other expense (income), net
|
—
|
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|
2.8
|
|
|
—
|
|
|
1.8
|
|
||||||
Income (loss) before income taxes and equity in net income (loss) of affiliates and subsidiaries
|
(3.0
|
)
|
|
(37.8
|
)
|
|
7.2
|
|
|
45.0
|
|
|
—
|
|
|
11.4
|
|
||||||
Income tax (provision) benefit
|
(0.2
|
)
|
|
34.1
|
|
|
(2.7
|
)
|
|
(7.1
|
)
|
|
—
|
|
|
24.1
|
|
||||||
(Loss) income before equity in net (loss) income of affiliates and subsidiaries
|
(3.2
|
)
|
|
(3.7
|
)
|
|
4.5
|
|
|
37.9
|
|
|
—
|
|
|
35.5
|
|
||||||
Equity in net (loss) income of affiliates
|
(0.7
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
0.6
|
|
|
0.7
|
|
|
(0.7
|
)
|
||||||
Equity in net income of subsidiaries
|
38.7
|
|
|
42.4
|
|
|
—
|
|
|
—
|
|
|
(81.1
|
)
|
|
—
|
|
||||||
Net income
|
34.8
|
|
|
37.4
|
|
|
4.5
|
|
|
38.5
|
|
|
(80.4
|
)
|
|
34.8
|
|
||||||
Other comprehensive (loss) income
|
(19.0
|
)
|
|
(32.2
|
)
|
|
—
|
|
|
13.2
|
|
|
19.0
|
|
|
(19.0
|
)
|
||||||
Comprehensive income
|
$
|
15.8
|
|
|
$
|
5.2
|
|
|
$
|
4.5
|
|
|
$
|
51.7
|
|
|
$
|
(61.4
|
)
|
|
$
|
15.8
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
354.6
|
|
|
$
|
—
|
|
|
$
|
23.3
|
|
|
$
|
—
|
|
|
$
|
377.9
|
|
Accounts receivable, net
|
—
|
|
|
730.6
|
|
|
33.3
|
|
|
211.9
|
|
|
(370.2
|
)
|
|
605.6
|
|
||||||
Inventory, net
|
—
|
|
|
1,238.1
|
|
|
168.1
|
|
|
346.8
|
|
|
—
|
|
|
1,753.0
|
|
||||||
Deferred tax asset — current
|
—
|
|
|
49.8
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
53.2
|
|
||||||
Other current assets
|
—
|
|
|
260.3
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
262.4
|
|
||||||
Total current assets
|
—
|
|
|
2,633.4
|
|
|
201.4
|
|
|
587.5
|
|
|
(370.2
|
)
|
|
3,052.1
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
1,263.7
|
|
|
337.9
|
|
|
182.0
|
|
|
—
|
|
|
1,783.6
|
|
||||||
Pension assets
|
—
|
|
|
187.8
|
|
|
—
|
|
|
15.6
|
|
|
—
|
|
|
203.4
|
|
||||||
Investment in subsidiary
|
907.7
|
|
|
281.4
|
|
|
—
|
|
|
—
|
|
|
(1,189.1
|
)
|
|
—
|
|
||||||
Equity in net assets of subsidiaries
|
714.3
|
|
|
210.4
|
|
|
—
|
|
|
—
|
|
|
(924.7
|
)
|
|
—
|
|
||||||
Deferred tax asset — non-current, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other assets
|
—
|
|
|
352.7
|
|
|
80.0
|
|
|
22.9
|
|
|
(332.0
|
)
|
|
123.6
|
|
||||||
Total assets
|
$
|
1,622.0
|
|
|
$
|
4,929.4
|
|
|
$
|
619.3
|
|
|
$
|
808.0
|
|
|
$
|
(2,816.0
|
)
|
|
$
|
5,162.7
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
573.3
|
|
|
$
|
235.5
|
|
|
$
|
172.5
|
|
|
$
|
(370.1
|
)
|
|
$
|
611.2
|
|
Accrued expenses
|
—
|
|
|
302.3
|
|
|
0.8
|
|
|
26.0
|
|
|
—
|
|
|
329.1
|
|
||||||
Profit sharing
|
—
|
|
|
105.1
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
111.8
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
5.7
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
9.4
|
|
||||||
Advance payments, short-term
|
—
|
|
|
118.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118.6
|
|
||||||
Deferred revenue, short-term
|
—
|
|
|
21.7
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
23.4
|
|
||||||
Deferred grant income liability — current
|
—
|
|
|
—
|
|
|
9.0
|
|
|
1.2
|
|
|
—
|
|
|
10.2
|
|
||||||
Other current liabilities
|
—
|
|
|
40.5
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
45.1
|
|
||||||
Total current liabilities
|
—
|
|
|
1,167.2
|
|
|
245.3
|
|
|
216.4
|
|
|
(370.1
|
)
|
|
1,258.8
|
|
||||||
Long-term debt
|
—
|
|
|
1,130.5
|
|
|
—
|
|
|
265.6
|
|
|
(252.0
|
)
|
|
1,144.1
|
|
||||||
Advance payments, long-term
|
—
|
|
|
680.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
680.4
|
|
||||||
Pension/OPEB obligation
|
—
|
|
|
73.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73.0
|
|
||||||
Deferred grant income liability — non-current
|
—
|
|
|
—
|
|
|
66.7
|
|
|
29.4
|
|
|
—
|
|
|
96.1
|
|
||||||
Deferred revenue and other deferred credits
|
—
|
|
|
21.2
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
27.5
|
|
||||||
Other liabilities
|
—
|
|
|
315.0
|
|
|
—
|
|
|
25.8
|
|
|
(80.0
|
)
|
|
260.8
|
|
||||||
Total equity
|
1,622.0
|
|
|
1,542.1
|
|
|
307.3
|
|
|
264.5
|
|
|
(2,113.9
|
)
|
|
1,622.0
|
|
||||||
Total liabilities and shareholders' equity
|
$
|
1,622.0
|
|
|
$
|
4,929.4
|
|
|
$
|
619.3
|
|
|
$
|
808.0
|
|
|
$
|
(2,816.0
|
)
|
|
$
|
5,162.7
|
|
|
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, net
|
—
|
|
|
231.1
|
|
|
—
|
|
|
21.5
|
|
|
—
|
|
|
252.6
|
|
||||||
Investment in subsidiary
|
1,026.3
|
|
|
281.5
|
|
|
—
|
|
|
—
|
|
|
(1,307.8
|
)
|
|
—
|
|
||||||
Equity in net assets of subsidiaries
|
454.7
|
|
|
119.4
|
|
|
—
|
|
|
—
|
|
|
(574.1
|
)
|
|
—
|
|
||||||
Other assets
|
—
|
|
|
422.4
|
|
|
80.0
|
|
|
24.2
|
|
|
(419.5
|
)
|
|
107.1
|
|
||||||
Total assets
|
$
|
1,481.0
|
|
|
$
|
4,831.0
|
|
|
$
|
609.3
|
|
|
$
|
809.6
|
|
|
$
|
(2,623.7
|
)
|
|
$
|
5,107.2
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
666.5
|
|
|
$
|
224.2
|
|
|
$
|
185.2
|
|
|
$
|
(322.2
|
)
|
|
$
|
753.7
|
|
Accrued expenses
|
—
|
|
|
189.9
|
|
|
0.5
|
|
|
30.2
|
|
|
—
|
|
|
220.6
|
|
||||||
Profit sharing
|
—
|
|
|
35.7
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
38.4
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
12.9
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
16.8
|
|
||||||
Advance payments, short-term
|
—
|
|
|
133.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133.5
|
|
||||||
Deferred revenue, short-term
|
—
|
|
|
15.7
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
19.8
|
|
||||||
Deferred grant income liability — current
|
—
|
|
|
—
|
|
|
7.3
|
|
|
1.3
|
|
|
—
|
|
|
8.6
|
|
||||||
Other current liabilities
|
—
|
|
|
137.1
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
144.2
|
|
||||||
Total current liabilities
|
—
|
|
|
1,191.3
|
|
|
232.0
|
|
|
234.5
|
|
|
(322.2
|
)
|
|
1,335.6
|
|
||||||
Long-term debt
|
—
|
|
|
1,131.4
|
|
|
80.0
|
|
|
278.6
|
|
|
(339.5
|
)
|
|
1,150.5
|
|
||||||
Advance payments, long-term
|
—
|
|
|
728.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
728.9
|
|
||||||
Pension/OPEB obligation
|
—
|
|
|
69.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69.8
|
|
||||||
Deferred grant income liability — non-current
|
—
|
|
|
—
|
|
|
75.6
|
|
|
32.6
|
|
|
—
|
|
|
108.2
|
|
||||||
Deferred revenue and other deferred credits
|
—
|
|
|
22.7
|
|
|
—
|
|
|
8.2
|
|
|
—
|
|
|
30.9
|
|
||||||
Other liabilities
|
—
|
|
|
245.6
|
|
|
—
|
|
|
36.7
|
|
|
(80.0
|
)
|
|
202.3
|
|
||||||
Total equity
|
1,481.0
|
|
|
1,441.3
|
|
|
221.7
|
|
|
219.0
|
|
|
(1,882.0
|
)
|
|
1,481.0
|
|
||||||
Total liabilities and shareholders' equity
|
$
|
1,481.0
|
|
|
$
|
4,831.0
|
|
|
$
|
609.3
|
|
|
$
|
809.6
|
|
|
$
|
(2,623.7
|
)
|
|
$
|
5,107.2
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
312.8
|
|
|
$
|
58.3
|
|
|
$
|
(9.5
|
)
|
|
$
|
—
|
|
|
$
|
361.6
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchase of property, plant and equipment
|
—
|
|
|
(147.4
|
)
|
|
(58.3
|
)
|
|
(14.5
|
)
|
|
|
|
|
(220.2
|
)
|
||||||
Proceeds from sale of assets
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Change in restricted cash
|
—
|
|
|
(19.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.9
|
)
|
||||||
Other
|
—
|
|
|
2.3
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(164.5
|
)
|
|
(58.3
|
)
|
|
(16.8
|
)
|
|
—
|
|
|
(239.6
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of bonds
|
—
|
|
|
300.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300.0
|
|
||||||
Principal payments of debt
|
—
|
|
|
(12.9
|
)
|
|
—
|
|
|
(3.9
|
)
|
|
—
|
|
|
(16.8
|
)
|
||||||
Collection on (repayment of) intercompany debt
|
—
|
|
|
7.5
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
—
|
|
||||||
Payments on bonds
|
—
|
|
|
(300.0
|
)
|
|
|
|
—
|
|
|
—
|
|
|
(300.0
|
)
|
|||||||
Debt issuance and financing costs
|
—
|
|
|
(20.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.8
|
)
|
||||||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
2.5
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
2.6
|
|
||||||
Proceeds (payments) from subsidiary for purchase of treasury stock
|
129.2
|
|
|
(129.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
(129.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129.2
|
)
|
||||||
Net cash used in financing activities
|
—
|
|
|
(152.9
|
)
|
|
—
|
|
|
(11.3
|
)
|
|
—
|
|
|
(164.2
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||||
Net decrease in cash and cash equivalents for the period
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
(38.2
|
)
|
|
—
|
|
|
(42.8
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
359.2
|
|
|
—
|
|
|
61.5
|
|
|
—
|
|
|
420.7
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
354.6
|
|
|
$
|
—
|
|
|
$
|
23.3
|
|
|
$
|
—
|
|
|
$
|
377.9
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(621.4
|
)
|
|
$
|
219.0
|
|
|
$
|
34.2
|
|
|
$
|
7.4
|
|
|
$
|
621.4
|
|
|
$
|
260.6
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchase of property, plant and equipment
|
—
|
|
|
(190.9
|
)
|
|
(34.2
|
)
|
|
(9.1
|
)
|
|
—
|
|
|
(234.2
|
)
|
||||||
Purchase of property, plant and equipment — severe weather event
|
—
|
|
|
(38.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.4
|
)
|
||||||
Proceeds from sale of assets
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||||
Equity in net assets of subsidiaries
|
621.4
|
|
|
3.0
|
|
|
—
|
|
|
0.7
|
|
|
(621.4
|
)
|
|
3.7
|
|
||||||
Other
|
—
|
|
|
4.8
|
|
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
||||||
Net cash provided by (used in) investing activities
|
621.4
|
|
|
(220.8
|
)
|
|
(34.2
|
)
|
|
(13.2
|
)
|
|
(621.4
|
)
|
|
(268.2
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from revolving credit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Payments on revolving credit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Principal payments of debt
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(10.4
|
)
|
||||||
Collection on (repayment of) intercompany debt
|
—
|
|
|
2.0
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Debt issuance and financing costs
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
||||||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Net cash used in financing activities
|
—
|
|
|
(8.1
|
)
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
(13.9
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
||||||
Net (decrease) in cash and cash equivalents for the period
|
—
|
|
|
(9.9
|
)
|
|
—
|
|
|
(10.1
|
)
|
|
—
|
|
|
(20.0
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
369.1
|
|
|
—
|
|
|
71.6
|
|
|
—
|
|
|
440.7
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
359.2
|
|
|
$
|
—
|
|
|
$
|
61.5
|
|
|
$
|
—
|
|
|
$
|
420.7
|
|
|
Holdings
|
|
Spirit
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
34.8
|
|
|
$
|
586.6
|
|
|
$
|
4.6
|
|
|
$
|
(46.8
|
)
|
|
$
|
(34.8
|
)
|
|
$
|
544.4
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchase of property, plant and equipment
|
—
|
|
|
(204.7
|
)
|
|
(4.6
|
)
|
|
(26.8
|
)
|
|
—
|
|
|
(236.1
|
)
|
||||||
Purchase of property, plant and equipment — severe weather event
|
—
|
|
|
(12.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.9
|
)
|
||||||
Proceeds from sale of assets
|
—
|
|
|
0.4
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.6
|
|
||||||
Equity in net assets of subsidiaries
|
(34.8
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
0.2
|
|
|
34.8
|
|
|
(1.4
|
)
|
||||||
Net cash (used in) provided by investing activities
|
(34.8
|
)
|
|
(218.8
|
)
|
|
(4.6
|
)
|
|
(25.4
|
)
|
|
34.8
|
|
|
(248.8
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from revolving credit facility
|
—
|
|
|
170.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170.0
|
|
||||||
Payments on revolving credit facility
|
—
|
|
|
(170.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(170.0
|
)
|
||||||
Proceeds from issuance of debt
|
—
|
|
|
547.2
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
547.6
|
|
||||||
Principal payments of debt
|
—
|
|
|
(567.4
|
)
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
(571.0
|
)
|
||||||
Collection on (repayment of) intercompany debt
|
—
|
|
|
(74.0
|
)
|
|
—
|
|
|
74.0
|
|
|
—
|
|
|
—
|
|
||||||
Debt issuance and financing costs
|
—
|
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.4
|
)
|
||||||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||||
Net cash (used in) provided by financing activities
|
—
|
|
|
(105.4
|
)
|
|
—
|
|
|
70.8
|
|
|
—
|
|
|
(34.6
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||||
Net increase in cash and cash equivalents for the period
|
—
|
|
|
262.4
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
262.9
|
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
106.7
|
|
|
—
|
|
|
71.1
|
|
|
—
|
|
|
177.8
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
369.1
|
|
|
$
|
—
|
|
|
$
|
71.6
|
|
|
$
|
—
|
|
|
$
|
440.7
|
|
•
|
Our Tulsa site completed the implementation of 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 system.
|
•
|
During 2014 (culminating in the fourth quarter), management completed its implementation of a remediation initiative to address the previously reported material weakness in internal controls relating to accounting estimates for the A350 XWB Section 15 recurring program. The remediation initiative significantly increased the analysis and review of the completeness and accuracy of bills of materials and their impact on the future cost estimates for the A350 XWB Section 15 recurring program. In addition, management implemented enhancements to the corporate oversight of changes to EAC assumptions. Management believes these initiatives significantly improved the overall completeness, accuracy and valuation of inventory and cost of sales. As of December 31, 2014, management has completed the documentation and testing of the design and operating effectiveness of the corrective actions described above and considered such testing in our annual assessment of internal control over financial reporting.
|
•
|
During 2014 (culminating in the fourth quarter), management completed its implementation of a remediation initiative to address the previously reported material weakness in internal controls relating to accounting estimates for the G280 and G650 programs. The remediation initiatives enhanced the Company's internal controls over financial reporting by establishing a more comprehensive review and approval process of cost estimates related to supply chain management, labor and bills of material in Tulsa. Management also increased corporate oversight of changes to EAC assumptions specifically regarding estimates of production units. Management completed the documentation and testing of the
|
Article I. Exhibit
Number
|
|
Section 1.01 Exhibit
|
|
Incorporated by
Reference to the
Following Documents
|
2.1
|
|
Asset Purchase Agreement, dated as of February 22, 2005, between Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) and The Boeing Company
|
|
Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 2.1
|
2.2
|
|
First Amendment to Asset Purchase Agreement, dated June 15, 2005, between Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) and The Boeing Company
|
|
Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 2.2
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Spirit AeroSystems Holdings, Inc.
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 20, 2009, Exhibit 3.1
|
3.2
|
|
Third Amended and Restated By Laws of Spirit AeroSystems Holdings, Inc.
|
|
Current Report on Form 8-K (File No. 001-33160), filed May 3, 2010, Exhibit 3.1
|
4.1
|
|
Form of Class A Common Stock Certificate
|
|
Amendment No. 5 to Registration Statement on Form S-1/A (File No. 333-135486), filed November 17, 2006, Exhibit 4.1
|
4.2
|
|
Form of Class B Common Stock Certificate
|
|
Amendment No. 5 to Registration Statement on Form S-1/A (File No. 333-135486), filed November 17, 2006, Exhibit 4.2
|
4.3
|
|
Registration Agreement, dated June 16, 2005, among Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) and the persons listed on Schedule A thereto
|
|
Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 4.4
|
4.4
|
|
Indenture dated as of September 30, 2009, governing the 7
1
/
2
% Senior Notes due 2017, by and among Spirit AeroSystems, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A.
|
|
Current Report on Form 8-K (File No. 001-33160), filed October 1, 2009, Exhibit 4.1
|
4.5
|
|
Form of 7 1/2% Senior Note due 2017
|
|
Current Report on Form 8-K (File No. 001-33160), filed October 1, 2009, included as Exhibit A to Exhibit 4.1
|
4.6
|
|
Registration Rights Agreement, dated as of September 30, 2009, among Spirit AeroSystems, Inc., the guarantors identified therein, Banc of America Securities LLC and the other initial purchasers of the Notes named therein
|
|
Current Report on Form 8-K (File No. 001-33160), filed October 1, 2009, Exhibit 4.3
|
4.7
|
|
Indenture dated as of November 18, 2010, governing the 6
3
/
4
% Senior Notes due 2020, by and among Spirit AeroSystems, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A.
|
|
Current Report on Form 8-K (File No. 001-33160), filed November 18, 2010, Exhibit 4.1
|
4.8
|
|
Form of 6
3
/
4
% Senior Note due 2020
|
|
Current Report on Form 8-K (File No. 001-33160), filed November 18, 2010, included as Exhibit A to Exhibit 4.2
|
4.9
|
|
Registration Rights Agreement, dated as of November 18, 2010, among Spirit AeroSystems, Inc., the guarantors identified therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of itself and as representative of the several initial purchasers of the notes named therein
|
|
Current Report on Form 8-K (File No. 001-33160), filed November 18, 2010, Exhibit 4.3
|
Article I. Exhibit
Number
|
|
Section 1.01 Exhibit
|
|
Incorporated by
Reference to the
Following Documents
|
4.10
|
|
Supplemental Indenture, dated as of August 11, 2010
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed November 5, 2010, Exhibit 4.1
|
4.11
|
|
Supplemental Indenture, dated as of March 17, 2014
|
|
Current Report on Form 8-K (File No. 001-331600, filed March 21, 2014, Exhibit 4.1
|
4.12
|
|
Indenture dated as of March 18, 2014, governing the 5¼ Senior Notes due 2022, by and among Spirit, the guarantors identified therein and the Bank of New York Mellon Trust Company, N.A.
|
|
Current Report on Form 8-K (File No. 001-33160), filed March 21, 2014, Exhibit 4.2
|
4.13
|
|
Form of 5 ¼% Senior Note due 2022
|
|
Current Report on Form 8-K (File No. 001-33160), filed March 21, 2014, Exhibit 4.3 (included as Exhibit A to Exhibit 4.2)
|
4.14
|
|
Registration Rights Agreement, dated as of March 18, 2014, among Spirit, the guarantors identified therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of itself and as representative of the several initial purchasers of the Notes named therein
|
|
Current Report on Form 8-K (File No. 001-33160), filed March 21, 2014, Exhibit 4.4
|
10.1†
|
|
Employment Agreement, dated September 13, 2005, between Spirit AeroSystems, Inc. and H. David Walker
|
|
Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.3
|
10.2†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and Philip D. Anderson, dated February 12, 2010
|
|
Current Report on Form 8-K (File No. 001-33160), filed February 17, 2010, Exhibit 10.1
|
10.3†
|
|
Spirit AeroSystems Holdings, Inc. Amended and Restated Executive Incentive Plan
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed October 31, 2008, Exhibit 10.7
|
10.4†
|
|
Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) Supplemental Executive Retirement Plan
|
|
Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.8
|
10.5†
|
|
Amendment to Spirit AeroSystems Holdings, Inc. Supplemental Executive Retirement Plan, dated July 30, 2007
|
|
Registration Statement on Form S-8 (File No. 333-146112), filed September 17, 2007, Exhibit 10.2
|
10.6†
|
|
Spirit AeroSystems Holdings, Inc. Second Amended and Restated Short-Term Incentive Plan.
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 5, 2011, Exhibit 10.3
|
10.7†
|
|
Spirit AeroSystems Holdings, Inc. Fourth Amended and Restated Long-Term Incentive Plan.
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 5, 2011, Exhibit 10.4
|
10.8†
|
|
Spirit AeroSystems Holdings, Inc. Cash Incentive Plan
|
|
Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.11
|
10.9†
|
|
Spirit AeroSystems Holdings, Inc. Union Equity Participation Program
|
|
Amendment No. 2 to Registration Statement on Form S-1/A (File No. 333-135486), filed October 30, 2006, Exhibit 10.12
|
Article I. Exhibit
Number
|
|
Section 1.01 Exhibit
|
|
Incorporated by
Reference to the
Following Documents
|
10.10†
|
|
Spirit AeroSystems Holdings, Inc. Second Amended and Restated Director Stock Plan
|
|
Registration Statement on Form S-8 (File No. 333-150402), filed April 23, 2008, Exhibit 10.1
|
10.11
|
|
Form of Indemnification Agreement
|
|
Amendment No. 1 to Registration Statement on Form S-1/A (File No. 333-135486), filed August 29, 2006, Exhibit 10.14
|
10.12††
|
|
Special Business Provisions (Sustaining), as amended through February 6, 2013, between The Boeing Company and Spirit AeroSystems, Inc.
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 19, 2014, Exhibit 10.17
|
10.13††
|
|
Amendment No. 9 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems Inc., dated as of September 4, 2014
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed October 31, 2014, Exhibit 10.1
|
10.14††
|
|
Amendment No. 10 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems Inc., dated as of September 26, 2014
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed October 31, 2014, Exhibit 10.2
|
10.15††
|
|
General Terms Agreement (Sustaining and others), dated as of June 16, 2005, between The Boeing Company and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.)
|
|
Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.24
|
10.16††
|
|
Hardware Material Services General Terms Agreement, dated as of June 16, 2005, between The Boeing Company and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.)
|
|
Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.25
|
10.17††
|
|
Ancillary Know-How Supplemental License Agreement, dated as of June 16, 2005, between The Boeing Company and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.)
|
|
Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.26
|
10.18
|
|
Sublease Agreement, dated as of June 16, 2005, among The Boeing Company, Boeing IRB Asset Trust and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.)
|
|
Registration Statement on Form S-1 (File No. 333-135486), filed June 30, 2006, Exhibit 10.27
|
10.19
|
|
Inducement Agreement between Spirit AeroSystems, Inc. and The North Carolina Global TransPark Authority, dated May 14, 2008
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 1, 2008, Exhibit 10.2
|
10.20
|
|
Lease Agreement between Spirit AeroSystems, Inc. and The North Carolina Global TransPark Authority, dated May 14, 2008
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 1, 2008, Exhibit 10.3
|
10.21
|
|
Construction Agency Agreement between Spirit AeroSystems, Inc. and The North Carolina Global TransPark Authority, dated May 14, 2008
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 1, 2008, Exhibit 10.4
|
10.22†
|
|
Amendment to the Spirit AeroSystems Holdings, Inc. Amended and Restated Executive Incentive Plan.
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed May 6, 2010, Exhibit 10.1
|
10.23
|
|
Spirit AeroSystems Holdings, Inc. Amended and Restated Deferred Compensation Plan, As Amended
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed May 6, 2011, Exhibit 10.34
|
Article I. Exhibit
Number |
|
Section 1.01 Exhibit
|
|
Incorporated by
Reference to the Following Documents |
10.24†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and David Coleal, effective as of July 14, 2011
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed November 4, 2011, Exhibit 10.1
|
10.25
|
|
Credit Agreement, dated as of April 18, 2012, among Spirit AeroSystems, Inc., the other guarantors party thereto, Bank of America, N.A. and the other agents and lenders party thereto
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 7, 2012, Exhibit 10.1
|
10.26
|
|
Amendment No. 1, dated as of October 26, 2012, to Credit Agreement dated as of April 18, 2012 among Spirit Aerosystems, Inc., Spirit AeroSystems Holdings, Inc., the other guarantors party thereto, Bank of America, N.A. and the other agents and lenders party thereto
|
|
Current Report on Form 8-K (File No. 001-33160), filed October 30, 2012, Exhibit 10.1
|
10.27
|
|
Amendment No. 2, dated as of August 2, 2013, to Credit Agreement dated as of April 18, 2012 among Spirit Aerosystems, Inc., Spirit AeroSystems Holdings, Inc., the other guarantors party thereto, Bank of America, N.A. and the other agents and lenders party thereto
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 19, 2014, Exhibit 10.31
|
10.28†
|
|
Amended and Restated Employment Agreement, between Spirit AeroSystems, Inc. and Jon Lammers, effective as of July 24, 2012
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed November 5, 2012, Exhibit 10.1
|
10.29
|
|
Amendment No. 2, dated March 4, 2011, to General Terms Agreement (Sustaining and Others) between The Boeing Company and Spirit AeroSystems, Inc.
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed November 5, 2012, Exhibit 10.2
|
10.30††
|
|
Memorandum of Agreement, between The Boeing Company and Spirit AeroSystems, Inc., made as of March 9, 2012, amending Special Business Provisions (Sustaining)
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed November 5, 2012, Exhibit 10.4
|
10.31†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and Larry A. Lawson, effective as of March 18, 2013
|
|
Current Report on Form 8-K (File No. 001-33160), filed March 22, 2013, Exhibit 10.1
|
10.32†
|
|
Retirement and Consulting Agreement and General Release between Spirit AeroSystems, Inc., Spirit AeroSystems Holdings, Inc. and Jeffrey L. Turner, effective as of May 2, 2013
|
|
Current Report on Form 8-K (File No. 001-33160), filed May 6, 2013, Exhibit 10.1
|
10.33†
|
|
Retirement and Consulting Agreement and General Release between Spirit AeroSystems, Inc., Spirit AeroSystems Holdings, Inc. and Michael G. King, effective as of June 18, 2013
|
|
Current Report on Form 8-K (File No. 001-33160), filed June 24, 2013, Exhibit 10.1
|
10.34†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and Sanjay Kapoor, effective as of August 23, 2013
|
|
Current Report on Form 8-K (File No. 001-33160), filed August 26, 2013, Exhibit 10.1
|
10.35†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and Heidi Wood, effective as of July 15, 2013
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 19, 2014, Exhibit 10.40
|
10.36†
|
|
Amendment to Employment Agreement between Spirit Aerosystems, Inc. and Heidi Wood, effective as of July 15, 2013
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 19, 2014, Exhibit 10.41
|
10.37†
|
|
Form of Executive Compensation Letter
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 19, 2014, Exhibit 10.42
|
Article I. Exhibit
Number
|
|
Section 1.01 Exhibit
|
|
Incorporated by
Reference to the
Following Documents
|
10.38
|
|
Amendment No. 3, dated as of March 18, 2014, to Credit Agreement dated as of April 18, 2012 among Spirit AeroSystems, Inc., Spirit AeroSystems Holdings, Inc., the other guarantors party thereto, Bank of America, N.A. and the other agents and lenders party thereto
|
|
Current Report on Form 8-K (File No. 001-33160), filed March 21, 2014, Exhibit 10.1
|
10.39
|
|
Memorandum of Agreement (737 MAX Non-Recurring Agreement), between The Boeing Company and Spirit AeroSystems, Inc., made as of April 7, 2014, amending Spirit's long-term supply agreement with Boeing
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 1, 2014, Exhibit 10.2
|
10.40
|
|
Memorandum of Agreement (Pricing Agreement), between The Boeing Company and Spirit AeroSystems, Inc., made as of April 8, 2014, amending Spirit's long-term supply agreement with Boeing
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 1, 2014, Exhibit 10.3
|
10.41
|
|
Amendment No. 4 to Credit Agreement, dated as of June 3, 2014, among Spirit AeroSystems Holdings, Inc., the other guarantors party thereto, Bank of America, N.A. and the other agents and lenders party thereto
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 1, 2014, Exhibit 10.4
|
10.42†
|
|
Spirit AeroSystems Holdings, Inc. 2014 Omnibus Incentive Plan
|
|
Registration Statement on Form S-8 (File No. 333-195790), filed May 8, 2014, Exhibit 10.1.
|
10.43†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and Samantha Marnick, effective as of February 22, 2006 and annual Executive Compensation Letter, dated May 3, 2013
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed May 2, 2014, Exhibit 10.1
|
10.44†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and Duane Hawkins, effective as of June 17, 2013
|
|
*
|
10.45†
|
|
Amendment to Employment Agreement between Spirit Aerosystems, Inc. and Duane Hawkins, effective as of June 17, 2013
|
|
*
|
10.46†
|
|
Annual Executive Compensation Letter between Spirit AeroSystems, Inc. and John Pilla, dated February 7, 2014
|
|
*
|
10.47†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and Krisstie Kondrotis, effective as of December 10, 2014
|
|
*
|
10.48
|
|
Asset Purchase Agreement, between Spirit AeroSystems, Inc., Triumph Aerostructures - Tulsa, LLC and Triumph Group, Inc., dated as of December 8, 2014.
|
|
Current Report on Form 8-K (File No. 001-33160), filed January 6, 2015, Exhibit 2.1
|
10.49
|
|
Amendment No. 1 to Asset Purchase Agreement, between Spirit AeroSystems, Inc., Triumph Aerostructures - Tulsa, LLC and Triumph Group, Inc., dated as of December 30, 2014
|
|
Current Report on Form 8-K (File No. 001-33160), filed January 6, 2015, Exhibit 2.2
|
12.1
|
|
Ratio of Earnings to Fixed Charges
|
|
*
|
14.1
|
|
Code of Ethics
|
|
|
Article I. Exhibit
Number
|
|
Section 1.01 Exhibit
|
|
Incorporated by
Reference to the
Following Documents
|
|
|
(i) Spirit AeroSystems Holdings, Inc. Code of Ethics and Business Conduct, as amended
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 5, 2011, Exhibit 14.1
|
|
|
(ii) Spirit AeroSystems Holdings, Inc. Code of Conduct for Finance Employees
|
|
Annual Report on Form 10-K (File No. 001-33160), filed March 5, 2007, Exhibit 14.1
|
21.1
|
|
Subsidiaries of Spirit AeroSystems Holdings, Inc.
|
|
*
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
|
*
|
23.2
|
|
Consent of Ernst & Young LLP
|
|
*
|
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
|
††
|
Indicates that portions of the exhibit have been omitted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
|
|
SPIRIT AEROSYSTEMS HOLDINGS, INC.
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Sanjay Kapoor
|
|
|
|
|
Sanjay Kapoor Senior Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Larry A. Lawson
|
|
Director, President and Chief Executive
|
|
February 13, 2015
|
Larry A. Lawson
|
|
Officer (Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Sanjay Kapoor
|
|
Senior Vice President and Chief Financial
|
|
February 13, 2015
|
Sanjay Kapoor
|
|
Officer (Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Mark J. Suchinski
|
|
Vice President and Corporate Controller
|
|
February 13, 2015
|
Mark J. Suchinski
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Robert Johnson
|
|
Director, Chairman of the Board
|
|
February 13, 2015
|
Robert Johnson
|
|
|
|
|
|
|
|
|
|
/s/ Charles Chadwell
|
|
Director
|
|
February 13, 2015
|
Charles Chadwell
|
|
|
|
|
|
|
|
|
|
/s/ Ivor Evans
|
|
Director
|
|
February 13, 2015
|
Ivor Evans
|
|
|
|
|
|
|
|
|
|
/s/ Paul Fulchino
|
|
Director
|
|
February 13, 2015
|
Paul Fulchino
|
|
|
|
|
|
|
|
|
|
/s/ Richard Gephardt
|
|
Director
|
|
February 13, 2015
|
Richard Gephardt
|
|
|
|
|
|
|
|
|
|
/s/ Ronald Kadish
|
|
Director
|
|
February 13, 2015
|
Ronald Kadish
|
|
|
|
|
|
|
|
|
|
/s/ Christopher E. Kubasik
|
|
Director
|
|
February 13, 2015
|
Christopher E. Kubasik
|
|
|
|
|
|
|
|
|
|
/s/ John L. Plueger
|
|
Director
|
|
February 13, 2015
|
John L. Plueger
|
|
|
|
|
|
|
|
|
|
/s/ Tawfiq Popatia
|
|
Director
|
|
February 13, 2015
|
Tawfiq Popatia
|
|
|
|
|
|
|
|
|
|
/s/ Francis Raborn
|
|
Director
|
|
February 13, 2015
|
Francis Raborn
|
|
|
|
|
1.
|
Employment
|
1.
|
Signing Bonus - Restricted Stock
|
2.
|
Defined Terms
|
3.
|
Remaining Provisions
|
1.
|
Employment
|
If you are continuously employed from the Effective Date until . . .
|
Your vested percentage in the Bonus Shares will be . . .
|
March 15, 2015
|
50%
|
March 15, 2016
|
100%
|
|
Spirit Holdings
|
||||||||||||||||||
|
Twelve Months Ended
|
||||||||||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and equity in net income (loss) of affiliates
|
$
|
262.4
|
|
|
$
|
(430.8
|
)
|
|
$
|
11.4
|
|
|
$
|
280.3
|
|
|
$
|
297.8
|
|
Add: Fixed charges (from below)
|
99.0
|
|
|
81.9
|
|
|
95.1
|
|
|
89.6
|
|
|
73.0
|
|
|||||
Add: Amortization of capitalized interest
|
4.1
|
|
|
3.8
|
|
|
3.6
|
|
|
2.9
|
|
|
2.1
|
|
|||||
Add: Distributed income of equity investee
|
0.5
|
|
|
0.5
|
|
|
(0.7
|
)
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|||||
Subtract: Capitalized interest expense
|
4.0
|
|
|
5.8
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
362.0
|
|
|
$
|
(350.4
|
)
|
|
$
|
101.9
|
|
|
$
|
371.8
|
|
|
$
|
372.2
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (including amortization of debt issuance costs, debt discounts and premiums)
|
$
|
88.1
|
|
|
$
|
70.1
|
|
|
$
|
82.9
|
|
|
$
|
77.5
|
|
|
$
|
59.1
|
|
Add: Capitalized interest expense
|
4.0
|
|
|
5.8
|
|
|
7.5
|
|
|
5.4
|
|
|
10.3
|
|
|||||
Add: Portion of rentals representing interest (1/3 of Operating Lease Payments)
|
6.9
|
|
|
6.0
|
|
|
4.6
|
|
|
6.7
|
|
|
3.6
|
|
|||||
|
$
|
99.0
|
|
|
$
|
81.9
|
|
|
$
|
95.0
|
|
|
$
|
89.6
|
|
|
$
|
73.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
3.7
|
|
|
(4.3
|
)
|
|
1.1
|
|
|
4.1
|
|
|
5.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Larry A. Lawson
|
|
|
Larry A. Lawson
President and Chief Executive Officer
|
|
|
/s/ Sanjay Kapoor
|
|
|
Sanjay Kapoor
Senior Vice President and Chief Financial Officer
|
|
|
/s/ Larry A. Lawson
|
|
|
Larry A. Lawson
President and Chief Executive Officer
|
|
|
/s/ Sanjay Kapoor
|
|
|
Sanjay Kapoor
Senior Vice President and Chief Financial Officer
|