|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
20-2436320
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
Emerging Growth Company
o
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
For the Three
Months Ended
|
|
For the Nine
Months Ended |
||||||||||||
|
September 27,
2018 |
|
September 28,
2017 |
|
September 27,
2018 |
|
September 28,
2017 |
||||||||
|
($ in millions, except per share data)
|
||||||||||||||
Revenue
|
$
|
1,813.7
|
|
|
$
|
1,748.2
|
|
|
$
|
5,386.7
|
|
|
$
|
5,268.4
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
1,543.1
|
|
|
1,486.6
|
|
|
4,601.3
|
|
|
4,762.8
|
|
||||
Selling, general and administrative
|
37.3
|
|
|
49.8
|
|
|
154.5
|
|
|
149.9
|
|
||||
Impact of severe weather event
|
—
|
|
|
—
|
|
|
—
|
|
|
19.9
|
|
||||
Research and development
|
10.8
|
|
|
9.5
|
|
|
31.3
|
|
|
21.2
|
|
||||
Total operating costs and expenses
|
1,591.2
|
|
|
1,545.9
|
|
|
4,787.1
|
|
|
4,953.8
|
|
||||
Operating income
|
222.5
|
|
|
202.3
|
|
|
599.6
|
|
|
314.6
|
|
||||
Interest expense and financing fee amortization
|
(24.2
|
)
|
|
(10.4
|
)
|
|
(60.3
|
)
|
|
(30.1
|
)
|
||||
Other income (expense), net
|
7.4
|
|
|
11.0
|
|
|
(0.8
|
)
|
|
32.2
|
|
||||
Income before income taxes and equity in net income of affiliate
|
205.7
|
|
|
202.9
|
|
|
538.5
|
|
|
316.7
|
|
||||
Income tax provision
|
(36.9
|
)
|
|
(55.9
|
)
|
|
(99.7
|
)
|
|
(84.9
|
)
|
||||
Income before equity in net income of affiliate
|
168.8
|
|
|
147.0
|
|
|
438.8
|
|
|
231.8
|
|
||||
Equity in net income of affiliate
|
—
|
|
|
0.2
|
|
|
0.6
|
|
|
0.3
|
|
||||
Net income
|
$
|
168.8
|
|
|
$
|
147.2
|
|
|
$
|
439.4
|
|
|
$
|
232.1
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.61
|
|
|
$
|
1.27
|
|
|
$
|
4.02
|
|
|
$
|
1.97
|
|
Diluted
|
$
|
1.59
|
|
|
$
|
1.26
|
|
|
$
|
3.98
|
|
|
$
|
1.95
|
|
Dividends declared per common share
|
$
|
0.12
|
|
|
$
|
0.10
|
|
|
$
|
0.34
|
|
|
$
|
0.30
|
|
|
For the Three
Months Ended
|
|
For the Nine
Months Ended |
||||||||||||
|
September 27,
2018 |
|
September 28,
2017 |
|
September 27,
2018 |
|
September 28,
2017 |
||||||||
|
($ in millions)
|
||||||||||||||
Net income
|
$
|
168.8
|
|
|
$
|
147.2
|
|
|
$
|
439.4
|
|
|
$
|
232.1
|
|
Changes in other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pension, SERP, and Retiree medical adjustments, net of tax effect of $0.1 and $0.2 for the three months ended, respectively, and $0.5 and $1.2 for the nine months ended, respectively
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(1.8
|
)
|
|
(1.5
|
)
|
||||
Unrealized foreign exchange loss on intercompany loan, net of tax effect of zero and ($0.4) for three months ended, respectively, and $0.3 and ($1.0) for the nine months ended, respectively
|
—
|
|
|
1.3
|
|
|
(1.3
|
)
|
|
3.9
|
|
||||
Foreign currency translation adjustments
|
—
|
|
|
13.1
|
|
|
(13.4
|
)
|
|
31.2
|
|
||||
Total other comprehensive (loss) income
|
(0.6
|
)
|
|
13.8
|
|
|
(16.5
|
)
|
|
33.6
|
|
||||
Total comprehensive income
|
$
|
168.2
|
|
|
$
|
161.0
|
|
|
$
|
422.9
|
|
|
$
|
265.7
|
|
|
September 27, 2018
|
|
December 31, 2017
|
||||
|
($ in millions)
|
||||||
Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
683.4
|
|
|
$
|
423.3
|
|
Restricted cash
|
0.3
|
|
|
2.2
|
|
||
Accounts receivable, net
|
685.1
|
|
|
722.2
|
|
||
Contract assets, short-term
|
513.2
|
|
|
—
|
|
||
Inventory, net
|
931.0
|
|
|
1,449.9
|
|
||
Other current assets
|
35.4
|
|
|
53.5
|
|
||
Total current assets
|
2,848.4
|
|
|
2,651.1
|
|
||
Property, plant and equipment, net
|
2,123.0
|
|
|
2,105.3
|
|
||
Contract assets, long-term
|
53.5
|
|
|
—
|
|
||
Pension assets
|
372.3
|
|
|
347.1
|
|
||
Other assets
|
284.9
|
|
|
164.3
|
|
||
Total assets
|
$
|
5,682.1
|
|
|
$
|
5,267.8
|
|
Liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
882.4
|
|
|
$
|
693.1
|
|
Accrued expenses
|
354.0
|
|
|
269.3
|
|
||
Profit sharing
|
42.0
|
|
|
109.5
|
|
||
Current portion of long-term debt
|
25.0
|
|
|
31.1
|
|
||
Advance payments, short-term
|
112.7
|
|
|
100.0
|
|
||
Contract liabilities, short-term
|
153.5
|
|
|
—
|
|
||
Forward loss provision, short-term
|
147.3
|
|
|
—
|
|
||
Deferred revenue and other deferred credits, short-term
|
7.1
|
|
|
64.6
|
|
||
Deferred grant income liability - current
|
19.4
|
|
|
21.6
|
|
||
Other current liabilities
|
68.8
|
|
|
331.8
|
|
||
Total current liabilities
|
1,812.2
|
|
|
1,621.0
|
|
||
Long-term debt
|
1,869.7
|
|
|
1,119.9
|
|
||
Advance payments, long-term
|
146.4
|
|
|
231.7
|
|
||
Pension/OPEB obligation
|
38.4
|
|
|
40.8
|
|
||
Contract liabilities, long-term
|
353.8
|
|
|
—
|
|
||
Forward loss provision, long-term
|
72.6
|
|
|
—
|
|
||
Deferred revenue and other deferred credits
|
26.8
|
|
|
161.0
|
|
||
Deferred grant income liability - non-current
|
30.7
|
|
|
39.3
|
|
||
Other liabilities
|
215.1
|
|
|
252.6
|
|
||
Stockholders' 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, 106,493,926 and 114,447,605 shares issued and outstanding, respectively
|
1.1
|
|
|
1.1
|
|
||
Additional paid-in capital
|
983.4
|
|
|
1,086.9
|
|
||
Accumulated other comprehensive loss
|
(145.0
|
)
|
|
(128.5
|
)
|
||
Retained earnings
|
2,548.7
|
|
|
2,422.4
|
|
||
Treasury stock, at cost (39,624,996 and 31,467,709 shares, respectively)
|
(2,272.3
|
)
|
|
(1,580.9
|
)
|
||
Total stockholders’ equity
|
1,115.9
|
|
|
1,801.0
|
|
||
Noncontrolling interest
|
0.5
|
|
|
0.5
|
|
||
Total equity
|
1,116.4
|
|
|
1,801.5
|
|
||
Total liabilities and equity
|
$
|
5,682.1
|
|
|
$
|
5,267.8
|
|
|
For the Nine Months Ended
|
||||||
|
September 27,
2018 |
|
September 28,
2017 |
||||
|
($ in millions)
|
||||||
Operating activities
|
|
|
|
|
|
||
Net income
|
$
|
439.4
|
|
|
$
|
232.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||
Depreciation expense
|
171.3
|
|
|
159.0
|
|
||
Amortization expense
|
0.4
|
|
|
0.2
|
|
||
Amortization of deferred financing fees
|
17.3
|
|
|
2.5
|
|
||
Accretion of customer supply agreement
|
3.0
|
|
|
1.5
|
|
||
Employee stock compensation expense
|
19.9
|
|
|
15.9
|
|
||
Loss from derivative instruments
|
3.4
|
|
|
1.1
|
|
||
Loss (gain) from foreign currency transactions
|
0.8
|
|
|
(5.9
|
)
|
||
Loss on impairment and disposition of assets
|
1.7
|
|
|
7.9
|
|
||
Deferred taxes
|
(37.8
|
)
|
|
29.0
|
|
||
Pension and other post-retirement benefits, net
|
(25.1
|
)
|
|
(32.5
|
)
|
||
Grant liability amortization
|
(15.9
|
)
|
|
(13.9
|
)
|
||
Equity in net income of affiliate
|
(0.6
|
)
|
|
(0.3
|
)
|
||
Forward loss provision
|
(134.0
|
)
|
|
—
|
|
||
Changes in assets and liabilities
|
|
|
|
||||
Accounts receivable
|
(122.3
|
)
|
|
(177.8
|
)
|
||
Contract assets
|
(50.4
|
)
|
|
—
|
|
||
Inventory, net
|
26.7
|
|
|
433.9
|
|
||
Accounts payable and accrued liabilities
|
279.9
|
|
|
212.8
|
|
||
Profit sharing/deferred compensation
|
(67.4
|
)
|
|
(35.9
|
)
|
||
Advance payments
|
(73.2
|
)
|
|
(154.7
|
)
|
||
Income taxes receivable/payable
|
(28.3
|
)
|
|
(36.0
|
)
|
||
Contract liabilities
|
188.0
|
|
|
—
|
|
||
Deferred revenue and other deferred credits
|
(1.1
|
)
|
|
(222.8
|
)
|
||
Other
|
(28.3
|
)
|
|
208.5
|
|
||
Net cash provided by operating activities
|
567.4
|
|
|
624.6
|
|
||
Investing activities
|
|
|
|
|
|
||
Purchase of property, plant and equipment
|
(170.9
|
)
|
|
(138.7
|
)
|
||
Other
|
2.8
|
|
|
0.4
|
|
||
Net cash used in investing activities
|
(168.1
|
)
|
|
(138.3
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Proceeds from the issuance of bonds
|
1,300.0
|
|
|
—
|
|
||
Principal payments of debt
|
(4.9
|
)
|
|
(2.3
|
)
|
||
Payments on term loan
|
(256.3
|
)
|
|
(12.5
|
)
|
||
Payments on bonds
|
(300.0
|
)
|
|
—
|
|
||
Taxes paid related to net share settlement awards
|
(15.5
|
)
|
|
(13.8
|
)
|
||
Debt issuance and financing costs
|
(23.2
|
)
|
|
(0.9
|
)
|
||
Proceeds from financing under the New Markets Tax Credit Program
|
—
|
|
|
7.6
|
|
||
Purchase of treasury stock
|
(805.8
|
)
|
|
(402.1
|
)
|
||
Dividends Paid
|
(35.4
|
)
|
|
(35.7
|
)
|
||
Net cash used in financing activities
|
(141.1
|
)
|
|
(459.7
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
0.2
|
|
|
5.6
|
|
||
Net increase in cash, cash equivalents, and restricted cash for the period
|
258.4
|
|
|
32.2
|
|
||
Cash, cash equivalents, and restricted cash, beginning of period
|
445.5
|
|
|
717.6
|
|
||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
703.9
|
|
|
$
|
749.8
|
|
|
|
|
|
|
For the Three
Months Ended
|
|
For the Nine
Months Ended |
||||||||||||||||||||
|
As Reported
|
|
Impact of Adoption of
|
|
As Adjusted
|
|
As Reported
|
|
Impact of Adoption of
|
|
As Adjusted
|
||||||||||||
|
September 27,
2018 |
|
ASC Topic 606
|
|
September 27,
2018 |
|
September 27,
2018 |
|
ASC Topic 606
|
|
September 27,
2018 |
||||||||||||
Revenue
|
$
|
1,813.7
|
|
|
$
|
15.9
|
|
|
$
|
1,829.6
|
|
|
$
|
5,386.7
|
|
|
$
|
106.6
|
|
|
$
|
5,493.3
|
|
Cost of sales
|
1,543.1
|
|
|
68.2
|
|
|
1,611.3
|
|
|
4,601.3
|
|
|
207.7
|
|
|
4,809.0
|
|
||||||
Income tax provision
|
(36.9
|
)
|
|
10.6
|
|
|
(26.3
|
)
|
|
(99.7
|
)
|
|
20.9
|
|
|
(78.8
|
)
|
||||||
Net income
|
168.8
|
|
|
(41.7
|
)
|
|
127.1
|
|
|
439.4
|
|
|
(80.2
|
)
|
|
359.2
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
1.61
|
|
|
$
|
(0.40
|
)
|
|
$
|
1.21
|
|
|
$
|
4.02
|
|
|
$
|
(0.73
|
)
|
|
$
|
3.29
|
|
Diluted
|
$
|
1.59
|
|
|
$
|
(0.39
|
)
|
|
$
|
1.20
|
|
|
$
|
3.98
|
|
|
$
|
(0.72
|
)
|
|
$
|
3.26
|
|
|
As Reported
|
|
Impact of Adoption of
|
|
As Adjusted
|
||||||
|
September 27,
2018 |
|
ASC Topic 606
|
|
September 27,
2018 |
||||||
Assets
|
|
|
|
|
|
|
|
||||
Accounts receivable, net
|
$
|
685.1
|
|
|
$
|
131.0
|
|
|
$
|
816.1
|
|
Contract assets, short-term
|
513.2
|
|
|
(513.2
|
)
|
|
—
|
|
|||
Inventory, net
|
931.0
|
|
|
445.2
|
|
|
1,376.2
|
|
|||
Other current assets
|
35.4
|
|
|
36.1
|
|
|
71.5
|
|
|||
Contract assets, long-term
|
53.5
|
|
|
(53.5
|
)
|
|
—
|
|
|||
Other assets
|
284.9
|
|
|
(78.5
|
)
|
|
206.4
|
|
|||
Total assets
|
5,682.1
|
|
|
(32.9
|
)
|
|
5,649.2
|
|
|||
Liabilities
|
|
|
|
|
|
|
|
||||
Accrued expenses
|
354.0
|
|
|
(7.1
|
)
|
|
346.9
|
|
|||
Contract liabilities, short-term
|
153.5
|
|
|
(153.5
|
)
|
|
—
|
|
|||
Forward loss provision, short-term
|
147.3
|
|
|
(147.3
|
)
|
|
—
|
|
|||
Deferred revenue and other deferred credits, short-term
|
7.1
|
|
|
144.9
|
|
|
152.0
|
|
|||
Other current liabilities
|
68.8
|
|
|
290.8
|
|
|
359.6
|
|
|||
Contract liabilities, long-term
|
353.8
|
|
|
(353.8
|
)
|
|
—
|
|
|||
Forward loss provision, long-term
|
72.6
|
|
|
(72.6
|
)
|
|
—
|
|
|||
Deferred revenue and other deferred credits
|
26.8
|
|
|
71.5
|
|
|
98.3
|
|
|||
Stockholders' Equity
|
|
|
|
|
|
|
|
||||
Accumulated other comprehensive loss
|
(145.0
|
)
|
|
(2.2
|
)
|
|
(147.2
|
)
|
|||
Retained earnings
|
2,548.7
|
|
|
196.4
|
|
|
2,745.1
|
|
|||
Total liabilities and equity
|
5,682.1
|
|
|
(32.9
|
)
|
|
5,649.2
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||||||||||||||||||
|
As Reported
|
|
Impact of Adoption of
|
|
As Adjusted
|
|
As Reported
|
|
Impact of Adoption of
|
|
As Adjusted
|
||||||||||||
|
September 28,
2017 |
|
ASU 2017-07
|
|
September 28,
2017 |
|
September 28,
2017 |
|
ASU 2017-07
|
|
September 28,
2017 |
||||||||||||
Cost of sales
|
$
|
1,478.5
|
|
|
$
|
8.1
|
|
|
$
|
1,486.6
|
|
|
$
|
4,738.3
|
|
|
$
|
24.5
|
|
|
$
|
4,762.8
|
|
Selling, general and administrative
|
48.8
|
|
|
1.0
|
|
|
49.8
|
|
|
146.8
|
|
|
3.1
|
|
|
149.9
|
|
||||||
Other income, net
|
1.9
|
|
|
9.1
|
|
|
11.0
|
|
|
4.6
|
|
|
27.6
|
|
|
32.2
|
|
Reconciliation of Cash, Cash Equivalents, and Restricted Cash:
|
|
|
|
||||
|
For the Nine Months Ended
|
||||||
|
September 27,
2018 |
|
September 28,
2017 |
||||
Cash and cash equivalents, beginning of the period
|
$
|
423.3
|
|
|
$
|
697.7
|
|
Restricted cash, short-term, beginning of the period
|
2.2
|
|
|
—
|
|
||
Restricted cash, long-term, beginning of the period
|
20.0
|
|
|
19.9
|
|
||
Cash, cash equivalents, and restricted cash, beginning of the period
|
$
|
445.5
|
|
|
$
|
717.6
|
|
|
|
|
|
||||
Cash and cash equivalents, end of the period
|
$
|
683.4
|
|
|
$
|
726.6
|
|
Restricted cash, short-term, end of the period
|
0.3
|
|
|
3.2
|
|
||
Restricted cash, long-term, end of the period
|
20.2
|
|
|
20.0
|
|
||
Cash, cash equivalents, and restricted cash, end of the period
|
$
|
703.9
|
|
|
$
|
749.8
|
|
3.
|
Summary of Significant Accounting Policies
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||
Revenue
|
September 27,
2018 |
|
September 27,
2018 |
||||
Contracts with performance obligations satisfied over time
|
$
|
1,456.7
|
|
|
$
|
4,212.6
|
|
Contracts with performance obligations satisfied at a point in time
|
357.0
|
|
|
1,174.1
|
|
||
Total Revenue
|
$
|
1,813.7
|
|
|
$
|
5,386.7
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||
Customer
|
September 27,
2018 |
|
September 27,
2018 |
||||
Boeing
|
$
|
1,465.5
|
|
|
$
|
4,262.2
|
|
Airbus
|
263.8
|
|
|
869.0
|
|
||
Other
|
84.4
|
|
|
255.5
|
|
||
Total Revenue
|
$
|
1,813.7
|
|
|
$
|
5,386.7
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||
Location
|
September 27,
2018 |
|
September 27,
2018 |
||||
United States
|
$
|
1,534.0
|
|
|
$
|
4,460.8
|
|
International
|
|
|
|
||||
United Kingdom
|
184.4
|
|
|
574.1
|
|
||
Other
|
95.3
|
|
|
351.8
|
|
||
Total International
|
279.7
|
|
|
925.9
|
|
||
Total Revenue
|
$
|
1,813.7
|
|
|
$
|
5,386.7
|
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||||||||||
Changes in Estimates
|
|
September 27, 2018
|
|
September 28, 2017
|
|
September 27, 2018
|
|
September 28, 2017
|
||||||||
(Unfavorable) Favorable Cumulative Catch-up Adjustment by Segment
|
|
|
|
|
|
|
|
|
||||||||
Fuselage Systems
|
|
$
|
(12.0
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
5.3
|
|
Propulsion Systems
|
|
(2.4
|
)
|
|
2.4
|
|
|
0.9
|
|
|
4.3
|
|
||||
Wing Systems
|
|
1.4
|
|
|
(2.8
|
)
|
|
0.9
|
|
|
19.1
|
|
||||
Total (Unfavorable) Favorable Cumulative Catch-up Adjustment
|
|
$
|
(13.0
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
28.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Forward Loss) Changes in Estimate on Loss Programs by Segment
|
|
|
|
|
|
|
|
|
||||||||
Fuselage Systems
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(238.5
|
)
|
Propulsion Systems
|
|
(0.8
|
)
|
|
1.3
|
|
|
—
|
|
|
(46.7
|
)
|
||||
Wing Systems
|
|
0.3
|
|
|
(2.4
|
)
|
|
(0.2
|
)
|
|
(74.4
|
)
|
||||
Total Forward Loss
|
|
$
|
(0.5
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(359.6
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Total Change in Estimate
|
|
$
|
(13.5
|
)
|
|
$
|
(4.8
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(330.9
|
)
|
EPS Impact (diluted per share based upon statutory rates)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(1.75
|
)
|
|
September 27,
2018 |
|
December 31,
2017 |
||||
Trade receivables
|
$
|
660.0
|
|
|
$
|
710.5
|
|
Other
|
25.7
|
|
|
13.0
|
|
||
Less: allowance for doubtful accounts
|
(0.6
|
)
|
|
(1.3
|
)
|
||
Accounts receivable, net
|
$
|
685.1
|
|
|
$
|
722.2
|
|
|
January 1, 2018
|
|
September 27, 2018
|
|
Change
|
|
|||
Contract assets
|
$
|
517.8
|
|
$
|
566.7
|
|
$
|
48.9
|
|
Contract liabilities
|
(319.4
|
)
|
(507.3
|
)
|
(187.9
|
)
|
|||
Net contract asset
|
$
|
198.4
|
|
$
|
59.4
|
|
$
|
(139.0
|
)
|
|
Remaining in 2018
|
2019
|
2020
|
2021 and After
|
Unsatisfied performance obligations
|
$1,320.4
|
$6,302.7
|
$5,680.9
|
$1,648.3
|
|
September 27,
2018 |
|
December 31,
2017 |
||||
Raw materials
|
$
|
251.3
|
|
|
$
|
321.0
|
|
Work-in-process
(1)
|
631.0
|
|
|
854.4
|
|
||
Finished goods
|
8.9
|
|
|
35.8
|
|
||
Product inventory
|
891.2
|
|
|
1,211.2
|
|
||
Capitalized pre-production
(2)
|
39.8
|
|
|
78.9
|
|
||
Deferred production
(3)
|
—
|
|
|
640.3
|
|
||
Forward loss provision
(4)
|
—
|
|
|
(480.5
|
)
|
||
Total inventory, net
|
$
|
931.0
|
|
|
$
|
1,449.9
|
|
|
(1)
|
For the period ended
September 27, 2018
, work-in-process inventory includes direct labor, direct material, overhead and purchases on contracts for which revenue is recognized at a point in time as well as sub-assembly parts that have not been issued to production on contracts for which revenue is recognized using the input method. For the period ended December 31, 2017, work-in-process included direct labor, direct material, overhead and purchases on all contracts that were accounted for using the units of delivery method. For the period ended
September 27, 2018
, work-in-process inventory includes
$152.9
of costs incurred in anticipation of specific contracts and no impairments were recorded in the period.
|
(2)
|
As part of the Transition Adjustment,
$43.0
(pretax) of pre-production costs on the A350 XWB were eliminated.
|
(3)
|
As part of the Transition Adjustment,
$640.3
(pretax) of deferred production was eliminated. For the period ended December 31, 2017, the balance contained
$632.8
and
$129.3
on the A350 XWB and Rolls-Royce BR725 programs, respectively.
|
(4)
|
For the period ended
September 27, 2018
, forward loss reserves of
$219.9
have been classified as a liability in the condensed consolidated balance sheet. For the period ended December 31, 2017, the forward loss reserve for the B787 program exceeded the program's inventory balance. This excess was classified as a liability and reported in other current liabilities on the balance sheet in the amount of
$254.5
as of December 31, 2017.
|
|
September 27,
2018 |
|
December 31,
2017 |
||||
Land
|
$
|
15.5
|
|
|
$
|
15.9
|
|
Buildings (including improvements)
|
813.3
|
|
|
764.1
|
|
||
Machinery and equipment
|
1,630.3
|
|
|
1,529.9
|
|
||
Tooling
|
1,027.2
|
|
|
1,013.9
|
|
||
Capitalized software
|
269.2
|
|
|
263.3
|
|
||
Construction-in-progress
|
212.5
|
|
|
213.4
|
|
||
Total
|
3,968.0
|
|
|
3,800.5
|
|
||
Less: accumulated depreciation
|
(1,845.0
|
)
|
|
(1,695.2
|
)
|
||
Property, plant and equipment, net
|
$
|
2,123.0
|
|
|
$
|
2,105.3
|
|
|
September 27,
2018 |
|
December 31,
2017 |
||||
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
|
(1.9
|
)
|
|
(1.8
|
)
|
||
Accumulated amortization - favorable leasehold interest
|
(4.8
|
)
|
|
(4.6
|
)
|
||
Intangible assets, net
|
1.5
|
|
|
1.8
|
|
||
Deferred financing
|
|
|
|
|
|
||
Deferred financing costs
|
41.7
|
|
|
39.5
|
|
||
Less: Accumulated amortization - deferred financing costs
|
(35.3
|
)
|
|
(33.7
|
)
|
||
Deferred financing costs, net
|
6.4
|
|
|
5.8
|
|
||
Other
|
|
|
|
|
|
||
Goodwill - Europe
|
2.4
|
|
|
2.5
|
|
||
Equity in net assets of affiliates
|
—
|
|
|
4.7
|
|
||
Supply agreements
(1)
|
16.3
|
|
|
19.9
|
|
||
Restricted cash - collateral requirements
|
20.2
|
|
|
20.0
|
|
||
Deferred Tax Asset - non-current
|
194.9
|
|
|
72.5
|
|
||
Other
|
43.2
|
|
|
37.1
|
|
||
Total
|
$
|
284.9
|
|
|
$
|
164.3
|
|
|
Level 1
|
Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market.
|
|
(1)
|
Level 1 Fair Value hierarchy
|
(2)
|
Level 2 Fair Value hierarchy
|
|
September 27, 2018
|
|
December 31, 2017
|
||||||||||
|
Current
|
Noncurrent
|
|
Current
|
Noncurrent
|
||||||||
Senior unsecured term loan A
|
$
|
17.1
|
|
$
|
187.8
|
|
|
$
|
24.9
|
|
$
|
435.8
|
|
Senior notes due 2021
|
—
|
|
298.4
|
|
|
—
|
|
—
|
|
||||
Senior notes due 2022
|
—
|
|
—
|
|
|
—
|
|
294.8
|
|
||||
Senior notes due 2023
|
—
|
|
297.8
|
|
|
—
|
|
—
|
|
||||
Senior notes due 2026
|
—
|
|
297.5
|
|
|
—
|
|
297.2
|
|
||||
Senior notes due 2028
|
—
|
|
693.3
|
|
|
—
|
|
—
|
|
||||
Present value of capital lease obligations
|
6.9
|
|
36.3
|
|
|
5.2
|
|
33.6
|
|
||||
Other
|
1.0
|
|
58.6
|
|
|
1.0
|
|
58.5
|
|
||||
Total
|
$
|
25.0
|
|
$
|
1,869.7
|
|
|
$
|
31.1
|
|
$
|
1,119.9
|
|
|
|
Defined Benefit Plans
|
||||||||||||||
|
|
For the Three
Months Ended
|
|
For the Nine
Months Ended
|
||||||||||||
Components of Net Periodic Pension Income
|
|
September 27,
2018 |
|
September 28,
2017 |
|
September 27,
2018 |
|
September 28,
2017 |
||||||||
Service cost
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
Interest cost
|
|
9.2
|
|
|
9.4
|
|
|
27.4
|
|
|
28.3
|
|
||||
Expected return on plan assets
|
|
(17.4
|
)
|
|
(18.2
|
)
|
|
(52.3
|
)
|
|
(54.6
|
)
|
||||
Amortization of net loss
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Net periodic pension income
|
|
$
|
(8.0
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
(24.3
|
)
|
|
$
|
(25.5
|
)
|
|
|
Other Benefits
|
||||||||||||||
|
|
For the Three
Months Ended
|
|
For the Nine
Months Ended
|
||||||||||||
Components of Other Benefit Income
|
|
September 27,
2018 |
|
September 28,
2017 |
|
September 27,
2018 |
|
September 28,
2017 |
||||||||
Service cost
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
Interest cost
|
|
0.3
|
|
|
0.3
|
|
|
0.8
|
|
|
0.9
|
|
||||
Amortization of prior service cost
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|
(0.7
|
)
|
||||
Amortization of net gain
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(1.7
|
)
|
|
(1.6
|
)
|
||||
Net periodic other benefit income
|
|
$
|
(0.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(0.5
|
)
|
|
For the Three Months Ended
|
||||||||||||||||||||
|
September 27, 2018
|
|
September 28, 2017
|
||||||||||||||||||
|
Income
|
|
Shares
|
|
Per Share
Amount
|
|
Income
|
|
Shares
|
|
Per Share
Amount
|
||||||||||
Basic EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income available to common stockholders
|
$
|
168.7
|
|
|
105.1
|
|
|
$
|
1.61
|
|
|
$
|
147.1
|
|
|
115.8
|
|
|
$
|
1.27
|
|
Income allocated to participating securities
|
0.1
|
|
|
0.1
|
|
|
|
|
|
0.1
|
|
|
0.1
|
|
|
|
|
||||
Net income
|
$
|
168.8
|
|
|
|
|
|
|
|
|
$
|
147.2
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted potential common shares
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
1.1
|
|
|
|
|
||||
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
168.8
|
|
|
106.1
|
|
|
$
|
1.59
|
|
|
$
|
147.2
|
|
|
117.0
|
|
|
$
|
1.26
|
|
|
For the Nine Months Ended
|
||||||||||||||||||||
|
September 27, 2018
|
|
September 28, 2017
|
||||||||||||||||||
|
Income
|
|
Shares
|
|
Per Share
Amount
|
|
Income
|
|
Shares
|
|
Per Share
Amount
|
||||||||||
Basic EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income available to common shareholders
|
$
|
439.1
|
|
|
109.3
|
|
|
$
|
4.02
|
|
|
$
|
231.9
|
|
|
117.8
|
|
|
$
|
1.97
|
|
Income allocated to participating securities
|
0.3
|
|
|
0.1
|
|
|
|
|
|
0.2
|
|
|
0.1
|
|
|
|
|
||||
Net income
|
$
|
439.4
|
|
|
|
|
|
|
|
|
$
|
232.1
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted potential common shares
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
1.1
|
|
|
|
|
||||
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
439.4
|
|
|
110.3
|
|
|
$
|
3.98
|
|
|
$
|
232.1
|
|
|
119.0
|
|
|
$
|
1.95
|
|
|
As of
|
|
As of
|
||||
|
September 27, 2018
|
|
December 31, 2017
|
||||
Pension
|
$
|
(76.0
|
)
|
|
$
|
(75.9
|
)
|
SERP/Retiree medical
|
16.0
|
|
|
17.7
|
|
||
Foreign currency impact on long term intercompany loan
|
(15.5
|
)
|
|
(14.2
|
)
|
||
Currency translation adjustment
|
(69.5
|
)
|
|
(56.1
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(145.0
|
)
|
|
$
|
(128.5
|
)
|
Balance, December 31, 2017
|
$
|
166.4
|
|
Charges to costs and expenses
|
7.2
|
|
|
Payouts
|
(3.7
|
)
|
|
Exchange rate
|
(0.5
|
)
|
|
Balance, September 27, 2018
|
$
|
169.4
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||||||||||
|
September 27,
2018 |
|
September 28,
2017 |
|
September 27,
2018 |
|
September 28,
2017 |
||||||||
Kansas Development Finance Authority bond
|
$
|
0.8
|
|
|
$
|
0.6
|
|
|
$
|
2.9
|
|
|
$
|
2.3
|
|
Rental and miscellaneous income (loss)
|
0.6
|
|
|
1.6
|
|
|
(0.7
|
)
|
|
0.2
|
|
||||
Interest income
|
2.1
|
|
|
1.9
|
|
|
5.0
|
|
|
4.4
|
|
||||
Foreign currency losses
|
(1.8
|
)
|
|
(1.1
|
)
|
|
(3.3
|
)
|
|
(1.2
|
)
|
||||
Loss on sale of accounts receivable
|
(4.0
|
)
|
|
—
|
|
|
(12.3
|
)
|
|
—
|
|
||||
Pension Income
|
8.6
|
|
|
9.1
|
|
|
25.7
|
|
|
27.6
|
|
||||
Gain (loss) on foreign currency forward contract, net of settlement
|
0.8
|
|
|
—
|
|
|
(20.7
|
)
|
|
—
|
|
||||
Gain (loss) on interest rate swaps, net of settlement
|
0.3
|
|
|
(1.1
|
)
|
|
2.6
|
|
|
(1.1
|
)
|
||||
Total
|
$
|
7.4
|
|
|
$
|
11.0
|
|
|
$
|
(0.8
|
)
|
|
$
|
32.2
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27,
2018 |
|
September 28,
2017 |
|
September 27,
2018 |
|
September 28,
2017 |
||||||||
Segment Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fuselage Systems
|
$
|
991.0
|
|
|
$
|
957.0
|
|
|
$
|
2,983.4
|
|
|
$
|
2,812.1
|
|
Propulsion Systems
|
442.4
|
|
|
407.9
|
|
|
1,259.6
|
|
|
1,250.7
|
|
||||
Wing Systems
|
378.6
|
|
|
382.2
|
|
|
1,138.6
|
|
|
1,201.7
|
|
||||
All Other
|
1.7
|
|
|
1.1
|
|
|
5.1
|
|
|
3.9
|
|
||||
|
$
|
1,813.7
|
|
|
$
|
1,748.2
|
|
|
$
|
5,386.7
|
|
|
$
|
5,268.4
|
|
Segment Operating Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fuselage Systems
(1)
|
$
|
134.8
|
|
|
$
|
143.8
|
|
|
$
|
417.7
|
|
|
$
|
205.0
|
|
Propulsion Systems
(1)
|
76.2
|
|
|
72.4
|
|
|
203.9
|
|
|
183.4
|
|
||||
Wing Systems
(1)
|
58.6
|
|
|
49.1
|
|
|
166.1
|
|
|
134.7
|
|
||||
All Other
|
1.3
|
|
|
0.2
|
|
|
0.3
|
|
|
(0.5
|
)
|
||||
|
270.9
|
|
|
265.5
|
|
|
788.0
|
|
|
522.6
|
|
||||
SG&A
|
(37.3
|
)
|
|
(49.8
|
)
|
|
(154.5
|
)
|
|
(149.9
|
)
|
||||
Impact of severe weather event
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.9
|
)
|
||||
Research and development
|
(10.8
|
)
|
|
(9.5
|
)
|
|
(31.3
|
)
|
|
(21.2
|
)
|
||||
Unallocated cost of sales
|
(0.3
|
)
|
|
(3.9
|
)
|
|
(2.6
|
)
|
|
(17.0
|
)
|
||||
Total operating income
|
$
|
222.5
|
|
|
$
|
202.3
|
|
|
$
|
599.6
|
|
|
$
|
314.6
|
|
|
(1)
|
Prior period information has been reclassified as a result of the Company's adoption of ASU 2017-07 on a retrospective basis in 2018. In accordance with the adoption of this guidance, prior year amounts related to the components of net periodic pension and postretirement benefit cost other than service costs have been reclassified from cost of sales and selling, general and administrative expense to other income (expense) within the consolidated statement of operations for all periods presented. Accordingly, expenses of
$4.5
,
$1.8
, and
$1.8
on the Fuselage, Systems Propulsion Systems, and Wing Systems, respectively, were reclassified into segment operating income for the three months ended September 28, 2017 and expenses of
$13.5
,
$5.5
, and
$5.5
on the Fuselage Systems, Propulsion Systems, and Wing Systems, respectively, were reclassified into segment operating income for the nine months ended September 28, 2017.
|
(i)
|
Holdings, as the parent company and parent guarantor of the Notes, as further detailed in Note 15,
Debt
;
|
(ii)
|
Spirit, as the issuer of the Notes;
|
(iii)
|
The Company’s subsidiaries, (the “Non-Guarantor Subsidiaries”) on a combined basis;
|
(iv)
|
Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Holdings and the Non-Guarantor Subsidiaries, (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
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,636.1
|
|
|
$
|
305.6
|
|
|
$
|
(128.0
|
)
|
|
$
|
1,813.7
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
—
|
|
|
1,395.9
|
|
|
275.2
|
|
|
(128.0
|
)
|
|
1,543.1
|
|
|||||
Selling, general and administrative
|
2.3
|
|
|
31.4
|
|
|
3.6
|
|
|
—
|
|
|
37.3
|
|
|||||
Research and development
|
—
|
|
|
9.2
|
|
|
1.6
|
|
|
—
|
|
|
10.8
|
|
|||||
Total operating costs and expenses
|
2.3
|
|
|
1,436.5
|
|
|
280.4
|
|
|
(128.0
|
)
|
|
1,591.2
|
|
|||||
Operating (loss) income
|
(2.3
|
)
|
|
199.6
|
|
|
25.2
|
|
|
—
|
|
|
222.5
|
|
|||||
Interest expense and financing fee amortization
|
—
|
|
|
(24.2
|
)
|
|
(1.2
|
)
|
|
1.2
|
|
|
(24.2
|
)
|
|||||
Other income (expense), net
|
—
|
|
|
9.6
|
|
|
(1.0
|
)
|
|
(1.2
|
)
|
|
7.4
|
|
|||||
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries
|
(2.3
|
)
|
|
185.0
|
|
|
23.0
|
|
|
—
|
|
|
205.7
|
|
|||||
Income tax benefit (provision)
|
0.4
|
|
|
(33.7
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
(36.9
|
)
|
|||||
(Loss) income before equity in net income of affiliate and subsidiaries
|
(1.9
|
)
|
|
151.3
|
|
|
19.4
|
|
|
—
|
|
|
168.8
|
|
|||||
Equity in net income of affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
170.7
|
|
|
19.4
|
|
|
—
|
|
|
(190.1
|
)
|
|
—
|
|
|||||
Net income
|
168.8
|
|
|
170.7
|
|
|
19.4
|
|
|
(190.1
|
)
|
|
168.8
|
|
|||||
Other comprehensive (loss) income
|
(0.6
|
)
|
|
(0.6
|
)
|
|
0.1
|
|
|
0.5
|
|
|
(0.6
|
)
|
|||||
Comprehensive income (loss)
|
$
|
168.2
|
|
|
$
|
170.1
|
|
|
$
|
19.5
|
|
|
$
|
(189.6
|
)
|
|
$
|
168.2
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,573.0
|
|
|
$
|
311.8
|
|
|
$
|
(136.6
|
)
|
|
$
|
1,748.2
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
—
|
|
|
1,339.2
|
|
|
284.0
|
|
|
(136.6
|
)
|
|
1,486.6
|
|
|||||
Selling, general and administrative
|
3.9
|
|
|
42.3
|
|
|
3.6
|
|
|
—
|
|
|
49.8
|
|
|||||
Impact of severe weather event
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Research and development
|
—
|
|
|
8.8
|
|
|
0.7
|
|
|
—
|
|
|
9.5
|
|
|||||
Total operating costs and expenses
|
3.9
|
|
|
1,390.3
|
|
|
288.3
|
|
|
(136.6
|
)
|
|
1,545.9
|
|
|||||
Operating (loss) income
|
(3.9
|
)
|
|
182.7
|
|
|
23.5
|
|
|
—
|
|
|
202.3
|
|
|||||
Interest expense and financing fee amortization
|
—
|
|
|
(10.5
|
)
|
|
(1.3
|
)
|
|
1.4
|
|
|
(10.4
|
)
|
|||||
Other income (expense), net
|
—
|
|
|
13.1
|
|
|
(0.7
|
)
|
|
(1.4
|
)
|
|
11.0
|
|
|||||
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries
|
(3.9
|
)
|
|
185.3
|
|
|
21.5
|
|
|
—
|
|
|
202.9
|
|
|||||
Income tax benefit (provision)
|
0.8
|
|
|
(53.0
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
(55.9
|
)
|
|||||
(Loss) income before equity in net income of affiliate and subsidiaries
|
(3.1
|
)
|
|
132.3
|
|
|
17.8
|
|
|
—
|
|
|
147.0
|
|
|||||
Equity in net income of affiliate
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
0.2
|
|
|||||
Equity in net income of subsidiaries
|
150.1
|
|
|
17.7
|
|
|
—
|
|
|
(167.8
|
)
|
|
—
|
|
|||||
Net income
|
147.2
|
|
|
150.0
|
|
|
18.0
|
|
|
(168.0
|
)
|
|
147.2
|
|
|||||
Other comprehensive (loss) income
|
13.8
|
|
|
13.8
|
|
|
14.3
|
|
|
(28.1
|
)
|
|
13.8
|
|
|||||
Comprehensive income (loss)
|
$
|
161.0
|
|
|
$
|
163.8
|
|
|
$
|
32.3
|
|
|
$
|
(196.1
|
)
|
|
$
|
161.0
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
4,831.3
|
|
|
$
|
1,017.6
|
|
|
$
|
(462.2
|
)
|
|
$
|
5,386.7
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
—
|
|
|
4,147.8
|
|
|
915.7
|
|
|
(462.2
|
)
|
|
4,601.3
|
|
|||||
Selling, general and administrative
|
8.0
|
|
|
133.1
|
|
|
13.4
|
|
|
—
|
|
|
154.5
|
|
|||||
Research and development
|
—
|
|
|
27.8
|
|
|
3.5
|
|
|
—
|
|
|
31.3
|
|
|||||
Total operating costs and expenses
|
8.0
|
|
|
4,308.7
|
|
|
932.6
|
|
|
(462.2
|
)
|
|
4,787.1
|
|
|||||
Operating (loss) income
|
(8.0
|
)
|
|
522.6
|
|
|
85.0
|
|
|
—
|
|
|
599.6
|
|
|||||
Interest expense and financing fee amortization
|
—
|
|
|
(60.1
|
)
|
|
(4.0
|
)
|
|
3.8
|
|
|
(60.3
|
)
|
|||||
Other income (expense), net
|
—
|
|
|
6.6
|
|
|
(3.6
|
)
|
|
(3.8
|
)
|
|
(0.8
|
)
|
|||||
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries
|
(8.0
|
)
|
|
469.1
|
|
|
77.4
|
|
|
—
|
|
|
538.5
|
|
|||||
Income tax benefit (provision)
|
1.5
|
|
|
(88.6
|
)
|
|
(12.6
|
)
|
|
—
|
|
|
(99.7
|
)
|
|||||
(Loss) income before equity in net income of affiliate and subsidiaries
|
(6.5
|
)
|
|
380.5
|
|
|
64.8
|
|
|
—
|
|
|
438.8
|
|
|||||
Equity in net income of affiliate
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
(0.6
|
)
|
|
0.6
|
|
|||||
Equity in net income of subsidiaries
|
445.3
|
|
|
64.8
|
|
|
—
|
|
|
(510.1
|
)
|
|
—
|
|
|||||
Net income
|
439.4
|
|
|
445.3
|
|
|
65.4
|
|
|
(510.7
|
)
|
|
439.4
|
|
|||||
Other comprehensive (loss) income
|
(16.5
|
)
|
|
(16.5
|
)
|
|
(14.7
|
)
|
|
31.2
|
|
|
(16.5
|
)
|
|||||
Comprehensive income (loss)
|
$
|
422.9
|
|
|
$
|
428.8
|
|
|
$
|
50.7
|
|
|
$
|
(479.5
|
)
|
|
$
|
422.9
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
4,701.1
|
|
|
$
|
1,025.4
|
|
|
$
|
(458.1
|
)
|
|
$
|
5,268.4
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
—
|
|
|
4,307.4
|
|
|
913.5
|
|
|
(458.1
|
)
|
|
4,762.8
|
|
|||||
Selling, general and administrative
|
8.8
|
|
|
130.4
|
|
|
10.7
|
|
|
—
|
|
|
149.9
|
|
|||||
Impact of severe weather event
|
—
|
|
|
19.9
|
|
|
—
|
|
|
—
|
|
|
19.9
|
|
|||||
Research and development
|
—
|
|
|
19.4
|
|
|
1.8
|
|
|
—
|
|
|
21.2
|
|
|||||
Total operating costs and expenses
|
8.8
|
|
|
4,477.1
|
|
|
926.0
|
|
|
(458.1
|
)
|
|
4,953.8
|
|
|||||
Operating (loss) income
|
(8.8
|
)
|
|
224.0
|
|
|
99.4
|
|
|
—
|
|
|
314.6
|
|
|||||
Interest expense and financing fee amortization
|
—
|
|
|
(30.1
|
)
|
|
(4.5
|
)
|
|
4.5
|
|
|
(30.1
|
)
|
|||||
Other income (expense), net
|
—
|
|
|
37.4
|
|
|
(0.7
|
)
|
|
(4.5
|
)
|
|
32.2
|
|
|||||
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries
|
(8.8
|
)
|
|
231.3
|
|
|
94.2
|
|
|
—
|
|
|
316.7
|
|
|||||
Income tax (provision) benefit
|
2.7
|
|
|
(70.2
|
)
|
|
(17.4
|
)
|
|
—
|
|
|
(84.9
|
)
|
|||||
(Loss) income before equity in net income of affiliate and subsidiaries
|
(6.1
|
)
|
|
161.1
|
|
|
76.8
|
|
|
—
|
|
|
231.8
|
|
|||||
Equity in net income of affiliate
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
0.3
|
|
|||||
Equity in net income of subsidiaries
|
237.9
|
|
|
76.8
|
|
|
—
|
|
|
(314.7
|
)
|
|
—
|
|
|||||
Net income
|
232.1
|
|
|
237.9
|
|
|
77.1
|
|
|
(315.0
|
)
|
|
232.1
|
|
|||||
Other comprehensive (loss) income
|
33.6
|
|
|
33.6
|
|
|
35.0
|
|
|
(68.6
|
)
|
|
33.6
|
|
|||||
Comprehensive income (loss)
|
$
|
265.7
|
|
|
$
|
271.5
|
|
|
$
|
112.1
|
|
|
$
|
(383.6
|
)
|
|
$
|
265.7
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
621.5
|
|
|
$
|
61.9
|
|
|
$
|
—
|
|
|
$
|
683.4
|
|
Restricted cash
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Accounts receivable, net
|
—
|
|
|
730.1
|
|
|
322.7
|
|
|
(367.7
|
)
|
|
685.1
|
|
|||||
Contract assets, short-term
|
—
|
|
|
467.7
|
|
|
45.5
|
|
|
—
|
|
|
513.2
|
|
|||||
Inventory, net
|
—
|
|
|
610.1
|
|
|
320.9
|
|
|
—
|
|
|
931.0
|
|
|||||
Other current assets
|
—
|
|
|
32.4
|
|
|
3.0
|
|
|
—
|
|
|
35.4
|
|
|||||
Total current assets
|
—
|
|
|
2,462.1
|
|
|
754.0
|
|
|
(367.7
|
)
|
|
2,848.4
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
1,621.1
|
|
|
501.9
|
|
|
—
|
|
|
2,123.0
|
|
|||||
Contract assets, long-term
|
—
|
|
|
53.5
|
|
|
—
|
|
|
—
|
|
|
53.5
|
|
|||||
Pension assets, net
|
—
|
|
|
351.3
|
|
|
21.0
|
|
|
—
|
|
|
372.3
|
|
|||||
Investment in subsidiary
|
1,116.4
|
|
|
686.5
|
|
|
—
|
|
|
(1,802.9
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
372.8
|
|
|
130.5
|
|
|
(218.4
|
)
|
|
284.9
|
|
|||||
Total assets
|
$
|
1,116.4
|
|
|
$
|
5,547.3
|
|
|
$
|
1,407.4
|
|
|
$
|
(2,389.0
|
)
|
|
$
|
5,682.1
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
—
|
|
|
$
|
837.6
|
|
|
$
|
412.5
|
|
|
$
|
(367.7
|
)
|
|
$
|
882.4
|
|
Accrued expenses
|
—
|
|
|
317.6
|
|
|
36.4
|
|
|
—
|
|
|
354.0
|
|
|||||
Profit sharing
|
—
|
|
|
38.4
|
|
|
3.6
|
|
|
—
|
|
|
42.0
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
24.1
|
|
|
0.9
|
|
|
—
|
|
|
25.0
|
|
|||||
Advance payments, short-term
|
—
|
|
|
112.7
|
|
|
—
|
|
|
—
|
|
|
112.7
|
|
|||||
Contract liabilities, short-term
|
—
|
|
|
153.5
|
|
|
—
|
|
|
—
|
|
|
153.5
|
|
|||||
Forward loss provision, long-term
|
—
|
|
|
147.3
|
|
|
—
|
|
|
—
|
|
|
147.3
|
|
|||||
Deferred revenue and other deferred credits, short-term
|
—
|
|
|
6.6
|
|
|
0.5
|
|
|
—
|
|
|
7.1
|
|
|||||
Deferred grant income liability - current
|
—
|
|
|
—
|
|
|
19.4
|
|
|
—
|
|
|
19.4
|
|
|||||
Other current liabilities
|
—
|
|
|
68.8
|
|
|
—
|
|
|
—
|
|
|
68.8
|
|
|||||
Total current liabilities
|
—
|
|
|
1,706.6
|
|
|
473.3
|
|
|
(367.7
|
)
|
|
1,812.2
|
|
|||||
Long-term debt
|
—
|
|
|
1,862.0
|
|
|
125.5
|
|
|
(117.8
|
)
|
|
1,869.7
|
|
|||||
Advance payments, long-term
|
—
|
|
|
144.2
|
|
|
2.2
|
|
|
—
|
|
|
146.4
|
|
|||||
Pension/OPEB obligation
|
—
|
|
|
38.4
|
|
|
—
|
|
|
—
|
|
|
38.4
|
|
|||||
Contract liabilities, long-term
|
—
|
|
|
353.8
|
|
|
—
|
|
|
—
|
|
|
353.8
|
|
|||||
Forward loss provision, long-term
|
—
|
|
|
72.6
|
|
|
—
|
|
|
—
|
|
|
72.6
|
|
|||||
Deferred grant income liability - non-current
|
—
|
|
|
5.8
|
|
|
24.9
|
|
|
—
|
|
|
30.7
|
|
|||||
Deferred revenue and other deferred credits
|
—
|
|
|
24.3
|
|
|
2.5
|
|
|
—
|
|
|
26.8
|
|
|||||
Other liabilities
|
—
|
|
|
303.2
|
|
|
12.5
|
|
|
(100.6
|
)
|
|
215.1
|
|
|||||
Total equity
|
1,116.4
|
|
|
1,036.4
|
|
|
766.5
|
|
|
(1,802.9
|
)
|
|
1,116.4
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,116.4
|
|
|
$
|
5,547.3
|
|
|
$
|
1,407.4
|
|
|
$
|
(2,389.0
|
)
|
|
$
|
5,682.1
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
365.1
|
|
|
$
|
58.2
|
|
|
$
|
—
|
|
|
$
|
423.3
|
|
Restricted cash
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|||||
Accounts receivable, net
|
—
|
|
|
752.6
|
|
|
330.9
|
|
|
(361.3
|
)
|
|
722.2
|
|
|||||
Inventory, net
|
—
|
|
|
1,010.0
|
|
|
439.9
|
|
|
—
|
|
|
1,449.9
|
|
|||||
Other current assets
|
—
|
|
|
50.3
|
|
|
3.2
|
|
|
—
|
|
|
53.5
|
|
|||||
Total current assets
|
—
|
|
|
2,180.2
|
|
|
832.2
|
|
|
(361.3
|
)
|
|
2,651.1
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
1,585.8
|
|
|
519.5
|
|
|
—
|
|
|
2,105.3
|
|
|||||
Pension assets, net
|
—
|
|
|
327.2
|
|
|
19.9
|
|
|
—
|
|
|
347.1
|
|
|||||
Investment in subsidiary
|
1,801.5
|
|
|
704.4
|
|
|
—
|
|
|
(2,505.9
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
298.2
|
|
|
124.5
|
|
|
(258.4
|
)
|
|
164.3
|
|
|||||
Total assets
|
$
|
1,801.5
|
|
|
$
|
5,095.8
|
|
|
$
|
1,496.1
|
|
|
$
|
(3,125.6
|
)
|
|
$
|
5,267.8
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
—
|
|
|
$
|
629.0
|
|
|
$
|
425.4
|
|
|
$
|
(361.3
|
)
|
|
$
|
693.1
|
|
Accrued expenses
|
—
|
|
|
239.5
|
|
|
29.8
|
|
|
—
|
|
|
269.3
|
|
|||||
Profit sharing
|
—
|
|
|
103.4
|
|
|
6.1
|
|
|
—
|
|
|
109.5
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
30.2
|
|
|
0.9
|
|
|
—
|
|
|
31.1
|
|
|||||
Advance payments, short-term
|
—
|
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|
100.0
|
|
|||||
Deferred revenue and other deferred credits, short-term
|
—
|
|
|
63.6
|
|
|
1.0
|
|
|
—
|
|
|
64.6
|
|
|||||
Deferred grant income liability - current
|
—
|
|
|
—
|
|
|
21.6
|
|
|
—
|
|
|
21.6
|
|
|||||
Other current liabilities
|
—
|
|
|
324.3
|
|
|
7.5
|
|
|
—
|
|
|
331.8
|
|
|||||
Total current liabilities
|
—
|
|
|
1,490.0
|
|
|
492.3
|
|
|
(361.3
|
)
|
|
1,621.0
|
|
|||||
Long-term debt
|
—
|
|
|
1,110.6
|
|
|
167.1
|
|
|
(157.8
|
)
|
|
1,119.9
|
|
|||||
Advance payments, long-term
|
—
|
|
|
231.7
|
|
|
—
|
|
|
—
|
|
|
231.7
|
|
|||||
Pension/OPEB obligation
|
—
|
|
|
40.8
|
|
|
—
|
|
|
—
|
|
|
40.8
|
|
|||||
Deferred grant income liability - non-current
|
—
|
|
|
—
|
|
|
39.3
|
|
|
—
|
|
|
39.3
|
|
|||||
Deferred revenue and other deferred credits
|
—
|
|
|
158.2
|
|
|
2.8
|
|
|
—
|
|
|
161.0
|
|
|||||
Other liabilities
|
—
|
|
|
343.1
|
|
|
10.1
|
|
|
(100.6
|
)
|
|
252.6
|
|
|||||
Total equity
|
1,801.5
|
|
|
1,721.4
|
|
|
784.5
|
|
|
(2,505.9
|
)
|
|
1,801.5
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,801.5
|
|
|
$
|
5,095.8
|
|
|
$
|
1,496.1
|
|
|
$
|
(3,125.6
|
)
|
|
$
|
5,267.8
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
486.1
|
|
|
$
|
81.3
|
|
|
$
|
—
|
|
|
$
|
567.4
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of property, plant and equipment
|
—
|
|
|
(142.9
|
)
|
|
(28.0
|
)
|
|
—
|
|
|
(170.9
|
)
|
|||||
Other
|
—
|
|
|
2.3
|
|
|
0.5
|
|
|
—
|
|
|
2.8
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(140.6
|
)
|
|
(27.5
|
)
|
|
—
|
|
|
(168.1
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from issuance of bonds
|
—
|
|
|
1,300.0
|
|
|
—
|
|
|
—
|
|
|
1,300.0
|
|
|||||
Principal payments of debt
|
—
|
|
|
(4.3
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(4.9
|
)
|
|||||
Payments on term loan
|
—
|
|
|
(256.3
|
)
|
|
|
|
|
—
|
|
|
(256.3
|
)
|
|||||
Payments on bonds
|
—
|
|
|
(300.0
|
)
|
|
—
|
|
|
—
|
|
|
(300.0
|
)
|
|||||
Proceeds (payments) from intercompany debt
|
—
|
|
|
49.7
|
|
|
(49.7
|
)
|
|
—
|
|
|
—
|
|
|||||
Debt issuance and financing costs
|
—
|
|
|
(23.2
|
)
|
|
—
|
|
|
—
|
|
|
(23.2
|
)
|
|||||
Taxes paid related to net share settlement of awards
|
—
|
|
|
(15.5
|
)
|
|
—
|
|
|
—
|
|
|
(15.5
|
)
|
|||||
Proceeds (payments) from subsidiary for purchase of treasury stock
|
805.8
|
|
|
(805.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock
|
(805.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(805.8
|
)
|
|||||
Proceeds (payments) from subsidiary for dividends paid
|
35.4
|
|
|
(35.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Dividends Paid
|
(35.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.4
|
)
|
|||||
Net cash used in financing activities
|
—
|
|
|
(90.8
|
)
|
|
(50.3
|
)
|
|
—
|
|
|
(141.1
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Net increase in cash, cash equivalents, and restricted cash for the period
|
—
|
|
|
254.7
|
|
|
3.7
|
|
|
—
|
|
|
258.4
|
|
|||||
Cash, cash equivalents, and restricted cash, beginning of period
|
—
|
|
|
387.3
|
|
|
58.2
|
|
|
—
|
|
|
445.5
|
|
|||||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
—
|
|
|
$
|
642.0
|
|
|
$
|
61.9
|
|
|
$
|
—
|
|
|
$
|
703.9
|
|
|
Holdings
|
|
Spirit
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
525.7
|
|
|
$
|
98.9
|
|
|
$
|
—
|
|
|
$
|
624.6
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of property, plant and equipment
|
—
|
|
|
(122.1
|
)
|
|
(16.6
|
)
|
|
—
|
|
|
(138.7
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(121.7
|
)
|
|
(16.6
|
)
|
|
—
|
|
|
(138.3
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Principal payments of debt
|
—
|
|
|
(0.7
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||||
Payment on term loan
|
—
|
|
|
(12.5
|
)
|
|
—
|
|
|
—
|
|
|
(12.5
|
)
|
|||||
Proceeds (payments) from intercompany debt
|
—
|
|
|
65.1
|
|
|
(65.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Taxes paid related to net share settlement of awards
|
—
|
|
|
(13.8
|
)
|
|
—
|
|
|
—
|
|
|
(13.8
|
)
|
|||||
Debt issuance and financing costs
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||||
Proceeds from financing under the New Markets Tax Credit Program
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|||||
Proceeds (payments) from subsidiary for purchase of treasury stock
|
402.1
|
|
|
(402.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock
|
(402.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(402.1
|
)
|
|||||
Proceeds (payments) from subsidiary for dividends paid
|
35.7
|
|
|
(35.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Dividends Paid
|
(35.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.7
|
)
|
|||||
Net cash used in financing activities
|
—
|
|
|
(393.0
|
)
|
|
(66.7
|
)
|
|
—
|
|
|
(459.7
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|||||
Net increase in cash, cash equivalents, and restricted cash for the period
|
—
|
|
|
11.0
|
|
|
21.2
|
|
|
—
|
|
|
32.2
|
|
|||||
Cash, cash equivalents, and restricted cash, beginning of period
|
—
|
|
|
700.0
|
|
|
17.6
|
|
|
—
|
|
|
717.6
|
|
|||||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
—
|
|
|
$
|
711.0
|
|
|
$
|
38.8
|
|
|
$
|
—
|
|
|
$
|
749.8
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27,
2018 |
|
September 28,
2017 |
|
September 27,
2018 |
|
September 28,
2017 |
||||||||
|
($ in millions)
|
|
($ in millions)
|
||||||||||||
Revenue
|
$
|
1,813.7
|
|
|
$
|
1,748.2
|
|
|
$
|
5,386.7
|
|
|
$
|
5,268.4
|
|
Cost of sales
|
1,543.1
|
|
|
1,486.6
|
|
|
4,601.3
|
|
|
4,762.8
|
|
||||
Gross profit
|
270.6
|
|
|
261.6
|
|
|
785.4
|
|
|
505.6
|
|
||||
Selling, general and administrative
|
37.3
|
|
|
49.8
|
|
|
154.5
|
|
|
149.9
|
|
||||
Impact of severe weather event
|
—
|
|
|
—
|
|
|
—
|
|
|
19.9
|
|
||||
Research and development
|
10.8
|
|
|
9.5
|
|
|
31.3
|
|
|
21.2
|
|
||||
Operating income
|
222.5
|
|
|
202.3
|
|
|
599.6
|
|
|
314.6
|
|
||||
Interest expense and financing fee amortization
|
(24.2
|
)
|
|
(10.4
|
)
|
|
(60.3
|
)
|
|
(30.1
|
)
|
||||
Other (expense) income, net
|
7.4
|
|
|
11.0
|
|
|
(0.8
|
)
|
|
32.2
|
|
||||
Income before income taxes and equity in net income of affiliate
|
205.7
|
|
|
202.9
|
|
|
538.5
|
|
|
316.7
|
|
||||
Income tax provision
|
(36.9
|
)
|
|
(55.9
|
)
|
|
(99.7
|
)
|
|
(84.9
|
)
|
||||
Income before equity in net income of affiliate
|
168.8
|
|
|
147.0
|
|
|
438.8
|
|
|
231.8
|
|
||||
Equity in net income of affiliate
|
—
|
|
|
0.2
|
|
|
0.6
|
|
|
0.3
|
|
||||
Net income
|
$
|
168.8
|
|
|
$
|
147.2
|
|
|
$
|
439.4
|
|
|
$
|
232.1
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
Model
|
|
September 27,
2018 |
|
September 28,
2017 |
|
September 27,
2018 |
|
September 28,
2017 |
B737
|
|
160
|
|
137
|
|
457
|
|
399
|
B747
|
|
1
|
|
1
|
|
4
|
|
4
|
B767
|
|
8
|
|
8
|
|
23
|
|
21
|
B777
|
|
11
|
|
15
|
|
32
|
|
55
|
B787
|
|
33
|
|
37
|
|
108
|
|
105
|
Total Boeing
|
|
213
|
|
198
|
|
624
|
|
584
|
A220
(1)
|
|
6
|
|
0
|
|
6
|
|
0
|
A320 Family
|
|
165
|
|
146
|
|
488
|
|
452
|
A330/340
|
|
13
|
|
21
|
|
46
|
|
60
|
A350 XWB
|
|
19
|
|
18
|
|
71
|
|
65
|
A380
|
|
1
|
|
2
|
|
4
|
|
10
|
Total Airbus
|
|
204
|
|
187
|
|
615
|
|
587
|
Business/Regional Jets
(1)
|
|
14
|
|
19
|
|
56
|
|
67
|
Total
|
|
431
|
|
404
|
|
1,295
|
|
1,238
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
Prime Customer
|
|
September 27,
2018 |
|
September 28,
2017 |
|
September 27,
2018 |
|
September 28,
2017 |
||||||||
|
|
($ in millions)
|
|
($ in millions)
|
||||||||||||
Boeing
|
|
$
|
1,465.5
|
|
|
$
|
1,418.8
|
|
|
$
|
4,262.2
|
|
|
$
|
4,172.7
|
|
Airbus
|
|
263.8
|
|
|
257.4
|
|
|
869.0
|
|
|
853.8
|
|
||||
Other
|
|
84.4
|
|
|
72.0
|
|
|
255.5
|
|
|
241.9
|
|
||||
Total net revenues
|
|
$
|
1,813.7
|
|
|
$
|
1,748.2
|
|
|
$
|
5,386.7
|
|
|
$
|
5,268.4
|
|
|
Three Months Ended
|
||||||
|
September 27,
2018 |
|
September 28,
2017 |
||||
|
($ in millions)
|
||||||
Segment Revenues
|
|
|
|
|
|
||
Fuselage Systems
|
$
|
991.0
|
|
|
$
|
957.0
|
|
Propulsion Systems
|
442.4
|
|
|
407.9
|
|
||
Wing Systems
|
378.6
|
|
|
382.2
|
|
||
All Other
|
1.7
|
|
|
1.1
|
|
||
|
$
|
1,813.7
|
|
|
$
|
1,748.2
|
|
Segment Operating Income
|
|
|
|
|
|
||
Fuselage Systems
(1)
|
$
|
134.8
|
|
|
$
|
143.8
|
|
Propulsion Systems
(1)
|
76.2
|
|
|
72.4
|
|
||
Wing Systems
(1)
|
58.6
|
|
|
49.1
|
|
||
All Other
|
1.3
|
|
|
0.2
|
|
||
|
270.9
|
|
|
265.5
|
|
||
SG&A
(1)
|
(37.3
|
)
|
|
(49.8
|
)
|
||
Impact of severe weather event
|
—
|
|
|
—
|
|
||
Research and development
|
(10.8
|
)
|
|
(9.5
|
)
|
||
Unallocated cost of sales
(2)
|
(0.3
|
)
|
|
(3.9
|
)
|
||
Total operating (loss) income
|
$
|
222.5
|
|
|
$
|
202.3
|
|
|
(1)
|
Prior period information has been reclassified as a result of the Company's adoption of ASU 2017-07 on a retrospective basis in 2018. In accordance with the adoption of this guidance, prior year amounts related to the components of net periodic pension and postretirement benefit cost other than service costs have been reclassified from cost of goods sold and selling, general and administrative expense to other income (expense) within the consolidated statement of operations for all periods presented. Accordingly, expenses of $4.5 million, $1.8 million, and $1.8 million attributable to the Fuselage Systems segment, Propulsion Systems segment, and Wing Systems segment, respectively, were reclassified into segment operating income for the three months ended
September 28, 2017
and $1.0 million of expense was reclassified to SG&A.
|
(2)
|
Includes $0.9 million and $1.5 million of warranty expense for the three months ended September 27, 2018 and September 28, 2017 respectively.
|
|
Nine Months Ended
|
||||||
|
September 27,
2018 |
|
September 28,
2017 |
||||
|
($ in millions)
|
||||||
Segment Revenues
|
|
|
|
|
|
||
Fuselage Systems
|
$
|
2,983.4
|
|
|
$
|
2,812.1
|
|
Propulsion Systems
|
1,259.6
|
|
|
1,250.7
|
|
||
Wing Systems
|
1,138.6
|
|
|
1,201.7
|
|
||
All Other
|
5.1
|
|
|
3.9
|
|
||
|
$
|
5,386.7
|
|
|
$
|
5,268.4
|
|
Segment Operating Income
|
|
|
|
|
|
||
Fuselage Systems
(1)
|
$
|
417.7
|
|
|
$
|
205.0
|
|
Propulsion Systems
(1)
|
203.9
|
|
|
183.4
|
|
||
Wing Systems
(1)
|
166.1
|
|
|
134.7
|
|
||
All Other
|
0.2
|
|
|
(0.5
|
)
|
||
|
787.9
|
|
|
522.6
|
|
||
Corporate SG&A
(1)
|
(154.5
|
)
|
|
(149.9
|
)
|
||
Impact of severe weather event
|
—
|
|
|
(19.9
|
)
|
||
Research and development
|
(31.3
|
)
|
|
(21.2
|
)
|
||
Unallocated cost of sales
(2)
|
(2.5
|
)
|
|
(17.0
|
)
|
||
Total operating income
|
$
|
599.6
|
|
|
$
|
314.6
|
|
|
(1)
|
Prior period information has been reclassified as a result of the Company's adoption of ASU 2017-07 on a retrospective basis in 2018. In accordance with the adoption of this guidance, prior year amounts related to the components of net periodic pension and postretirement benefit cost other than service costs have been reclassified from cost of sales and selling, general and administrative expense to other income (expense) within the consolidated statement of operations for all periods presented. Accordingly, expenses of $13.5 million, $5.5 million, and $5.5 million attributable to the Fuselage Systems segment, Propulsion Systems segment, and Wing Systems segment, respectively, were reclassified into segment operating income for the
nine
months ended
September 28, 2017
and $3.1 million of expense was reclassified to SG&A.
|
(2)
|
Includes $2.0 million and $3.2 million of warranty expense for the nine months ended September 27, 2018 and September 28, 2017, respectively. Also includes a charge for excess purchases and purchase commitments of $10.6 million for the nine months ended September 28, 2017.
|
|
|
For the nine months ended
|
||||||
|
September 27, 2018
|
|
September 28, 2017
|
||||
|
($ in millions)
|
||||||
Net cash provided by operating activities
|
$
|
567.4
|
|
|
$
|
624.6
|
|
Net cash used in investing activities
|
(168.1
|
)
|
|
(138.3
|
)
|
||
Net cash used in financing activities
|
(141.1
|
)
|
|
(459.7
|
)
|
||
Effect of exchange rate change on cash and cash equivalents
|
0.2
|
|
|
5.6
|
|
||
Net increase in cash, cash equivalents and restricted cash for the period
|
258.4
|
|
|
32.2
|
|
||
Cash, cash equivalents, and restricted cash beginning of period
|
445.5
|
|
|
717.6
|
|
||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
703.9
|
|
|
$
|
749.8
|
|
Article I.
Exhibit
Number
|
|
Section 1.01 Exhibit
|
Incorporated by Reference to the Following Documents
|
|
|
|
|
|
Amendment 37 to Special Business Provisions MS-65530-0016, between the Boeing Company and Spirit AeroSystems, Inc., dated as of August 17, 2018.
|
*
|
|
|
|
|
|
|
Amendment 27 to B787 Special Business Provisions BCA-MS-65530-0019, between the Boeing Company and Spirit AeroSystems, Inc., dated as of August 17, 2018.
|
*
|
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
*
|
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
*
|
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
**
|
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
**
|
|
|
|
|
|
101.INS@
|
|
XBRL Instance Document.
|
*
|
|
|
|
|
101.SCH@
|
|
XBRL Taxonomy Extension Schema Document.
|
*
|
|
|
|
|
101.CAL@
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
*
|
|
|
|
|
101.DEF@
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
*
|
|
|
|
|
101.LAB@
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
*
|
|
|
|
|
101.PRE@
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
|
|
|
|
††
|
|
Indicates that portions of the exhibit have been omitted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.
|
|
|
|
|
|
*
|
|
Filed herewith.
|
|
|
|
|
|
**
|
|
Furnished herewith.
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Sanjay Kapoor
|
|
Executive Vice President and Chief Financial
|
|
October 31, 2018
|
Sanjay Kapoor
|
|
Officer (Principal Financial Officer)
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ John Gilson
|
|
Vice President and Corporate Controller (Principal Accounting Officer)
|
|
October 31, 2018
|
John Gilson
|
|
|
|
|
A.
|
The Parties entered into Special Business Provisions MS-65530-0016, dated June 16, 2005, (the “
SBP
”) and the General Terms Agreement BCA-65530-0016, dated June 17, 2005, (the “
GTA
”), and including any Amendments to the SBP and GTA (collectively the “
Sustaining Agreement
”).
|
B.
|
The most recent amendment to the SBP is Amendment 36, entered into June 30, 2018.
|
C.
|
The Parties entered into a Memorandum of Agreement on June 30, 2018, in which they agreed to,
inter alia
, a Recurring and Non-Recurring pricing agreement for 767 Section 41 one piece integration work statement.
|
D.
|
The Parties wish to amend the SBP to reflect the above and the Parties’ settlement on the price adjustment as specifically set forth herein.
|
1.
|
Add the following items to the existing TABLE OF CONTENTS of the SBP:
|
2.
|
The list of “Amendments” within the Sustaining SBP is hereby deleted and replaced in its entirety as follows:
|
Amend
Number
|
Description
|
Date
|
Approval
|
1
|
Revise Company name from Mid-Western Aircraft Systems Incorporated to Spirit AeroSystems throughout document. Update attachments 1, 2, 4, 14 and 16.
|
2/23/2006
|
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, and 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, and 16. Incorporate Attachment 1B per CCN 4212 and Attachment 23 per the 767-2C MOA.
|
7/29/2011
|
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, and 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. Bossier
|
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
|
25
|
Revisions to Attachment 27, 737 MAX Non-Recurring.
|
3/16/2017
|
D. Blaylock
E. Bossler
|
26
|
Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.
|
3/23/2017
|
D. Blaylock
E. Bossler
|
27
|
Incorporate Attachment 30, “737 NG / MAX Vapor Barrier Agreement”, updates to Attachment 1 and 9.
|
3/31/2017
|
B. Edwards
K. Clark
|
28
|
Revisions to Attachment 29, 777X NRE Agreement.
|
6/22/2017
|
K. O’Connell
C. Green
|
29
|
Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.
|
7/20/2017
|
D. Blaylock
E. Bossler
|
30
|
Delete and Replace SBP Sections 4.1, 4.1.1, 5.1.1, 5.2.1, 7.2, 8.0, 12.11, and 12.13.1.1 and SBP Attachments 1, 1B, 10 Section A10.2.10, 15, 16, 22, 27, and 29.
Delete and Reserve SBP Attachments 1C, 20, and 28.
Incorporate SBP Attachment 1D and 31.
|
9/29/2017
|
B. Edwards
W. Wilson
|
31
|
Revisions to Attachment 27, 737-8 Rate Tooling Incentive Agreement.
|
10/18/2017
|
D. Blaylock
E. Bossler
|
32
|
Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.
|
11/15/2017
|
D. Blaylock
E. Bossler
|
33
|
Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.
|
11/29/2017
|
D. Blaylock
E. Bossler
|
34
|
Revisions to Attachment 27, 737-10 Non-Recurring Non-Tooling.
|
2/23/2018
|
D. Blaylock
E. Bossler
|
35
|
Revisions to Attachment 27, 737-9 Rate Tooling [*****].
|
4/18/2018
|
D. Blaylock
E. Bossler
|
36
|
Revisions to Attachment 27, 737-10 Wing NRE.
|
6/20/2018
|
D.Blaylock
E.Bossler
|
37
|
Incorporation of new Sections: 3.3.4.10 767 One Piece SOW Tooling, 3.3.7 767 One Piece SOW NonRecurring Pricing, 3.4.2.2 Delivery Point and Schedule for 767 One Piece SOW and 3.8 767 One Piece Statement of Work Special Provisions. Updates to Sections 7.1, Attachment 1 and 9.
|
8/17/18
|
H. Langowski
R. Grant
|
3.
|
A new SBP Section, 3.3.4.10, is hereby added as follows:
|
4.
|
A new SBP Section, 3.3.7, is hereby added as follows:
|
a.
|
$
[*****]
has been paid for Seller’s previously completed pre-implementation efforts, including:
|
b.
|
$
[*****]
to be paid by Boeing and received by Seller in the
[*****]
of
[*****]
;
|
c.
|
$
[*****]
to be paid by Boeing and received by Seller in the
[*****]
of
[*****]
; and
|
d.
|
No submission of actuals by Seller or verification by Boeing is required for the Nonrecurring Work payments as described above.
|
5.
|
A new SBP Section, 3.4.2.2, is hereby added as follows:
|
6.
|
A new SBP Section, 3.8, is hereby added as follows:
|
a.
|
Seller will commence delivery of the 767 One Piece Statement of Work at line unit
[*****]
, unless otherwise mutually agreed, and will continue to deliver the 767 One Piece Statement of Work through
[*****]
units, from and including the line unit of incorporation.
|
b.
|
Seller shall deliver part number
[*****]
(“
End Item
”) as the fully integrated 767 Section 41 incorporating the 767 One Piece Statement of Work. For purposes of the Changes thresholds in the SBP, the Cab, Lower Lobe, Left Panel, Right Panel, and 767 Integration will be treated as separate values.
|
c.
|
Boeing and Seller will mutually develop a suitable delivery plan for the Aerial Refueling Receptacle Panel (“
ARRP
”) supporting the schedule load requirements for line unit
[*****]
and thereafter or as otherwise mutually agreed.
|
d.
|
Boeing and Seller will develop a mutually agreed onsite support plan in Wichita including necessary planning and preparation activities leading up to and through the first
[*****]
End Items.
|
e.
|
Boeing will pay Seller an increased recurring price per shipset to compensate for the 767 One Piece Statement of Work as set forth in SBP Attachment 1 Exhibits D, D1, E1, as follows:
|
f.
|
Boeing will order
[*****]
units of 767 Section 41 at an increased incremental price of $
[*****]
per shipset before
[*****]
.
|
7.
|
SBP Section 7.1 is hereby amended by deleting and replacing the section in its entirety as follows:
|
8.
|
SBP Attachment 1 is hereby amended by deleting and replacing Exhibits D, D.1, and E.2 in their entirety as follows:
|
9.
|
SBP Attachment 9, “NON-RECURRING AGREEMENTS,” is hereby amended to include the 767 One Piece SOW Work Transfer.
|
10.
|
All other provisions of the SBP shall remain unchanged and in full force and effect.
|
11.
|
This Amendment constitutes the complete and exclusive Agreement between the Parties with respect to the topics set forth herein. It cancels and supersedes all previous agreements between the Parties relating thereto, whether written or oral.
|
12.
|
This Amendment shall be governed by the internal laws of the State of Washington without reference to any rules governing conflict of laws.
|
The Boeing Company
|
|
Spirit AeroSystems, Inc
|
||
Acing by and through its division
|
|
|
|
|
Boeing Commercial Airplanes
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Helena Langowski
|
|
By:
|
/s/ Ryan Grant
|
Name:
|
Helena Langowski
|
|
Name:
|
Ryan Grant
|
Title:
|
Contracts Procurement Agent
|
|
Title:
|
Sr. Contract Specialist I
|
Date
|
August 17, 2018
|
|
Date
|
August 17, 2018
|
|
|
|
|
|
A.
|
The Parties have entered into the General Terms Agreement, GTA BCA-65520-0032, dated June 16, 2005 as amended from time to time (the “GTA”) and the Special Business Provisions, BCA-MS-65530-0019, dated June 16, 2005 as amended from time to time (the "SBP") and now desire to again amend the SBP.
|
B.
|
This Amendment No. 27 incorporates the CY2017 Annual Shipset Price Adjustments for changes committed on and before December 31, 2017 and which are effective on or before Shipset Line Number
[*****]
and the annual update of the traveled work cost estimating relationship values.
|
1.
|
The SBP is hereby amended by deleting the SBP Table of Amendments Page 4 and replacing it in its entirety with a new Table of Amendments Page 4, attached hereto as Exhibit
|
2.
|
The SBP is hereby amended by deleting SBP Section 7.2.1 “Changes” and replacing it in its entirety with a new SBP Section 7.2.1, attached hereto as Exhibit 2.
|
3.
|
The SBP is hereby amended by deleting SBP Attachment 1 “Work Statement and Pricing” and replacing it in its entirety with a new SBP Attachment 1, attached hereto as Exhibit 3.
|
4.
|
The SBP is hereby amended by deleting SBP Attachment 2 “Production Article Definition and Contract Change Notices” and replacing it in its entirety with a new SBP Attachment 2, attached hereto as Exhibit 4.
|
5.
|
The SBP is hereby amended by deleting SBP Attachment 16 “Pricing Methodologies” Section A “Boeing Performed Repair and Rework” and replacing it in its entirety with a new SBP Attachment 16 Section A, attached hereto as Exhibit 5.
|
6.
|
Entire Agreement.
Except as otherwise indicated in this Amendment No. 27, all terms defined in the GTA or SBP shall have the same meanings when used in this Amendment No. 27. This Amendment No. 27 constitutes the complete and exclusive agreement between the Parties with respect to the subject matter of this Amendment No. 27, and this Amendment No. 27 supersedes all previous agreements between the Parties relating to the subject matter of Amendment No. 27, whether written or oral. The GTA and SBP shall remain in full force and effect and are not modified, revoked, or superseded except as specifically stated in this Amendment No. 27.
|
The Boeing Company
|
|
Spirit AeroSystems, Inc
|
||
Acing by and through its division
|
|
|
|
|
Boeing Commercial Airplanes
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Helena Langowski
|
|
By:
|
/s/ Leanna Hampton
|
Name:
|
Helena Langowski
|
|
Name:
|
Leanna Hampton
|
Title:
|
Contracts Procurement Agent
|
|
Title:
|
Contract Administrator
|
Date
|
August 17, 2018
|
|
Date
|
August 9, 2018
|
|
|
|
|
|
7.2.1
|
Changes
|
Type
|
Product Number
|
Name
|
Manufacturing Change Level
|
Current Mfg Frozen LN
|
Extended Eff (Usage)
|
|
[*****]
|
||||||
Traveled Work Nomenclature
|
Price Per Unit
|
SOI-A
|
$[*****]
|
SOI-B
|
$[*****]
|
Non-conformance EPD
|
$[*****]
|
|
/s/ Thomas C. Gentile III
|
|
Thomas C. Gentile III
|
|
President and Chief Executive Officer
|
|
/s/ Sanjay Kapoor
|
|
Sanjay Kapoor
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ Thomas C. Gentile III
|
|
Thomas C. Gentile III
|
|
President and Chief Executive Officer
|
|
/s/ Sanjay Kapoor
|
|
Sanjay Kapoor
|
|
Executive Vice President and Chief Financial Officer
|