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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, 2016
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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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•
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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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•
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margin pressures and the potential for additional forward losses on new and maturing programs;
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•
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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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•
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the effect on aircraft demand and build rates of 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 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 our two major customers, Boeing and Airbus, 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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•
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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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the effect of potential changes in tax law, such as those outlined in recent proposals on U.S. Tax Reform;
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any reduction in our credit ratings;
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our dependence on our suppliers, as well as 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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•
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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 revolving credit facility to higher interest payments should interest rates increase substantially;
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•
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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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•
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the outcome or impact of ongoing or future litigation, claims and regulatory actions; and
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•
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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 Program
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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, B737 Max, B777X, Bell V280
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Typically has not achieved certifications
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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, Bombardier CSeries
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Less design evolution than in new program phase
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Typically few contract blocks completed
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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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Certification has been achieved
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Family, A330, A380, Boeing P-8
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Stable design
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Typically several contract blocks completed
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Product
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Description
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Aircraft Program
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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
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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 Program
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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 Program
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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 Rolls-Royce BR725
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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 programs
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•
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composites design and manufacturing processes;
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leading mechanized and automated assembly and fastening techniques;
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large-scale skin fabrication using both metallic and composite materials;
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chemical etching and metal bonding expertise;
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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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Union
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Percent of our U.S. Employees Represented
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Status of the Agreements with Major Union
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The International Association of Machinists and Aerospace Workers (IAM)
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56%
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We have two major agreements; one expiring in June 2020 and one in December 2024.
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The Society of Professional Engineering Employees in Aerospace (SPEEA)
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20%
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We have two major agreements; one expiring in December 2018 and one in January 2021.
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The International Union, Automobile, Aerospace and Agricultural Implement Workers of America (UAW)
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10%
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We have one major agreement expiring in November 2020.
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The International Brotherhood of Electrical Workers (IBEW)
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1%
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We have one major agreement expiring in September 2020.
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•
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difficulties in the separation of operations, services, products and personnel;
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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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loss of key employees;
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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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negative effects on our reported results of operations from disposition-related charges, amortization expenses related to intangibles and/or 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 global economic conditions 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 credit facility, 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 54,421,352 shares of class A common stock (net of shares issued but subject to vesting requirements under our benefit plans.
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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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11.3 million
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Owned/Leased
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Facility/Offices/Warehouse
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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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139,600
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Owned
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Kinston, North Carolina
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Primary Manufacturing/Office/Warehouse
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840,000
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Leased
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United Kingdom
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Prestwick, Scotland
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Manufacturing Facility
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976,000
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Owned
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Malaysia
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Subang, Malaysia
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Manufacturing
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325,000
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Owned/Leased
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France
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Saint-Nazaire, France
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Primary Manufacturing/Office
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58,800
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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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2016
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2015
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||||||||||||
Fiscal Quarter
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High
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Low
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High
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Low
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||||||||
1
st
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$
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50.70
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$
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40.50
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$
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52.46
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$
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41.89
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2
nd
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$
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48.98
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$
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41.74
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$
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56.35
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$
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50.33
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3
rd
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$
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46.13
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$
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41.61
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$
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57.16
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$
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47.62
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4
th
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$
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61.26
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$
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44.54
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$
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55.67
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|
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$
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47.68
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Plan Category
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Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
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|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
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|
Number of Securities
Remaining Available
for Future Issuances
Under the Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
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|
||||
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(a)
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(b)
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(c)
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|
||||
Restricted Stock Awards
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|
|
|
|
|
||||
Equity compensation plans approved by security holders
(1)(2)
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341,690
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|
(3)
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N/A
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|
|
7,116,555
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|
|
|
Equity compensation plans not approved by security holders
(2)
|
—
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|
|
—
|
|
|
—
|
|
|
|
Total
|
341,690
|
|
(3)
|
$
|
—
|
|
|
7,116,555
|
|
|
(1)
|
Approved by previous security holders in place before our initial public offering. Amendments were approved by the Company's stockholders in 2008 and 2011. On April 30, 2014, the Company’s Board of Directors approved an Omnibus Incentive Plan
|
(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)
|
Represents the maximum amount of additional shares that may be issued as performance-based LTI awards under the Omnibus Plan based on the Company’s total shareholder return ("TSR") relative to the TSR of a group of the Company’s peers over three-year performance periods ending April 30, 2017, December 31, 2017 and December 31, 2018. The amount of shares that could be granted under these awards may range from 0-200% based on our TSR performance. On the initial grant dates for these performance-based awards, the Company grants shares of restricted stock in the amount that would vest after the completion of the three-year measuring period if the Company achieves target TSR by ranking at 50% in the peer group. If the Company’s TSR percentile ranking relative to its peer group achieves the maximum performance goal by ranking at 90% or greater, the amount of shares awarded will equal 200% of the target, and these additional shares that would be issued upon achievement of maximum performance (in excess of the amount of shares that vest at target performance, which have already been issued) are represented by the specified amount in the table under this item.
|
|
INDEXED RETURNS
Years Ending
|
||||||||||||||||
Company/Index
|
Base
Period
12/31/11
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
||||||
Spirit AeroSystems Holdings, Inc
.
|
100
|
|
|
81.67
|
|
|
164.00
|
|
|
207.12
|
|
|
240.95
|
|
|
281.28
|
|
S&P 500 Index
|
100
|
|
|
116.00
|
|
|
153.57
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
S&P 500 Aerospace & Defense Index
|
100
|
|
|
114.56
|
|
|
177.48
|
|
|
197.77
|
|
|
208.52
|
|
|
247.93
|
|
|
Spirit Holdings
|
||||||||||||||||||
|
Twelve Months Ended
|
||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
|
(Dollars in millions, except per share data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
6,792.9
|
|
|
$
|
6,643.9
|
|
|
$
|
6,799.2
|
|
|
$
|
5,961.0
|
|
|
$
|
5,397.7
|
|
Cost of sales
(1)
|
5,803.6
|
|
|
5,532.3
|
|
|
5,711.0
|
|
|
6,059.5
|
|
|
5,245.3
|
|
|||||
Selling, general and administrative expenses
(2)
|
228.3
|
|
|
220.8
|
|
|
233.8
|
|
|
200.8
|
|
|
172.2
|
|
|||||
Impact of severe weather event
|
12.1
|
|
|
—
|
|
|
—
|
|
|
30.3
|
|
|
(146.2
|
)
|
|||||
Research and development
|
23.8
|
|
|
27.8
|
|
|
29.3
|
|
|
34.7
|
|
|
34.1
|
|
|||||
Loss on divestiture of programs
(3)
|
—
|
|
|
—
|
|
|
471.1
|
|
|
—
|
|
|
—
|
|
|||||
Operating income (loss)
|
725.1
|
|
|
863.0
|
|
|
354.0
|
|
|
(364.3
|
)
|
|
92.3
|
|
|||||
Interest expense and financing fee amortization
|
(57.3
|
)
|
|
(52.7
|
)
|
|
(88.1
|
)
|
|
(70.1
|
)
|
|
(82.9
|
)
|
|||||
Other (expense) income, net
|
(7.3
|
)
|
|
(2.2
|
)
|
|
(3.5
|
)
|
|
3.6
|
|
|
2.0
|
|
|||||
Income (loss) before income taxes and equity in net income (loss) of affiliates
|
660.5
|
|
|
808.1
|
|
|
262.4
|
|
|
(430.8
|
)
|
|
11.4
|
|
|||||
Income tax (provision) benefit
|
(192.1
|
)
|
|
(20.6
|
)
|
|
95.9
|
|
|
(191.1
|
)
|
|
24.1
|
|
|||||
Equity in net income (loss) of affiliates
|
1.3
|
|
|
1.2
|
|
|
0.5
|
|
|
0.5
|
|
|
(0.7
|
)
|
|||||
Net income (loss)
|
$
|
469.7
|
|
|
$
|
788.7
|
|
|
$
|
358.8
|
|
|
$
|
(621.4
|
)
|
|
$
|
34.8
|
|
Net income (loss) per share, basic
|
$
|
3.72
|
|
|
$
|
5.69
|
|
|
$
|
2.55
|
|
|
$
|
(4.40
|
)
|
|
$
|
0.24
|
|
Shares used in per share calculation, basic
|
126.1
|
|
|
138.4
|
|
|
140.0
|
|
|
141.3
|
|
|
140.7
|
|
|||||
Net income (loss) per share, diluted
|
$
|
3.70
|
|
|
$
|
5.66
|
|
|
$
|
2.53
|
|
|
$
|
(4.40
|
)
|
|
$
|
0.24
|
|
Shares used in per share calculation, diluted
|
127.0
|
|
|
139.4
|
|
|
141.6
|
|
|
141.3
|
|
|
142.7
|
|
|||||
Dividends declared per common share
|
$
|
0.10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Spirit Holdings
|
||||||||||||||||||
|
Twelve Months Ended
|
||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash flow provided by (used in) operating activities
|
$
|
716.9
|
|
|
$
|
1,289.7
|
|
|
$
|
361.6
|
|
|
$
|
260.6
|
|
|
$
|
544.4
|
|
Cash flow used in investing activities
|
$
|
(253.4
|
)
|
|
$
|
(357.4
|
)
|
|
$
|
(239.6
|
)
|
|
$
|
(268.2
|
)
|
|
$
|
(248.8
|
)
|
Cash flow used in financing activities
|
$
|
(718.7
|
)
|
|
$
|
(351.1
|
)
|
|
$
|
(164.2
|
)
|
|
$
|
(13.9
|
)
|
|
$
|
(34.6
|
)
|
Capital expenditures
|
$
|
(254.0
|
)
|
|
$
|
(360.1
|
)
|
|
$
|
(220.2
|
)
|
|
$
|
(234.2
|
)
|
|
$
|
(236.1
|
)
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
697.7
|
|
|
$
|
957.3
|
|
|
$
|
377.9
|
|
|
$
|
420.7
|
|
|
$
|
440.7
|
|
Accounts receivable, net
|
$
|
660.5
|
|
|
$
|
537.0
|
|
|
$
|
605.6
|
|
|
$
|
550.8
|
|
|
$
|
420.7
|
|
Inventories, net
|
$
|
1,515.3
|
|
|
$
|
1,774.4
|
|
|
$
|
1,753.0
|
|
|
$
|
1,842.6
|
|
|
$
|
2,410.8
|
|
Property, plant & equipment, net
|
$
|
1,991.6
|
|
|
$
|
1,950.7
|
|
|
$
|
1,783.6
|
|
|
$
|
1,803.3
|
|
|
$
|
1,698.5
|
|
Total assets
|
$
|
5,405.2
|
|
|
$
|
5,764.5
|
|
|
$
|
5,162.7
|
|
|
$
|
5,107.2
|
|
|
$
|
5,415.3
|
|
Total debt
|
$
|
1,086.8
|
|
|
$
|
1,120.2
|
|
|
$
|
1,153.5
|
|
|
$
|
1,167.3
|
|
|
$
|
1,176.2
|
|
Long-term debt
|
$
|
1,060.0
|
|
|
$
|
1,085.3
|
|
|
$
|
1,144.1
|
|
|
$
|
1,150.5
|
|
|
$
|
1,165.9
|
|
Total equity
|
$
|
1,928.8
|
|
|
$
|
2,120.0
|
|
|
$
|
1,622.0
|
|
|
$
|
1,481.0
|
|
|
$
|
1,996.9
|
|
(1)
|
Included in 2016 costs of sales are net forward loss charges of $118.2 million. Included in 2015 costs of sales are net favorable changes in estimates on loss programs totaling $10.8 million. Included in 2014 costs of sales are net favorable changes in estimates on loss programs totaling $26.1 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. Includes cumulative catch-up adjustments of $36.6 million, $41.6 million, $60.4 million, $95.5 million and $14.7 million for periods prior to the twelve months ended December 31, 2016, 2015, 2014, 2013 and 2012, respectively.
|
(2)
|
Includes non-cash stock compensation expenses of
$42.5 million
, $26.0 million, $16.4 million, $19.6 million and $15.3 million for the respective periods starting with the twelve months ended December 31, 2016.
|
(3)
|
On December 8, 2014, Spirit entered into an Asset Purchase Agreement with Triumph Aerostructures - Tulsa, LLC, a wholly-owned subsidiary of Triumph Group Inc. ("Triumph"), to sell Spirit’s G280 and G650 programs, consisting of the design, manufacture and support of structural components for the Gulfstream G280 and G650 aircraft in Spirit’s facilities in Tulsa, Oklahoma to Triumph. The transaction closed on December 30, 2014.
|
|
Twelve Months Ended
|
||||||||||
|
December 31, 2016
(1)
|
|
December 31, 2015
(1)(2)
|
|
December 31, 2014
(2)
|
||||||
|
($ in millions)
|
||||||||||
Net revenues
|
$
|
6,792.9
|
|
|
$
|
6,643.9
|
|
|
$
|
6,799.2
|
|
Cost of sales
|
5,803.6
|
|
|
5,532.3
|
|
|
5,711.0
|
|
|||
Gross profit
|
989.3
|
|
|
1,111.6
|
|
|
1,088.2
|
|
|||
Selling, general and administrative expenses
|
228.3
|
|
|
220.8
|
|
|
233.8
|
|
|||
Impact of severe weather event
|
12.1
|
|
|
—
|
|
|
—
|
|
|||
Research and development
|
23.8
|
|
|
27.8
|
|
|
29.3
|
|
|||
Loss on divestiture of programs (see Note 26)
|
—
|
|
|
—
|
|
|
471.1
|
|
|||
Operating income
|
725.1
|
|
|
863.0
|
|
|
354.0
|
|
|||
Interest expense and financing fee amortization
|
(57.3
|
)
|
|
(52.7
|
)
|
|
(88.1
|
)
|
|||
Other expense, net
|
(7.3
|
)
|
|
(2.2
|
)
|
|
(3.5
|
)
|
|||
Income before income taxes and equity in net income of affiliate
|
660.5
|
|
|
808.1
|
|
|
262.4
|
|
|||
Income tax (provision) benefit
|
(192.1
|
)
|
|
(20.6
|
)
|
|
95.9
|
|
|||
Income before equity in net income of affiliate
|
468.4
|
|
|
787.5
|
|
|
358.3
|
|
|||
Equity in net income of affiliate
|
1.3
|
|
|
1.2
|
|
|
0.5
|
|
|||
Net income
|
$
|
469.7
|
|
|
$
|
788.7
|
|
|
$
|
358.8
|
|
(1)
|
See "Twelve Months Ended December 31, 2016 as Compared to Twelve Months Ended December 31, 2015" for detailed discussion of operating data.
|
(2)
|
See "Twelve Months Ended December 31, 2015 as Compared to Twelve Months Ended December 31, 2014" for detailed discussion of operating data.
|
|
Twelve Months Ended
|
|||||||
Model
|
December 31,
2016
|
|
December 31,
2015
|
|
December 31,
2014
|
|||
B737
|
500
|
|
|
502
|
|
|
493
|
|
B747
|
8
|
|
|
15
|
|
|
18
|
|
B767
|
25
|
|
|
18
|
|
|
14
|
|
B777
|
96
|
|
|
102
|
|
|
99
|
|
B787
|
127
|
|
|
126
|
|
|
118
|
|
Total Boeing
|
756
|
|
|
763
|
|
|
742
|
|
A320 Family
(1)
|
574
|
|
|
494
|
|
|
505
|
|
A330/340
(2)
|
74
|
|
|
77
|
|
|
113
|
|
A350
|
69
|
|
|
37
|
|
|
16
|
|
A380
|
22
|
|
|
24
|
|
|
29
|
|
Total Airbus
|
739
|
|
|
632
|
|
|
663
|
|
Business/Regional Jets
(3)
|
88
|
|
|
62
|
|
|
140
|
|
Total
|
1,583
|
|
|
1,457
|
|
|
1,545
|
|
(1)
|
Third quarter 2016 A320 deliveries have been updated to include composite units. A320 deliveries were 135 and 427 for the three and nine month periods ended September 29, 2016, respectively.
|
(2)
|
Airbus publicly announced reduction in A330 production rate.
|
(3)
|
In December 2014, Spirit divested the Gulfstream G280 and G650 wing work packages to Triumph.
|
|
Twelve Months Ended
|
||||||||||
Prime Customer
|
December 31,
2016
|
|
December 31,
2015
|
|
December 31,
2014
|
||||||
|
($ in millions)
|
||||||||||
Boeing
|
$
|
5,502.6
|
|
|
$
|
5,596.6
|
|
|
$
|
5,619.9
|
|
Airbus
|
992.7
|
|
|
760.5
|
|
|
710.4
|
|
|||
Other
(1)
|
297.6
|
|
|
286.8
|
|
|
468.9
|
|
|||
Total net revenues
|
$
|
6,792.9
|
|
|
$
|
6,643.9
|
|
|
$
|
6,799.2
|
|
(1)
|
In December 2014, Spirit divested the Gulfstream G280 and G650 wing work packages to Triumph.
|
|
Twelve Months Ended
|
||||||||||
|
December 31,
2016
|
|
December 31,
2015
|
|
December 31,
2014
|
||||||
|
($ in millions)
|
||||||||||
Segment Revenues
|
|
|
|
|
|
||||||
Fuselage Systems
|
$
|
3,498.8
|
|
|
$
|
3,447.0
|
|
|
$
|
3,354.9
|
|
Propulsion Systems
|
1,777.3
|
|
|
1,750.7
|
|
|
1,737.2
|
|
|||
Wing Systems
|
1,508.7
|
|
|
1,437.7
|
|
|
1,695.9
|
|
|||
All Other
|
8.1
|
|
|
8.5
|
|
|
11.2
|
|
|||
|
$
|
6,792.9
|
|
|
$
|
6,643.9
|
|
|
$
|
6,799.2
|
|
Segment Operating Income (Loss)
(1)
|
|
|
|
|
|
||||||
Fuselage Systems
|
$
|
468.6
|
|
|
$
|
607.3
|
|
|
$
|
557.3
|
|
Propulsion Systems
|
325.9
|
|
|
378.2
|
|
|
354.9
|
|
|||
Wing Systems
|
223.6
|
|
|
178.5
|
|
|
244.6
|
|
|||
All Other
|
1.6
|
|
|
1.3
|
|
|
3.4
|
|
|||
|
1,019.7
|
|
|
1,165.3
|
|
|
1,160.2
|
|
|||
Corporate SG&A
|
(228.3
|
)
|
|
(220.8
|
)
|
|
(233.8
|
)
|
|||
Unallocated impact of severe weather event (See Note 27)
|
(12.1
|
)
|
|
—
|
|
|
—
|
|
|||
Research and development
|
(23.8
|
)
|
|
(27.8
|
)
|
|
(29.3
|
)
|
|||
Unallocated cost of sales
(2)
|
(30.4
|
)
|
|
(53.7
|
)
|
|
(72.0
|
)
|
|||
Loss on divestiture of programs (see Note 26)
|
—
|
|
|
—
|
|
|
(471.1
|
)
|
|||
Total operating income (loss)
|
$
|
725.1
|
|
|
$
|
863.0
|
|
|
$
|
354.0
|
|
(1)
|
Inclusive of forward losses, changes in estimates on loss programs and cumulative catch-up adjustments. These changes in estimates for the periods ended December 31, 2016, 2015 and 2014 are further detailed in the segment discussions below and in Note 3, "Changes in Estimates."
|
(2)
|
For 2016, includes charges of
$13.8
million and
$23.6
million, related to warranty reserve and early retirement incentives, respectively, offset by
$7.9
million for the settlement of historical claims with suppliers. In 2015, includes charges of $40.7 million, $0.8 million, and $6.4 million related to warranty reserve, reduction in workforce and unallocated inventory write-offs, respectively. For 2014, includes charges of
$52.7
million,
$6.0
million, and
$13.0
million related to warranty reserve, reduction in workforce and unallocated inventory write-offs, respectively.
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
($ in millions)
|
||||||||||
Net cash provided by operating activities
|
716.9
|
|
|
1,289.7
|
|
|
361.6
|
|
|||
Net cash used in investing activities
|
(253.4
|
)
|
|
(357.4
|
)
|
|
(239.6
|
)
|
|||
Net cash used in financing activities
|
(718.7
|
)
|
|
(351.1
|
)
|
|
(164.2
|
)
|
|||
Effect of exchange rate change on cash and cash equivalents
|
(4.4
|
)
|
|
(1.8
|
)
|
|
(0.6
|
)
|
|||
Net (decrease) increase in cash and cash equivalents for the period
|
(259.6
|
)
|
|
579.4
|
|
|
(42.8
|
)
|
|||
Cash and cash equivalents, beginning of period
|
957.3
|
|
|
377.9
|
|
|
420.7
|
|
|||
Cash and cash equivalents, end of period
|
$
|
697.7
|
|
|
$
|
957.3
|
|
|
$
|
377.9
|
|
Pricing Tier
|
Credit Rating (S&P/Moody's)
|
|
Commitment
Fee
|
|
Letter of
Credit
Fee
|
|
LIBOR Loans
|
|
Base Rate
Loans
|
1
|
≥BBB+/Baa1
|
|
0.125%
|
|
1.125%
|
|
1.125%
|
|
0.125%
|
2
|
BBB/Baa2
|
|
0.175%
|
|
1.250%
|
|
1.250%
|
|
0.250%
|
3
|
BBB-/Baa3
|
|
0.225%
|
|
1.500%
|
|
1.500%
|
|
0.500%
|
4
|
BB+/Ba1
|
|
0.275%
|
|
1.750%
|
|
1.750%
|
|
0.750%
|
5
|
≤BB/Ba2
|
|
0.350%
|
|
2.000%
|
|
2.000%
|
|
1.000%
|
Interest Coverage Ratio
|
|
Shall not be less than 4.0:1.0
|
Total Leverage Ratio
|
|
Shall not exceed 3.5:1.0
|
Contractual Obligations
(
1)(2)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and
After
|
|
Total
|
||||||||||||||||
|
($ in millions)
|
||||||||||||||||||||||||||||||
Principal payment on term loan
|
$
|
25.0
|
|
|
$
|
25.0
|
|
|
$
|
25.0
|
|
|
$
|
25.0
|
|
|
$
|
387.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
487.5
|
|
Interest on debt
(3)
|
12.1
|
|
|
13.7
|
|
|
14.9
|
|
|
15.2
|
|
|
6.5
|
|
|
0.2
|
|
|
7.6
|
|
|
70.2
|
|
||||||||
Long-term bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300.0
|
|
|
300.0
|
|
|
600.0
|
|
||||||||||
Interest on long-term bonds
|
27.3
|
|
|
27.3
|
|
|
27.3
|
|
|
27.3
|
|
|
27.3
|
|
|
19.4
|
|
|
40.5
|
|
|
196.4
|
|
||||||||
Principal payment on Malaysian term loan
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||||||
Non-cancelable capital lease payments
|
0.7
|
|
|
0.8
|
|
|
0.9
|
|
|
0.9
|
|
|
0.9
|
|
|
0.9
|
|
|
3.8
|
|
|
8.9
|
|
||||||||
Non-cancelable operating lease payments
|
13.0
|
|
|
9.4
|
|
|
7.6
|
|
|
5.3
|
|
|
3.4
|
|
|
2.5
|
|
|
16.0
|
|
|
57.2
|
|
||||||||
Other
|
3.5
|
|
|
7.4
|
|
|
7.4
|
|
|
7.3
|
|
|
6.5
|
|
|
5.8
|
|
|
100.3
|
|
|
138.2
|
|
||||||||
Purchase obligations
(4)
|
143.1
|
|
|
29.7
|
|
|
8.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180.9
|
|
||||||||
Total
|
$
|
225.7
|
|
|
$
|
113.3
|
|
|
$
|
91.2
|
|
|
$
|
81.0
|
|
|
$
|
432.1
|
|
|
$
|
328.8
|
|
|
$
|
468.2
|
|
|
$
|
1,740.3
|
|
(1)
|
Does not include repayment of
$834.8 million
of B787 advances or deferred revenue credits to Boeing, or
$116.7 million
of Airbus advances or deferred revenue credits, which are reflected in our consolidated balance sheet as short-term and long-term liabilities. See Note 8, "Advance Payments and Deferred Revenue/Credits."
|
(2)
|
The
$6.3 million
of unrecognized tax benefit liability for uncertain tax positions has been excluded from this table due to uncertainty involving the ultimate settlement period. See Note 16, "Income Taxes."
|
(3)
|
Interest on our Term Loan was calculated for all years using the three-month LIBOR yield curve as of December 31, 2016 plus applicable margin.
|
(4)
|
Purchase obligations represent computing, tooling, and property, plant and equipment commitments as of December 31, 2016.
|
|
Page
|
Consolidated Financial Statements of Spirit AeroSystems Holdings, Inc. for the periods ended December 31, 2016, December 31, 2015 and December 31, 2014
|
|
Consolidated Statements of Comprehensive
Income (Loss)
|
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
($ in millions, except per share data)
|
||||||||||
Net Revenues
|
$
|
6,792.9
|
|
|
$
|
6,643.9
|
|
|
$
|
6,799.2
|
|
Operating costs and expenses
|
|
|
|
|
|
||||||
Cost of sales
|
5,803.6
|
|
|
5,532.3
|
|
|
5,711.0
|
|
|||
Selling, general and administrative
|
228.3
|
|
|
220.8
|
|
|
233.8
|
|
|||
Impact of severe weather event
|
12.1
|
|
|
—
|
|
|
—
|
|
|||
Research and development
|
23.8
|
|
|
27.8
|
|
|
29.3
|
|
|||
Loss on divestiture of programs
|
—
|
|
|
—
|
|
|
471.1
|
|
|||
Total operating costs and expenses
|
6,067.8
|
|
|
5,780.9
|
|
|
6,445.2
|
|
|||
Operating income
|
725.1
|
|
|
863.0
|
|
|
354.0
|
|
|||
Interest expense and financing fee amortization
|
(57.3
|
)
|
|
(52.7
|
)
|
|
(88.1
|
)
|
|||
Other expense, net
|
(7.3
|
)
|
|
(2.2
|
)
|
|
(3.5
|
)
|
|||
Income before income taxes and equity in net income of affiliates
|
660.5
|
|
|
808.1
|
|
|
262.4
|
|
|||
Income tax (provision) benefit
|
(192.1
|
)
|
|
(20.6
|
)
|
|
95.9
|
|
|||
Income before equity in net income of affiliates
|
468.4
|
|
|
787.5
|
|
|
358.3
|
|
|||
Equity in net income of affiliates
|
1.3
|
|
|
1.2
|
|
|
0.5
|
|
|||
Net income
|
$
|
469.7
|
|
|
$
|
788.7
|
|
|
$
|
358.8
|
|
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
$
|
3.72
|
|
|
$
|
5.69
|
|
|
$
|
2.55
|
|
Diluted
|
$
|
3.70
|
|
|
$
|
5.66
|
|
|
$
|
2.53
|
|
Dividends declared per common share
|
$
|
0.10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
($ in millions)
|
||||||||||
Net income
|
$
|
469.7
|
|
|
$
|
788.7
|
|
|
$
|
358.8
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Settlement of swap, net of tax effect of zero, ($0.4) and zero, respectively
|
—
|
|
|
0.7
|
|
|
—
|
|
|||
Unrealized loss on interest rate swaps, net of tax effect of zero for all periods, respectively
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||
Pension, SERP, and Retiree medical adjustments, net of tax effect of ($20.8), ($7.7) and $1.3, respectively
|
36.9
|
|
|
12.5
|
|
|
(78.0
|
)
|
|||
Unrealized foreign exchange loss on intercompany loan, net of tax effect of 2.5, $0.9 and $1.0, respectively
|
(9.9
|
)
|
|
(3.5
|
)
|
|
(3.5
|
)
|
|||
Foreign currency translation adjustments
|
(53.4
|
)
|
|
(16.4
|
)
|
|
(16.6
|
)
|
|||
Total other comprehensive loss
|
(26.4
|
)
|
|
(6.7
|
)
|
|
(99.2
|
)
|
|||
Total comprehensive income
|
$
|
443.3
|
|
|
$
|
782.0
|
|
|
$
|
259.6
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
($ in millions)
|
||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
697.7
|
|
|
$
|
957.3
|
|
Accounts receivable, net
|
660.5
|
|
|
537.0
|
|
||
Inventory, net
|
1,515.3
|
|
|
1,774.4
|
|
||
Other current assets
|
36.9
|
|
|
30.4
|
|
||
Total current assets
|
2,910.4
|
|
|
3,299.1
|
|
||
Property, plant and equipment, net
|
1,991.6
|
|
|
1,950.7
|
|
||
Pension assets
|
282.3
|
|
|
246.9
|
|
||
Other assets
|
220.9
|
|
|
267.8
|
|
||
Total assets
|
$
|
5,405.2
|
|
|
$
|
5,764.5
|
|
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
579.7
|
|
|
$
|
618.2
|
|
Accrued expenses
|
216.2
|
|
|
230.2
|
|
||
Profit sharing
|
101.4
|
|
|
61.6
|
|
||
Current portion of long-term debt
|
26.7
|
|
|
34.9
|
|
||
Advance payments, short-term
|
199.3
|
|
|
178.3
|
|
||
Deferred revenue, short-term
|
312.1
|
|
|
285.5
|
|
||
Deferred grant income liability — current
|
14.4
|
|
|
11.9
|
|
||
Other current liabilities
|
94.4
|
|
|
37.7
|
|
||
Total current liabilities
|
1,544.2
|
|
|
1,458.3
|
|
||
Long-term debt
|
1,060.0
|
|
|
1,085.3
|
|
||
Advance payments, long-term
|
342.0
|
|
|
507.4
|
|
||
Pension/OPEB obligation
|
43.9
|
|
|
67.7
|
|
||
Deferred revenue and other deferred credits
|
146.8
|
|
|
170.0
|
|
||
Deferred grant income liability — non-current
|
63.4
|
|
|
82.3
|
|
||
Other liabilities
|
276.1
|
|
|
273.5
|
|
||
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, 121,642,556 and 135,617,589 shares issued and outstanding, respectively
|
1.2
|
|
|
1.4
|
|
||
Common stock, Class B par value $0.01, 150,000,000 shares authorized, zero and 121 shares issued and outstanding, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,078.9
|
|
|
1,051.6
|
|
||
Accumulated other comprehensive loss
|
(186.9
|
)
|
|
(160.5
|
)
|
||
Retained earnings
|
2,113.9
|
|
|
1,656.2
|
|
||
Treasury stock, at cost (23,936,092 and 9,691,865 shares, respectively)
|
(1,078.8
|
)
|
|
(429.2
|
)
|
||
Total shareholders' equity
|
1,928.3
|
|
|
2,119.5
|
|
||
Noncontrolling interest
|
0.5
|
|
|
0.5
|
|
||
Total equity
|
1,928.8
|
|
|
2,120.0
|
|
||
Total liabilities and equity
|
$
|
5,405.2
|
|
|
$
|
5,764.5
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings/
Accumulated
Deficit
|
|
|
|||||||||||||||
|
|
|
|
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
Total
|
|||||||||||||||||||
|
($ in millions, except share data)
|
|||||||||||||||||||||||||
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
|
—
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||||
SERP shares issued
|
77,562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Treasury shares
|
(4,000,000.0
|
)
|
|
—
|
|
|
—
|
|
|
(129.2
|
)
|
|
—
|
|
|
—
|
|
|
(129.2
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99.2
|
)
|
|
—
|
|
|
(99.2
|
)
|
||||||
Balance — December 31, 2014
|
141,089,123
|
|
|
$
|
1.4
|
|
|
$
|
1,035.6
|
|
|
$
|
(129.2
|
)
|
|
$
|
(153.8
|
)
|
|
$
|
867.5
|
|
|
$
|
1,621.5
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
788.7
|
|
|
788.7
|
|
||||||
Employee equity awards
|
653,011
|
|
|
—
|
|
|
26.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.0
|
|
||||||
Stock forfeitures
|
(170,789
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net shares settled
|
(395,447
|
)
|
|
—
|
|
|
(20.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.7
|
)
|
||||||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.7
|
|
||||||
SERP shares issued
|
133,677
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Treasury shares
|
(5,691,865
|
)
|
|
—
|
|
|
—
|
|
|
(300.0
|
)
|
|
—
|
|
|
—
|
|
|
(300.0
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
|
—
|
|
|
(6.7
|
)
|
||||||
Balance — December 31, 2015
|
135,617,710
|
|
|
$
|
1.4
|
|
|
$
|
1,051.6
|
|
|
$
|
(429.2
|
)
|
|
$
|
(160.5
|
)
|
|
$
|
1,656.2
|
|
|
$
|
2,119.5
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
469.7
|
|
|
469.7
|
|
||||||
Dividends Declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.0
|
)
|
|
(12.0
|
)
|
||||||
Employee equity awards
|
856,232
|
|
|
—
|
|
|
42.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.5
|
|
||||||
Stock forfeitures
|
(280,349
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net shares settled
|
(335,436
|
)
|
|
—
|
|
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.2
|
)
|
||||||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
SERP shares issued
|
28,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Treasury shares
|
(14,244,227
|
)
|
|
(0.2
|
)
|
|
0.2
|
|
|
(649.6
|
)
|
|
—
|
|
|
—
|
|
|
(649.6
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.4
|
)
|
|
—
|
|
|
(26.4
|
)
|
||||||
Balance — December 31, 2016
|
121,642,556
|
|
|
$
|
1.2
|
|
|
$
|
1,078.9
|
|
|
$
|
(1,078.8
|
)
|
|
$
|
(186.9
|
)
|
|
$
|
2,113.9
|
|
|
$
|
1,928.3
|
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
($ in millions)
|
||||||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
469.7
|
|
|
$
|
788.7
|
|
|
$
|
358.8
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation expense
|
208.6
|
|
|
180.5
|
|
|
170.2
|
|
|||
Amortization expense
|
0.2
|
|
|
0.6
|
|
|
5.8
|
|
|||
Amortization of deferred financing fees
|
19.3
|
|
|
6.9
|
|
|
23.3
|
|
|||
Accretion of customer supply agreement
|
4.9
|
|
|
2.6
|
|
|
1.1
|
|
|||
Employee stock compensation expense
|
42.5
|
|
|
26.0
|
|
|
16.4
|
|
|||
Excess tax benefit of share-based payment arrangements
|
0.1
|
|
|
(10.7
|
)
|
|
(2.6
|
)
|
|||
Loss from interest rate swaps
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Loss (gain) from hedge contracts
|
—
|
|
|
1.6
|
|
|
(1.4
|
)
|
|||
Loss from foreign currency transactions
|
17.4
|
|
|
8.6
|
|
|
10.5
|
|
|||
Loss on divestiture of programs
|
—
|
|
|
—
|
|
|
471.1
|
|
|||
Loss on disposition of assets
|
0.4
|
|
|
14.7
|
|
|
13.7
|
|
|||
Deferred taxes
|
0.9
|
|
|
(162.2
|
)
|
|
(8.4
|
)
|
|||
Long-term tax benefit
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||
Pension and other post retirement benefits, net
|
3.5
|
|
|
(26.0
|
)
|
|
(24.0
|
)
|
|||
Grant liability amortization
|
(11.9
|
)
|
|
(10.4
|
)
|
|
(8.6
|
)
|
|||
Equity in net income of affiliates
|
(1.3
|
)
|
|
(1.2
|
)
|
|
(0.5
|
)
|
|||
Changes in assets and liabilities
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(139.1
|
)
|
|
62.2
|
|
|
(64.7
|
)
|
|||
Inventory, net
|
207.8
|
|
|
(44.2
|
)
|
|
(332.2
|
)
|
|||
Accounts payable and accrued liabilities
|
(34.3
|
)
|
|
(89.1
|
)
|
|
(22.1
|
)
|
|||
Profit sharing/deferred compensation
|
40.5
|
|
|
(50.0
|
)
|
|
73.8
|
|
|||
Advance payments
|
(144.4
|
)
|
|
(113.3
|
)
|
|
(52.9
|
)
|
|||
Income taxes receivable/payable
|
(3.3
|
)
|
|
251.9
|
|
|
(177.9
|
)
|
|||
Deferred revenue and other deferred credits
|
12.4
|
|
|
407.3
|
|
|
2.2
|
|
|||
Cash transferred on divestiture of programs
|
—
|
|
|
—
|
|
|
(160.0
|
)
|
|||
Other
|
23.0
|
|
|
45.2
|
|
|
70.7
|
|
|||
Net cash provided by operating activities
|
716.9
|
|
|
1,289.7
|
|
|
361.6
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
(254.0
|
)
|
|
(360.1
|
)
|
|
(220.2
|
)
|
|||
Proceeds from sale of assets
|
0.6
|
|
|
2.7
|
|
|
0.5
|
|
|||
Change in Restricted Cash
|
—
|
|
|
—
|
|
|
(19.9
|
)
|
|||
Net cash used in investing activities
|
(253.4
|
)
|
|
(357.4
|
)
|
|
(239.6
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of debt
|
—
|
|
|
535.0
|
|
|
—
|
|
|||
Proceeds from issuance of bonds
|
299.8
|
|
|
—
|
|
|
300.0
|
|
|||
Principal payments of debt
|
(36.4
|
)
|
|
(36.5
|
)
|
|
(16.8
|
)
|
|||
Payments on term loan
|
—
|
|
|
(534.9
|
)
|
|
—
|
|
|||
Payments on bonds
|
(300.0
|
)
|
|
—
|
|
|
(300.0
|
)
|
|||
Taxes paid related to net share settlement awards
|
(15.2
|
)
|
|
(20.7
|
)
|
|
—
|
|
|||
Excess tax benefit of share-based payment arrangements
|
(0.1
|
)
|
|
10.7
|
|
|
2.6
|
|
|||
Debt issuance and financing costs
|
(17.2
|
)
|
|
(4.7
|
)
|
|
(20.8
|
)
|
|||
Purchase of treasury stock
|
(649.6
|
)
|
|
(300.0
|
)
|
|
(129.2
|
)
|
|||
Net cash used in financing activities
|
(718.7
|
)
|
|
(351.1
|
)
|
|
(164.2
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(4.4
|
)
|
|
(1.8
|
)
|
|
(0.6
|
)
|
|||
Net (decrease) increase in cash and cash equivalents for the period
|
(259.6
|
)
|
|
579.4
|
|
|
(42.8
|
)
|
|||
Cash and cash equivalents, beginning of period
|
957.3
|
|
|
377.9
|
|
|
420.7
|
|
|||
Cash and cash equivalents, end of period
|
$
|
697.7
|
|
|
$
|
957.3
|
|
|
$
|
377.9
|
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
|
($ in millions)
|
||||||||||
Supplemental information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
45.2
|
|
|
$
|
51.5
|
|
|
$
|
69.2
|
|
Income taxes (refunded) paid
|
|
$191.4
|
|
|
$
|
(69.7
|
)
|
|
$
|
91.1
|
|
|
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, 2016
|
December 31, 2015
|
December 31, 2014
|
|||
Favorable (Unfavorable) Cumulative Catch-up Adjustments by Segment
|
|
|
|
|||
Fuselage
|
13.6
|
|
16.1
|
|
14.8
|
|
Propulsion
|
(0.4
|
)
|
22.8
|
|
18.8
|
|
Wing
|
23.4
|
|
2.7
|
|
26.8
|
|
Total Favorable Cumulative Catch-up Adjustment
|
36.6
|
|
41.6
|
|
60.4
|
|
|
|
|
|
|||
(Forward Loss) and Changes in Estimates on Loss Programs by Segment
|
|
|
|
|||
Fuselage
|
(133.4
|
)
|
8.7
|
|
9.9
|
|
Propulsion
|
10.1
|
|
2.4
|
|
16.5
|
|
Wing
|
5.1
|
|
(0.3
|
)
|
(0.3
|
)
|
Total (Forward Loss) and Change in Estimate on Loss Program
|
(118.2
|
)
|
10.8
|
|
26.1
|
|
|
|
|
|
|||
Total Change in Estimate
|
(81.6
|
)
|
52.4
|
|
86.5
|
|
EPS Impact (diluted per share based on statutory rates)
|
(0.40
|
)
|
0.24
|
|
0.38
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Trade receivables
|
$
|
647.3
|
|
|
$
|
524.3
|
|
Other
|
18.4
|
|
|
18.8
|
|
||
Less: allowance for doubtful accounts
|
(5.2
|
)
|
|
(6.1
|
)
|
||
Accounts receivable, net
|
$
|
660.5
|
|
|
$
|
537.0
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Raw materials
|
$
|
281.9
|
|
|
$
|
253.8
|
|
Work-in-process
|
788.6
|
|
|
854.4
|
|
||
Finished goods
|
30.9
|
|
|
65.7
|
|
||
Product inventory
|
1,101.4
|
|
|
1,173.9
|
|
||
Capitalized pre-production
(1)
|
103.5
|
|
|
167.8
|
|
||
Deferred production
(2)
|
717.4
|
|
|
1,315.4
|
|
||
Forward loss provision
(3)
|
(407.0
|
)
|
|
(882.7
|
)
|
||
Total inventory, net
|
$
|
1,515.3
|
|
|
$
|
1,774.4
|
|
(1)
|
For the period ended December 31, 2016,
$83.7
and
$15.2
on the A350 XWB and Rolls-Royce BR725 programs, respectively. For the period ended December 31, 2015,
$42.1
,
$94.2
and
$25.9
on the B787, A350 XWB and Rolls-Royce BR725 programs, respectively.
|
(2)
|
For the period ended December 31,
$657.2
and
$114.6
on the A350 XWB and Rolls-Royce BR725 programs, respectively. For the period ended December 31, 2015,
$558.5
,
$679.4
and
$95.7
on the B787, A350 XWB and Rolls-Royce BR725 programs, respectively.
|
(3)
|
For the period ended December 31, 2016,
($253.7)
and
($140.8)
on the A350 XWB and Rolls-Royce BR725 programs, respectively. For the period ended December 31, 2015,
($606.0)
,
($113.8)
and
($134.1)
on the B787, A350 XWB and Rolls-Royce BR725 programs, respectively.
|
Model
|
Current Block
Deliveries |
|
Contract Block
Quantity
|
||
A350 XWB
|
133
|
|
|
800
|
|
Rolls-Royce BR725
|
257
|
|
|
350
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Land
|
$
|
14.9
|
|
|
$
|
16.5
|
|
Buildings (including improvements)
|
642.5
|
|
|
585.4
|
|
||
Machinery and equipment
|
1,367.0
|
|
|
1,210.6
|
|
||
Tooling
|
982.4
|
|
|
927.2
|
|
||
Capitalized software
|
268.8
|
|
|
219.7
|
|
||
Construction-in-progress
|
193.7
|
|
|
278.6
|
|
||
Total
|
3,469.3
|
|
|
3,238.0
|
|
||
Less: accumulated depreciation
|
(1,477.7
|
)
|
|
(1,287.3
|
)
|
||
Property, plant and equipment, net
|
$
|
1,991.6
|
|
|
$
|
1,950.7
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Intangible assets
|
|
|
|
||||
Patents
|
$
|
1.9
|
|
|
$
|
1.9
|
|
Favorable leasehold interests
|
6.3
|
|
|
6.3
|
|
||
Total intangible assets
|
8.2
|
|
|
8.2
|
|
||
Less: Accumulated amortization-patents
|
(1.8
|
)
|
|
(1.6
|
)
|
||
Accumulated amortization-favorable leasehold interest
|
(4.2
|
)
|
|
(3.8
|
)
|
||
Intangible assets, net
|
2.2
|
|
|
2.8
|
|
||
Deferred financing
|
|
|
|
||||
Deferred financing costs
|
38.5
|
|
|
36.8
|
|
||
Less: Accumulated amortization-deferred financing costs
(1)
|
(32.2
|
)
|
|
(30.3
|
)
|
||
Deferred financing costs, net
(1)
|
6.3
|
|
|
6.5
|
|
||
Other
|
|
|
|
||||
Goodwill — Europe
|
2.3
|
|
|
2.7
|
|
||
Equity in net assets of affiliates
|
4.4
|
|
|
3.2
|
|
||
Supply agreement
(2)
|
17.0
|
|
|
29.3
|
|
||
Restricted Cash
|
19.9
|
|
|
19.9
|
|
||
Deferred Tax Asset - non-current
|
128.8
|
|
|
162.8
|
|
||
Other
|
40.0
|
|
|
40.6
|
|
||
Total
|
$
|
220.9
|
|
|
$
|
267.8
|
|
(1)
|
In accordance with ASU 2015-03, reflects a retrospective reclassification for the period ended December 31, 2015 of
$13.0
net deferred financing costs to a direct deduction from the carrying amount of the related debt liability. See Note 12, "Debt" for further detail.
|
(2)
|
Under agreements with a customer and a supplier, certain payments accounted for as consideration given by the Company to a customer and supplier are being amortized as a reduction to net revenues.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
B787
|
$
|
834.8
|
|
|
$
|
909.3
|
|
Boeing — All other programs
|
18.6
|
|
|
13.8
|
|
||
A350 XWB
|
116.7
|
|
|
183.5
|
|
||
Airbus — All other programs
|
2.2
|
|
|
4.0
|
|
||
Other
|
27.9
|
|
|
30.6
|
|
||
Total advance payments and deferred revenue/credits
|
$
|
1,000.2
|
|
|
$
|
1,141.2
|
|
|
2016
|
|
2015
|
||||
Balance, January 1
|
$
|
94.2
|
|
|
$
|
106.3
|
|
Grant liability amortized
|
(11.9
|
)
|
|
(10.4
|
)
|
||
Exchange rate
|
(4.5
|
)
|
|
(1.7
|
)
|
||
Total liability related to deferred grant income, December 31
|
$
|
77.8
|
|
|
$
|
94.2
|
|
|
2016
|
|
2015
|
||||
Balance, January 1
|
$
|
106.6
|
|
|
$
|
113.2
|
|
Amortization
|
(5.0
|
)
|
|
(5.0
|
)
|
||
Exchange rate
|
4.4
|
|
|
(1.6
|
)
|
||
Total asset value related to deferred grant income, December 31
|
$
|
106.0
|
|
|
$
|
106.6
|
|
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, 2015
|
|
At December 31, 2015 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
|
$
|
90.2
|
|
|
$
|
90.2
|
|
|
$
|
—
|
|
|
$
|
90.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
|
Carrying
Amount |
|
Fair
Value |
|
||||||||
Senior secured term loan A (including current portion)
|
$
|
485.2
|
|
|
$
|
484.8
|
|
(2)
|
|
$
|
505.8
|
|
|
$
|
501.6
|
|
(2)
|
Senior unsecured notes due 2020
|
—
|
|
|
—
|
|
(1)
|
|
296.3
|
|
|
310.5
|
|
(1)
|
||||
Senior unsecured notes due 2022
|
293.8
|
|
|
307.0
|
|
(1)
|
|
292.7
|
|
|
304.8
|
|
(1)
|
||||
Senior unsecured notes due 2026
|
296.9
|
|
|
292.4
|
|
(1)
|
|
—
|
|
|
—
|
|
(1)
|
||||
Malaysian loan
|
1.0
|
|
|
0.9
|
|
(2)
|
|
3.2
|
|
|
2.8
|
|
(2)
|
||||
Total
|
$
|
1,076.9
|
|
|
$
|
1,085.1
|
|
|
|
$
|
1,098.0
|
|
|
$
|
1,119.7
|
|
|
(1)
|
Level 1 Fair Value hierarchy
|
(2)
|
Level 2 Fair Value hierarchy
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
|
Current
|
Noncurrent
|
|
Current
(1)
|
Noncurrent
(1)
|
||||||||
Senior unsecured term loan A
|
$
|
24.9
|
|
$
|
460.3
|
|
|
$
|
26.1
|
|
$
|
479.7
|
|
Senior notes due 2020
|
—
|
|
—
|
|
|
—
|
|
296.3
|
|
||||
Senior notes due 2022
|
—
|
|
293.8
|
|
|
—
|
|
292.7
|
|
||||
Senior notes due 2026
|
—
|
|
296.9
|
|
|
—
|
|
—
|
|
||||
Malaysian term loan
|
1.0
|
|
—
|
|
|
2.1
|
|
1.1
|
|
||||
Present value of capital lease obligations
|
0.8
|
|
9.0
|
|
|
0.6
|
|
8.5
|
|
||||
Other
|
—
|
|
—
|
|
|
6.1
|
|
7.0
|
|
||||
Total
|
$
|
26.7
|
|
$
|
1,060.0
|
|
|
$
|
34.9
|
|
$
|
1,085.3
|
|
(1)
|
In connection with the Company's adoption of ASU No. 2015-03 relating to the presentation of debt issuance costs, debt balances at December 31, 2015 include unamortized debt issuance costs of
$13.0
. These unamortized debt issuance costs were previously included in other long-term assets in the Company's Condensed Consolidated Balance Sheet at December 31, 2015.
|
Pricing Tier
|
Credit Rating (S&P/Moody's)
|
|
Commitment
Fee
|
|
Letter of
Credit
Fee
|
|
LIBOR Loans
|
|
Base Rate
Loans
|
1
|
≥BBB+/Baa1
|
|
0.125%
|
|
1.125%
|
|
1.125%
|
|
0.125%
|
2
|
BBB/Baa2
|
|
0.175%
|
|
1.250%
|
|
1.250%
|
|
0.250%
|
3
|
BBB-/Baa3
|
|
0.225%
|
|
1.500%
|
|
1.500%
|
|
0.500%
|
4
|
BB+/Ba1
|
|
0.275%
|
|
1.750%
|
|
1.750%
|
|
0.750%
|
5
|
≤BB/Ba2
|
|
0.350%
|
|
2.000%
|
|
2.000%
|
|
1.000%
|
Interest Coverage Ratio
|
|
Shall not be less than 4.0:1.0
|
Total Leverage Ratio
|
|
Shall not exceed 3.5:1.0
|
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
|
2015
|
|
2016
|
|
2014
|
|
2015
|
|
2016
|
|
|||||||||||||
IAM National Pension Fund
|
51-60321295
|
|
Green
|
|
Green
|
|
No
|
|
$
|
33.1
|
|
|
$
|
29.8
|
|
|
$
|
26.9
|
|
|
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
|
2014, 2015, 2016
|
|
Pension Benefits
|
|
Other
Post-Retirement
Benefits
|
||||||||||||
|
Periods Ended
December 31,
|
|
Periods Ended
December 31,
|
||||||||||||
U.S. Plans
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
1,011.1
|
|
|
$
|
1,124.4
|
|
|
$
|
73.3
|
|
|
$
|
77.5
|
|
Service cost
|
—
|
|
|
—
|
|
|
1.8
|
|
|
2.2
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.5
|
|
||||
Interest cost
|
42.8
|
|
|
44.4
|
|
|
2.1
|
|
|
2.2
|
|
||||
Actuarial losses (gains)
|
12.9
|
|
|
(113.5
|
)
|
|
(16.7
|
)
|
|
(6.1
|
)
|
||||
Special Termination Benefits
|
23.6
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
||||
Plan Amendments
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
||||
Benefits paid
|
(54.4
|
)
|
|
(44.2
|
)
|
|
(5.7
|
)
|
|
(3.0
|
)
|
||||
Projected benefit obligation at the end of the period
|
$
|
1,036.0
|
|
|
$
|
1,011.1
|
|
|
$
|
51.5
|
|
|
$
|
73.3
|
|
Assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
4.15
|
%
|
|
4.38
|
%
|
|
3.21
|
%
|
|
3.43
|
%
|
||||
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
Medical assumptions:
|
|
|
|
|
|
|
|
||||||||
Trend assumed for the year
|
N/A
|
|
|
N/A
|
|
|
6.93
|
%
|
|
7.27
|
%
|
||||
Ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
4.50
|
%
|
|
4.50
|
%
|
||||
Year that ultimate trend rate is reached
|
N/A
|
|
|
N/A
|
|
|
2038
|
|
|
2038
|
|
||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
1,243.2
|
|
|
$
|
1,310.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return (loss) on assets
|
114.1
|
|
|
(23.6
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions to plan
|
—
|
|
|
0.1
|
|
|
4.9
|
|
|
2.5
|
|
||||
Employee contributions to plan
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.5
|
|
||||
Benefits paid
|
(54.4
|
)
|
|
(44.2
|
)
|
|
(5.7
|
)
|
|
(3.0
|
)
|
||||
Expenses paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance
|
$
|
1,302.9
|
|
|
$
|
1,243.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reconciliation of funded status to net amounts recognized:
|
|
|
|
|
|
|
|
||||||||
Funded status (deficit)
|
$
|
266.8
|
|
|
$
|
232.1
|
|
|
$
|
(51.5
|
)
|
|
$
|
(73.3
|
)
|
Net amounts recognized
|
$
|
266.8
|
|
|
$
|
232.1
|
|
|
$
|
(51.5
|
)
|
|
$
|
(73.3
|
)
|
Amounts recognized in the balance sheet:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
268.1
|
|
|
$
|
233.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
—
|
|
|
(0.1
|
)
|
|
(8.9
|
)
|
|
(6.8
|
)
|
||||
Noncurrent liabilities
|
(1.3
|
)
|
|
(1.1
|
)
|
|
(42.6
|
)
|
|
(66.5
|
)
|
||||
Net amounts recognized
|
$
|
266.8
|
|
|
$
|
232.1
|
|
|
$
|
(51.5
|
)
|
|
$
|
(73.3
|
)
|
Amounts not yet reflected in net periodic benefit cost and included in AOCI:
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive (loss) income
|
$
|
(114.4
|
)
|
|
$
|
(146.2
|
)
|
|
$
|
32.5
|
|
|
$
|
9.5
|
|
Cumulative employer contributions in excess of net periodic benefit cost
|
381.2
|
|
|
378.3
|
|
|
(84.0
|
)
|
|
(82.8
|
)
|
||||
Net amount recognized in the balance sheet
|
$
|
266.8
|
|
|
$
|
232.1
|
|
|
$
|
(51.5
|
)
|
|
$
|
(73.3
|
)
|
Information for pension plans with benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation/APBO
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
$
|
51.5
|
|
|
$
|
73.3
|
|
Accumulated benefit obligation
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
||||||
|
Periods Ended
December 31,
|
||||||
U.K. Plans
|
2016
|
|
2015
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Beginning balance
|
$
|
82.8
|
|
|
$
|
89.1
|
|
Service cost
|
1.0
|
|
|
1.2
|
|
||
Interest cost
|
2.9
|
|
|
3.3
|
|
||
Actuarial losses (gains)
|
17.4
|
|
|
(3.2
|
)
|
||
Benefits paid
|
(0.8
|
)
|
|
(1.6
|
)
|
||
Expense paid
|
(1.0
|
)
|
|
(1.2
|
)
|
||
Plan settlements
|
(5.5
|
)
|
|
—
|
|
||
Exchange rate changes
|
(14.7
|
)
|
|
(4.8
|
)
|
||
Projected benefit obligation at the end of the period
|
$
|
82.1
|
|
|
$
|
82.8
|
|
Assumptions used to determine benefit obligation:
|
|
|
|
||||
Discount rate
|
2.70
|
%
|
|
4.00
|
%
|
||
Rate of compensation increase
|
3.20
|
%
|
|
3.10
|
%
|
||
Change in fair value of plan assets:
|
|
|
|
||||
Beginning balance
|
$
|
96.4
|
|
|
$
|
104.7
|
|
Actual return (loss) on assets
|
25.3
|
|
|
(0.1
|
)
|
||
Company contributions
|
—
|
|
|
0.1
|
|
||
Plan settlements
|
(6.5
|
)
|
|
—
|
|
||
Expenses paid
|
(1.0
|
)
|
|
(1.1
|
)
|
||
Benefits paid
|
(0.8
|
)
|
|
(1.6
|
)
|
||
Exchange rate changes
|
(17.2
|
)
|
|
(5.6
|
)
|
||
Ending balance
|
$
|
96.2
|
|
|
$
|
96.4
|
|
Reconciliation of funded status to net amounts recognized:
|
|
|
|
||||
Funded status
|
14.2
|
|
|
13.6
|
|
||
Net amounts recognized
|
$
|
14.2
|
|
|
$
|
13.6
|
|
Amounts recognized in the balance sheet:
|
|
|
|
||||
Noncurrent assets
|
$
|
14.2
|
|
|
$
|
13.6
|
|
Net amounts recognized
|
$
|
14.2
|
|
|
$
|
13.6
|
|
Amounts not yet reflected in net periodic benefit cost and included in AOCI:
|
|
|
|
||||
Accumulated other comprehensive loss
|
(0.2
|
)
|
|
(3.9
|
)
|
||
Prepaid pension cost
|
14.4
|
|
|
17.5
|
|
||
Net amount recognized in the balance sheet
|
$
|
14.2
|
|
|
$
|
13.6
|
|
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
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Components of net periodic benefit cost (income):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
2.2
|
|
|
$
|
2.3
|
|
Interest cost
|
42.7
|
|
|
44.4
|
|
|
45.9
|
|
|
2.1
|
|
|
2.2
|
|
|
2.7
|
|
||||||
Expected return on plan assets
|
(74.9
|
)
|
|
(78.1
|
)
|
|
(76.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net loss
|
5.7
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
||||||
Special Termination Benefits
|
23.6
|
|
|
—
|
|
|
1.7
|
|
|
3.1
|
|
|
—
|
|
|
1.7
|
|
||||||
Net periodic benefit (income) cost
|
(2.9
|
)
|
|
(30.0
|
)
|
|
(28.5
|
)
|
|
6.1
|
|
|
4.4
|
|
|
6.7
|
|
||||||
Other changes recognized in OCI:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total recognized in OCI (income) loss
|
$
|
(31.8
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
72.0
|
|
|
$
|
(23.0
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
0.8
|
|
Total recognized in net periodic benefit cost and OCI
|
$
|
(34.7
|
)
|
|
$
|
(45.5
|
)
|
|
$
|
43.5
|
|
|
$
|
(16.9
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
7.5
|
|
Assumptions used to determine net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.38
|
%
|
|
3.99
|
%
|
|
4.89
|
%
|
|
3.43
|
%
|
|
3.14
|
%
|
|
3.89
|
%
|
||||||
Expected return on plan assets
|
6.00
|
%
|
|
6.00
|
%
|
|
6.50
|
%
|
|
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
|
|
|
7.27
|
%
|
|
7.62
|
%
|
|
8.50
|
%
|
||||||
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
|
|
|
2038
|
|
|
2030
|
|
|
2030
|
|
|
Pension Benefits
|
||||||||||
|
Periods Ended
December 31,
|
||||||||||
U.K. Plans
|
2016
|
|
2015
|
|
2014
|
||||||
Components of net periodic benefit cost (income):
|
|
|
|
|
|
||||||
Service cost
|
$
|
1.0
|
|
|
$
|
1.2
|
|
|
$
|
0.7
|
|
Interest cost
|
2.9
|
|
|
3.3
|
|
|
3.6
|
|
|||
Expected return on plan assets
|
(3.6
|
)
|
|
(4.9
|
)
|
|
(5.7
|
)
|
|||
Net periodic benefit income (cost)
|
$
|
0.3
|
|
|
$
|
(0.4
|
)
|
|
$
|
(1.4
|
)
|
Other changes recognized in OCI:
|
|
|
|
|
|
||||||
Total (loss) income recognized in OCI
|
$
|
(4.6
|
)
|
|
$
|
1.5
|
|
|
$
|
6.8
|
|
Total recognized in net periodic benefit cost and OCI
|
$
|
(4.3
|
)
|
|
$
|
1.1
|
|
|
$
|
5.4
|
|
Assumptions used to determine net periodic benefit costs:
|
|
|
|
|
|
||||||
Discount rate
|
4.00
|
%
|
|
3.80
|
%
|
|
4.75
|
%
|
|||
Expected return on plan assets
|
4.30
|
%
|
|
4.80
|
%
|
|
5.80
|
%
|
|||
Salary increases
|
3.10
|
%
|
|
3.05
|
%
|
|
3.25
|
%
|
Equities
|
20 - 50%
|
Fixed income
|
50 - 80%
|
Real estate
|
0 - 7%
|
|
2016
|
|
2015
|
||
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
|
35
|
%
|
Debt securities
|
60
|
%
|
Property
|
5
|
%
|
U.S.
|
Pension Plans
|
|
Other
Post-Retirement
Benefit Plans
|
||||
2017
|
$
|
51.3
|
|
|
$
|
8.9
|
|
2018
|
$
|
36.3
|
|
|
$
|
7.6
|
|
2019
|
$
|
39.9
|
|
|
$
|
5.9
|
|
2020
|
$
|
43.4
|
|
|
$
|
5.2
|
|
2021
|
$
|
46.8
|
|
|
$
|
5.0
|
|
2022-2026
|
$
|
281.3
|
|
|
$
|
20.8
|
|
U.K.
|
Pension Plans
|
||
2017
|
$
|
0.8
|
|
2018
|
$
|
0.8
|
|
2019
|
$
|
0.8
|
|
2020
|
$
|
0.8
|
|
2021
|
$
|
0.9
|
|
2022-2026
|
$
|
4.6
|
|
|
|
|
At December 31, 2016 Using
|
||||||||||||
Description
|
December 31, 2016 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
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collective Investment Trusts
|
96.0
|
|
|
—
|
|
|
91.2
|
|
|
4.8
|
|
||||
Commingled Equity and Bond Funds
|
1,302.9
|
|
|
—
|
|
|
1,302.9
|
|
|
—
|
|
||||
|
$
|
1,399.1
|
|
|
$
|
0.2
|
|
|
$
|
1,394.1
|
|
|
$
|
4.8
|
|
|
|
|
At December 31, 2015 Using
|
||||||||||||
Description
|
December 31, 2015 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
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collective Investment Trusts
|
95.8
|
|
|
—
|
|
|
90.2
|
|
|
5.6
|
|
||||
Commingled Equity and Bond Funds
|
1,243.2
|
|
|
—
|
|
|
1,243.2
|
|
|
—
|
|
||||
|
$
|
1,339.6
|
|
|
$
|
0.6
|
|
|
$
|
1,333.4
|
|
|
$
|
5.6
|
|
|
December 31, 2016
|
||||||||||||||||||||||
Description
|
Beginning
Fair Value
|
|
Purchases
|
|
Gain (Loss)
|
|
Sales,
Maturities,
Settlements, Net
|
|
Exchange
rate
|
|
Ending Fair
Value
|
||||||||||||
Collective Investment Trusts
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
4.8
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
4.8
|
|
|
December 31, 2015
|
||||||||||||||||||||||
Description
|
Beginning
Fair Value
|
|
Purchases
|
|
Gain (Loss)
|
|
Sales,
Maturities,
Settlements, Net
|
|
Exchange
rate
|
|
Ending Fair
Value
|
||||||||||||
Collective Investment Trusts
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
5.6
|
|
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
5.6
|
|
|
Shares
|
|
Value
(1)
|
|||
|
(Thousands)
|
|
|
|||
Executive Incentive Plan
|
|
|
|
|||
Nonvested at December 31, 2013
|
869
|
|
|
$
|
9.8
|
|
Vested during period
|
(869
|
)
|
|
(9.8
|
)
|
|
Forfeited during period
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2014
|
—
|
|
|
—
|
|
|
Vested during period
|
—
|
|
|
—
|
|
|
Forfeited during period
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2015
|
—
|
|
|
—
|
|
|
Vested during period
|
—
|
|
|
—
|
|
|
Forfeited during period
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2016
|
—
|
|
|
$
|
—
|
|
(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, 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
|
|
|
—
|
|
||
Granted during period
|
21
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||
Vested during period
|
(27
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
||
Forfeited during period
|
(3
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||
Nonvested at December 31, 2015
|
21
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||
Granted during period
|
26
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
||
Vested during period
|
(21
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
||
Forfeited during period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Nonvested at December 31, 2016
|
26
|
|
|
—
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
(1)
|
Value represents grant date fair value.
|
|
Shares
|
|
Value
(1)
|
|||
|
(Thousands)
|
|
|
|||
Short-Term Incentive Plan
|
|
|
|
|||
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
|
—
|
|
|
—
|
|
|
Granted during period
|
—
|
|
|
—
|
|
|
Vested during period
|
—
|
|
|
—
|
|
|
Forfeited during period
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2015
|
—
|
|
|
—
|
|
|
Granted during period
|
—
|
|
|
—
|
|
|
Vested during period
|
—
|
|
|
—
|
|
|
Forfeited during period
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2016
|
—
|
|
|
$
|
—
|
|
(1)
|
Value represents grant date fair value.
|
•
|
25%
of the LTIA is market-based restricted stock that will vest on the third-year anniversary of the grant date 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/Long-Term Incentive Award under Omnibus Plan
|
|
|
|
|
|
|
|
||||||
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
|
|
|
—
|
|
||
Granted during period
|
632
|
|
|
—
|
|
|
32.8
|
|
|
—
|
|
||
Vested during period
|
(879
|
)
|
|
—
|
|
|
(21.6
|
)
|
|
—
|
|
||
Forfeited during period
|
(171
|
)
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
||
Nonvested at December 31, 2015
|
1,837
|
|
|
—
|
|
|
64.4
|
|
|
—
|
|
||
Granted during period
|
830
|
|
|
—
|
|
|
38.3
|
|
|
—
|
|
||
Vested during period
|
(830
|
)
|
|
—
|
|
|
(24.5
|
)
|
|
—
|
|
||
Forfeited during period
|
(280
|
)
|
|
—
|
|
|
(10.9
|
)
|
|
—
|
|
||
Nonvested at December 31, 2016
|
1,557
|
|
|
—
|
|
|
$
|
67.3
|
|
|
$
|
—
|
|
(1)
|
Value represents grant date fair value.
|
|
2016
|
|
2015
|
|
2014
|
||||||
U.S.
|
$
|
593.3
|
|
|
$
|
739.4
|
|
|
$
|
194.2
|
|
International
|
67.2
|
|
|
68.7
|
|
|
68.2
|
|
|||
Total (before equity earnings)
|
$
|
660.5
|
|
|
$
|
808.1
|
|
|
$
|
262.4
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
158.0
|
|
|
$
|
175.5
|
|
|
$
|
(91.0
|
)
|
State
|
3.6
|
|
|
3.5
|
|
|
(0.9
|
)
|
|||
Foreign
|
29.2
|
|
|
5.5
|
|
|
4.0
|
|
|||
Total current
|
$
|
190.8
|
|
|
$
|
184.5
|
|
|
$
|
(87.9
|
)
|
Deferred
|
|
|
|
|
|
||||||
Federal
|
$
|
20.0
|
|
|
$
|
(119.1
|
)
|
|
$
|
—
|
|
State
|
(1.0
|
)
|
|
(48.9
|
)
|
|
(2.0
|
)
|
|||
Foreign
|
(17.7
|
)
|
|
4.1
|
|
|
(6.0
|
)
|
|||
Total deferred
|
1.3
|
|
|
(163.9
|
)
|
|
(8.0
|
)
|
|||
Total tax provision (benefit)
|
$
|
192.1
|
|
|
$
|
20.6
|
|
|
$
|
(95.9
|
)
|
|
2016
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|||||||||
Tax at U.S. Federal statutory rate
|
$
|
231.2
|
|
|
35.0
|
%
|
|
$
|
283.3
|
|
|
35.0
|
%
|
|
$
|
91.8
|
|
|
35.0
|
%
|
State income taxes, net of Federal benefit
|
11.6
|
|
|
1.8
|
|
|
15.0
|
|
|
1.9
|
|
|
4.1
|
|
|
1.6
|
|
|||
State income tax credits, net of Federal benefit
|
(9.4
|
)
|
|
(1.4
|
)
|
|
(4.1
|
)
|
|
(0.5
|
)
|
|
(9.0
|
)
|
|
(3.4
|
)
|
|||
Foreign rate differences
|
(13.5
|
)
|
|
(2.0
|
)
|
|
(13.5
|
)
|
|
(1.7
|
)
|
|
(12.3
|
)
|
|
(4.7
|
)
|
|||
Research and Experimentation
|
(3.6
|
)
|
|
0.6
|
|
|
(3.3
|
)
|
|
(0.4
|
)
|
|
(3.0
|
)
|
|
(1.1
|
)
|
|||
Domestic Production Activities Deduction
|
(16.4
|
)
|
|
(2.5
|
)
|
|
(17.8
|
)
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|||
Interest on assessments
|
0.6
|
|
|
0.1
|
|
|
(1.0
|
)
|
|
(0.1
|
)
|
|
(3.7
|
)
|
|
(1.4
|
)
|
|||
Excess tax benefits
|
(4.6
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Valuation Allowance - U.S. Deferred Tax Asset
|
—
|
|
|
—
|
|
|
(241.9
|
)
|
|
(29.9
|
)
|
|
(167.2
|
)
|
|
(63.7
|
)
|
|||
Other
|
(3.8
|
)
|
|
(0.6
|
)
|
|
3.9
|
|
|
0.5
|
|
|
3.4
|
|
|
1.2
|
|
|||
Total provision (benefit) for income taxes
|
$
|
192.1
|
|
|
29.1
|
%
|
|
$
|
20.6
|
|
|
2.6
|
%
|
|
$
|
(95.9
|
)
|
|
(36.5
|
)%
|
|
2016
|
|
2015
|
||||
Long-term contracts
|
$
|
127.7
|
|
|
$
|
142.4
|
|
Post-retirement benefits other than pensions
|
19.1
|
|
|
27.2
|
|
||
Pension and other employee benefit plans
|
(77.5
|
)
|
|
(64.4
|
)
|
||
Employee compensation accruals
|
68.0
|
|
|
52.6
|
|
||
Depreciation and amortization
|
(154.4
|
)
|
|
(124.6
|
)
|
||
Inventory
|
1.7
|
|
|
2.1
|
|
||
Interest swap contracts
|
—
|
|
|
—
|
|
||
State income tax credits
|
71.7
|
|
|
70.5
|
|
||
Accruals and reserves
|
91.7
|
|
|
85.8
|
|
||
Deferred production
|
(3.7
|
)
|
|
(2.4
|
)
|
||
Deferred gain — severe weather event
|
—
|
|
|
(21.2
|
)
|
||
Net operating loss carryforward
|
3.7
|
|
|
0.6
|
|
||
Other
|
(5.7
|
)
|
|
(3.8
|
)
|
||
Net deferred tax asset
|
142.3
|
|
|
164.8
|
|
||
Valuation allowance
|
(13.6
|
)
|
|
(15.1
|
)
|
||
Net deferred tax asset
|
$
|
128.7
|
|
|
$
|
149.7
|
|
|
2016
|
|
2015
|
||||
Non-current deferred tax assets
|
128.8
|
|
|
162.8
|
|
||
Non-current deferred tax liabilities
|
(0.1
|
)
|
|
(13.1
|
)
|
||
Net non-current deferred tax assets
|
$
|
128.7
|
|
|
$
|
149.7
|
|
Total deferred tax asset
|
$
|
128.7
|
|
|
$
|
149.7
|
|
Deferred Tax Asset Valuation Allowance
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, January 1
|
$
|
15.1
|
|
|
$
|
257.3
|
|
|
$
|
396.5
|
|
US deferred tax asset
|
—
|
|
|
(109.3
|
)
|
|
40.4
|
|
|||
Income tax credits
|
(0.9
|
)
|
|
(57.4
|
)
|
|
9.1
|
|
|||
Depreciation and amortization
|
(0.1
|
)
|
|
119.6
|
|
|
16.3
|
|
|||
Long-term contracts
|
—
|
|
|
(194.6
|
)
|
|
(205.0
|
)
|
|||
Other
|
(0.6
|
)
|
|
(0.5
|
)
|
|
—
|
|
|||
Balance, December 31
|
$
|
13.5
|
|
|
$
|
15.1
|
|
|
$
|
257.3
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
6.2
|
|
|
$
|
5.9
|
|
|
$
|
18.4
|
|
Gross increases related to current period tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gross increases related to prior period tax positions
|
0.1
|
|
|
0.3
|
|
|
0.9
|
|
|||
Gross decreases related to prior period tax positions
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
|||
Statute of limitations' expiration
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
6.3
|
|
|
$
|
6.2
|
|
|
$
|
5.9
|
|
|
For the Twelve Months Ended
|
|||||||||||||||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|||||||||||||||||||||||||||
|
Income
|
|
Shares
|
|
Per
Share
Amount
|
|
Income
|
|
Shares
|
|
Per
Share
Amount
|
|
Loss
|
|
Shares
|
|
Per
Share
Amount
|
|||||||||||||||
Basic EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income available to common shareholders
|
$
|
469.4
|
|
|
126.1
|
|
|
$
|
3.72
|
|
|
$
|
788.0
|
|
|
138.4
|
|
|
$
|
5.69
|
|
|
$
|
357.2
|
|
|
140.0
|
|
|
$
|
2.55
|
|
Income allocated to participating securities
|
0.3
|
|
|
0.1
|
|
|
|
|
|
0.7
|
|
|
0.1
|
|
|
|
|
|
1.6
|
|
|
0.6
|
|
|
|
|
||||||
Net income (loss)
|
$
|
469.7
|
|
|
|
|
|
|
|
|
$
|
788.7
|
|
|
|
|
|
|
|
|
$
|
358.8
|
|
|
|
|
|
|
|
|||
Diluted potential common shares
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
1.0
|
|
|
|
|
||||||
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
$
|
469.7
|
|
|
127.0
|
|
|
$
|
3.70
|
|
|
$
|
788.7
|
|
|
139.4
|
|
|
$
|
5.66
|
|
|
$
|
358.8
|
|
|
141.6
|
|
|
$
|
2.53
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Pension
|
$
|
(98.5
|
)
|
|
$
|
(121.5
|
)
|
Interest rate swaps
|
—
|
|
|
(0.4
|
)
|
||
SERP/ Retiree medical
|
20.5
|
|
|
6.1
|
|
||
Foreign currency impact on long term intercompany loan
|
(19.1
|
)
|
|
(9.2
|
)
|
||
Currency translation adjustment
|
(89.8
|
)
|
|
(35.5
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(186.9
|
)
|
|
$
|
(160.5
|
)
|
|
|
|
Capital
|
|
|
||||||||||
|
Operating
|
|
Present
Value
|
|
Interest
|
|
Total
|
||||||||
2017
|
$
|
10.9
|
|
|
$
|
0.7
|
|
|
$
|
0.3
|
|
|
$
|
11.9
|
|
2018
|
$
|
7.3
|
|
|
$
|
0.8
|
|
|
$
|
0.3
|
|
|
$
|
8.4
|
|
2019
|
$
|
5.5
|
|
|
$
|
0.9
|
|
|
$
|
0.3
|
|
|
$
|
6.7
|
|
2020
|
$
|
4.1
|
|
|
$
|
0.9
|
|
|
$
|
0.3
|
|
|
$
|
5.3
|
|
2021
|
$
|
3.0
|
|
|
$
|
0.9
|
|
|
$
|
0.2
|
|
|
$
|
4.1
|
|
2022 and thereafter
|
$
|
12.5
|
|
|
$
|
4.7
|
|
|
$
|
7.9
|
|
|
$
|
25.1
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Minimum rentals
|
$
|
15.4
|
|
|
$
|
17.8
|
|
|
$
|
20.5
|
|
Total
|
$
|
15.4
|
|
|
$
|
17.8
|
|
|
$
|
20.5
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, January 1
|
$
|
158.7
|
|
|
$
|
119.9
|
|
|
$
|
68.7
|
|
Charges to costs and expenses
|
16.7
|
|
|
43.8
|
|
|
53.7
|
|
|||
Payouts
|
(9.5
|
)
|
|
(4.8
|
)
|
|
(1.8
|
)
|
|||
Write-offs, net of recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exchange rate
|
(2.2
|
)
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|||
Balance, December 31
|
$
|
163.7
|
|
|
$
|
158.7
|
|
|
$
|
119.9
|
|
|
For the Twelve Months Ended
|
||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
KDFA bond
|
$
|
3.4
|
|
|
$
|
3.9
|
|
|
$
|
3.3
|
|
Rental and miscellaneous income (expense)
(1)
|
0.3
|
|
|
(2.0
|
)
|
|
0.8
|
|
|||
Interest Income
|
3.6
|
|
|
2.1
|
|
|
0.6
|
|
|||
Foreign currency losses
|
(14.6
|
)
|
|
(6.2
|
)
|
|
(8.2
|
)
|
|||
Total
|
$
|
(7.3
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(3.5
|
)
|
(1)
|
Includes
$2.0
of losses for the period ended December 31, 2015 related to the settlement of interest rate swap agreements as further detailed in Note 11, "Derivative and Hedging Activities."
|
|
December 31,
2016
|
|
December 31,
2015
|
||||
Accrued expenses
|
|
|
|
||||
Accrued wages and bonuses
|
$
|
32.9
|
|
|
$
|
32.7
|
|
Accrued fringe benefits
|
117.5
|
|
|
121.1
|
|
||
Accrued interest
|
5.3
|
|
|
5.6
|
|
||
Workers' compensation
|
6.7
|
|
|
7.5
|
|
||
Property and sales tax
|
15.5
|
|
|
25.9
|
|
||
Warranty/extraordinary rework reserve — current
|
2.9
|
|
|
3.5
|
|
||
Other
|
35.4
|
|
|
33.9
|
|
||
Total
|
$
|
216.2
|
|
|
$
|
230.2
|
|
Other liabilities
|
|
|
|
||||
Deferred tax liability — non-current
|
$
|
0.1
|
|
|
$
|
13.1
|
|
Warranty/extraordinary rework reserve — non-current
|
160.8
|
|
|
155.2
|
|
||
Customer cost recovery
(1)
|
40.7
|
|
|
57.8
|
|
||
Other
|
74.5
|
|
|
47.4
|
|
||
Total
|
$
|
276.1
|
|
|
$
|
273.5
|
|
(1)
|
As part of the B787 Amendment, Spirit agreed to pay Boeing for work to complete initial production units;
$17.0
in customer cost recovery is reported in other current liabilities on the Condensed Consolidated Balance Sheet
|
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
||||||
Segment Revenues
|
|
|
|
|
|
||||||
Fuselage Systems
|
$
|
3,498.8
|
|
|
$
|
3,447.0
|
|
|
$
|
3,354.9
|
|
Propulsion Systems
|
1,777.3
|
|
|
1,750.7
|
|
|
1,737.2
|
|
|||
Wing Systems
|
1,508.7
|
|
|
1,437.7
|
|
|
1,695.9
|
|
|||
All Other
|
8.1
|
|
|
8.5
|
|
|
11.2
|
|
|||
|
$
|
6,792.9
|
|
|
$
|
6,643.9
|
|
|
$
|
6,799.2
|
|
Segment Operating Income (Loss)
(1)
|
|
|
|
|
|
||||||
Fuselage Systems
|
$
|
468.6
|
|
|
$
|
607.3
|
|
|
$
|
557.3
|
|
Propulsion Systems
|
325.9
|
|
|
378.2
|
|
|
354.9
|
|
|||
Wing Systems
|
223.6
|
|
|
178.5
|
|
|
244.6
|
|
|||
All Other
|
1.6
|
|
|
1.3
|
|
|
3.4
|
|
|||
|
1,019.7
|
|
|
1,165.3
|
|
|
1,160.2
|
|
|||
Corporate SG&A
|
(228.3
|
)
|
|
(220.8
|
)
|
|
(233.8
|
)
|
|||
Unallocated impact of severe weather event (see Note 27)
|
(12.1
|
)
|
|
—
|
|
|
—
|
|
|||
Research and development
|
(23.8
|
)
|
|
(27.8
|
)
|
|
(29.3
|
)
|
|||
Unallocated cost of sales
(2)
|
(30.4
|
)
|
|
(53.7
|
)
|
|
(72.0
|
)
|
|||
Loss on divestiture of programs (see Note 26)
|
—
|
|
|
—
|
|
|
(471.1
|
)
|
|||
Total operating income
|
$
|
725.1
|
|
|
$
|
863.0
|
|
|
$
|
354.0
|
|
(1)
|
Inclusive of forward losses, changes in estimate on loss programs and cumulative catch-up adjustments. These changes in estimates for the periods ended December 31, 2016, 2015 and 2014 are further detailed in Note 3 "Changes in Estimates."
|
(2)
|
For 2016, includes charges of
$13.8
and
$23.6
, related to warranty reserve and early retirement incentives, respectively, offset by
$7.9
for the settlement of historical claims with suppliers. For 2015, includes charges of
$40.7
,
$0.8
, and
$6.4
related to warranty reserve, reduction in workforce and unallocated inventory write-offs, respectively. In 2014, includes charges of
$52.7
,
$6.0
, and
$13.0
related to warranty reserve, reduction in workforce and unallocated inventory write-offs, respectively.
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|||||||||||||||
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
|
$
|
5,650.1
|
|
|
83
|
%
|
|
$
|
5,709.0
|
|
|
86
|
%
|
|
$
|
5,968.3
|
|
|
88
|
%
|
International
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United Kingdom
|
690.7
|
|
|
10
|
%
|
|
570.1
|
|
|
9
|
%
|
|
587.5
|
|
|
8
|
%
|
|||
Other
|
452.1
|
|
|
7
|
%
|
|
364.8
|
|
|
5
|
%
|
|
243.4
|
|
|
4
|
%
|
|||
Total International
|
1,142.8
|
|
|
17
|
%
|
|
934.9
|
|
|
14
|
%
|
|
830.9
|
|
|
12
|
%
|
|||
Total Revenues
|
$
|
6,792.9
|
|
|
100
|
%
|
|
$
|
6,643.9
|
|
|
100
|
%
|
|
$
|
6,799.2
|
|
|
100
|
%
|
(1)
|
Net Revenues are attributable to countries based on destination where goods are delivered.
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|||||||||||||||
Asset Location
|
Total
Long-Lived Assets
|
|
Percent of
Total
Long-Lived Assets
|
|
Total
Long-Lived Assets
|
|
Percent of
Total
Long-Lived Assets
|
|
Total
Long-Lived Assets
|
|
Percent of
Total
Long-Lived Assets
|
|||||||||
United States
|
$
|
1,828.2
|
|
|
92
|
%
|
|
$
|
1,755.6
|
|
|
90
|
%
|
|
$
|
1,598.2
|
|
|
90
|
%
|
International
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United Kingdom
|
80.0
|
|
|
4
|
%
|
|
95.0
|
|
|
5
|
%
|
|
124.2
|
|
|
7
|
%
|
|||
Other
|
83.4
|
|
|
4
|
%
|
|
100.1
|
|
|
5
|
%
|
|
61.2
|
|
|
3
|
%
|
|||
Total International
|
163.4
|
|
|
8
|
%
|
|
195.1
|
|
|
10
|
%
|
|
185.4
|
|
|
10
|
%
|
|||
Total Long-Lived Assets
|
$
|
1,991.6
|
|
|
100
|
%
|
|
$
|
1,950.7
|
|
|
100
|
%
|
|
$
|
1,783.6
|
|
|
100
|
%
|
|
Quarter Ended
|
||||||||||||||
2016
|
December 31,
2016
(1)
|
|
September 29,
2016
(2)
|
|
June 30,
2016
(3)
|
|
March 31,
2016
(4)
|
||||||||
Revenues
|
$
|
1,570.0
|
|
|
$
|
1,711.4
|
|
|
$
|
1,829.9
|
|
|
$
|
1,681.6
|
|
Gross profit
|
$
|
236.8
|
|
|
$
|
272.0
|
|
|
$
|
157.9
|
|
|
$
|
322.6
|
|
Operating income
|
$
|
160.9
|
|
|
$
|
214.4
|
|
|
$
|
83.3
|
|
|
$
|
266.5
|
|
Net income
|
$
|
108.2
|
|
|
$
|
145.1
|
|
|
$
|
44.8
|
|
|
$
|
171.6
|
|
Earnings per share, basic
|
$
|
0.90
|
|
|
$
|
1.16
|
|
|
$
|
0.35
|
|
|
$
|
1.30
|
|
Earnings per share, diluted
|
$
|
0.89
|
|
|
$
|
1.16
|
|
|
$
|
0.35
|
|
|
$
|
1.29
|
|
|
Quarter Ended
|
||||||||||||||
2015
|
December 31,
2015 (5) |
|
October 1,
2015 (6) |
|
July 2,
2015 (7) |
|
April 2,
2015 (8) |
||||||||
Revenues
|
$
|
1,609.4
|
|
|
$
|
1,593.6
|
|
|
$
|
1,698.7
|
|
|
$
|
1,742.2
|
|
Gross profit
|
$
|
274.3
|
|
|
$
|
252.6
|
|
|
$
|
290.8
|
|
|
$
|
293.9
|
|
Operating income
|
$
|
205.8
|
|
|
$
|
191.6
|
|
|
$
|
230.3
|
|
|
$
|
235.3
|
|
Net income
|
$
|
138.3
|
|
|
$
|
313.6
|
|
|
$
|
154.9
|
|
|
$
|
181.9
|
|
Earnings per share, basic
|
$
|
1.02
|
|
|
$
|
2.25
|
|
|
$
|
1.11
|
|
|
$
|
1.31
|
|
Earnings per share, diluted
|
$
|
1.01
|
|
|
$
|
2.24
|
|
|
$
|
1.11
|
|
|
$
|
1.30
|
|
(1)
|
Fourth quarter 2016 earnings include the impact of net favorable changes in estimate of
$7.5
, as well as
$11.8
related to early retirement incentives.
|
(2)
|
Third quarter 2016 earnings includes the impact of net unfavorable changes in estimate of
$5.5
.
|
(3)
|
Second quarter 2016 earnings include the impact of net unfavorable changes in estimate of
$134.7
.
|
(4)
|
First quarter 2016 earnings includes the impact of net favorable changes in estimate of
$47.2
, as well as
$11.8
related to early retirement incentives.
|
(5)
|
Fourth quarter 2015 earnings include the impact of net favorable changes in estimate of
$14.2
.
|
(6)
|
Third quarter 2015 earnings includes the impact of net favorable changes in estimate of
$19.0
, as well as valuation allowance release of
$189.4
.
|
(7)
|
Second quarter 2015 earnings include the impact of net favorable changes in estimate of
$18.8
.
|
(8)
|
First quarter 2015 earnings includes the impact of net favorable changes in estimate
$14.9
, as well as valuation allowance release
$42.0
.
|
(i)
|
Holdings, as the parent company and parent guarantor to the A&R Credit Agreement, as further detailed in Note 12, Debt;
|
(ii)
|
Spirit, as the subsidiary issuer of the 2022 Notes and the 2026 Notes, as well as the 2020 Notes which were outstanding through July 1, 2016;
|
(iii)
|
The Company’s subsidiaries, (the “Subsidiary Non-Guarantors”), on a combined basis;
|
(iv)
|
Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Holdings and the Subsidiary Non-Guarantors, (b) eliminate the investments in the Company’s subsidiaries and (c) record consolidating entries; and
|
(v)
|
Holdings and its subsidiaries on a consolidated basis.
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net Revenues
|
$
|
—
|
|
|
$
|
6,124.6
|
|
|
$
|
1,284.2
|
|
|
$
|
(615.9
|
)
|
|
$
|
6,792.9
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
5,255.0
|
|
|
1,164.5
|
|
|
(615.9
|
)
|
|
5,803.6
|
|
|||||
Selling, general and administrative
|
8.7
|
|
|
203.6
|
|
|
16.0
|
|
|
—
|
|
|
228.3
|
|
|||||
Impact of severe weather event
|
—
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
|||||
Research and development
|
—
|
|
|
20.8
|
|
|
3.0
|
|
|
—
|
|
|
23.8
|
|
|||||
Total operating costs and expenses
|
8.7
|
|
|
5,491.5
|
|
|
1,183.5
|
|
|
(615.9
|
)
|
|
6,067.8
|
|
|||||
Operating (loss) income
|
(8.7
|
)
|
|
633.1
|
|
|
100.7
|
|
|
—
|
|
|
725.1
|
|
|||||
Interest expense and financing fee amortization
|
—
|
|
|
(57.0
|
)
|
|
(7.8
|
)
|
|
7.5
|
|
|
(57.3
|
)
|
|||||
Other income (expense), net
|
—
|
|
|
14.9
|
|
|
(14.7
|
)
|
|
(7.5
|
)
|
|
(7.3
|
)
|
|||||
(Loss) income before income taxes and equity in net income of affiliates and subsidiaries
|
(8.7
|
)
|
|
591.0
|
|
|
78.2
|
|
|
—
|
|
|
660.5
|
|
|||||
Income tax benefit (provision)
|
2.6
|
|
|
(179.2
|
)
|
|
(15.5
|
)
|
|
|
|
|
(192.1
|
)
|
|||||
(Loss) income before equity in net income of affiliates and subsidiaries
|
(6.1
|
)
|
|
411.8
|
|
|
62.7
|
|
|
—
|
|
|
468.4
|
|
|||||
Equity in net income of affiliates
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
(1.3
|
)
|
|
1.3
|
|
|||||
Equity in net income of subsidiaries
|
474.5
|
|
|
62.6
|
|
|
—
|
|
|
(537.1
|
)
|
|
—
|
|
|||||
Net income
|
469.7
|
|
|
474.4
|
|
|
64.0
|
|
|
(538.4
|
)
|
|
469.7
|
|
|||||
Other comprehensive loss
|
(26.4
|
)
|
|
(26.4
|
)
|
|
(61.3
|
)
|
|
87.7
|
|
|
(26.4
|
)
|
|||||
Comprehensive income
|
$
|
443.3
|
|
|
$
|
448.0
|
|
|
$
|
2.7
|
|
|
$
|
(450.7
|
)
|
|
$
|
443.3
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net Revenues
|
$
|
—
|
|
|
$
|
6,096.1
|
|
|
$
|
1,030.6
|
|
|
$
|
(482.8
|
)
|
|
$
|
6,643.9
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
5,095.4
|
|
|
919.7
|
|
|
(482.8
|
)
|
|
5,532.3
|
|
|||||
Selling, general and administrative
|
7.1
|
|
|
194.9
|
|
|
18.8
|
|
|
—
|
|
|
220.8
|
|
|||||
Research and development
|
—
|
|
|
25.7
|
|
|
2.1
|
|
|
—
|
|
|
27.8
|
|
|||||
Total operating costs and expenses
|
7.1
|
|
|
5,316.0
|
|
|
940.6
|
|
|
(482.8
|
)
|
|
5,780.9
|
|
|||||
Operating (loss) income
|
(7.1
|
)
|
|
780.1
|
|
|
90.0
|
|
|
—
|
|
|
863.0
|
|
|||||
Interest expense and financing fee amortization
|
—
|
|
|
(52.2
|
)
|
|
(7.8
|
)
|
|
7.3
|
|
|
(52.7
|
)
|
|||||
Other income (expense), net
|
—
|
|
|
11.3
|
|
|
(6.3
|
)
|
|
(7.2
|
)
|
|
(2.2
|
)
|
|||||
(Loss) income before income taxes and equity in net income of affiliates and subsidiaries
|
(7.1
|
)
|
|
739.2
|
|
|
75.9
|
|
|
0.1
|
|
|
808.1
|
|
|||||
Income tax benefit (provision)
|
0.1
|
|
|
(8.4
|
)
|
|
(12.3
|
)
|
|
|
|
|
(20.6
|
)
|
|||||
(Loss) income before equity in net income of affiliates and subsidiaries
|
(7.0
|
)
|
|
730.8
|
|
|
63.6
|
|
|
0.1
|
|
|
787.5
|
|
|||||
Equity in net income of affiliates
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
(1.2
|
)
|
|
1.2
|
|
|||||
Equity in net income of subsidiaries
|
794.5
|
|
|
63.6
|
|
|
—
|
|
|
(858.1
|
)
|
|
—
|
|
|||||
Net income
|
788.7
|
|
|
794.4
|
|
|
64.8
|
|
|
(859.2
|
)
|
|
788.7
|
|
|||||
Other comprehensive loss
|
(6.7
|
)
|
|
(6.7
|
)
|
|
(21.1
|
)
|
|
27.8
|
|
|
(6.7
|
)
|
|||||
Comprehensive income
|
$
|
782.0
|
|
|
$
|
787.7
|
|
|
$
|
43.7
|
|
|
$
|
(831.4
|
)
|
|
$
|
782.0
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net Revenues
|
$
|
—
|
|
|
$
|
6,242.2
|
|
|
$
|
1,131.2
|
|
|
$
|
(574.2
|
)
|
|
$
|
6,799.2
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
5,270.2
|
|
|
1,015.0
|
|
|
(574.2
|
)
|
|
5,711.0
|
|
|||||
Selling, general and administrative
|
13.2
|
|
|
200.8
|
|
|
19.8
|
|
|
—
|
|
|
233.8
|
|
|||||
Research and development
|
—
|
|
|
27.9
|
|
|
1.4
|
|
|
—
|
|
|
29.3
|
|
|||||
Loss on sale of Gulfstream programs (see Note 26)
|
—
|
|
|
471.1
|
|
|
—
|
|
|
—
|
|
|
471.1
|
|
|||||
Total operating costs and expenses
|
13.2
|
|
|
5,970.0
|
|
|
1,036.2
|
|
|
(574.2
|
)
|
|
6,445.2
|
|
|||||
Operating (loss) income
|
(13.2
|
)
|
|
272.2
|
|
|
95.0
|
|
|
—
|
|
|
354.0
|
|
|||||
Interest expense and financing fee amortization
|
—
|
|
|
(87.4
|
)
|
|
(9.8
|
)
|
|
9.1
|
|
|
(88.1
|
)
|
|||||
Other income (expense), net
|
—
|
|
|
13.7
|
|
|
(8.1
|
)
|
|
(9.1
|
)
|
|
(3.5
|
)
|
|||||
(Loss) income before income taxes and equity in net income of affiliates and subsidiaries
|
(13.2
|
)
|
|
198.5
|
|
|
77.1
|
|
|
—
|
|
|
262.4
|
|
|||||
Income tax (provision) benefit
|
(0.8
|
)
|
|
98.0
|
|
|
(1.3
|
)
|
|
|
|
|
95.9
|
|
|||||
(Loss) income before equity in net income of affiliates and subsidiaries
|
(14.0
|
)
|
|
296.5
|
|
|
75.8
|
|
|
—
|
|
|
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
|
|
|
76.3
|
|
|
(448.5
|
)
|
|
358.8
|
|
|||||
Other comprehensive loss
|
(99.2
|
)
|
|
(73.9
|
)
|
|
(25.3
|
)
|
|
99.2
|
|
|
(99.2
|
)
|
|||||
Comprehensive income
|
$
|
259.6
|
|
|
$
|
298.3
|
|
|
$
|
51.0
|
|
|
$
|
(349.3
|
)
|
|
$
|
259.6
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
680.1
|
|
|
$
|
17.6
|
|
|
$
|
—
|
|
|
$
|
697.7
|
|
Accounts receivable, net
|
—
|
|
|
785.0
|
|
|
249.4
|
|
|
(373.9
|
)
|
|
660.5
|
|
|||||
Inventory, net
|
—
|
|
|
1,058.8
|
|
|
456.5
|
|
|
—
|
|
|
1,515.3
|
|
|||||
Other current assets
|
—
|
|
|
29.0
|
|
|
7.9
|
|
|
—
|
|
|
36.9
|
|
|||||
Total current assets
|
—
|
|
|
2,552.9
|
|
|
731.4
|
|
|
(373.9
|
)
|
|
2,910.4
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
1,462.3
|
|
|
529.3
|
|
|
—
|
|
|
1,991.6
|
|
|||||
Pension assets
|
—
|
|
|
268.1
|
|
|
14.2
|
|
|
—
|
|
|
282.3
|
|
|||||
Investment in subsidiary
|
1,928.8
|
|
|
544.4
|
|
|
—
|
|
|
(2,473.2
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
398.9
|
|
|
101.4
|
|
|
(279.4
|
)
|
|
220.9
|
|
|||||
Total assets
|
$
|
1,928.8
|
|
|
$
|
5,226.6
|
|
|
$
|
1,376.3
|
|
|
$
|
(3,126.5
|
)
|
|
$
|
5,405.2
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
527.0
|
|
|
$
|
426.6
|
|
|
$
|
(373.9
|
)
|
|
$
|
579.7
|
|
Accrued expenses
|
—
|
|
|
192.8
|
|
|
23.4
|
|
|
—
|
|
|
216.2
|
|
|||||
Profit sharing
|
—
|
|
|
97.2
|
|
|
4.2
|
|
|
—
|
|
|
101.4
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
25.1
|
|
|
1.6
|
|
|
—
|
|
|
26.7
|
|
|||||
Advance payments, short-term
|
—
|
|
|
199.3
|
|
|
—
|
|
|
—
|
|
|
199.3
|
|
|||||
Deferred revenue, short-term
|
—
|
|
|
310.8
|
|
|
1.3
|
|
|
—
|
|
|
312.1
|
|
|||||
Deferred grant income liability — current
|
—
|
|
|
—
|
|
|
14.4
|
|
|
—
|
|
|
14.4
|
|
|||||
Other current liabilities
|
—
|
|
|
94.2
|
|
|
0.2
|
|
|
—
|
|
|
94.4
|
|
|||||
Total current liabilities
|
—
|
|
|
1,446.4
|
|
|
471.7
|
|
|
(373.9
|
)
|
|
1,544.2
|
|
|||||
Long-term debt
|
—
|
|
|
1,052.5
|
|
|
206.9
|
|
|
(199.4
|
)
|
|
1,060.0
|
|
|||||
Advance payments, long-term
|
—
|
|
|
342.0
|
|
|
—
|
|
|
—
|
|
|
342.0
|
|
|||||
Pension/OPEB obligation
|
—
|
|
|
43.9
|
|
|
—
|
|
|
—
|
|
|
43.9
|
|
|||||
Deferred grant income liability — non-current
|
—
|
|
|
—
|
|
|
63.4
|
|
|
—
|
|
|
63.4
|
|
|||||
Deferred revenue and other deferred credits
|
—
|
|
|
143.4
|
|
|
3.4
|
|
|
—
|
|
|
146.8
|
|
|||||
Other liabilities
|
—
|
|
|
349.5
|
|
|
6.6
|
|
|
(80.0
|
)
|
|
276.1
|
|
|||||
Total equity
|
1,928.8
|
|
|
1,848.9
|
|
|
624.3
|
|
|
(2,473.2
|
)
|
|
1,928.8
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
1,928.8
|
|
|
$
|
5,226.6
|
|
|
$
|
1,376.3
|
|
|
$
|
(3,126.5
|
)
|
|
$
|
5,405.2
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
894.2
|
|
|
$
|
63.1
|
|
|
$
|
—
|
|
|
$
|
957.3
|
|
Accounts receivable, net
|
—
|
|
|
686.3
|
|
|
216.5
|
|
|
(365.8
|
)
|
|
537.0
|
|
|||||
Inventory, net
|
—
|
|
|
1,229.0
|
|
|
545.3
|
|
|
0.1
|
|
|
1,774.4
|
|
|||||
Other current assets
|
—
|
|
|
24.4
|
|
|
6.0
|
|
|
—
|
|
|
30.4
|
|
|||||
Total current assets
|
—
|
|
|
2,833.9
|
|
|
830.9
|
|
|
(365.7
|
)
|
|
3,299.1
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
1,393.1
|
|
|
557.6
|
|
|
—
|
|
|
1,950.7
|
|
|||||
Pension assets
|
—
|
|
|
233.3
|
|
|
13.6
|
|
|
—
|
|
|
246.9
|
|
|||||
Investment in subsidiary
|
2,120.0
|
|
|
537.8
|
|
|
0.1
|
|
|
(2,657.9
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
504.7
|
|
|
104.0
|
|
|
(340.9
|
)
|
|
267.8
|
|
|||||
Total assets
|
$
|
2,120.0
|
|
|
$
|
5,502.8
|
|
|
$
|
1,506.2
|
|
|
$
|
(3,364.5
|
)
|
|
$
|
5,764.5
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
538.2
|
|
|
$
|
445.8
|
|
|
$
|
(365.8
|
)
|
|
$
|
618.2
|
|
Accrued expenses
|
—
|
|
|
195.0
|
|
|
35.2
|
|
|
—
|
|
|
230.2
|
|
|||||
Profit sharing
|
—
|
|
|
58.3
|
|
|
3.3
|
|
|
—
|
|
|
61.6
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
32.2
|
|
|
2.7
|
|
|
—
|
|
|
34.9
|
|
|||||
Advance payments, short-term
|
—
|
|
|
178.3
|
|
|
—
|
|
|
—
|
|
|
178.3
|
|
|||||
Deferred revenue, short-term
|
—
|
|
|
281.7
|
|
|
3.8
|
|
|
—
|
|
|
285.5
|
|
|||||
Deferred grant income liability — current
|
—
|
|
|
—
|
|
|
11.9
|
|
|
—
|
|
|
11.9
|
|
|||||
Other current liabilities
|
—
|
|
|
34.7
|
|
|
3.0
|
|
|
—
|
|
|
37.7
|
|
|||||
Total current liabilities
|
—
|
|
|
1,318.4
|
|
|
505.7
|
|
|
(365.8
|
)
|
|
1,458.3
|
|
|||||
Long-term debt
|
—
|
|
|
1,075.7
|
|
|
270.6
|
|
|
(261.0
|
)
|
|
1,085.3
|
|
|||||
Advance payments, long-term
|
—
|
|
|
507.4
|
|
|
—
|
|
|
—
|
|
|
507.4
|
|
|||||
Pension/OPEB obligation
|
—
|
|
|
67.7
|
|
|
—
|
|
|
—
|
|
|
67.7
|
|
|||||
Deferred grant income liability — non-current
|
—
|
|
|
—
|
|
|
82.3
|
|
|
—
|
|
|
82.3
|
|
|||||
Deferred revenue and other deferred credits
|
—
|
|
|
165.6
|
|
|
4.4
|
|
|
—
|
|
|
170.0
|
|
|||||
Other liabilities
|
—
|
|
|
328.2
|
|
|
25.3
|
|
|
(80.0
|
)
|
|
273.5
|
|
|||||
Total equity
|
2,120.0
|
|
|
2,039.8
|
|
|
617.9
|
|
|
(2,657.7
|
)
|
|
2,120.0
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
2,120.0
|
|
|
$
|
5,502.8
|
|
|
$
|
1,506.2
|
|
|
$
|
(3,364.5
|
)
|
|
$
|
5,764.5
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
645.9
|
|
|
$
|
71.0
|
|
|
$
|
—
|
|
|
$
|
716.9
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property, plant and equipment
|
—
|
|
|
(206.4
|
)
|
|
(47.6
|
)
|
|
|
|
|
(254.0
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Other
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(205.4
|
)
|
|
(48.0
|
)
|
|
—
|
|
|
(253.4
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of bonds
|
—
|
|
|
299.8
|
|
|
—
|
|
|
—
|
|
|
299.8
|
|
|||||
Principal payments of debt
|
—
|
|
|
(33.9
|
)
|
|
(2.5
|
)
|
|
—
|
|
|
(36.4
|
)
|
|||||
Collection on (repayment of) intercompany debt
|
—
|
|
|
61.6
|
|
|
(61.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Payments on term loan
|
—
|
|
|
(300.0
|
)
|
|
—
|
|
|
—
|
|
|
(300.0
|
)
|
|||||
Debt issuance and financing costs
|
—
|
|
|
(17.2
|
)
|
|
—
|
|
|
—
|
|
|
(17.2
|
)
|
|||||
Taxes paid related to net share settlement awards
|
—
|
|
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
|
(15.2
|
)
|
|||||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Proceeds (payments) from subsidiary for purchase of treasury stock
|
649.6
|
|
|
(649.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock
|
(649.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(649.6
|
)
|
|||||
Net cash used in financing activities
|
—
|
|
|
(654.6
|
)
|
|
(64.1
|
)
|
|
—
|
|
|
(718.7
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
(4.4
|
)
|
|||||
Net decrease in cash and cash equivalents for the period
|
—
|
|
|
(214.1
|
)
|
|
(45.5
|
)
|
|
—
|
|
|
(259.6
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
894.2
|
|
|
63.1
|
|
|
—
|
|
|
957.3
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
680.1
|
|
|
$
|
17.6
|
|
|
$
|
—
|
|
|
$
|
697.7
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
1,167.5
|
|
|
$
|
122.2
|
|
|
$
|
—
|
|
|
$
|
1,289.7
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property, plant and equipment
|
—
|
|
|
(273.3
|
)
|
|
(86.8
|
)
|
|
|
|
|
(360.1
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(270.8
|
)
|
|
(86.6
|
)
|
|
—
|
|
|
(357.4
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of bonds
|
—
|
|
|
535.0
|
|
|
—
|
|
|
—
|
|
|
535.0
|
|
|||||
Principal payments of debt
|
—
|
|
|
(33.4
|
)
|
|
(3.1
|
)
|
|
—
|
|
|
(36.5
|
)
|
|||||
Collection on (repayment of) intercompany debt
|
—
|
|
|
(8.9
|
)
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|||||
Payments on term loan
|
—
|
|
|
(534.9
|
)
|
|
—
|
|
|
—
|
|
|
(534.9
|
)
|
|||||
Debt issuance and financing costs
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|||||
Taxes paid related to net share settlement awards
|
—
|
|
|
(20.7
|
)
|
|
—
|
|
|
—
|
|
|
(20.7
|
)
|
|||||
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
10.5
|
|
|
0.2
|
|
|
—
|
|
|
10.7
|
|
|||||
Proceeds (payments) from subsidiary for purchase of treasury stock
|
300.0
|
|
|
(300.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock
|
(300.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300.0
|
)
|
|||||
Net cash used in (provided by) financing activities
|
—
|
|
|
(357.1
|
)
|
|
6.0
|
|
|
—
|
|
|
(351.1
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||||
Net increase in cash and cash equivalents for the period
|
—
|
|
|
539.6
|
|
|
39.8
|
|
|
—
|
|
|
579.4
|
|
|||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
354.6
|
|
|
23.3
|
|
|
—
|
|
|
377.9
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
894.2
|
|
|
$
|
63.1
|
|
|
$
|
—
|
|
|
$
|
957.3
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
312.8
|
|
|
$
|
48.8
|
|
|
$
|
—
|
|
|
$
|
361.6
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property, plant and equipment
|
—
|
|
|
(147.4
|
)
|
|
(72.8
|
)
|
|
|
|
|
(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
|
)
|
|
(75.1
|
)
|
|
—
|
|
|
(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
|
|
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
|
2.3
|
|
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
|
2.4
|
|
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
|
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
|
|
Sixth Amended and Restated By Laws of Spirit AeroSystems Holdings, Inc.
|
|
Current Report on Form 8-K (File No. 001-33160), filed December 5, 2016, 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 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
|
4.5
|
|
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)
|
4.6
|
|
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
|
4.7
|
|
Indenture dated as of June 1, 2016, governing the 3.850% Senior Notes due 2026, 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 June 7, 2016, Exhibit 4.1
|
Article I. Exhibit
Number
|
|
Section 1.01 Exhibit
|
|
Incorporated by
Reference to the
Following Documents
|
4.8
|
|
Form of 3.850% Senior Note due 2026
|
|
Current Report on Form 8-K (File No. 001-33160), filed June 7, 2016, Exhibit 4.2
|
4.9
|
|
Supplemental Indenture, dated December 5, 2016, governing the 3.850% Senior Notes due 2026
|
|
*
|
4.10
|
|
Supplemental Indenture, dated December 5, 2016, governing the 5 1/4% Senior Notes due 2022
|
|
*
|
10.1†
|
|
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
|
10.2†
|
|
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
|
10.3†
|
|
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
|
10.4†
|
|
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
|
10.5
|
|
Amendment #2 to Spirit AeroSystems Holdings, Inc. Supplemental Executive Retirement Plan, dated January 25, 2017
|
|
*
|
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
|
|
Amended and Restated Credit Agreement, dated as of June 6, 2016, 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
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 5, 2016, Exhibit 10.2
|
10.26†
|
|
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
|
10.27
|
|
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
|
10.28††
|
|
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
|
10.29†
|
|
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
|
10.30†
|
|
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
|
10.31†
|
|
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
|
10.32†
|
|
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
|
10.33†
|
|
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
|
10.34†
|
|
Form of Executive Compensation Letter
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 19, 2014, Exhibit 10.42
|
10.35††
|
|
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
|
10.36††
|
|
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
|
10.37†
|
|
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.
|
10.38†
|
|
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
|
Article I. Exhibit
Number
|
|
Section 1.01 Exhibit
|
|
Incorporated by
Reference to the
Following Documents
|
10.39†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and Duane Hawkins, effective as of June 17, 2013
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 12, 2015, Exhibit 10.44
|
10.40†
|
|
Amendment to Employment Agreement between Spirit Aerosystems, Inc. and Duane Hawkins, effective as of June 17, 2013
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 12, 2015, Exhibit 10.45
|
10.41†
|
|
Annual Executive Compensation Letter between Spirit AeroSystems, Inc. and John Pilla, dated February 7, 2014
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 12, 2015, Exhibit 10.46
|
10.42†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and Krisstie Kondrotis, effective as of December 10, 2014
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 12, 2015, Exhibit 10.47
|
10.43
|
|
Amendment No. 11 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems, Inc., dated as of March 10, 2015
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed May 1, 2015, Exhibit 10.1
|
10.44
|
|
Amendment No. 12 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems, Inc., dated as of April 9, 2015.
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed July 31, 2015, Exhibit 10.1
|
10.45
|
|
Amendment No. 14 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems, Inc., dated as of April 21, 2015.
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed July 31, 2015, Exhibit 10.2
|
10.46†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and Michelle Lohmeier, effective as of June 10, 2015.
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed July 31, 2015, Exhibit 10.3
|
10.47†
|
|
Employment Agreement between Spirit AeroSystems, Inc. and Ron Rabe, effective as of June 9, 2015.
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed July 31, 2015, Exhibit 10.4
|
10.48†
|
|
Resignation and Consulting Agreement between Spirit AeroSystems, Inc. and David Coleal, effective as of May 21, 2015.
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed July 31, 2015, Exhibit 10.5
|
10.49
|
|
Amendment No. 13 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems, Inc., dated as of January 4, 2016.
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 12, 2016, Exhibit 10.57
|
10.50††
|
|
Amendment No. 17 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems, Inc., dated as of December 23, 2015.
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 12, 2016, Exhibit 10.58
|
10.51††
|
|
Amendment No. 20 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems, Inc., dated as of November 1, 2015.
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 12, 2016, Exhibit 10.59
|
10.52††
|
|
Amendment No. 21 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems, Inc., dated as of May 9, 2016
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 5, 2016, Exhibit 10.4
|
10.53††
|
|
Amendment No. 22 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems, Inc., dated as of November 2, 2016
|
|
*
|
10.54††
|
|
Amendment No. 23 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems, Inc., dated as of December 16, 2016
|
|
*
|
10.55††
|
|
Amendment No. 24 to Special Business Provisions, between The Boeing Company and Spirit AeroSystems, Inc., dated as of December 20, 2016
|
|
*
|
10.56†
|
|
Separation Agreement and Release between Spirit AeroSystems, Inc. and Jon Lammers, effective as of December 6, 2015.
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 12, 2016, Exhibit 10.60
|
Article I. Exhibit
Number
|
|
Section 1.01 Exhibit
|
|
Incorporated by
Reference to the
Following Documents
|
10.57†
|
|
Employment Agreement between Spirit AeroSystems, Inc., and Stacy Cozad, effective as of January 4, 2016.
|
|
Annual Report on Form 10-K (File No. 001-33160), filed February 12, 2016, Exhibit 10.61
|
10.58†
|
|
Employment Agreement, dated as of February 13, 2016, between Spirit AeroSystems, Inc. and Thomas C. Gentile III
|
|
Current Report on Form 8-K (File No. 001-33160), filed February 16, 2016, Exhibit 10.1
|
10.59†
|
|
Separation Agreement and General Release dated February 24, 2016, by and between Spirit Aerosystems, Inc., Spirit Aerosystems Holdings, Inc. and Philip D. Anderson
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed April 29, 2016, Exhibit 10.1
|
10.60†
|
|
Executive Compensation Letter between Spirit AeroSystems, Inc. and Samantha Marnick, dated June 1, 2016
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 5, 2016, Exhibit 10.1
|
10.61†
|
|
Retirement and Consulting Agreement and General Release, dated as of June 7, 2016, by and among Spirit AeroSystems, Inc., Spirit AeroSystems Holdings, Inc. and Larry A. Lawson
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed August 5, 2016, Exhibit 10.3
|
12.1
|
|
Ratio of Earnings to Fixed Charges
|
|
*
|
14.1
|
|
Code of Ethics
|
|
|
|
|
(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
|
|
|
(iii) Spirit AeroSystems Holdings, Inc. Code of Ethics and Business Conduct, as amended
|
|
Quarterly Report on Form 10-Q (File No. 001-33160), filed October 30, 2015, Exhibit 14.1
|
21.1
|
|
Subsidiaries of Spirit AeroSystems Holdings, Inc.
|
|
*
|
23.1
|
|
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@
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|
XBRL Taxonomy Extension Calculation Linkbase Document.
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|
*
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101.DEF@
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|
XBRL Taxonomy Extension Definition Linkbase Document.
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*
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101.LAB@
|
|
XBRL Taxonomy Extension Label Linkbase Document.
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|
*
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101.PRE@
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XBRL Taxonomy Extension Presentation Linkbase Document.
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*
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†
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Indicates management contract or compensation plan or arrangement
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††
|
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
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*
|
Filed herewith
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**
|
Furnished herewith
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|
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SPIRIT AEROSYSTEMS HOLDINGS, INC.
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||
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By:
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/s/ Sanjay Kapoor
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Sanjay Kapoor Executive Vice President and Chief Financial Officer
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Signature
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Title
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Date
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/s/ Thomas C. Gentile III
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Director, President and Chief Executive
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February 10, 2017
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Thomas C. Gentile III
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Officer (Principal Executive Officer)
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/s/ Sanjay Kapoor
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Executive Vice President and Chief Financial
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February 10, 2017
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Sanjay Kapoor
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Officer (Principal Financial Officer)
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/s/ Mark J. Suchinski
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Vice President and Corporate Controller
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February 10, 2017
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Mark J. Suchinski
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(Principal Accounting Officer)
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/s/ Robert Johnson
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Director, Chairman of the Board
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February 10, 2017
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Robert Johnson
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/s/ Charles Chadwell
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Director
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February 10, 2017
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Charles Chadwell
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/s/ Irene M. Esteves
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Director
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February 10, 2017
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Irene M. Esteves
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/s/ Paul Fulchino
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Director
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February 10, 2017
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Paul Fulchino
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/s/ Richard Gephardt
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Director
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February 10, 2017
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Richard Gephardt
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/s/ Ronald Kadish
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Director
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February 10, 2017
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Ronald Kadish
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/s/ John L. Plueger
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Director
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February 10, 2017
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John L. Plueger
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/s/ Francis Raborn
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Director
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February 10, 2017
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Francis Raborn
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SPIRIT AEROSYSTEMS, INC.
as Issuer,
SPIRIT AEROSYSTEMS HOLDINGS, INC.,
THE SUBSIDIARY GUARANTORS PARTY HERETO
and
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.
as Trustee
|
$300,000,000
3.850% Senior Notes due 2026
|
By:
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/s/ Stacy Hall
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By:
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/s/ Stacy Hall
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By:
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/s/ Stacy Hall
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By:
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/s/ Stacy Hall
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By:
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/s/ Stacy Hall
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By:
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/s/ Stacy Hall
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By:
|
/s/ Stacy Hall
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By:
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/s/ Stacy Hall
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SPIRIT AEROSYSTEMS, INC.
as Issuer,
SPIRIT AEROSYSTEMS HOLDINGS, INC.,
THE SUBSIDIARY GUARANTORS PARTY HERETO
and
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.
as Trustee
|
$300,000,000
5
1
/
4
% Senior Notes due 2022
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By:
|
/s/ Stacy Hall
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By:
|
/s/ Stacy Hall
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By:
|
/s/ Stacy Hall
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By:
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/s/ Stacy Hall
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By:
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/s/ Stacy Hall
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By:
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/s/ Stacy Hall
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By:
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/s/ Stacy Hall
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By:
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/s/ Stacy Hall
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ARTICLE I - PURPOSE
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1
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ARTICLE II - DEFINITIONS
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1
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ARTICLE III - ELGIBILITY
|
5
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ARTICLE IV - BENEFITS
|
5
|
ARTICLE V - PAYMENT OF BENEFITS
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6
|
ARTICLE VI - SOURCE OF BENEFITS
|
9
|
ARTICLE VII - ADMINISTRATION
|
9
|
ARTICLE VIII - AMENDMENT AND TERMINATION
|
10
|
ARTICLE IX - RESTRICTIONS ON ALIENATION
|
11
|
ARTICLE X - CLAIMS PROCEDURES
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11
|
ARTICLE XI - MISCELLANEOUS
|
13
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A.
|
A Change in Control; or
|
B.
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A sale of shares of Common Stock (“Shares”) or other equity securities of the Company by Onex (whether by merger, consolidation, recapitalization, reorganization, or sale or transfer of the Company’s equity interests) which does not constitute a Change in Control, other than a sale of Shares (i) to a Person included in the definition of “Onex” contained in this Plan, or (ii) within 180 days following the Closing Date, to one or more of Onex’s institutional co-investors.
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(a)
|
“A” equals (i) the unencumbered value of the Company, determined in accordance with recommendations from management of the Company or Spirit AeroSystems, Inc., which recommendations shall be based upon appropriate valuation factors, including earnings and multiples of earnings of comparable companies,
less
(ii) total outstanding debts, capitalized leases, and other obligations of the Company, whether secured or unsecured, and the preference amount of any outstanding preferred stock; and
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(b)
|
“B” equals the total number of outstanding shares of common stock of the Company plus the total number of shares of common stock of the Company issued or issuable upon exercise, exchange, or conversion of any outstanding options, warrants, or other rights or convertible securities exercisable or exchangeable for, or convertible into, common stock of the Company,
less
any shares or other equity interests in which the holder thereof has not acquired an interest on or before the Valuation Date,
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A.
|
In the event a Participant incurs a Separation from Service prior to age 55, payment shall commence on the first day of the month coincident with or immediately following the date the Participant reaches age 55 (or, in the case of a Specified Employee, the date that is 6 months after the Participant’s Separation from Service, if later).
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A.
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Determine in its Sole Discretion the eligibility of any individual to participate in the Plan;
|
B.
|
Make discretionary interpretations regarding the terms of the Plan and make factual findings with respect to any issue arising under the Plan, including, but not limited to, the power to determine whether an individual is eligible to participate in the Plan or receive benefits under the Plan and whether an individual has incurred a Separation from Service, with its interpretation to be final and conclusive;
|
C.
|
Compute the amounts payable for any Participant or other person in accordance with the provisions of the Plan, determine the manner and time for making such payments in accordance with the provisions of the Plan, and determine and authorize the person or persons to whom such payments will be paid;
|
D.
|
Receive and review claims for benefits and render decisions respecting such claims under the Plan;
|
E.
|
Make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of this Plan;
|
F.
|
Appoint such agents, specialists, legal counsel, accountants, consultants, or other persons as the Committee deems advisable to assist in administering the Plan; and
|
G.
|
Maintain all records of the Plan.
|
C.
|
A description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation of why such material or information is necessary; and
|
D.
|
An explanation of the claim review procedure set forth in Sections 10.03 and 10.04 below (including a statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination).
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A.
|
The claimant shall have the opportunity to submit written comments, documents, records, and other information relating to the claim to the Committee; and
|
B.
|
The claimant shall be provided, upon request and free of charge, reasonable access to and copies of, all documents, records, and other relevant information relating to the claim for benefits.
|
A.
|
The specific reason or reasons for the adverse determination;
|
B.
|
Specific reference to pertinent plan provisions on which the benefit determination is based; and
|
C.
|
A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
|
D.
|
A statement of the claimant’s right to bring an action under ERISA Section 502(a).
|
A.
|
Such election shall not take effect until at least 12 months after the date on which the election is made;
|
B.
|
In the case of an election related to distribution or payment on account of Separation from Service or reaching a specified time, the first payment with respect to which the election is made must be deferred for a period of not less than 5 years from the date such payment otherwise would have been made; and
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C.
|
In the case of an election related to a distribution or payment on account of reaching a specified time, the election shall not be made less than 12
|
1.
|
If, at the time the Participant incurs a Separation from Service, the Participant is either (i) age 55 and credited with at least 10 years of service (as determined by the Committee, in its Sole Discretion), or (ii) age 62, the Participant’s SERP benefit will be reduced by ¼% for each month that the date of commencement of payment precedes the Participant’s 65th birthday.
|
2.
|
In all other cases, the Participant’s SERP benefit will be reduced by ½% for each month that the date of commencement of payment precedes the Participant’s 65th birthday.
|
3.
|
Optional forms of payment shall be the actuarial equivalent of the benefit otherwise payable.
|
4.
|
All calculations and other determinations under the Plan shall be based on the principles set forth in the Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated on June 30, 2003.
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A.
|
Boeing
and Spirit (the
"Seller'') are parties to the
Special Business Provisions
|
B.
|
The Parties now desire to amend
the
SBP as contemplated below.
|
C.
|
The
Parties
have
moved the incorporation line unit of the
MAX
Composite
|
a.
|
Exhibit A
Tooling
[*****]
Amounts
of Attachment
27 is
updated with
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737-9
[*****]
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Fuselage, Wing, and Propulsion End Items (All SOW)
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Initial Tooling
[*****] Amount
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[*****]
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Rate Tooling
[*****] Amount
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[*****]
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737 MAX CIW
[*****]
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Composite Inner Wall (CIW)
|
Line Unit
[*****] Tooling [*****] Amount
|
[*****]
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Rate Tooling
[*****] Amount
|
[*****]
|
b.
|
Exhibit C Tooling Lists of Attachment 27 is updated with MAX-9 initial
|
c.
|
Paragraph 2 of Attachment 1 C under the heading "MAX Composite
|
d.
|
Section 1.2.4 of SBP Attachment 27 is updated to reference to AIW
|
e.
|
Section 6.3 of SBP Attachment 27 is updated to reference AIW line unit
|
f.
|
Section 6.3 of SBP Attachment 27 is updated to include purchase
|
g.
|
A new Section 6.4.3 is added to SBP Attachment 27, as follows:
|
h.
|
Section 5.1.2 of SBP Attachment 27 is updated to include purchase orders for MAX AIW non-recurring
non
-t
ooling define
and build statement of work as follows
:
|
i.
|
Section
5.1.3 of SBP Attachment 27 is stricken in its entirety and is replaced with the following:
|
j.
|
SBP Attachment
9
is updated to
include
reference to this Amendment 22.
|
a.
|
Except
as specifically set forth herein, all provisions of the SBP shall
|
b.
|
In the event of a conflict between the terms of
this
Amendment 22
|
c.
|
This
Amendment shall be governed by the internal
laws
of the State of
|
/s/ David J. Blaylock
Name: David J. Blaylock
Title: Procurement Agent
Date: November 2, 2016
|
/s/ Eric S. Bossler
Name: Eric S. Bossler
Title: Contracts Administrator
Date: November 2, 2016
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A.
|
Boeing and Spirit are Parties to the Administrative Agreement (AA) AA-65530-0010, General Terms Agreements (GTA) BCA-65530-0016, Special Business Provisions (SBP) MS-65530-0016, and SBP Attachment 27 (“ also referenced as MOA”) together with all Amendments thereto respectively; collectively the “Supply Contract”.
|
B.
|
Boeing and Spirit entered into agreement Amendment 22 to the SBP, pursuant to section 6.4 of SBP Attachment 27 concerning the 737-9 Initial Tooling [*****] and 737-9 Initial Tooling incentive payment.
|
C.
|
Boeing and Spirit entered into agreement Amendment 22 to the SBP, pursuant to section 6.4 of SBP Attachment 27 concerning the 737 CIW Line [*****] Tooling [*****] and 737 CIW Line [*****] Tooling incentive payment.
|
D.
|
Boeing and Spirit seek to implement the adjusted [*****] and incentive payment terms associated with 737-9 MAX Initial Tooling and 737 CIW Line [*****] Tooling as an amendment into SBP Attachment 27.
|
a.
|
Incurred Costs:
The incurred costs as noted below are [*****]. The costs for each tool including the incentive will be entered into the Certified Tool Tracking Log (“CTOL”) System upon acceptance of all Certified Tool Lists (hereinafter, “CTL”) as described in section 6.4.1 of SBP Attachment 27.
|
b.
|
Spirit has submitted all CTL’s associated with each of the [*****] amounts established in SBP amendment 22 Attachment 27 and has met the incentive payment requirements set forth in § 6.4.1 and 6.4.2.
|
c.
|
Due to an overpayment processed for 737-9 initial tools the Incentive amount as agreed in SBP amendment 22 Attachment 27 section 6.4.3 is subject to the adjustments noted in the table below. Boeing and Spirit agree to adjusted incentive payment of [*****].
|
End item
|
Incentive Price Agreement
|
Overpayment
|
Adjusted Incentive Agreement
|
Purchase Order #
|
737-9 Initial Tooling Incentive
|
[*****]
|
[*****]
|
[*****]
|
xxxx
|
737 CIW Line [*****] Tooling Incentive
|
[*****]
|
[*****]
|
[*****]
|
xxxx
|
d.
|
Spirit has a balance to go to complete the invoicing for the 737 CIW line [*****] tools of [*****]. These have been accrued in [*****]. Any costs incurred by Spirit beyond this amount will be subject to Section G, subsection IV below.
|
e.
|
Invoicing for the incentive payments described in part c. shall be submitted pursuant to the terms of SBP Attachment 27, section 6.1.2. The Parties agree that Spirit will submit an invoice in [*****] for the total incentive amount of [*****] with the following payment terms:
|
•
|
[*****]%, of Baseline or Maximum incentive payment (as applicable),
|
•
|
[*****]% of Baseline of Maximum incentive payment (as applicable),
|
Timing of Payments
|
Description
|
Incentive Amount to be paid
|
[*****]
|
[*****]% of 737-9 Initial Tooling Incentive (Reconciled per section c)
|
[*****]
|
[*****]% of 737 CIW Line [*****] Tooling Incentive
|
[*****]
|
|
[*****]
|
[*****]% of 737-9 Initial Tooling Incentive
|
[*****]
|
[*****]% of 737 CIW Line [*****] Tooling Incentive
|
[*****]
|
f.
|
Boeing shall update and release Purchase Orders pursuant to SBP Attachment 27 section 6.3 upon completion of all CTL’s submitted and approved. The final incentive payment amount will be [*****] and noted on the final CTL list attached.
|
g.
|
Boeing and Spirit agree to the following provisions:
|
I.
|
Spirit shall provide written notification of Final Certified Tool List (CTL)
submittal for 737-9 initial tools and 737 CIW line [*****] tools.
|
II.
|
The final tool list will not be revised and no further Certified Tool Lists (CTL’s) will be accepted under the terms of this Agreement and the Incentive settlement payment will not be impacted.
|
III.
|
All 737-9 initial tools and incentive payments are closed. Spirit will not invoice or assert for 737-9 initial tools to Boeing after this agreement is executed (signed) by the Parties below.
|
IV.
|
All 737 CIW Line [*****] tools and incentive payments are closed. All costs are complete per section d of the price agreement above. The current estimated payment date is [*****]. Spirit will not invoice or assert for 737 CIW Line [*****] tools to Boeing after this agreement is executed (signed) by the Parties below.
|
V.
|
If additional 737-9 initial tooling or 737 CIW Line [*****] tooling is needed, Spirit will submit a [*****] CTL for these tools.
|
VI.
|
If Part discrepancies are found to be the result of a defective initial tool identified in Exhibit 1 of Amendment 22 (also attached to this exhibit), fabricated or procured by Spirit, then Spirit will rework or replace any tools identified in Exhibit C1 [*****] and Spirit will submit a [*****] CTL.
|
VII.
|
Any changes to the 737-9 Initial Tooling or 737 CIW Line [*****] tooling, post ATC, will be in accordance with the sustaining contract, SBP MS-65530-0016.
|
VIII.
|
Boeing driven changes to 737-9 Initial Tooling or 737 CIW Line [*****] Tooling prior to 737-9 ATC, not driven by part defects resulting from Spirit tooling list attached to Amendment 22, Tooling rework/ additions are "Rate" Tooling. Adjustments to the 737-9 Rate Tooling [*****] will be made or inclusion on the future agreement for the 737 CIW Rate Tooling [*****] will be completed.
|
a.
|
Section 6.3 of SBP Attachment 27 is updated to reference incentive payments for 737-9 initial tools and CIW line [*****] tools.
|
1.
|
THAT the AMENDMENTS index of the SBP is hereby deleted in its entirety and replaced with the following (passed over and not-to-be-used Amendment Numbers 15, 16, 18 and 19 have intentionally been designated “NULL”):
|
AMENDMENTS
|
|
|
|
Amend Number
|
Description
|
Effective Date
|
Approval
|
1
|
Revise Company name from Mid-Western Aircraft Systems Incorporated to Spirit AeroSystems throughout document. Update Attachments 1, 2, 4, 14 and 16.
|
2/23/2006
|
H. McCormick/ R. Stone
|
|
|
|
|
2
|
Incorporate CCNs as listed in Amendment 2 Attachment A, includes addition of new section 12.19, modification to sections 3.4.9, 12.16 and 32.0, updates to Attachments 1, 2, 6, 7, 15, 16, 19 and 20.
|
4/11/2007
|
H. McCormick/ J. Edwards
|
|
|
|
|
3
|
Incorporate CCNs as listed in Amendment 3 Attachment A, updates to Attachments 1, 2, 7, 14, 15, 16 and 22.
|
11/28/2007
|
H. McCormick/ J. Edwards
|
|
|
|
|
4
|
Incorporate CCNs as listed in Amendment 4 Attachment A. Updates to Attachments 1, 2, 7, 14, 15, 16. Incorporate Attachment 1A per CCN 508, 1328.
|
7/8/2008
|
S.Hu
W. Wallace
|
|
|
|
|
5
|
Incorporate CCNs as listed in Amendment 5 Attachment A, includes addition of new section 12.3.1.1 Updates to Attachments 1, 2, 7, 14, 15, 16, 20.
|
6/22/2009
|
S. Hu
R. Stone
|
|
|
|
|
6
|
Incorporate CCNs as listed in Amendment 6 Attachment A. Updates to Attachments 1, 2, 4, 7, 9, 10, 14, 16.
Incorporate Attachment 9 per CCN 2385.
|
11/23/2010
|
S.
Hu
M. Milan
|
|
|
|
|
7
|
Incorporate CCNs as listed in Amendment 7 Attachment A, includes addition of new section 12.13.3.1. Updates to Attachments 1, 2, 4, 7, 9, 14, 16. Incorporate Attachment 1B per CCN 4212 and Attachment 23 per the 767-2C MOA.
|
7/29/11
|
S.
Hu
M. Milan
|
|
|
|
|
8
|
Incorporate CCNs as listed in Amendment 8 Attachment A, includes revisions to section 7.9 and 12.13.1.1. Updates to Attachments 1, 2, 4, 7, 9, 14, 15, 16.
|
2/6/2013
|
C. Howell
M. Milan
|
|
|
|
|
9
|
Incorporate Attachment 25 - 737 Max Titanium Inner Wall Agreement.
|
9/4/2014
|
E. Flagel
M. Milan
|
|
|
|
|
10
|
Incorporate Attachment 26-737 Derailment.
|
9/2/2014
|
B. Folden
R. Ast
|
|
|
|
|
11
|
Incorporate Attachment 27 -737-MAX Non Recurring Agreement, and Attachment 28 737/747/767/777 Pricing Agreement. Updates Section 4.1, Attachment 4 Section B.1., Attachments 9 and 15.
|
3/10/2015
|
C.Howell
R. Ast
|
|
|
|
|
12
|
Delete and replace Attachment 25 Section 3.0
|
4/9/2015
|
K. Drawsky
R. Ast
|
|
|
|
|
13
|
Incorporate CCNs as listed in Amendment 13 Attachment A, updates to Attachments 1, 2, 7, 9, 14, and 16.
|
1/4/2016
|
L. Taylor
K. Leyba
|
|
|
|
|
14
|
Incorporate Attachment 25, Addendum 1.
|
4/21/2015
|
D. Blaylock
R. Grant
|
|
|
|
|
15
|
NULL
|
|
|
16
|
NULL
|
|
|
|
|
|
|
17
|
Incorporate Attachment 29, 777X Non-Recurring Agreement
|
12/23/2015
|
A. Lucker
E. Bauer
|
|
|
|
|
18
|
NULL
|
|
|
19
|
NULL
|
|
|
|
|
|
|
20
|
737 MAX Inner Wall
|
12/17/2015
|
S. Garcia-Deleone
J.Reed
|
|
|
|
|
21
|
Revisions to Attachment 27, 737 MAX Non-Recurring Agreement
|
5/9/2016
|
D. Blaylock
R.Grant
|
|
|
|
|
22
|
737 MAX Composite Inner Wall Line Movement
|
11/2/2016
|
D. Blaylock
E. Bossler
|
|
|
|
|
23
|
737 MAX 9 INITIAL and CIW Line [*****] Tooling Incentive AGREEMENT
|
12/16/2016
|
D. Blaylock
E. Bossler
|
|
|
|
|
24
|
Incorporate CCNs as listed in Amendment 23 Attachment A, updates to Attachments 1, 2, 7, 9, and 14.
|
12/20/2016
|
L. Taylor
K. Leyba
|
|
|
|
|
2.
|
THAT the Parties agree that SBP Attachment 1 excel files, under “Work Statement and Pricing,” “Attachment 1 Parts and Prices” are deleted in their entirety and replaced by Exhibits A-D of this Amendment, which incorporate the price impacts from the CCNs noted in this Paragraph 2.
|
3.
|
THAT SBP Attachment 2 is revised to reflect incorporation of the CCNs in SBP Amendment No. 24 Attachment A.
|
4.
|
THAT SBP Attachment 7 is revised to reflect incorporation of CCNs 8393, 9073 and 9079.
|
1.
|
THAT SBP Attachment 9 is revised to reflect the incorporation of CCNs 2580R4, 3126R2, 4451R1, 5889R5, 6527, 6086, 6086R2, 6086R6, 6086R7, 6086R8, 6086R10, 6086R11, 6487R1, 7752R4, 7903, 8327, 8426, 8493R1, 8494R1, 8505, 8548, 8552, 8556, 8593, 8594, 8595, 8595R1, 8657, 8664, 8695, 8705, 8719, 8721, 8724, 8724R1, 8737, 8776, 8792R1, 8820, 9008, 9010, 9011, 9012, 9015, 9016, 9034, 9043, 9044, 9045, 9054, 9101, 9146, 9147, 9148, 9149, 9205, 9313, 9314, 9424, 9425, 9426, 9491, 9591, 9610, 9611, 9638, 9651, 9688, 9693, 9718, 9719 and 9758.
Attachment 9 is further revised to reflect incorporation of Settlement letter 6-5AC1-DJB15-0059 R2.
|
2.
|
THAT SBP Attachment 14 is revised to incorporate the agreed-to firing orders as reflected in CCNs 5895R2, 5895R4, 8754, 8767, 8821, 8822, 8882, 8884, 8915, 8916, 8917, 8930, 8931, 8966, 8967, 8971, 8980, 8984, 9013, 9017, 9018, 9031, 9036, 9042, 9083, 9118, 9119, 9136, 9137, 9143, 9171, 9172, 9181, 9201, 9201R1
,
9214, 9215, 9385, 9390, 9423, 9441, 9442, 9448, 9536, 9541, 9542, 9560, 9563, 9585, 9586, 9587, 9607, 9609, 9630, 9636, 9639R1, 9684, 9686, 9701, 9702, 9702R1, 9721, 9722, 9733, 9775, 9779, 9780, 9819, 9827, and 9829
.
|
By:
/s/ Lanny Taylor
|
By:
/s/ Kenny Leba
|
6086
|
6316
|
6527
|
6933
|
6940
|
7950
|
8242
|
8243
|
8318
|
8426
|
8505
|
8530
|
8537
|
8539
|
8548
|
8550
|
8552
|
8579
|
8595
|
8657
|
8658
|
8664
|
8678
|
8692
|
8693
|
8701
|
8702
|
8703
|
8705
|
8715
|
8717
|
8718
|
8719
|
8720
|
8721
|
8722
|
8723
|
8724
|
8727
|
8728
|
8729
|
8734
|
8735
|
8736
|
8737
|
8738
|
8750
|
8752
|
8753
|
8754
|
8755
|
8756
|
8759
|
8761
|
8764
|
8765
|
8766
|
8767
|
8768
|
8769
|
8770
|
8771
|
8772
|
8775
|
8776
|
8777
|
8779
|
8786
|
8787
|
8788
|
8789
|
8802
|
8803
|
8805
|
8806
|
8807
|
8808
|
8809
|
8810
|
8811
|
8812
|
8813
|
8814
|
8815
|
8816
|
8817
|
8818
|
8820
|
8821
|
8822
|
8824
|
8837
|
8838
|
8839
|
8840
|
8841
|
8842
|
8843
|
8844
|
8845
|
8846
|
8847
|
8848
|
8849
|
8850
|
8851
|
8852
|
8853
|
8857
|
8859
|
8860
|
8861
|
8865
|
8867
|
8868
|
8869
|
8870
|
8871
|
8872
|
8873
|
8879
|
8882
|
8884
|
8885
|
8886
|
8887
|
8890
|
8896
|
8899
|
8901
|
8902
|
8904
|
8905
|
8906
|
8909
|
8915
|
8916
|
8917
|
8918
|
8919
|
8925
|
8928
|
8930
|
8931
|
8932
|
8933
|
8934
|
8936
|
8937
|
8942
|
8949
|
8950
|
8951
|
8952
|
8953
|
8958
|
8959
|
8960
|
8962
|
8963
|
8964
|
8966
|
8967
|
8971
|
8972
|
8979
|
8980
|
8981
|
8982
|
8983
|
8984
|
8987
|
8996
|
8997
|
8998
|
8999
|
9000
|
9001
|
9002
|
9003
|
9004
|
9005
|
9006
|
9007
|
9008
|
9010
|
9011
|
9012
|
9013
|
9014
|
9015
|
9016
|
9017
|
9018
|
9019
|
9020
|
9021
|
9022
|
9023
|
9024
|
9025
|
9026
|
9027
|
9028
|
9029
|
9030
|
9031
|
9032
|
9033
|
9034
|
9036
|
9037
|
9042
|
9043
|
9044
|
9045
|
9046
|
9054
|
9055
|
9056
|
9057
|
9058
|
9059
|
9060
|
9062
|
9064
|
9065
|
9066
|
9067
|
9068
|
9069
|
9070
|
9071
|
9072
|
9073
|
9074
|
9075
|
9079
|
9082
|
9083
|
9084
|
9085
|
9091
|
9095
|
9096
|
9097
|
9098
|
9099
|
9101
|
9104
|
9105
|
9106
|
9107
|
9108
|
9110
|
9111
|
9112
|
9113
|
9114
|
9116
|
9117
|
9118
|
9119
|
9120
|
9121
|
9122
|
9123
|
9124
|
9125
|
9126
|
9128
|
9131
|
9132
|
9133
|
9135
|
9136
|
9137
|
9138
|
9140
|
9141
|
9142
|
9143
|
9144
|
9146
|
9147
|
9148
|
9149
|
9150
|
9151
|
9152
|
9153
|
9154
|
9155
|
9156
|
9157
|
9158
|
9159
|
9160
|
9162
|
9163
|
9164
|
9165
|
9166
|
9170
|
9171
|
9172
|
9173
|
9174
|
9175
|
9176
|
9177
|
9178
|
9179
|
9180
|
9181
|
9182
|
9186
|
9187
|
9188
|
9189
|
9190
|
9191
|
9192
|
9193
|
9194
|
9195
|
9196
|
9197
|
9198
|
9199
|
9200
|
9201
|
9202
|
9203
|
9204
|
9205
|
9206
|
9207
|
9208
|
9209
|
9210
|
9211
|
9212
|
9213
|
9214
|
9215
|
9216
|
9217
|
9218
|
9219
|
9220
|
9221
|
9222
|
9223
|
9224
|
9225
|
9226
|
9227
|
9228
|
9229
|
9230
|
9231
|
9232
|
9233
|
9234
|
9235
|
9236
|
9237
|
9238
|
9239
|
9240
|
9241
|
9242
|
9243
|
9244
|
9245
|
9246
|
9247
|
9248
|
9249
|
9250
|
9251
|
9252
|
9253
|
9254
|
9255
|
9256
|
9257
|
9258
|
9259
|
9260
|
9261
|
9262
|
9263
|
9264
|
9265
|
9266
|
9267
|
9268
|
9269
|
9270
|
9271
|
9272
|
9273
|
9274
|
9275
|
9276
|
9277
|
9278
|
9279
|
9280
|
9281
|
9282
|
9283
|
9284
|
9285
|
9291
|
9292
|
9298
|
9299
|
9306
|
9307
|
9308
|
9309
|
9310
|
9311
|
9313
|
9314
|
9325
|
9326
|
9327
|
9328
|
9329
|
9330
|
9331
|
9332
|
9333
|
9334
|
9336
|
9346
|
9347
|
9348
|
9349
|
9350
|
9351
|
9352
|
9353
|
9354
|
9355
|
9356
|
9357
|
9358
|
9359
|
9360
|
9361
|
9362
|
9363
|
9364
|
9365
|
9366
|
9367
|
9368
|
9369
|
9370
|
9371
|
9372
|
9373
|
9374
|
9375
|
9376
|
9377
|
9378
|
9379
|
9380
|
9381
|
9382
|
9385
|
9386
|
9387
|
9388
|
9389
|
9390
|
9391
|
9392
|
9394
|
9396
|
9397
|
9398
|
9399
|
9400
|
9401
|
9402
|
9405
|
9406
|
9407
|
9408
|
9409
|
9410
|
9411
|
9412
|
9413
|
9414
|
9415
|
9416
|
9417
|
9418
|
9419
|
9420
|
9421
|
9422
|
9423
|
9424
|
9425
|
9426
|
9427
|
9430
|
9431
|
9434
|
9435
|
9436
|
9437
|
9438
|
9439
|
9440
|
9441
|
9442
|
9445
|
9446
|
9447
|
9448
|
9449
|
9450
|
9451
|
9452
|
9453
|
9454
|
9457
|
9458
|
9459
|
9460
|
9461
|
9462
|
9463
|
9464
|
9465
|
9466
|
9467
|
9468
|
9469
|
9470
|
9471
|
9473
|
9474
|
9475
|
9476
|
9477
|
9478
|
9479
|
9480
|
9481
|
9482
|
9483
|
9484
|
9485
|
9486
|
9487
|
9488
|
9489
|
9490
|
9491
|
9492
|
9493
|
9494
|
9495
|
9496
|
9497
|
9498
|
9499
|
9500
|
9501
|
9502
|
9503
|
9504
|
9505
|
9506
|
9507
|
9508
|
9509
|
9510
|
9511
|
9512
|
9513
|
9515
|
9516
|
9517
|
9518
|
9519
|
9520
|
9521
|
9522
|
9523
|
9524
|
9527
|
9528
|
9529
|
9530
|
9531
|
9532
|
9533
|
9534
|
9535
|
9536
|
9537
|
9538
|
9539
|
9540
|
9541
|
9542
|
9543
|
9544
|
9545
|
9546
|
9547
|
9548
|
9549
|
9550
|
9551
|
9552
|
9553
|
9554
|
9555
|
9556
|
9557
|
9558
|
9559
|
9560
|
9563
|
9566
|
9567
|
9568
|
9569
|
9570
|
9571
|
9572
|
9573
|
9574
|
9575
|
9576
|
9577
|
9578
|
9579
|
9581
|
9582
|
9583
|
9584
|
9585
|
9588
|
9589
|
9591
|
9592
|
9593
|
9594
|
9595
|
9596
|
9597
|
9598
|
9601
|
9602
|
9603
|
9604
|
9605
|
9606
|
9607
|
9608
|
9609
|
9610
|
9611
|
9612
|
9613
|
9614
|
9617
|
9619
|
9620
|
9621
|
9622
|
9623
|
9624
|
9625
|
9626
|
9627
|
9628
|
9629
|
9630
|
9631
|
9632
|
9633
|
9634
|
9635
|
9636
|
9638
|
9640
|
9641
|
9642
|
9643
|
9644
|
9645
|
9646
|
9647
|
9648
|
9649
|
9650
|
9651
|
9652
|
9653
|
9654
|
9655
|
9656
|
9657
|
9658
|
9659
|
9660
|
9661
|
9662
|
9663
|
9664
|
9665
|
9666
|
9667
|
9668
|
9669
|
9670
|
9671
|
9673
|
9674
|
9675
|
9676
|
9677
|
9678
|
9679
|
9680
|
9681
|
9682
|
9683
|
9684
|
9685
|
9686
|
9687
|
9688
|
9689
|
9690
|
9691
|
9692
|
9693
|
9697
|
9698
|
9699
|
9700
|
9701
|
9702
|
9703
|
9704
|
9705
|
9706
|
9707
|
9708
|
9709
|
9710
|
9711
|
9712
|
9713
|
9714
|
9715
|
9716
|
9717
|
9718
|
9719
|
9720
|
9721
|
9722
|
9723
|
9724
|
9725
|
9726
|
9727
|
9728
|
9729
|
9730
|
9732
|
9733
|
9734
|
9735
|
9737
|
9738
|
9739
|
9740
|
9742
|
9743
|
9744
|
9745
|
9746
|
9747
|
9748
|
9749
|
9750
|
9751
|
9752
|
9753
|
9754
|
9755
|
9756
|
9757
|
9758
|
9759
|
9761
|
9762
|
9763
|
9764
|
9765
|
9766
|
9767
|
9768
|
9769
|
9770
|
9771
|
9773
|
9774
|
9775
|
9776
|
9777
|
9779
|
9780
|
9782
|
9783
|
9784
|
9785
|
9786
|
9787
|
9788
|
9789
|
9790
|
9791
|
9793
|
9794
|
9795
|
9796
|
9797
|
9798
|
9799
|
9800
|
9803
|
9804
|
9805
|
9806
|
9807
|
9808
|
9809
|
9810
|
9811
|
9812
|
9813
|
9814
|
9817
|
9818
|
9819
|
9820
|
9821
|
9823
|
9824
|
9825
|
9827
|
9828
|
9829
|
9831
|
9836
|
2580R4
|
3126R2
|
4451R1
|
5445R1
|
5446R1
|
5889R2
|
5889R3
|
5889R5
|
5895R2
|
5895R4
|
6086R10
|
6086R11
|
6086R2
|
6086R6
|
6086R7
|
6086R8
|
6086R9
|
6134R1
|
6487R1
|
6913R3
|
6940R1
|
7175R2
|
7752R4
|
8067R3
|
8067R4
|
8067R5
|
8138R3
|
8138R4
|
8281R3
|
8281R4
|
8283R3
|
8283R4
|
8283R5
|
8283R6
|
8445R1
|
8445R2
|
8461R1
|
8510R2
|
8510R3
|
8510R4
|
8595R1
|
8665R1
|
8665R2
|
8715R1
|
8715R2
|
8724R1
|
8727R1
|
8727R2
|
8752R1
|
8752R2
|
8770R1
|
8777R1
|
8785R2
|
8792R1
|
8802R1
|
8807R1
|
8807R2
|
8818R1
|
8845R2
|
8925R1
|
8925R2
|
8928R1
|
8951R1
|
9056R1
|
9074R1
|
9074R2
|
9152R1
|
9179R1
|
9201R1
|
9213R1
|
9220R1
|
9259R1
|
9265R1
|
9283R1
|
9290R1
|
9298R1
|
9374R1
|
9394R1
|
9400R1
|
9402R1
|
9406R1
|
9430R1
|
9438R1
|
9495R1
|
9515R1
|
9520R1
|
9527R1
|
9544R1
|
9577R1
|
9626R1
|
9639R1
|
9653R1
|
9654R1
|
9655R1
|
9656R1
|
9657R1
|
9687R1
|
9702R1
|
9707R1
|
9770R1
|
9801R1
|
9817R1
|
9817R2
|
|
|
|
|
Spirit Holdings
|
||||||||||||||||||
|
Twelve Months Ended
|
||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and equity in net income (loss) of affiliates
|
$
|
660.5
|
|
|
$
|
808.2
|
|
|
$
|
262.4
|
|
|
$
|
(430.8
|
)
|
|
$
|
11.4
|
|
Add: Fixed charges (from below)
|
69.2
|
|
|
64.6
|
|
|
99.0
|
|
|
81.9
|
|
|
95.1
|
|
|||||
Add: Amortization of capitalized interest
|
4.8
|
|
|
4.2
|
|
|
4.1
|
|
|
3.8
|
|
|
3.6
|
|
|||||
Add: Distributed income of equity investee
|
1.2
|
|
|
1.2
|
|
|
0.5
|
|
|
0.5
|
|
|
(0.7
|
)
|
|||||
Subtract: Capitalized interest expense
|
6.7
|
|
|
6.0
|
|
|
4.0
|
|
|
5.8
|
|
|
7.5
|
|
|||||
|
$
|
729.0
|
|
|
$
|
872.2
|
|
|
$
|
362.0
|
|
|
$
|
(350.4
|
)
|
|
$
|
101.9
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (including amortization of debt issuance costs, debt discounts and premiums)
|
$
|
57.3
|
|
|
$
|
52.7
|
|
|
$
|
88.1
|
|
|
$
|
70.1
|
|
|
$
|
82.9
|
|
Add: Capitalized interest expense
|
6.7
|
|
|
6.0
|
|
|
4.0
|
|
|
5.8
|
|
|
7.5
|
|
|||||
Add: Portion of rentals representing interest (1/3 of Operating Lease Payments)
|
5.1
|
|
|
5.9
|
|
|
6.9
|
|
|
6.0
|
|
|
4.6
|
|
|||||
|
$
|
69.1
|
|
|
$
|
64.6
|
|
|
$
|
99.0
|
|
|
$
|
81.9
|
|
|
$
|
95.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
10.5
|
|
|
13.5
|
|
|
3.7
|
|
|
(4.3
|
)
|
|
1.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Registration Statement (Form S-3 No. 333-196516) of Spirit Aerosystems Holdings, Inc. and
|
(2)
|
Registration Statement (Form S-8 Nos. 333-146112 and 333-195790);
|
|
/s/ Thomas C. Gentile III
|
|
Thomas C. Gentile III
|
|
President and Chief Executive Officer
|
Date: February 10, 2017
|
|
|
/s/ Sanjay Kapoor
|
|
Sanjay Kapoor
|
|
Executive Vice President and Chief Financial Officer
|
Date: February 10, 2017
|
|
|
/s/ Thomas C. Gentile III
|
|
Thomas C. Gentile III
|
|
President and Chief Executive Officer
|
Date: February 10, 2017
|
|
|
/s/ Sanjay Kapoor
|
|
Sanjay Kapoor
|
|
Executive Vice President and Chief Financial Officer
|
Date: February 10, 2017
|
|