e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington D.C. 20549
Form 10-K
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(Mark One)
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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, 2007
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Or
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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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Commission File Number
001-33160
Spirit AeroSystems Holdings,
Inc.
(Exact name of registrant as
specified in its charter)
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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)
Registrants telephone number, including area code:
(316) 526-9000
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
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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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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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
The aggregate market value of the voting stock held by
non-affiliates of the registrant, based on the closing price of
the class A common stock on June 28, 2007, as reported
on the New York Stock Exchange was approximately $3,648,552,560.
As of February 15, 2008, the registrant had outstanding
102,718,259 shares of class A common stock,
$0.01 par value per share and 36,801,233 shares of
class B common stock, $0.01 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants Proxy Statement for the 2008
Annual Meeting of Stockholders to be filed not later than
120 days after the end of the fiscal year covered by this
Report are incorporated herein by reference in Part III of
this Annual Report on
Form 10-K.
CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking
statements. Forward-looking statements give our current
expectations or forecasts of future events. Forward-looking
statements generally can be identified by the use of
forward-looking terminology such as may,
will, expect, intend,
estimate, anticipate,
believe, project, or
continue, or other similar words. These statements
reflect managements current views with respect to future
events and are subject to risks and uncertainties, both known
and unknown. Our actual results may vary materially from those
anticipated in forward-looking statements. We caution investors
not to place undue reliance on any forward-looking statements.
Important factors that could cause actual results to differ
materially from forward-looking statements include, but are not
limited to:
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our ability to continue to grow our business and execute our
growth strategy;
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the build rates of certain Boeing aircraft including, but not
limited to, the B737 program, the B747 program, the B767 program
and the B777 program and build rates of the Airbus A320 and A380
programs;
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the success and timely progression of Boeings new B787
aircraft program, including receipt of necessary regulatory
approvals;
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our ability to enter into supply arrangements with additional
customers and the ability of all parties to satisfy their
performance requirements under existing supply contracts with
Boeing, Airbus, and other customers;
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any adverse impact on Boeings and Airbus production
of aircraft resulting from reduced orders by their customers;
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future levels of business in the aerospace and commercial
transport industries;
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competition from original equipment manufacturers and other
aerostructures suppliers;
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the effect of governmental laws, such as U.S. export
control laws, environmental laws and agency regulation, in the
U.S. and abroad;
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the effect of new commercial and business aircraft development
programs, their timing and resource requirements that may be
placed on us;
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the cost and availability of raw materials and purchased
components;
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our ability to recruit and retain highly skilled employees and
our relationships with the unions representing many of our
employees;
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spending by the United States and other governments on defense;
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our continuing ability to operate successfully as a stand-alone
company;
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our ability to obtain adequate financing on acceptable terms to
meet our capital needs;
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the outcome or impact of ongoing or future litigation and
regulatory actions; and
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our exposure to potential product liability claims.
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These factors are not exhaustive, and new factors may emerge or
changes to the foregoing factors may occur that could impact our
business. Except to the extent required by law, we undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise.
You should review carefully the sections captioned Risk
Factors and Managements Discussion and
Analysis of Financial Condition and Results of Operations
in this Annual Report for a more complete discussion of these
and other factors that may affect our business.
1
PART I
Our
Company
Unless the context otherwise indicates or requires, as used in
this Annual Report, references to we,
us, our or the Company refer
to Spirit AeroSystems Holdings, Inc., its subsidiaries and
predecessors. References to Spirit refer only to our
subsidiary, Spirit AeroSystems, Inc., and references to
Spirit Holdings or Holdings refer only
to Spirit AeroSystems Holdings, Inc. References to
Boeing refer to The Boeing Company and references to
Airbus refer to Airbus S.A.S. We are the largest
independent non-OEM (OEM refers to aircraft original equipment
manufacturer) parts designer and manufacturer of commercial
aerostructures in the world. Aerostructures are structural
components such as fuselages, propulsion systems and wing
systems for commercial and military aircraft. Spirit Holdings
was formed in February 2005 as a holding company of Spirit.
Spirits operations commenced on June 17, 2005
following the acquisition of the commercial aerostructures
manufacturing operations of Boeing, herein referred to as
Boeing Wichita. The acquisition of Boeing Wichita is
herein referred to as the Boeing Acquisition.
On April 1, 2006, we became a supplier to Airbus through
our acquisition of the aerostructures division of BAE Systems
(Operations) Limited, herein referred to as BAE
Systems. The acquired division of BAE Systems is herein
referred to as BAE Aerostructures and the
acquisition of BAE Aerostructures is herein referred to as the
BAE Acquisition. Although Spirit Holdings began
operations as a stand-alone company in 2005, its predecessor,
Boeing Wichita, had 75 years of operating history and
expertise in the commercial and military aerostructures
industry. For the twelve months ended December 31, 2007, we
generated revenues of $3,860.8 million and had net income
of $296.9 million.
We are the largest independent supplier of aerostructures to
both Boeing and Airbus. We manufacture aerostructures for every
Boeing commercial aircraft currently in production, including
the majority of the airframe content for the Boeing B737. As a
result of our unique capabilities both in process design and
composite materials, we were awarded a contract that makes us
the largest aerostructures content supplier on the Boeing B787,
Boeings next generation twin-aisle aircraft. Furthermore,
we believe we are the largest content supplier for the wing for
the Airbus A320 family and we are a significant supplier for
Airbus new A380. Sales related to the large commercial
aircraft market, some of which may be used in military
applications, represented approximately 99% of our revenues for
the twelve months ended December 31, 2007.
We derive our revenues primarily through long-term supply
agreements with both Boeing and Airbus. For the twelve months
ended December 31, 2007, approximately 87% and
approximately 10% of our combined revenues were generated from
sales to Boeing and Airbus, respectively. We are currently the
sole-source supplier of 95% of the products we sell to Boeing
and Airbus, as measured by dollar value of the products sold. We
are a critical partner to our customers due to the broad range
of products we currently supply to them and our leading design
and manufacturing capabilities using both metallic and composite
materials. Under our supply agreements with Boeing and Airbus,
we supply essentially all of our products for the life of the
aircraft program (other than the A380), including commercial
derivative models. For the A380 we have a long-term supply
contract with Airbus that covers a fixed number of product units
at established prices.
Our
History
In December 2004 and February 2005, an investor group led by
Onex Partners LP and Onex Corporation formed Spirit and Spirit
Holdings, respectively, for the purpose of acquiring Boeing
Wichita. The Boeing Acquisition was completed on June 16,
2005. Prior to the acquisition, Boeing Wichita functioned as an
internal supplier of parts and assemblies for Boeings
airplane programs and had very few sales to third parties.
In connection with the Boeing Acquisition, we entered into a
long-term supply agreement under which we are Boeings
exclusive supplier for substantially all of the products and
services provided by Boeing Wichita to Boeing prior to the
Boeing Acquisition. The supply contract is a requirements
contract covering certain products such as fuselages,
struts/pylons and wing components for Boeing B737, B747, B767
and B777 commercial aircraft
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programs for the life of these programs, including any
commercial derivative models. Pricing for existing products on
in-production models is contractually set through May 2013, with
average prices decreasing at higher volume levels and increasing
at lower volume levels. We also entered into a long-term supply
agreement for Boeings new B787 platform covering the life
of this platform, including commercial derivatives. Under this
contract we will be Boeings exclusive supplier for the
forward fuselage, fixed and moveable leading wing edges and
engine pylons for the B787. Pricing for the initial
configuration of the B787-8 model is generally set through 2021,
with prices decreasing as cumulative production volume levels
are achieved. Prices are subject to adjustment for abnormal
inflation (above a specified level in any year) and for certain
production, schedule and other specific changes, including
design changes from the contract configuration baseline. We are
currently in negotiations with Boeing on pricing for certain
changes. The parties have agreed to negotiate in good faith the
prices for future commercial derivatives, such as the B787-3 and
the B787-9, based on principles consistent with the B787 Supply
Agreement terms as they relate to the B787-8 model.
On April 1, 2006, through our wholly owned subsidiary,
Spirit Europe, we acquired BAE Aerostructures. Spirit Europe
manufactures leading and trailing wing edges and other wing
components for commercial aircraft programs for Airbus and
Boeing and produces various aerostructure components for certain
Hawker Beechcraft business jets. The BAE Acquisition provides us
with a foundation to increase future sales to Airbus, as Spirit
Europe is a key supplier of wing and flight control surfaces for
the A320 platform, Airbus core single-aisle program, and
of wing components for the A380 platform, one of Airbus
most important new programs and the worlds largest
commercial passenger aircraft. Under our supply agreements with
Airbus, we supply most of our products for the life of the
aircraft program, including commercial derivative models, with
pricing determined through 2010. For the A380, we have a
long-term supply contract with Airbus that covers a fixed number
of units.
In November 2006, we issued and sold 10,416,667 shares of
our class A common stock and certain selling stockholders
sold 52,929,167 shares of our class A common stock at a
price of $26.00 per share in our initial public offering. In May
2007, certain selling stockholders sold 34,340,484 shares
of our class A common stock at a price of $33.50 per share
in a secondary offering of our class A common stock.
Our
Industry
Based on our research, the global market for aerostructures is
estimated to have totaled $32.0 billion in annual sales in
2006. Currently, aircraft original equipment manufacturers,
referred to herein as OEMs, outsource approximately
half of the aerostructures market to independent third parties
such as ourselves. We expect the outsourcing of the design,
engineering and manufacturing of aerostructures to increase as
OEMs increasingly focus operations on final assembly and support
services for their customers. The original equipment
aerostructures market can be divided by end market application
into three market sectors: (1) commercial (including
regional and business jets), (2) military and
(3) modifications, upgrades, repairs and spares. While we
serve all three market sectors, we primarily derive our current
revenues from the commercial market sector. We estimate that the
commercial original equipment sector represents approximately
66% of the total aerostructures market, while the military
original equipment sector represents approximately 26% and the
modifications, upgrades, repairs and spares (both commercial and
military) sector represents approximately 8%.
Demand for commercial aerostructures is directly correlated to
demand for new aircraft. Demand for new aircraft is a function
of several factors such as demand for commercial air transport
and freight capacity, financial health of aircraft operators,
and general economic conditions. New large commercial aircraft
deliveries by Boeing and Airbus totaled 894 in 2007, up from 832
in 2006 and up from 668 in 2005 and 605 in 2004, which was the
most recent cyclical trough following the 1999 peak of 914
deliveries. Aircraft orders and deliveries in 2002 and 2003 were
adversely affected by economic recessionary conditions, the
terrorist attacks of September 11, 2001, and SARS outbreaks
in 2002. In 2005, Boeing and Airbus experienced record aggregate
annual airplane orders, followed in 2006 with aggregate annual
order totals of 1,834 that, at the time, were the second highest
ever. In 2007, Boeing and Airbus aggregate annual airplane
orders again reached a record at 2,754. According to published
estimates by Boeing and Airbus, they expect to deliver a
combined total of approximately 945 commercial aircraft in 2008.
As of December 31, 2007, Boeing and Airbus had a combined
backlog of 6,848 commercial aircraft, which has grown from a
combined backlog of 4,985 as of December 31, 2006.
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The business jet market sector is driven by corporate
profitability, worldwide economic growth and the extent to which
business jets are viewed as a viable alternative to commercial
air travel. Global demand for business jets is expected to
increase in 2008. Projected deliveries of approximately 1,300
aircraft are anticipated in 2008 and we expect the industry to
remain relatively steady in the coming years. Based on our
research, we believe that over the next ten-year period, more
than 13,000 business jets, worth approximately
$214.0 billion in sales, will be produced.
The market for military aerostructures is dependent upon
government development and procurement of military aircraft,
which is affected by many factors, including force structure and
fleet requirements, the Department of Defense, herein referred
to as DoD, and foreign defense budgets, the
political environment and public support for defense spending
and current and expected threats to U.S. and foreign
national security and related interests. Following the terrorist
attacks of September 11, 2001, the DoD aircraft procurement
budget rose to $20.9 billion in federal fiscal 2002,
excluding supplementals, from $18.8 billion in federal
fiscal 2001, and since 2002 has risen to $29.3 billion in
federal fiscal 2008.
Aircraft modifications, upgrades, repairs and spares are
intended to extend the useful life of in-service aircraft.
Modifications are structural changes that enable existing
aircraft to perform alternative missions. For example, certain
B747 models used for commercial transport service have been
modified to provide increased freight capacity by removing
seating and adding cargo doors and support structures for
increased weight loads. Upgrades represent the application of
new technology to increase performance characteristics. For
example, winglets are affixed to the tips of existing wings to
increase aerodynamics and fuel efficiencies. The market for
repairs and spares, otherwise referred to as the aftermarket,
encompasses both scheduled and event-driven maintenance of
existing aircraft structural components. Scheduled maintenance
is performed at regular intervals to ensure structural integrity
of aerostructures and drives demand for spares and repairs.
Our
Competitive Strengths
We believe our key competitive strengths include:
Leading Position in the Growing Commercial Aerostructures
Market. We are the largest independent non-OEM
parts manufacturer of commercial aerostructures with an
estimated 20% market share among all aerostructures suppliers.
We believe our market position and significant scale favorably
position us to capitalize on the increased demand for large
commercial aircraft. As of December 31, 2007, Boeing and
Airbus had a combined backlog of 6,848 commercial aircraft,
which has grown from a backlog of 4,985 as of December 31,
2006. We are under contract to provide aerostructure products
for approximately 95% of the aircraft that comprise this
commercial aircraft backlog. The significant aircraft order
backlog and our strong relationships with Boeing and Airbus
should enable us to continue to profitably grow our core
commercial aerostructures business.
Participation on High-Volume and Major Growth
Platforms. We derive a high proportion of our
Boeing revenues from the high-volume B737 program and a high
proportion of our Airbus revenues from the high-volume A320
program. The B737 and A320 families are Boeings and
Airbus best-selling commercial airplanes. We also have
been awarded a significant amount of work on the major new
twin-aisle programs launched by Boeing and Airbus, the B787 and
the A380.
Stable Base Business. We have entered into
exclusive long-term supply agreements with Boeing and Airbus,
our two largest customers, making us the exclusive supplier for
most of the business covered by these contracts. Our supply
agreements with Boeing provide that we will continue to supply
essentially all of the products we currently supply to Boeing
for the life of the current aircraft programs, including
commercial derivative models. The principal supply agreements we
have entered into with Boeing make us Boeings exclusive
source for substantially all of the products covered by the
agreements; therefore, Boeing may not produce the products
internally or purchase them from other suppliers. In addition,
for essentially all of our products currently sold to Boeing,
our product pricing is variable such that at lower annual
volumes the average prices are higher, thereby helping to
protect our margin if volume is reduced.
Under our supply agreements with Airbus, we supply most of our
products for the life of the aircraft program, including
commercial derivative models, with pricing determined through
2010. For the A380, we have a long-term supply contract with
Airbus that covers a fixed number of units. We are currently the
sole-source supplier for
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approximately 79% of the products, as measured by dollar value,
that we sell to Airbus. We believe our long-term supply
contracts with Boeing and Airbus provide us with a stable base
business upon which to build.
Strong Incumbent and Competitive Position. We
have a strong incumbent position on the products we currently
supply to Boeing and Airbus due not only to our long-term supply
agreements, but also to our long-standing relationships with
Boeing and Airbus, as well as to the high costs OEMs would incur
to switch suppliers on existing programs. We have strong,
embedded relationships with our primary customers as many
members of our senior management team are former Boeing or
Airbus executives. We believe our senior management team
possesses inherent knowledge of and relationships with Boeing
and Airbus that may not exist to a corresponding degree between
other suppliers and these two OEMs.
We believe that OEMs incur significant costs to change
aerostructures suppliers once contracts are awarded. Such
changes after contract award require additional testing and
certification, which may create production delays and
significant costs for both the OEM and the new supplier. We also
believe it would be cost prohibitive for other suppliers to
duplicate our facilities and the over 20,000 major pieces of
equipment that we own or operate. The combined insurable
replacement value of all the buildings and equipment we own or
operate is approximately $5.9 billion, including
approximately $2.6 billion and approximately
$1.7 billion for buildings and equipment, respectively,
that we own and approximately $1.6 billion for other
equipment used in the operation of our business. The insurable
values represent the estimated replacement cost of buildings and
equipment used in our operations and covered by property
insurance, and exceeds the fair value of assets acquired as
determined for financial reporting purposes. As a result, we
believe that as long as we continue to meet our customers
requirements, the probability of their changing suppliers on our
current statement of work is quite low.
Industry-Leading Technology, Design Capabilities and
Manufacturing Expertise. Spirit Holdings
predecessor, Boeing Wichita, had over 75 years of
experience designing and manufacturing large-scale, complex
aerostructures and we possess industry-leading engineering
capabilities that include significant expertise in structural
design and technology, use of composite materials, stress
analysis, systems engineering and acoustics technology. With
approximately 940 degreed engineering and technical employees
(including over 160 degreed contract engineers and access to 120
degreed engineers from Spirit-Progresstech LLC), we possess
knowledge and manufacturing know-how that would be difficult for
other suppliers to replicate. In addition to our engineering
expertise, we have strong manufacturing and technological
capabilities. Our manufacturing processes are highly automated,
delivering efficiency and quality, and we have expertise in
manufacturing aerostructures using both metallic and composite
materials. We have strong technical expertise in bonding and
metals fabrication, assembly, tooling and composite
manufacturing, including the handling of all composite material
grades and fabricating large-scale complex contour composites.
We are building on this expertise with the addition of a
manufacturing facility in Subang, Malaysia that is expected to
be fully operational in early 2009.
We believe our technological, engineering and manufacturing
capabilities separate us from many of our competitors and give
us a significant competitive advantage to grow our business and
increase our market share. The fact that we are the only
external supplier of forward fuselages for large commercial
aircraft demonstrates our industry leadership. The forward
fuselage is one of the most complex and technologically advanced
aerostructures on a commercial aircraft because it must satisfy
the aircrafts contour requirements, balance strength,
aerodynamics and weight, and house the cockpit and avionics.
Given this complexity, the forward fuselage sells at a premium,
for approximately twice the value per pound of other fuselage
sections.
Competitive and Predictable Labor Cost
Structure. Following the Boeing Acquisition, we
entered into new labor contracts with our unions that
established wage levels that are in-line with the local market.
We also changed work rules and significantly reduced the number
of job categories, resulting in greater flexibility in work
assignment programs and increased productivity. In addition, we
replaced corporate overhead previously allocated to Boeing
Wichita when it was a division of Boeing with our own
significantly lower overhead spending. As a result of our
long-term collective bargaining agreements with most of our
labor unions, our labor costs are fairly stable and predictable
well into 2010.
We have also continued to implement a number of operational
efficiency improvements, including global sourcing to reduce
supplier costs. It is our belief that our competitive cost
structure has positioned us to win significant new business and
was a key factor in three recent significant contract awards.
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Experienced Management Team with Equity
Ownership. We have an experienced and proven
management team with an average of more than 20 years each
of aerospace industry experience. Our management team has
successfully expanded our business, reduced costs and
established the stand-alone operations of our business. Members
of our management team and the Board of Directors hold common
stock equivalent to approximately 3.0% of our Companys
outstanding stock on a fully diluted basis.
Our
Strategy
Our goal is to remain a leading aerostructures manufacturer and
to increase revenues while maximizing our profitability and
growth. Our strategy includes the following:
Support Increased Aircraft Deliveries. Our
determination to meet or exceed the expectations of Boeing,
Airbus and our other existing customers continues as our core
business strategy. Our customers expect us to deliver
high-quality products on schedule. We constantly focus on
improving our manufacturing efficiency, maintaining our high
standards of quality, and delivering our products on-time to
meet these expectations. With the upturn in the commercial
aerospace market, we experienced delivery rate increases in
2007. We are focused on supporting our customers increase
in new aircraft production, as well as key programs that include
the Boeing B737, B777, and the Airbus A320. In 2007, we
delivered the first B787 Section 41 Fuselage and Pylon from
our Wichita, Kansas production plant. We are improving our
manufacturing processes, properties and facilities to
accommodate an increase in production and the change in model
mix of existing aircraft. For the twelve months ended
December 31, 2007, we delivered 446 Boeing ship sets (one
ship set represents a full set of components for one airplane),
as compared to 392 Boeing ship sets for the prior twelve months
ended December 31, 2006. Deliveries of Airbus and Hawker
Beechcraft products began on April 2006, with the acquisition of
BAE Aerostructures. For the twelve months ended
December 31, 2007, we delivered 449 Airbus ship sets and 68
Hawker Beechcraft ship sets, compared to deliveries from
April 1, thru December 31, 2006 of 318 Airbus ship
sets and 51 Hawker Beechcraft ship sets. We believe we are well
positioned to meet the increased demand for our products by our
customers.
Win New Business from Existing and New
Customers. The large commercial airplanes,
business jet and regional jet sectors of the market are
experiencing record orders and deliveries. We expect this trend
to continue for several years. To win new business, we provide
our mix of engineering expertise in the design and manufacturing
processes, our advanced manufacturing capabilities with both
composites and metals, and our competitive cost structure. As a
result of leveraging our core capabilities, competitive cost
position, and sales and marketing efforts, we have won several
significant contracts from non-Boeing customers in competitive
bid processes since the Boeing Acquisition. Design techniques
and processes that were developed in the high-volume large
commercial market sector are now being introduced to the
business jet, regional jet, military and helicopter markets.
These very competitive design techniques are largely new to
these sectors and make Spirit attractive to this new group of
customers. For example, the helicopter and military market have
begun to incorporate composite aerostructures, with which we
have experience in the large commercial market, into their
designs. Based on our research, the composite aerostructures
market is currently estimated to have generated over
$3.1 billion in annual sales in 2006 and $2.5 billion
in annual sales in 2005 with a projected annual growth rate of
14.5% over the period from 2006 to 2011.
Large Commercial Airplanes: We believe that
Spirit is well positioned to win additional work from Boeing and
Airbus, particularly work they currently in-source, but may
potentially shift to an external supplier in the future as well
as work on new aircraft programs. Based on our research, we
believe that the outsourcing of design, engineering and
manufacturing of aerostructures to suppliers increased from
approximately 40% in 2003 to approximately 49% by the end of
2004 (adjusting for the outsourcing by Boeing as a result of the
Boeing Acquisition), decreased slightly to approximately 45% in
2005, and increased to 51% in 2006. Our research shows that the
underlying procurement trend will continue to be toward
increased outsourcing. In addition, opportunities for us to win
significant new business will typically arise when large
commercial airplane OEMs design new aircraft programs such as
the Airbus A350, or a new aircraft derivative, such as cargo
versions of passenger aircraft, larger or extended range
versions of in-production airplanes, and military versions of
commercial airplanes. Suppliers to aircraft OEMs must meet
demanding quality and reliability standards, and our record of
meeting those standards with Boeing and Airbus is a key
competitive strength. We
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believe these strengths position us well to increase our
statement of work from our customers. In addition, our strong
relationships, size, design and build capabilities, and
financial resources, create a competitive advantage for us.
Business & Regional Jets: Spirit has
expanded its presence in the business and regional jet markets
with four program wins (one fuselage, one propulsion, and two
structures contracts). The propulsion and structures customers
have not publicly announced the programs, but Spirit is under
contract and performing design work. On February 6, 2008,
Cessna announced the selection of Spirit as the supplier for the
fuselage and empennage on the new Cessna large cabin business
jet. In addition, the sector market strength is growing as
evidenced by 2007 being a record year for deliveries and orders.
Spirit is well positioned to use many of the tools developed in
the high-volume commercial market to design and build
competitive structures in this sector.
Military/Helicopter: Spirit has also been able
to apply high-volume commercial techniques to provide very
competitive designs for our customers in the military and
helicopter market. For example, Spirit won a competitive bid to
build the cockpit and the entire cabin assembly for the Sikorsky
CH-53K helicopter development program. We will design, tool and
build all of the flight test articles in the development
program, with potential for the production contract when it is
awarded.
On the Navy
P-8A
program, Spirit started building the first airplane fuselage at
the end of 2007 in a ceremony with Boeing Commercial Airplanes,
Boeing Integrated Defense Systems and the United States Navy. By
using the current 737NG assembly line, we are able to produce
the military specific aircraft at much lower commercial costs,
providing our customer competitive value.
Research and Development Investment in Next-Generation
Technologies. We invest in direct research and
development for current programs to strengthen our relationships
with our customers and in new programs to generate new business.
We are currently developing proprietary Spirit intellectual
property (IP) that we will be able to use for our
current and future customers. To maximize our research and
development efforts and the resulting IP, we work closely with
OEMs and integrate our engineering teams into their design
processes. Each of our business segments has a specific
five-year technology road map as well as a longer term team
developing the future technologies that will support and build
our growth plans.
Provide New Value-Added Services to our
Customers. We possess the core competencies not
only to manufacture, but also to integrate and assemble complex
system and structural components. We have been selected to
assemble and integrate avionics, electrical systems, hydraulics,
wiring and other components for the forward fuselage and pylons
for the Boeing B787. Boeing expects to be able to ultimately
assemble a B787 so that it is ready for test flying in
significantly less time after it receives our ship set than is
the case for B737s. We believe our ability to integrate complex
components into aerostructures is a service that greatly
benefits our customers by reducing their flow time and inventory
holding costs. As a result of our ability to integrate and
assemble components from a diverse supplier base, we believe we
are integral to our customers supply chains.
Continued Improvement to our Low-Cost
Structure. Although we achieved significant cost
reductions at the time of the Boeing Acquisition, we remain
focused on further reducing costs. There continue to be
cost-saving opportunities in our business and we have identified
and begun to implement them. We expect that most of our future
cost-saving opportunities will arise from increased
productivity, further improvements to quality, continued
outsourcing of non-core activities, and improved procurement and
sourcing through our global sourcing initiatives. We believe our
strategic sourcing expertise should allow us to develop and
manage low-cost supply chains in Asia and Central Europe. As
part of our plans for low-cost supply chains, we have announced
the opening of our Malaysia plant that will initially focus on
building composite assemblies. Our goal is to continue to
increase our material sourcing from low-cost jurisdictions.
Pursue Acquisitions on a Strategic Basis. To
continue to grow and build our global capabilities we will
consider potential strategic acquisitions. The commercial
aerostructures market is highly fragmented, with many small
private businesses and divisions of larger public companies.
Given the market fragmentation, coupled with the trend by OEMs
to outsource work to Tier 1 manufacturers, we believe our
industry could experience significant consolidation in the
coming years. Although our main focus is to grow our business
7
organically, we believe we are well positioned to capture
additional market share and diversify our current business
through opportunistic strategic acquisitions.
Our
Relationship with Boeing
Supply
Agreement with Boeing for B737, B747, B767, and B777
Platforms
Overview. In connection with the Boeing
Acquisition, Spirit entered into long-term supply agreements
under which we are Boeings exclusive supplier for
substantially all of the products and services provided by
Boeing Wichita to Boeing prior to the closing of the Boeing
Acquisition. The main supply contract is primarily comprised of
two separate agreements: (1) the Special Business
Provisions, or Sustaining SBP, which sets forth the specific
terms of the supply arrangement with regard to Boeings
B737, B747, B767 and B777 aircraft and (2) the General
Terms Agreement, or GTA, which sets forth other general
contractual provisions relating to our various supply
arrangements with Boeing, including provisions relating to
termination, events of default, assignment, ordering procedures,
inspections and quality controls. The summary below describes
provisions contained in both the Sustaining SBP and the GTA as
both agreements govern the main supply arrangement. We refer
below to the Sustaining SBP, the GTA and any related purchase
order or contract collectively as the Supply
Agreement. The following description of the Supply
Agreement summarizes the material portions of the agreement. The
Supply Agreement is a requirements contract which covers certain
products, including fuselages, struts/pylons and nacelles
(including thrust reversers), as well as tooling, for Boeing
B737, B747, B767 and B777 commercial aircraft programs for the
life of these programs, including any commercial derivative
models. During the term of the Supply Agreement and absent
default by Spirit, Boeing is obligated to purchase all of its
requirements for products covered by the Sustaining SBP from
Spirit and is prohibited from manufacturing such products
itself. Although Boeing is not required to maintain a minimum
production rate, Boeing is subject to a maximum production rate
above which it must negotiate with us regarding responsibility
for nonrecurring expenditures related to a capacity increase.
Pricing. The Supply Agreement sets forth
established prices for recurring products through May 2013.
Prices are adjusted each year based on a quantity-based price
adjustment formula described in the Supply Agreement whereby
average
per-unit
prices are higher at lower volumes and lower at higher volumes.
Prices are subject to adjustment for abnormal inflation (above a
specified level in any year) and for certain production,
schedule and other changes. See Changes
below.
Two years prior to the expiration of the established pricing
terms, Spirit will propose pricing for the following ten years
or another period to be agreed upon by the parties. Boeing and
Spirit are required to negotiate the pricing for such additional
period in good faith based on then-prevailing U.S. market
conditions for forward fuselages, B737 fuselages and B737/B777
struts and nacelles and based on then-prevailing global market
conditions for all other products. If the parties are unable to
agree upon pricing, then, until such dispute is resolved,
pricing will be determined according to the price as of the
expiration of the initial eight-year period, adjusted using the
then-existing quantity-based price adjustment formula and annual
escalation until such time as future pricing is agreed.
Prices for commercial derivative models are to be negotiated in
good faith by the parties based on then-prevailing market
conditions. If the parties cannot agree on price, then the
parties must engage in dispute resolution pursuant to
agreed-upon
procedures.
Tooling. Under the Supply Agreement, Boeing
owns all tooling used in production or inspection of products
covered by the Sustaining SBP. Spirit is responsible for
providing all new tooling required for manufacturing and
delivering products under the Supply Agreement, and Boeing
acquires title to such tooling upon payment. Because Boeing owns
this tooling, Spirit may not sell, lease, dispose of or encumber
any of it. Spirit does, however, have the option to purchase
certain limited tooling.
Although Boeing owns the tooling, Spirit has the limited right
to use this tooling without any additional charge to perform its
obligations to Boeing under the Supply Agreement and also to
provide aftermarket services in accordance with the rights
granted to Spirit under other related agreements, including
royalty-bearing license agreements. Boeing is entitled to use
the tooling only under limited circumstances. Spirit is
responsible for maintaining and insuring the tooling.
Spirits rights to use the tooling are subject to the
termination provisions of the Supply Agreement.
8
Changes. Upon written notification to Spirit,
Boeing has the right to make changes within the general scope of
work performed by Spirit under the Supply Agreement. If any such
change increases or decreases the cost or time required to
perform, Boeing and Spirit will negotiate an equitable
adjustment (based on rates, factors and methodology set forth in
the Supply Agreement) to the price or schedule to reflect the
change, except that Spirit will be responsible for absorbing the
cost of certain changes. The Supply Agreement also provides for
equitable adjustments to product prices in the event there are
order accelerations or decelerations, depending on lead times
identified in the Supply Agreement. In addition, the Supply
Agreement provides for equitable adjustments to recurring part
prices as well as the price of nonrecurring work upon the
satisfaction of certain conditions and upon certain minimum
dollar thresholds being met.
Raw Materials. Spirit is required to procure
from Boeing (or its designated service provider) certain raw
materials used in producing Boeing products, except that Spirit
has the right to procure such raw materials from other sources
if it reasonably believes that Boeing or its designated service
provider cannot support its requirements. Revisions to the raw
material pricing terms set forth in the Supply Agreement may
entitle Spirit to a price adjustment.
Third-Party Pricing. Spirit may be permitted
to purchase supplies or subparts directly from Boeings
subcontractors under the terms of Boeings subcontracts. If
Spirit does so, a majority of the savings achieved as a result
of purchasing through the subcontracts will be applied towards
price reductions on the applicable Boeing products.
Nonrecurring Work Transfer. Following an event
of default as described below or Boeings termination of an
airplane program, the Supply Agreements expiration, or the
partys mutual agreement to terminate the existing Supply
Agreement, Spirit must transfer to Boeing all tooling and other
nonrecurring work relating to the affected program. If the
entire Supply Agreement expires or is cancelled, then all
tooling and other nonrecurring work covered by the Supply
Agreement must be transferred to Boeing.
Additional Spirit Costs. In the event that
Boeing rejects a product manufactured by Spirit, Boeing is
entitled to repair or rework such product, and Spirit is
required to pay all reasonable costs and expenses incurred by
Boeing related thereto. In addition, Spirit is required to
reimburse Boeing for costs expended in providing Spirit
and/or
Spirits contractors the technical or manufacturing
assistance with respect to Spirit nonperformance issues.
Termination for Convenience. Subject to the
restrictions prohibiting Boeing from manufacturing certain
products supplied by Spirit or purchasing such products from any
other supplier, Boeing may, at any time, terminate all or part
of any order under the Supply Agreement by written notice to
Spirit. If Boeing terminates all or part of an order, Spirit is
entitled to compensation for certain costs.
Termination of Airplane Program. If Boeing
decides not to initiate or continue production of a Boeing
commercial aircraft model B737, B747, B767 or B777 or commercial
derivative because it determines there is insufficient business
basis for proceeding, Boeing may terminate such model or
derivative, including any order therefore, by written notice to
Spirit. In the event of such a termination, Boeing will be
liable to Spirit for any orders issued prior to the date of the
termination notice and may also be liable for certain
termination costs.
Events of Default and Remedies. It is an
event of default under the Supply Agreement if
Spirit:
(1) fails to deliver products as required by the Supply
Agreement;
(2) fails to provide certain assurances of
performance required by the Supply Agreement;
(3) breaches the provisions of the Supply Agreement
relating to intellectual property and proprietary information;
(4) participates in the sale, purchase or manufacture of
airplane parts without the required approval of the FAA or
appropriate foreign regulatory agency;
(5) defaults under certain requirements to maintain a
system of quality assurance;
(6) fails to comply with other obligations under the Supply
Agreement (which breach continues for more than 10 days
after notice is received from Boeing);
9
(7) is unable to pay its debts as they become due,
dissolves or declares bankruptcy; or
(8) breaches the assignment provisions of the Supply
Agreement (which breach continues for more than 10 days
after notice is received from Boeing).
If an event of default occurs, Boeing has the right to exercise
various remedies set forth in the Supply Agreement, including
the right to manufacture or to otherwise obtain substitute
products, cancel any or all outstanding orders under the Supply
Agreement,
and/or
terminate the Supply Agreement. Boeing is limited, however, in
its ability to cancel orders or terminate the Supply Agreement
for the defaults described in items (1), (2) and
(6) of the preceding paragraph. In such cases, Boeing may
not cancel orders unless the event of default is material and
has an operational or financial impact on Boeing and may not
terminate the Supply Agreement unless there are repeated,
material events of default and certain other criteria are
satisfied. In such case, Boeing may only terminate the Supply
Agreement with respect to the aircraft program affected by the
event of default. If two or more programs are affected by the
event of default, Boeing may terminate the entire Supply
Agreement. Boeing may also require Spirit to transfer tooling,
raw material,
work-in-process
and other inventory and certain intellectual property to Boeing
in return for reasonable compensation therefor.
Wrongful Termination. If Boeing wrongfully
terminates an order, Spirit is entitled to recover lost profits,
in addition to any amount Spirit would be entitled to recover
for a Termination for Convenience, as described
above. If Boeing wrongfully cancels or terminates the Sustaining
SBP with respect to a model of program airplane, then Spirit is
entitled to all remedies available at law or in equity, with
monetary damages not to exceed an agreed limit.
Excusable Delay. If delivery of any product is
delayed by circumstances beyond Spirits reasonable
control, and without Spirits or its suppliers or
subcontractors error or negligence (including, without
limitation, acts of God, war, terrorist acts, fires, floods,
epidemics, strikes, unusually severe weather, riots and acts of
government), or by any material act or failure to act by Boeing,
each being an excusable delay, then, subject to
certain exceptions, Spirits delivery obligations will be
extended. If delivery of any product is delayed by an excusable
delay for more than three months, Boeing may cancel all or part
of any order relating to the delayed products.
If delivery of any product constituting more than 25% of the
ship set value for one or more models of program airplanes is
delayed by an excusable delay for more than five months, Boeing
may cancel the Sustaining SBP as it applies to such models of
program airplanes, and neither party will have any liability to
the other, other than as described in the above paragraph under
the heading Events of Default and Remedies.
Suspension of Work. Boeing may at any time
require Spirit to stop work on any order for up to
120 days. During such time, Boeing may either direct Spirit
to resume work or cancel the work covered by such stop-work
order. If Boeing directs Spirit to resume work or the
120-day
period expires, Spirit must resume work, the delivery schedule
affected by the stop-work order will be extended and Boeing must
compensate Spirit for its reasonable direct costs incurred as a
result of the stop-work order.
Assignment. Spirit may not assign its rights
under the Supply Agreement other than with Boeings
consent, which Boeing may not unreasonably withhold unless the
assignment is to a disqualified person. A disqualified person is
one: (1) whose principal business is as an OEM of
commercial aircraft, space vehicles, satellites or defense
systems; (2) that Boeing reasonably believes will not be
able to perform its obligations under the Supply Agreement;
(3) that, after giving effect to the transaction, would be
a supplier of more than 40% by value of the major structural
components of any Boeing program then in production; or
(4) who is, or is an affiliate of, a commercial airplane
operator or is one of five named corporate groups. Sale of
majority voting power or of all or substantially all of
Spirits assets to a disqualified person is considered an
assignment.
B787
Supply Agreement with Boeing
Overview. Spirit and Boeing also entered into
a long-term supply agreement for Boeings new B787 program,
or the B787 Supply Agreement, which covers the life of the
program and commercial derivatives. The B787 Supply Agreement is
a requirements contract pursuant to which Spirit is
Boeings exclusive supplier for the forward fuselage, fixed
and moveable leading wing edges, engine pylons and related
tooling for the B787. While the B787 Supply Agreement does not
provide for a minimum or maximum production rate, the agreement
acknowledges that Spirit will equip itself for a maximum rate of
seven aircraft per month and will negotiate with
10
Boeing regarding an equitable price adjustment if additional
expenditures are required to increase the production rate above
that level. Spirit is evaluating facility requirements to
increase that capability to ten airplanes per month. Additional
capital expenditures would be needed for tooling and equipment
to support a production rate above seven per month. Under the
B787 Supply Agreement, Spirit also provides certain support,
development and redesign engineering services to Boeing at an
agreed hourly rate.
Pricing. Pricing for the initial configuration
of the B787-8 base model that is currently in production is
generally established through 2021, with prices decreasing as
cumulative volume levels are met over the life of the program.
Prices are subject to adjustment for abnormal inflation (above a
specified level in any year) and for certain production,
schedule and other specific changes, including design changes
from the contract configuration baseline. We are currently in
negotiations with Boeing on pricing for certain changes. The
parties have agreed to negotiate in good faith the prices for
future commercial derivatives such as the B787-3 and the B787-9,
based on principles consistent with the B787 Supply Agreement
terms as they relate to the B787-8 model.
Advance Payments. The B787 Supply Agreement
requires Boeing to make advance payments aggregating
$700.0 million to Spirit for production articles. As of
December 31, 2007, the entire $700.0 million in
advance payments has been received. Spirit must repay these
advances, without interest, by offsetting the purchase price for
each of the first five hundred B787 ship sets delivered to
Boeing by $1.4 million per ship set. In the event that
Boeing does not take delivery of five hundred B787 ship sets,
any advances not then repaid will first be applied against any
outstanding B787 payments then due by Boeing to Spirit, with any
remaining balance repaid at the rate of $84.0 million per
year beginning the month following Spirits final delivery
of a B787 production ship set to Boeing.
Termination of Airplane Program. If Boeing
decides not to initiate or continue production of the B787
airplane program because Boeing determines, after consultation
with Spirit, that there is an insufficient business basis for
proceeding, Boeing may terminate the B787 airplane program,
including any orders, by written notice to Spirit. In the event
of such a termination, Boeing will be liable to Spirit for costs
incurred in connection with any orders issued prior to the date
of the termination notice and may also be liable for certain
termination costs and for compensation for any tools, raw
materials or
work-in-process
requested by Boeing in connection with the termination.
Events of Default and Remedies. It is an
event of default under the B787 Supply Agreement if
Spirit:
(1) fails to deliver products as required by the B787
Supply Agreement;
(2) breaches the provisions of the B787 Supply Agreement
relating to intellectual property and proprietary information;
(3) participates in the sale, purchase or manufacture of
airplane parts without the required approval of the FAA or
appropriate foreign regulatory agency;
(4) defaults under certain requirements to maintain a
system of quality assurance;
(5) 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);
(6) is unable to pay its debts as they become due,
dissolves or declares bankruptcy;
(7) fails to comply with U.S. export control
laws; or
(8) breaches the assignment provisions of the B787 Supply
Agreement (which breach continues for more than 10 days
after notice is received from Boeing).
If an event of default occurs, Boeing has the right to exercise
various remedies set forth in the B787 Supply Agreement,
including the right to manufacture or to otherwise obtain
substitute products, cancel any or all outstanding orders under
the B787 Supply Agreement
and/or
terminate the B787 Supply Agreement. Before terminating any
order or the B787 Supply Agreement, Boeing is required to work
with Spirit to attempt to agree on a satisfactory recovery plan.
Boeing may also require Spirit to transfer tooling, raw
material,
work-in-process
and other inventory and certain intellectual property to Boeing
in return for reasonable compensation.
11
Assignment. Spirit may not assign its rights
under the B787 Supply Agreement or any related order other than
with Boeings consent, which Boeing may not unreasonably
withhold unless the assignment is to a disqualified person. A
disqualified person is one: (1) whose principal business is
as an OEM of commercial aircraft, space vehicles, satellites or
defense systems; (2) that Boeing reasonably believes will
not be able to perform its obligations under the B787 Supply
Agreement; (3) that, after giving effect to the
transaction, would be a supplier of more than 40% by value of
the major structural components of any Boeing program then in
production; or (4) who is, or is an affiliate of, a
commercial airplane operator or is one of five named corporate
groups. Sale of majority voting power or of all or substantially
all of Spirits assets to a disqualified person is
considered an assignment.
License
of Intellectual Property
Supply Agreement. All technical work product
and works of authorship produced by or for Spirit with respect
to any work performed by or for Spirit pursuant to the Supply
Agreement are the exclusive property of Boeing. All inventions
conceived by or for Spirit with respect to any work performed by
or for Spirit pursuant to the Supply Agreement and any patents
claiming such inventions are the exclusive property of Spirit,
except that Boeing will own any such inventions that Boeing
reasonably believes are applicable to the B787 platform, and
Boeing may seek patent protection for such B787 inventions or
hold them as trade secrets, provided that, if Boeing does not
seek patent protection, Spirit may do so.
Except as Boeing otherwise agrees, Spirit may only use Boeing
proprietary information and materials (such as tangible and
intangible confidential, proprietary
and/or trade
secret information and tooling) in the performance of its
obligations under the Supply Agreement. Spirit is prohibited
from selling products manufactured using Boeing proprietary
information and materials to any person other than Boeing
without Boeings authorization.
Spirit has granted to Boeing a license to Spirit proprietary
information and materials and software and related products for
use in connection with the testing, certification, use, sale or
support of a product covered by the Supply Agreement, or the
manufacture, testing, certification, use, sale or support of any
aircraft including
and/or
utilizing a product covered by the Supply Agreement. Spirit has
also granted to Boeing a license to use Spirit intellectual
property to the extent such intellectual property interferes
with Boeings use of products or intellectual property
belonging to Boeing under the Supply Agreement.
To protect Boeing against Spirits default, Spirit has
granted to Boeing a license, exercisable on such default to
practice
and/or use,
and license for others to practice
and/or use
on Boeings behalf, Spirits intellectual property and
tooling related to the development, production, maintenance or
repair of products in connection with making, using and selling
products. As a part of the foregoing license, Spirit must, at
the written request of and at no additional cost to Boeing,
promptly deliver to Boeing any such licensed property considered
by Boeing to be necessary to exercise Boeings rights under
the license.
B787 Supply Agreement. The B787 Supply
Agreement establishes three classifications for patented
invention and proprietary information: (1) intellectual
property developed by Spirit during activity under the B787
Supply Agreement, or Spirit IP; (2) intellectual property
developed jointly by Boeing and Spirit during that activity, or
Joint IP; and (3) all other intellectual property developed
during activity under the B787 Supply Agreement, or Boeing IP.
Boeing may use Spirit IP for work on the B787 program and Spirit
may license it to third parties for work on such program. Spirit
may also not unreasonably withhold consent to the license of
such intellectual property to third parties for work on other
Boeing programs, provided that it may require a reasonable
royalty to be paid and, with respect to commercial airplane
programs, that Spirit has been offered an opportunity, to the
extent commercially feasible, to work on such programs.
Each party is free to use Joint IP in connection with work on
the B787 and other Boeing programs, but each must obtain the
consent of the other to use it for other purposes. If either
party wishes to license Joint IP to a third party for work on a
Boeing program other than the B787, then the other party may
require a reasonable royalty, but may not unreasonably withhold
its consent, as long as (if the program in question is another
Boeing commercial airplane program) Spirit has been offered an
opportunity, to the extent commercially feasible, to perform
work for the particular program.
12
Spirit is entitled to use Boeing IP for the B787 program, and
may require Boeing to license it to subcontractors for the same
purpose.
Additional License From Boeing. Boeing has
licensed certain intellectual property rights to Spirit under a
Hardware Material Services General Terms Agreement, or HMSGTA,
and four initial Supplemental License Agreements, or SLAs, under
the HMSGTA. The HMSGTA and the initial SLAs grant Spirit
licenses to use Boeing intellectual property to manufacture
listed parts for the aftermarket and to perform maintenance,
repair and overhaul, or MRO, of aircraft and aircraft components
for customers other than Boeing. These agreements also permit
Spirit to use know-how obtained by Spirit personnel prior to the
closing of the Boeing Acquisition. Spirit also may obtain
additional SLAs from Boeing and those SLAs will also supersede
the restrictions on Spirits use of Boeings
proprietary information and materials described above.
Our
Products
We are organized into three principal reporting segments:
(1) Fuselage Systems, which include the forward, mid, and
rear fuselage sections, (2) Propulsion Systems, which
include nacelles, struts/pylons and engine structural components
and (3) Wing Systems, which include facilities in Tulsa and
McAlester, Oklahoma and Prestwick, Scotland that manufacture
wings, wing components, flight control surfaces, and other
miscellaneous structural parts. All other activities fall within
the All Other segment, principally made up of sundry sales of
miscellaneous services and sales of natural gas through a
tenancy-in-common
with other Wichita companies. Fuselage Systems, Propulsion
Systems, Wing Systems and All Other represented approximately
46%, 28%, 25% and 1%, respectively, of our revenues for the
period ended December 31, 2007.
Commercial
Aircraft Structures
We principally design, engineer and manufacture commercial
aircraft structures such as fuselages, nacelles (including
thrust reversers), struts/pylons, wings and wing assemblies and
flight control surfaces. We are the largest independent supplier
of aerostructures to both Boeing and Airbus. Sales related to
the large commercial aircraft market, some of which may be used
in military applications, represent approximately 99% of our
combined revenues for the twelve months ended December 31,
2007.
Our structural components, in particular the forward fuselage
and nacelles, are among the most complex and highly engineered
structural components and represent a significant percentage of
the costs of each aircraft. We are currently the sole-source
supplier of 95% of the products we sell to Boeing and Airbus, as
measured by dollar value of products sold. We typically sell a
package of aerostructure components, referred to as a ship set,
to our customers.
13
The following table summarizes the major commercial (including
derivatives, regional and announced business jets) programs that
we currently have under long-term contract by product and
aircraft platform.
|
|
|
|
|
Product
|
|
Description
|
|
Aircraft Platform
|
|
Fuselage Systems
|
|
|
|
|
Forward Fuselage
|
|
Forward section of fuselage which houses flight deck, passenger
cabin and cargo area
|
|
B737, B747, B767, B777, B787
|
Other Fuselage Sections
|
|
Mid-section and other sections of the fuselage and certain other
structural components, including floor beams
|
|
B737, B747, B777
|
Propulsion Systems
|
|
|
|
|
Nacelles (including Thrust Reversers)
|
|
Aerodynamic structure surrounding engines
|
|
B737, B747, B767, B777
|
Struts/Pylons
|
|
Structure that connects engine to the wing
|
|
B737, B747, B767, B777, B787
|
Wing Systems
|
|
|
|
|
Flight Control Surfaces
|
|
Flaps and slats
|
|
B737, B777, A320 family
|
Empennages
|
|
Empennage horizontal stabilizer and vertical fin and spar
assemblies
|
|
B737, Hawker Beechcraft 800 series
|
Wing Structures
|
|
Wing framework which consists mainly of spars, ribs, fixed
leading edge, stringers, trailing edges and flap track beams
|
|
B737, B747, B767, B777, B787, A320 family, A330, A340, A380
|
In addition to the February 2008 Cessna announcement of its
selection of Spirit as the supplier for the fuselage and
empennage on the new Cessna large cabin business jet, we have
won contracts for three other business jet packages on which we
expect to commence deliveries in 2008 through 2012.
Military
Equipment
In addition to providing aerostructures to large commercial
aircraft, we also design, engineer and manufacture structural
components for military aircraft. We have been awarded a
significant amount of work for the 737
P-8A and 737
C40. The 737
P-8A and 737
C40 are commercial aircraft modified for military use. Other
military programs for which we provide products are KC-135,
V-22, and the development of the
CH-53K.
The following table summarizes the major military programs that
we currently have under long-term contract by product and
military platform. Rotorcraft is part of the Fuselage Systems
segment and low observables and other military are part of the
Wing Systems segment.
|
|
|
|
|
Product
|
|
Description
|
|
Military Platform
|
|
Low Observables
|
|
Radar absorbent and translucent materials
|
|
Various
|
Rotorcraft
|
|
Forward cockpit and cabin
|
|
Sikorsky- CH-53K Development Program
|
Other Military
|
|
Fabrication, bonding, assembly, testing, tooling, processing,
engineering analysis, and training
|
|
KC-135, V-22, E-6, and Various
|
Aftermarket
Although we primarily manufacture aerostructures for OEMs, we
intend to increase our aftermarket sales of the products we
manufacture. We have developed a direct sales and marketing
channel for our aftermarket business.
14
In September 2006, we entered into a five-year distribution
agreement with Aviall Services, Inc., or Aviall, a provider of
global parts distribution and supply-chain services for the
aerospace industry and a wholly owned subsidiary of Boeing,
pursuant to which Aviall will serve as our exclusive distributor
of certain aftermarket products worldwide, excluding the United
States and Canada. We have obtained parts manufacturing
approvals from the FAA for approximately 7,000 parts which allow
us to sell spare parts directly to airlines and maintenance,
repair and overhaul (MRO) organizations. In
addition, our Wichita and Tulsa facilities are FAA repair
station certified and have full technical capability to provide
MRO services. Starting in mid-2008, Spirits Europe
facility in Prestwick, Scotland will perform repair services
supporting the European and Middle East regions.
The following table summarizes our aftermarket products and
services.
|
|
|
|
|
Product
|
|
Description
|
|
Aircraft Platform(1)
|
|
Spares
|
|
Provides replacement parts and components support
|
|
B737, B747, B767, B777, A320
|
Maintenance, Repair and Overhaul
|
|
FAA certified repair stations that provide complete on-site
nacelle repair and overhaul; maintains global partnerships to
support MRO services
|
|
B737, B777
|
|
|
|
(1) |
|
The Company also has the opportunity to produce spares for
certain out-of-production aircraft and is under contract to
provide spares for the B787 and A380. |
Segment
Information
Spirit operates in three principal segments: Fuselage Systems,
Propulsion Systems and Wing Systems. Essentially all revenues in
the three principal segments are with Boeing, with the exception
of Wing Systems, which includes revenues from Airbus and other
customers. All other activities fall within the All Other
segment, principally made up of sundry sales of miscellaneous
services and sales of natural gas through a
tenancy-in-common
with other Wichita companies. The Companys primary
profitability measure to review a segments operating
performance is segment operating income before unallocated
corporate selling, general and administrative expenses and
unallocated research and development. Unallocated corporate
selling, general and administrative expenses include centralized
functions such as accounting, treasury and human resources that
are not specifically related to our operating segments and are
not allocated in measuring the operating segments
profitability and performance and operating margins.
Spirits Fuselage Systems segment includes development,
production and marketing of forward, mid- and rear fuselage
sections and systems, primarily to aircraft OEMs, as well as
related spares and MRO services.
Spirits Propulsion Systems segment includes development,
production and marketing of struts/pylons, nacelles (including
thrust reversers) and related engine structural components
primarily to aircraft or engine OEMs, as well as related spares
and MRO services.
Spirits Wing Systems segment includes development,
production and marketing of wings and wing components (including
flight control surfaces) as well as other miscellaneous
structural parts primarily to aircraft OEMs, as well as related
spares and MRO services. These activities take place at the
Companys facilities in Tulsa and McAlester, Oklahoma and
Prestwick, Scotland.
The Companys segments are consistent with the organization
and responsibilities of management reporting to the chief
operating decision-maker for the purpose of assessing
performance. The Companys definition of segment operating
income differs from operating income as presented in its primary
financial statements and a reconciliation of the segment and
consolidated results is provided in the table set forth below.
Most selling, general and administrative expenses, and all
interest expense or income, related financing costs and income
tax amounts, are not allocated to the operating segments.
While some working capital accounts are maintained on a segment
basis, much of the Companys assets are not managed or
maintained on a segment basis. Property, plant and equipment,
including tooling, is used in the design
15
and production of products for each of the segments and,
therefore, is not allocated to any individual segment. In
addition, cash, prepaid expenses, other assets and deferred
taxes are maintained and managed on a consolidated basis and
generally do not pertain to any particular segment. Raw
materials and certain component parts are used in the production
of aerostructures across all segments.
Work-in-process
inventory is identifiable by segment, but is managed and
evaluated at the program level. As there is no segmentation of
the Companys productive assets, depreciation expense
(included in fixed manufacturing and engineering costs) and
capital expenditures, no allocation of these amounts has been
made solely for purposes of segment disclosure requirements.
Segment data is not presented for periods prior to the Boeing
Acquisition as Boeing Wichita did not maintain separate business
segments.
The following table shows segment information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from
|
|
|
|
|
|
|
|
|
|
June 17, 2005 through
|
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
December 29, 2005
|
|
|
|
(Dollars in millions)
|
|
|
Segment Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuselage Systems
|
|
$
|
1,790.7
|
|
|
$
|
1,570.0
|
|
|
$
|
637.7
|
|
Propulsion Systems
|
|
|
1,063.6
|
|
|
|
887.7
|
|
|
|
372.2
|
|
Wing Systems(2)
|
|
|
985.5
|
|
|
|
720.3
|
|
|
|
170.0
|
|
All Other
|
|
|
21.0
|
|
|
|
29.7
|
|
|
|
27.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,860.8
|
|
|
$
|
3,207.7
|
|
|
$
|
1,207.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Operating Income (Loss)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuselage Systems
|
|
$
|
317.6
|
|
|
$
|
112.5
|
|
|
$
|
43.7
|
|
Propulsion Systems
|
|
|
174.2
|
|
|
|
33.7
|
|
|
|
24.5
|
|
Wing Systems(2)
|
|
|
111.3
|
|
|
|
11.8
|
|
|
|
5.1
|
|
All Other
|
|
|
2.5
|
|
|
|
4.3
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
605.6
|
|
|
|
162.3
|
|
|
|
72.1
|
|
Unallocated corporate SG&A(3)
|
|
|
(181.6
|
)
|
|
|
(216.5
|
)
|
|
|
(138.9
|
)
|
Unallocated research and development
|
|
|
(4.8
|
)
|
|
|
(2.1
|
)
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income (loss)
|
|
$
|
419.2
|
|
|
$
|
(56.3
|
)
|
|
$
|
(67.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
2006 operating income for Fuselage Systems, Propulsion Systems,
Wing Systems and All Other includes Union Equity Plan (UEP)
charges of $172.9, $103.1, $44.9, and $1.0, respectively. |
|
(2) |
|
Wing Systems includes Spirit Europe, which was acquired on
April 1, 2006. |
|
(3) |
|
Included in 2006 unallocated corporate SG&A expenses are
fourth quarter charges of $4.0 million related to the
termination of the intercompany agreement with Onex and
$4.3 million related to the Executive Incentive Plan. Both
of these charges relate to the Companys IPO. |
Sales and
Marketing
We have established a sales and marketing infrastructure to
support our efforts to reach new customers, expand our business
with existing customers and win new business in three sectors of
the aerostructures industry: (1) large commercial
airplanes, (2) business and regional jets and
(3) military/helicopter. Our sales and marketing unit is
comprised of approximately 30 employees. Our employees are
organized by focus areas: a marketing team that performs
research and analysis on market trends, sector strategies,
customers and competitors, and a sales team led by sales
directors assigned to establish and maintain relationships with
each key customer. The sales and marketing teams provide support
and work closely with salespeople in the individual business
units to ensure a consistent, single message approach with
customers.
16
Due to (1) our long-term contracts with Boeing and Airbus
on existing and new programs such as the B737, B787, A320 and
A380, (2) the OEMs desires to limit supplier
concentration, and (3) the industry practice of rarely
changing a third-party aerostructures supplier once a program
has been implemented due to the high switching costs, we are
able to minimize our marketing efforts on these specific
programs. However, our marketing team continues to research and
analyze trends in new product development and our sales team
maintains regular contact with key Boeing and Airbus
decision-makers to sustain strong relationships with, and
position ourselves to win new business from, both companies.
Prior to the Boeing Acquisition, as an internal Boeing supplier,
we were unable to pursue non-Boeing OEM business. As an
independent company, we have opportunities to increase our sales
to other OEMs in the large commercial airplane, business and
regional jet and military/helicopter sectors. To win new
customers, we market our mix of engineering expertise in the
design and manufacture of aerostructures, our advanced
manufacturing capabilities with both composites and metals, and
our competitive cost structure.
We have established a customer contact database to maximize our
interactions with existing and potential customers. We are also
successfully building a positive identity and name recognition
for the Spirit brand through advertising, trade shows,
sponsorships and Spirit customer events.
Prior to the Boeing Acquisition, we were dependent upon
Boeings Commercial Aviation Services organization to
provide entry into the aftermarket business. We are now able to
provide aftermarket support directly to airlines and are in the
process of developing the necessary expertise and customer
relationships and alliances within this sector of the business.
Customers
Our primary customers are aircraft OEMs. Boeing and Airbus are
our two largest customers, and we are the largest independent
aerostructures supplier to both companies. We entered into
long-term supply agreements with our customers to provide
aerostructure products to aircraft programs. Currently,
virtually all of the products we sell are under long-term
contracts and 95% of those products, as measured by dollar value
of product sold, are supplied by us on a sole-sourced basis.
We have good relationships with our customers due to our diverse
product offerings, leading design and manufacturing capabilities
using both metallic and composite materials, and competitive
pricing.
Boeing. For the twelve months ended
December 31, 2007, approximately 87% of our revenues were
from sales to Boeing. We have a strong relationship with Boeing
given our predecessors 75+ year history as a Boeing
division. Many members of our senior management team are former
Boeing executives who have longstanding relationships with
Boeing and continue to work closely with Boeing. As part of the
Boeing Acquisition, we entered into a long-term supply agreement
under which we are Boeings exclusive supplier for
substantially all of the products and services provided by
Boeing Wichita prior to the Boeing Acquisition for the life of
the programs. In addition, Boeing selected us to be the design
leader for the Boeing B787 forward fuselage based in part on our
expertise with composite technologies.
We believe our relationship with Boeing is unmatched in the
industry and will allow us to continue to be an integral partner
with Boeing in the designing, engineering and manufacturing of
complex aerostructures.
Airbus. For the twelve months ended
December 31, 2007, approximately 10% of our revenues were
from sales to Airbus. As a result of the BAE Acquisition, we
have become the largest independent aerostructures supplier to
Airbus. Under our supply agreements with Airbus, we supply most
of our products for the life of the aircraft program, including
commercial derivative models, with pricing determined through
2010. For the A380, we have a long-term supply contract with
Airbus that covers a fixed number of units. We believe we can
leverage our relationship with Airbus and history of delivering
high-quality products to further increase our sales to Airbus
and continue to partner with Airbus on new programs going
forward.
17
Although most of our revenues are obtained from sales inside the
U.S., we generated $428.5 million in sales to international
customers for the twelve months ended December 31, 2007,
primarily to Airbus. Revenues for the twelve months ended
December 31, 2006, include nine months of revenues
following our acquisition of BAE Aerostructures. The following
chart illustrates the split between domestic and foreign sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Period from June 17, 2005
|
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
Through December 29, 2005
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
Total
|
|
|
|
|
|
Percent of Total
|
|
Revenue Source
|
|
Net Sales
|
|
|
Net Sales
|
|
|
Net Sales
|
|
|
Net Sales
|
|
|
Net Sales
|
|
|
Net Sales
|
|
|
United States
|
|
$
|
3,432.3
|
|
|
|
89
|
%
|
|
$
|
2,953.6
|
|
|
|
92
|
%
|
|
$
|
1,207.6
|
|
|
|
100
|
%
|
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
|
|
402.2
|
|
|
|
10
|
|
|
|
254.0
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
26.3
|
|
|
|
1
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total International
|
|
|
428.5
|
|
|
|
11
|
|
|
|
254.1
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
$
|
3,860.8
|
|
|
|
100
|
%
|
|
$
|
3,207.7
|
|
|
|
100
|
%
|
|
$
|
1,207.6
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The international revenue is included primarily in the Wing
Systems segment. All other segment revenues are from
U.S. sales. Approximately 10% of our total assets based on
book value are located in the United Kingdom as part of Spirit
Europe with less than 1% of the remaining assets located in
countries outside the United States.
Expected
Backlog
As of December 31, 2007, our expected backlog associated
with Boeing and Airbus deliveries through 2011, calculated based
on contractual product prices and expected delivery volumes, was
approximately $26.5 billion, based on Boeing and Airbus
published schedules. This is an increase of $7.3 billion
over our corresponding estimate as of the end of 2006 which
reflects strong orders at Boeing and Airbus. Backlog is
calculated based on the number of units Spirit is under contract
to produce on our fixed quantity contracts, and Boeing or Airbus
announced backlog on our requirements contracts. The number of
units may be subject to cancellation or delay by the customer
prior to shipment, depending on contract terms. The level of
unfilled orders at any given date during the year may be
materially affected by the timing of our receipt of firm orders
and additional airplane orders, and the speed with which those
orders are filled. Accordingly, our expected backlog as of
December 31, 2007, may not necessarily represent the actual
amount of deliveries or sales for any future period.
Manufacturing
and Engineering
Manufacturing
Our expertise is in designing, engineering and manufacturing
large-scale, complex aerostructures. We maintain four
state-of-the-art manufacturing facilities in Wichita, Kansas;
Tulsa, Oklahoma; McAlester, Oklahoma; and Prestwick, Scotland
(acquired in April 2006). A fifth manufacturing plant in Subang,
Malaysia is expected to be fully operational early in 2009.
Following the Boeing Acquisition, we realigned our manufacturing
operations to reduce costs and improve efficiency. We increased
productivity, entered into new labor contracts with our unions
that established wage levels that are in-line with the local
market, changed work rules and significantly reduced the number
of job categories, resulting in greater manufacturing
flexibility in work assignments. Additionally, we are working to
realign our supply base to more fully utilize low-cost, capable
suppliers. We continually strive to improve productivity and
reduce costs.
Our core manufacturing competencies include:
|
|
|
|
|
composites design and manufacturing processes;
|
|
|
|
leading mechanized and automated assembly and fastening
techniques;
|
|
|
|
large-scale skin fabrication using both metallic and composite
materials;
|
|
|
|
chemical etching and metal bonding expertise;
|
18
|
|
|
|
|
monolithic structures technology; and
|
|
|
|
precision metal forming producing complex contoured shapes in
sheet metal and extruded aluminum.
|
Our manufacturing expertise is supported by our state-of-the-art
equipment. We have over 20,000 major pieces of equipment
installed in our customized manufacturing facilities. For
example, for the manufacture of the B787 composite forward
fuselage, we installed a 30-foot diameter by 70-foot long
autoclave, which is one of the largest autoclaves in the world.
An autoclave is an enclosure device that generates controlled
internal heat and pressure conditions used to cure and bond
certain resins and is used in the manufacture of composite
structures. We intend to continue to make the appropriate
investments in our facilities to support and maintain our
industry-leading manufacturing expertise.
Engineering
We have approximately 940 degreed engineering and technical
employees, including over 160 degreed contract engineers. In
addition, we have access to 120 degreed engineers from
Spirit-Progresstech LLC, a joint venture we entered into with
Progresstech LTD of Moscow, Russia in November 2007, initially
to perform engineering consulting services. We also employ 23
technical fellows, who are experts in engineering and keep the
Company current with new technology by producing technical
solutions for new and existing products and processes; eight FAA
designated engineering representatives, or DERs, experienced
engineers appointed by the FAA to approve engineering data used
for certification; and nine authorized representatives, who
possess the same qualifications and perform the same
certification functions as DERs, but with authority from the
Boeing Certification and Compliance organization. The primary
purpose of the engineering organization is to provide continuous
support for ongoing design, production and process improvements.
We possess a broad base of engineering skills in metal and
composite fabrication and assembly, chemical processing and
finishing, tooling design and development, and quality and
precision measurement technology, systems and controls.
Our engineering organization is composed of four primary groups,
including: (1) Structures Design and Drafting, which
focuses on production support, customer introductions,
design-for-manufacturing and major product derivatives;
(2) Structures Technology, which focuses on overall
structural integrity over the lifecycle of the airframe through
stress and durability analysis, damage tolerance analysis and
vibration testing; (3) Manufacturing Engineering,
responsible for applying lean manufacturing techniques,
interpreting design drawings and providing manufacturing
sequence work plans; and (4) Liaison, Lab and Materials,
Processes and Standards, which conducts research into defects
discovered by quality assurance through analytical chemistry,
metallurgical, static and dynamic testing and full-scale testing.
We believe our leading engineering capabilities are a key
strategic factor differentiating us from certain of our
competitors.
Research
and Development
We believe that world-class research and development helps to
maintain our position as an advanced partner to OEMs new
product development teams. As a result, we spend significant
capital and financial resources on our research and development,
including approximately $52.3 million during the year ended
December 31, 2007 and approximately $104.7 million
during the year ended December 31, 2006. Through our
research, we strive to develop unique intellectual property and
technologies that will improve our OEM customers products
and, at the same time, position us to win work on new products.
Our development effort, which is an ongoing process that helps
us reduce production costs and streamline manufacturing, is
currently focused on preparing for initial production of new
products and improving manufacturing processes on our current
work.
Our research and development is geared toward the architectural
design of our principal products: fuselage systems, propulsion
systems and wing systems. We are currently focused on research
in areas such as advanced metallic joining, low-cost composites,
acoustic attenuation, efficient structures, systems integration,
advanced design and analysis methods, and new material systems.
We collaborate with universities, research facilities and
technology partners in our research and development.
19
Suppliers
and Materials
The principal raw materials used in our manufacturing operations
are aluminum, titanium and composites. We also use purchased
products such as machined parts, sheet metal parts, non-metallic
parts and assemblies. In addition, we purchase assemblies and
subassemblies from various manufacturers which are used in the
final aerostructure assembly.
Currently we have over 1,000 active suppliers with no one
supplier representing more than 4% of our cost of goods sold.
Our strategy is to enter into long-term supply contracts with
our largest suppliers to secure competitive pricing. Our
exposure to rising raw material prices is somewhat limited due
to raw materials purchase contracts which are either based on
fixed pricing or priced at reduced rates through Boeings
or Airbus high-volume purchase contracts for such raw
materials.
Although we believe our material costs are competitive, we
continue to seek ways to further reduce these costs. We have
begun a global sourcing initiative to increase the amount of
material sourced from low-cost countries in Asia and Central
Europe. Historically, Boeing Wichita and BAE Aerostructures
purchased certain parts from other Boeing or BAE Systems
facilities, respectively, since they operated as divisions of
Boeing and BAE Systems, respectively. We believe we can achieve
cost savings by reducing the amount of parts that we purchase
from Boeing and BAE Systems. Following the Boeing Acquisition,
we have been free to contract with third parties for, or to
produce internally, the parts that Boeing historically supplied.
Although our current supply contracts with various BAE Systems
business units expire over the next several years, we expect to
have similar opportunities to contract for those parts currently
sourced from BAE Systems. We have begun to prepare for these
opportunities with the groundbreaking of our facility in
Malaysia.
Environmental
Matters
Our operations and facilities are subject to various
environmental laws and regulations governing, among other
matters, the emission, discharge, handling and disposal of
hazardous materials, the investigation and remediation of
contaminated sites, and permits required in connection with our
operations. Our operations are designed, maintained and operated
to promote protection of human health and the environment.
Although we believe that our operations and facilities are in
material compliance with applicable environmental and worker
protection laws and regulations, management cannot provide
assurance that future changes in such laws, or in the nature of
our operations will not require us to make significant
additional expenditures to ensure continued compliance. Further,
we could incur substantial costs, including cleanup costs, fines
and sanctions, and third-party property damage or personal
injury claims as a result of violations of or liabilities under
environmental laws, relevant common law or the environmental
permits required for our operations.
United
States
Under some environmental laws in the United States, a current or
previous owner or operator of a contaminated site may be held
liable for the entire cost of investigation, removal or
remediation of hazardous materials at such property, whether or
not the owner or operator knew of, or was responsible for, the
presence of such hazardous materials. Persons who arrange for
disposal or treatment of hazardous materials also may be liable
for the costs of investigation, removal or remediation of those
substances at a disposal or treatment site, regardless of
whether the affected site is owned or operated by them. Because
we own
and/or
operate a number of facilities that have a history of industrial
or commercial use and because we arrange for the disposal of
hazardous materials at many disposal sites, we may and do incur
costs for investigation, removal and remediation.
The Asset Purchase Agreement for the Boeing Acquisition,
referred to herein as the Asset Purchase Agreement,
provides, with limited exceptions, that Boeing is responsible
for environmental liabilities relating to conditions existing at
the Wichita, Kansas and Tulsa and McAlester, Oklahoma facilities
as of the Boeing Acquisition date. For example, Boeing is
subject to an administrative consent order issued by the Kansas
Department of Health and Environment to contain and
clean-up
contaminated groundwater, which underlies a majority of the
Wichita site. Pursuant to the KDHE order, Boeing has a long-term
remediation plan in place, and containment and remediation
efforts are underway. We are responsible for any environmental
conditions that we cause at these facilities after the closing
of the Boeing Acquisition.
20
United
Kingdom
In the United Kingdom, remediation of contaminated land may be
compelled by the government in certain situations. If a property
is to be redeveloped, in its planning role, the local authority
may require remediation as a condition to issuing a permit. In
addition, in situations in which the contamination is causing
harm to human health or polluting the environment, the local
authority may use its environmental legislative powers to force
remediation so that the environmental standards are
suitable for use. If contamination is polluting the
property of a third party or causing loss, injury or damage, the
third party may file an action in common law based on negligence
or nuisance to recover the value of the loss, injury or damage
sustained.
Prestwick Facility. BAE Systems indemnified us
for any
clean-up
costs for environmental liabilities caused by existing pollution
at the Prestwick facility, existing pollution that migrates from
the Prestwick facility to a third partys property and any
pollution that migrates to the Prestwick facility from the
property retained by BAE Systems. Subject to certain exceptions,
the indemnity extends until April 1, 2013, and is subject
to an aggregate liability cap of $78.3 million. As of
December 31, 2007, we do not anticipate reaching the
liability cap.
Competition
Although we are the largest aerostructures supplier with an
estimated 20% market share, the aerostructures market remains
highly fragmented. Competition in the aerostructures market is
intense. Our primary competition comes from either work
performed by internal divisions of OEMs or third-party
aerostructures suppliers.
Our principal competitors among OEMs may include Airbus S.A.S.,
Boeing, Dassault Aviation, Embraer Brazilian Aviation Co.,
Gulfstream Aerospace Co., Lockheed Martin Corp., Northrop
Grumman Corporation, Hawker Beechcraft Company and Textron Inc.
These OEMs may choose not to outsource production of
aerostructures due to, among other things, their own direct
labor and other overhead considerations and capacity utilization
at their own facilities. Consequently, traditional factors
affecting competition, such as price and quality of service, may
not be significant determinants when OEMs decide whether to
produce parts in-house or to outsource them.
Our principal competitors among non-OEM aerostructures suppliers
are Alenia Aeronautica, Fuji Aerospace Technology Co., Ltd., GKN
Aerospace, The Goodrich Corporation, Kawasaki Precision
Machinery (U.S.A.), Inc., Mitsubishi Electric Corporation, Saab
AB, Snecma, Triumph Group, Inc. and Vought Aircraft Industries.
Our ability to compete for new aerostructures contracts depends
upon (1) our design, engineering and manufacturing
capabilities, (2) our underlying cost structure,
(3) our relationship with OEMs, and (4) our available
manufacturing capacity.
Employees
As of December 31, 2007, we had 13,089 employees,
including contract labor, located in our three
U.S. facilities. Approximately 80% of our
U.S. employees are represented by five unions. All of our
unions in the U.S. have entered into new collective
bargaining agreements since the time of the Boeing Acquisition,
with an average initial duration of five years. Our largest
union is the International Association of Machinists and
Aerospace Workers (IAM), which represents approximately
6,150 employees, or 47% of the U.S. workforce. This
union contract is in effect through June 25, 2010. The
Society of Professional Engineering Employees in
Aerospace Wichita Technical and Professional Unit
(SPEEA) represents approximately 2,390 employees, or 18% of
the workforce. This union contract is in effect through
July 11, 2011. The International Union, United Automobile,
Aerospace & Agricultural Implement Workers of America
(UAW), represents approximately 1,130 employees or 9% of
the workforce. This union contract is in effect through
November 30, 2010. The Society of Professional Engineering
Employees in Aerospace Wichita Engineering Unit
represents approximately 680 employees or 5% of the
workforce. This union contract is in effect through
July 11, 2009. The International Brotherhood of Electrical
Workers, or IBEW, represents approximately 178 employees,
or 1% of the workforce. This union contract is in effect through
September 17, 2010.
Under each of our U.S. collective bargaining agreements, we
are required to meet with collective bargaining agents for the
union in 2008 to discuss the terms and conditions of the
agreement. However, we have no obligation
21
to agree to any changes to the terms and conditions of the
agreement and employees have no right to strike in the event we
do not agree to any such changes.
As of December 31, 2007, we had 898 employees located
in our two U.K. facilities. Approximately 430 employees, or
48% of our U.K. employees are represented by one union, Amicus.
We have entered into a labor agreement with Amicus, the terms of
which are generally negotiated on a yearly basis. Wages are
typically the subject of our negotiations, while the other terms
usually remain the same from year to year until both parties
agree to change them (either separately or in the aggregate).
We consider our relationships with our employees to be
satisfactory.
Government
Contracts
Companies engaged in supplying defense-related equipment and
services to U.S. government agencies, either directly or by
subcontract, are subject to business risks specific to the
defense industry. These risks include the ability of the
U.S. government to unilaterally: (1) suspend or debar
us from receiving new prime contracts or subcontracts;
(2) terminate existing contracts; (3) reduce the value
of existing contracts; (4) audit our contract-related costs
and fees, including allocated indirect costs; and
(5) control and potentially prohibit the export of our
products.
Most U.S. government contracts for which we subcontract can
be terminated by the U.S. government either for its
convenience or if the prime contractor defaults by failing to
perform under the contract. In addition, the prime contractor
typically has the right to terminate our subcontract for its
convenience or if we default by failing to perform under the
subcontract. Termination for convenience provisions generally
provide only for our recovery of costs incurred or committed,
settlement expenses and profit on the work completed prior to
termination. Termination for default provisions generally
provide for the subcontractor to be liable for excess costs
incurred by the prime contractor in procuring undelivered items
from another source.
Foreign
Ownership, Control or Influence
Under the U.S. Governments National Industry Security
Program Operating Manual, or NISPOM, the U.S. government
will not award contracts to companies under foreign ownership,
control or influence, or FOCI, where DoD Facility Security
Clearances, or FSC, are required, unless certain
mitigation measures are put in place. The purpose of
the FOCI mitigation measures is to protect cleared
U.S. defense contractors against improper FOCI.
Spirit has been cleared to the secret level under a
Special Security Agreement, or SSA, which is one of the
recognized FOCI mitigation measures under the NISPOM and we are
in the process of obtaining such clearance for Spirit Holdings.
As a cleared entity, we must comply with the requirements of our
SSA, the NISPOM and any other applicable U.S. government
industrial security regulations (which could apply depending on
our contracts). Failure to follow the requirements of the SSA,
the NISPOM or any other applicable U.S. government
industrial security regulations could, among other things,
result in termination of our FSC, which in turn would preclude
us from being awarded classified contracts or, under certain
circumstances, performing on our existing classified contracts.
Governmental
Regulations
The commercial aircraft component industry is highly regulated
by both the FAA in the United States, the JAA in Europe and
other agencies throughout the world. The military aircraft
component industry is governed by military quality
specifications. We, and the components we manufacture, are
required to be certified by one or more of these entities or
agencies, and, in some cases, by individual OEMs, to engineer
and service parts and components used in specific aircraft
models.
We must also satisfy the requirements of our customers,
including OEMs and airlines that are subject to FAA regulations,
and provide these customers with products and services that
comply with the government regulations applicable to commercial
flight operations. In addition, the FAA requires that various
maintenance routines be performed on aircraft components. We
believe that we currently satisfy or exceed these maintenance
standards in our repair and overhaul services. We also maintain
several FAA approved repair stations.
22
The technical data and components used in the manufacture and
production of our products, as well as many of the products and
technical data we export, either as individual items or as
components incorporated into aircraft, are subject to compliance
with U.S. export control laws. Collaborative agreements
that we may have with foreign persons, including manufacturers
or suppliers, are also subject to U.S. export control laws.
Our operations are also subject to a variety of worker and
community safety laws. The Occupational Safety and Health Act,
or OSHA, mandates general requirements for safe workplaces for
all employees. In addition, OSHA provides special procedures and
measures for the handling of certain hazardous and toxic
substances. Our management believes that our operations are in
material compliance with OSHAs health and safety
requirements.
Available
Information
The Companys Internet address is www.spiritaero.com. The
content on the Companys website is available for
information purposes only. It should not be relied upon for
investment purposes, nor is it incorporated by reference into
this Annual Report.
The Company makes available through its Internet website under
the heading Investor Relations, its Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q,
current reports on
Form 8-K,
Annual Proxy Statements and amendments to those reports after it
electronically files such materials with the Securities and
Exchange Commission. Copies of the Companys key corporate
governance documents, including its Corporate Governance
Guidelines, Code of Ethics and Business Conduct, and charters
for the Audit Committee and the Compensation Committee are also
on the Companys website. Stockholders may request free
copies of these documents, including our Annual Report to
Shareholders, from the Investor Relations Department by writing
to Spirit AeroSystems, Investor Relations,
P.O. Box 780008, Wichita, KS,
67278-0008,
or by calling
(316) 526-1700
or by sending an
e-mail
request to investorrelations@spiritaero.com.
Our filed Annual and Quarterly Reports, Proxy and other
information statements are also available to the public through
the SECs website at
http://www.sec.gov.
23
An investment in our class A common stock involves risk and
uncertainties. Any of the following risks could materially
adversely affect our business, financial condition or results of
operations.
Risk
Factors Related to Our Business and Industry
Our
commercial business is cyclical and sensitive to commercial
airlines profitability. The business of commercial
airlines is, in turn, affected by general economic conditions
and world safety considerations.
We compete in the aerostructures segment of the aerospace
industry. Our business is affected indirectly by the financial
condition of the commercial airlines and other economic factors,
including general economic conditions and world safety
considerations that affect the demand for air transportation.
Specifically, our commercial business is dependent on the demand
from passenger airlines for the production of new aircraft.
Accordingly, demand for our commercial products is tied to the
worldwide airline industrys ability to finance the
purchase of new aircraft and the industrys forecasted
demand for seats, flights and routes. Similarly, the size and
age of the worldwide commercial aircraft fleet affects the
demand for new aircraft and, consequently, for our products.
Such factors, in conjunction with evolving economic conditions,
cause the market in which we operate to be cyclical to varying
degrees, thereby affecting our business and operating results.
The financial health of the commercial airline industry has a
direct and significant effect on our commercial aircraft
programs. The commercial airline industry is impacted by the
strength of the global economy and geo-political events around
the world. Near-term challenges include high fuel prices
(possibly leading to higher fares), and the continuing turmoil
in global credit markets (possibly leading to widespread
economic slowdown, restricted discretionary spending, and a
slowdown in air traffic). Possible exogenous shocks such as
expanding conflicts in the Middle East, renewed terrorist
attacks against the industry, or pandemic health crises have the
potential to cause precipitous declines in air traffic. Any
protracted economic slump, future terrorist attacks, war or
health concerns could cause airlines to cancel or delay the
purchase of additional new aircraft. If demand for new aircraft
decreases, there would likely be a decrease in demand for our
commercial aircraft products, and our business, financial
condition and results of operations could be materially
adversely affected.
Our
business could be materially adversely affected if one of our
components causes an aircraft accident.
Our operations expose us to potential liabilities for personal
injury or death as a result of the failure of an aircraft
component that has been designed, manufactured or serviced by us
or our suppliers. While we believe that our liability insurance
is adequate to protect us from future product liability claims,
it may not be adequate. Also, we may not be able to maintain
insurance coverage in the future at an acceptable cost. Any such
liability not covered by insurance or for which third-party
indemnification is not available could require us to dedicate a
substantial portion of our cash flows to make payments on such
liability, which could have a material adverse effect on our
business, financial condition and results of operations.
An accident caused by one of our components could also damage
our reputation for quality products. We believe our customers
consider safety and reliability as key criteria in selecting a
provider of aerostructures. If an accident were to be caused by
one of our components, or if we were otherwise to fail to
maintain a satisfactory record of safety and reliability, our
ability to retain and attract customers could be materially
adversely affected.
Because
we depend on Boeing and, to a lesser extent, Airbus, as our
largest customers, our sales, cash flows from operations and
results of operations will be negatively affected if either
Boeing or Airbus reduces the number of products it purchases
from us or if either experiences business
difficulties.
Currently, Boeing is our largest customer and Airbus is our
second-largest customer. For the twelve months ended
December 31, 2007, approximately 87% and approximately 10%
of our revenues were generated from sales to Boeing and Airbus,
respectively. Although we intend to diversify our customer base
by entering into supply arrangements with additional customers,
we cannot give any assurance that we will be successful in doing
so. Even if we are successful in retaining new customers, we
expect that Boeing and, to a lesser extent, Airbus, will
continue to account for a substantial portion of our sales for
the foreseeable future. Although we are a party to various
supply
24
contracts with Boeing and Airbus which obligate Boeing and
Airbus to purchase all of their requirements for certain
products from us, if we breach certain obligations under these
supply agreements and Boeing or Airbus exercises its right to
terminate such agreements, our business will be materially
adversely affected. In addition, we have agreed to a limitation
on recoverable damages in the event Boeing wrongfully terminates
our main supply agreement with it with respect to any model of
airplane program, so if this occurs, we may not be able to
recover the full amount of our actual damages. Furthermore, if
Boeing or Airbus (1) experiences a decrease in requirements
for the products which we supply to it; (2) experiences a
major disruption in its business, such as a strike, work
stoppage or slowdown, a supply-chain problem or a decrease in
orders from its customers; or (3) files for bankruptcy
protection, our business, financial condition and results of
operations could be materially adversely affected.
Our
largest customer, Boeing, operates in a very competitive
business environment.
Boeing operates in a highly competitive industry. Competition
from Airbus, Boeings main competitor, as well as from
regional jet makers, has intensified as these competitors expand
aircraft model offerings and competitively price their products.
As a result of this competitive environment, Boeing continues to
face pressure on product offerings and sale prices. While we do
have supply agreements with Airbus, we currently have
substantially more business with Boeing and thus any adverse
effect on Boeings production of aircraft resulting from
this competitive environment may have a material adverse effect
on our business, financial condition and results of operations.
Our
business depends, in large part, on sales of components for a
single aircraft program, the B737.
For the twelve months ended December 31, 2007,
approximately 53% of our revenues were generated from sales of
components to Boeing for the B737 aircraft. While we have
entered into long-term supply agreements with Boeing to continue
to provide components for the B737 for the life of the aircraft
program, including commercial and the military Multi-mission
Maritime Aircraft, or MMA, derivatives, Boeing does not have any
obligation to purchase components from us for any replacement
for the B737 that is not a commercial derivative model. In the
event Boeing develops a next-generation single-aisle aircraft
program to replace the B737 which is not a commercial
derivative, we may not have the next-generation technology,
engineering and manufacturing capability necessary to obtain
significant aerostructures supply business for such replacement
program, may not be able to provide components for such
replacement program at competitive prices or, for other reasons,
may not be engaged by Boeing to the extent of our involvement in
the B737 or at all. If we were unable to obtain significant
aerostructures supply business for the B737 replacement program,
our business, financial condition and results of operations
could be materially adversely affected.
Potential
and existing customers, including Airbus, may view our
historical and ongoing relationship with Boeing as deterrent to
providing us with future business.
We operate in a highly competitive industry and any of our other
potential and existing customers, including Airbus, may be
threatened by our historical and ongoing relationship with
Boeing. Prior to the Boeing Acquisition, Boeing Wichita
functioned as an internal supplier of parts and assemblies for
Boeings aircraft programs and had very few sales to third
parties. Other potential and existing customers, including
Airbus, may be deterred from using the same supplier that
previously produced aerostructures solely for Boeing. Although
we believe we have sufficient resources to service multiple
OEMs, competitors of Boeing may see a conflict of interest in
our providing both them and Boeing with the parts for their
different aircraft programs. If we are unable to successfully
develop our relationship with other customers and OEMs,
including Airbus, we may be unable to increase our customer
base. If there is not sufficient demand for our business, our
financial condition and results of operations could be
materially adversely affected.
Our
business depends, in part, on the success of a new model
aircraft, the B787.
The success of our business will depend, in part, on the success
of Boeings new B787 program. We have entered into supply
agreements with Boeing pursuant to which we will be a
Tier 1 supplier to the B787 program. We have made and will
continue to make a significant investment in this program before
the first commercial delivery of a B787 aircraft, which was
recently rescheduled for 2009. On January 16, 2008, Boeing
announced the second delay of the first flight of the B787 from
March 2008 to June 2008, pushing delivery of the first airplane
out to early
25
2009. Under our current contractual arrangement with Boeing, we
will not receive payment for B787-8 ship sets delivered to
Boeing prior to certification and the earlier of Boeings
delivery of the aircraft to the customer or the passage of
twenty-four months from our ship set delivery to Boeing. Our
original estimates of the impact of this arrangement to working
capital, which is calculated as the net of production inventory,
engineering costs capitalized into inventory, accounts
receivable and accounts payable, were $300 million to
$550 million between December 31, 2006 and May 2008
when the B787-8 was originally scheduled for certification and
delivery. Currently, Boeing expects to certify and deliver the
B787-8 in early 2009. We now estimate the impact of the
arrangement on working capital to be a maximum of an additional
$450 million, which increases the range of working capital
impact from the B787-8 to between $750 million and
$1.0 billion. Any additional delays in the B787 program,
including delays in negotiations of certain contractual matters
with Boeing, could further impact our cash flows from operations
and could materially adversely affect our business, financial
condition and results of operations. Discussions between Spirit
and Boeing regarding our additional working capital requirements
resulting from the impact of 787 schedule shifts to
Spirits 2008 cash flow are continuing. The failure to
reach an agreement on these matters on terms acceptable to us
could materially adversely affect our business, financial
condition and results of operations.
We
incur risk associated with new programs.
New programs with new technologies typically carry risks
associated with design responsibility, development of new
production tools, hiring and training of qualified personnel,
increased capital and funding commitments, ability to meet
customer specifications, delivery schedules and unique
contractual requirements, supplier performance, ability of the
customer to meet its contractual obligations to us, and our
ability to accurately estimate costs associated with such
programs. In addition, any new aircraft program may not generate
sufficient demand or may experience technological problems or
significant delays in the regulatory certification or
manufacturing and delivery schedule. If we were unable to
perform our obligations under new programs to the
customers satisfaction, if we were unable to manufacture
products at our estimated costs or if a new program in which we
had made a significant investment experienced weak demand,
delays or technological problems, our business, financial
condition and results of operations could be materially
adversely affected.
In addition, beginning new work on existing programs also
carries risks associated with the transfer of technology,
knowledge and tooling.
Our
operations depend on our ability to maintain continuing,
uninterrupted production at our manufacturing facilities. Our
production facilities are subject to physical and other risks
that could disrupt production.
Our manufacturing facilities could be damaged or disrupted by a
natural disaster, war, terrorist activity or sustained
mechanical failure. Although we have obtained property damage
and business interruption insurance, a major catastrophe, such
as a fire, flood, tornado or other natural disaster at any of
our sites, war or terrorist activities in any of the areas where
we conduct operations or the sustained mechanical failure of a
key piece of equipment could result in a prolonged interruption
of all or a substantial portion of our business. Any disruption
resulting from these events could cause significant delays in
shipments of products and the loss of sales and customers and we
may not have insurance to adequately compensate us for any of
these events. A large portion of our operations takes place at
one facility in Wichita, Kansas and any significant damage or
disruption to this facility in particular would materially
adversely affect our ability to service our customers.
We
operate in a very competitive business
environment.
Competition in the aerostructures segment of the aerospace
industry is intense. Although we have entered into requirements
contracts with Boeing and Airbus under which we are their
exclusive supplier for certain aircraft parts, in trying to
expand our customer base and the types of parts we make, we will
face substantial competition from both OEMs and non-OEM
aerostructures suppliers.
OEMs may choose not to outsource production of aerostructures
due to, among other things, their own direct labor and other
overhead considerations and capacity utilization at their own
facilities. Consequently, traditional
26
factors affecting competition, such as price and quality of
service, may not be significant determinants when OEMs decide
whether to produce a part in-house or to outsource.
Our principal competitors among aerostructures suppliers are
Alenia Aeronautica, Fuji Aerospace Technology Co., Ltd., GKN
Aerospace, The Goodrich Corporation, Kawasaki Precision
Machinery (U.S.A.), Inc., Mitsubishi Electric Corporation, Saab
AB, Snecma, Triumph Group, Inc. and Vought Aircraft Industries.
Some of our competitors have greater resources than we do and,
therefore, may be able to adapt more quickly to new or emerging
technologies and changes in customer requirements, or devote
greater resources to the promotion and sale of their products
than we can. Additionally, as part of its Power 8 restructuring
plan, Airbus has announced preferred bidders for certain French
and German manufacturing facilities. If these acquisitions are
successful, the acquiring companies could become competitors of
Spirit. Providers of aerostructures have traditionally competed
on the basis of cost, technology, quality and service. We
believe that developing and maintaining a competitive advantage
will require continued investment in product development,
engineering, supply-chain management and sales and marketing,
and we may not have enough resources to make such investments.
For these reasons, we may not be able to compete successfully in
this market or against such competitors, which could have a
material adverse effect on our business, financial condition and
results of operations.
High
switching costs may substantially limit our ability to obtain
business that is currently under contract with other
suppliers.
Once a contract is awarded by an OEM to an aerostructures
supplier, the OEM and the supplier are typically required to
spend significant amounts of time and capital on design,
manufacture, testing and certification of tooling and other
equipment. For an OEM to change suppliers during the life of an
aircraft program, further testing and certification would be
necessary, and the OEM would be required either to move the
tooling and equipment used by the existing supplier for
performance under the existing contract, which may be expensive
and difficult (or impossible), or to manufacture new tooling and
equipment. Accordingly, any change of suppliers would likely
result in production delays and additional costs to both the OEM
and the new supplier. These high switching costs may make it
more difficult for us to bid competitively against existing
suppliers and less likely that an OEM will be willing to switch
suppliers during the life of an aircraft program, which could
materially adversely affect our ability to obtain new work on
existing aircraft programs.
Pre-Boeing
Acquisition financial statements are not comparable to
post-Boeing Acquisition statements and, because of our limited
operating history, nothing in our financial statements can show
you how we would operate in a market downturn.
Our historical financial statements prior to the Boeing
Acquisition are not comparable to our financial
statements subsequent to June 16, 2005. Historically,
Boeing Wichita was operated as a cost center of BCA and
recognized the cost of products manufactured for BCA programs
without recognizing any corresponding revenues for those
products. Accordingly, the financial statements with respect to
periods prior to the Boeing Acquisition included in this Annual
Report do not represent the financial results that would have
been achieved had Boeing Wichita been operated as a stand-alone
entity during those periods. Additionally, our financial
statements are not indicative of how we would operate through a
market downturn. Since the Boeing Acquisition on June 16,
2005, we have operated in a market experiencing an upturn. In
2005, Boeing and Airbus experienced record aggregate annual
airplane orders, followed in 2006 with aggregate annual order
totals that, at the time, were the second highest ever.
Aggregate annual orders remained strong in 2007 at 2,754. Our
financial results from this limited history cannot give you any
indication of our ability to operate in a market experiencing
significantly lower demand for our products and the products of
our customers. As such, we cannot give any assurance that we
will be able to successfully operate in such a market.
Increases
in labor costs, potential labor disputes and work stoppages at
our facilities or the facilities of our suppliers or customers
could materially adversely affect our financial
performance.
Our financial performance is affected by the availability of
qualified personnel and the cost of labor. A majority of our
workforce is represented by unions. If our workers were to
engage in a strike, work stoppage or other slowdown, we could
experience a significant disruption of our operations, which
could cause us to be unable to
27
deliver products to our customers on a timely basis and could
result in a breach of our supply agreements. This could result
in a loss of business and an increase in our operating expenses,
which could have a material adverse effect on our business,
financial condition and results of operations. In addition, our
non-unionized labor force may become subject to labor union
organizing efforts, which could cause us to incur additional
labor costs and increase the related risks that we now face.
We have agreed with Boeing to continue to operate substantial
manufacturing operations in Wichita, Kansas until at least
June 16, 2015. This may prevent us from being able to offer
our products at prices that are competitive in the marketplace
and could have a material adverse effect on our ability to
generate new business.
In addition, many aircraft manufacturers, airlines and aerospace
suppliers have unionized work forces. In 2005, a labor strike by
unionized employees at Boeing, our largest customer, temporarily
halted commercial aircraft production by Boeing, which had a
significant short-term adverse effect on our operations. In
2008, Boeing will be in contract negotiations with unions
representing a significant number of its employees. Additional
strikes, work stoppages or slowdowns experienced by aircraft
manufacturers, airlines or aerospace suppliers could reduce our
customers demand for additional aircraft structures or
prevent us from completing production of our aircraft structures.
Our
business may be materially adversely affected if we lose our
government, regulatory or industry approvals, if more stringent
government regulations are enacted, or if industry oversight is
increased.
The Federal Aviation Administration, or FAA, prescribes
standards and qualification requirements for aerostructures,
including virtually all commercial airline and general aviation
products, and licenses component repair stations within the
United States. Comparable agencies, such as the Joint Aviation
Authorities, or JAA, in Europe, regulate these matters in other
countries. If we fail to qualify for or obtain a required
license for one of our products or services or lose a
qualification or license previously granted, the sale of the
subject product or service would be prohibited by law until such
license is obtained or renewed and our business, financial
condition and results of operations could be materially
adversely affected. In addition, designing new products to meet
existing regulatory requirements and retrofitting installed
products to comply with new regulatory requirements can be
expensive and time consuming.
From time to time, the FAA, the JAA or comparable agencies
propose new regulations or changes to existing regulations.
These changes or new regulations generally increase the costs of
compliance. To the extent the FAA, the JAA or comparable
agencies implement regulatory changes, we may incur significant
additional costs to achieve compliance.
In addition, certain aircraft repair activities we intend to
engage in may require the approval of the aircrafts OEM.
Our inability to obtain OEM approval could materially restrict
our ability to perform such aircraft repair activities.
We are
subject to regulation of our technical data and goods under U.S.
export control laws.
As a manufacturer and exporter of defense and dual-use technical
data and commodities, we are subject to U.S. laws and
regulations governing international trade and exports,
including, but not limited to, the International Traffic in Arms
Regulations, administered by the U.S. Department of State,
and the Export Administration Regulations, administered by the
U.S. Department of Commerce. Collaborative agreements that
we may have with foreign persons, including manufacturers and
suppliers, are also subject to U.S. export control laws. In
addition, we are subject to trade sanctions against embargoed
countries, administered by the Office of Foreign Assets Control
within the U.S. Department of the Treasury.
A determination that we have failed to comply with one or more
of these export controls or trade sanctions could result in
civil or criminal penalties, including the imposition of fines
upon us as well as the denial of export privileges and debarment
from participation in U.S. government contracts.
Additionally, restrictions may be placed on the export of
technical data and goods in the future as a result of changing
geopolitical conditions. Any one or more of such sanctions could
have a material adverse effect on our business, financial
condition and results of operations.
28
We are
subject to environmental regulation and our ongoing operations
may expose us to environmental liabilities.
Our operations are subject to extensive regulation under
environmental, health and safety laws and regulations in the
United States and the United Kingdom. We may be subject to
potentially significant fines or penalties, including criminal
sanctions, if we fail to comply with these requirements. We have
made, and will continue to make, significant capital and other
expenditures to comply with these laws and regulations. We
cannot predict with certainty what environmental legislation
will be enacted in the future or how existing laws will be
administered or interpreted. Our operations involve the use of
large amounts of hazardous substances and generate many types of
wastes. Spills and releases of these materials may subject us to
clean-up
liability. We cannot give any assurance that the aggregate
amount of future
clean-up
costs and other environmental liabilities will not be material.
Boeing, our predecessor at the Wichita facility, is under an
administrative consent order issued by the Kansas Department of
Health and Environment, or KDHE, to contain and
clean-up
contaminated groundwater which underlies a majority of the site.
Pursuant to this order and its agreements with us, Boeing has a
long-term remediation plan in place, and treatment, containment
and remediation efforts are underway. If Boeing does not comply
with its obligations under the order and these agreements, we
may be required to undertake such efforts and make material
expenditures.
In connection with the BAE Acquisition, we acquired a
manufacturing facility in Prestwick, Scotland that is adjacent
to contaminated property retained by BAE Systems. The
contaminated property may be subject to a regulatory action
requiring remediation of the land. It is also possible that the
contamination may spread into the property we acquired. BAE
Systems has agreed to indemnify us for certain
clean-up
costs related to existing pollution on the acquired property,
existing pollution that migrates from the acquired property to a
third partys property and any pollution that migrates to
our property from property retained by BAE Systems. If BAE
Systems does not comply with its obligations under the
agreement, we may be required to undertake such efforts and make
material expenditures.
In the future, contamination may be discovered at our facilities
or at off-site locations where we send waste. The remediation of
such newly-discovered contamination, or the enactment of new
laws or a stricter interpretation of existing laws, may require
us to make additional expenditures, some of which could be
material. See Business Environmental
Matters.
Significant
consolidation in the aerospace industry could make it difficult
for us to obtain new business.
The aerospace industry has recently experienced consolidation
among suppliers. Suppliers have consolidated and formed
alliances to broaden their product and integrated system
offerings and achieve critical mass. This supplier consolidation
is in part attributable to aircraft manufacturers more
frequently awarding long-term sole-source or preferred supplier
contracts to the most capable suppliers, thus reducing the total
number of suppliers. If this consolidation were to continue, it
may become more difficult for us to be successful in obtaining
new customers.
We may
be materially adversely affected by high fuel
prices.
Due to the competitive nature of the airline industry, airlines
are often unable to pass on increased fuel prices to customers
by increasing fares. Fluctuations in the global supply of crude
oil and the possibility of changes in government policy on jet
fuel production, transportation and marketing make it impossible
to predict the future availability of jet fuel. In the event
there is an outbreak or escalation of hostilities or other
conflicts, or significant disruptions in oil production or
delivery in oil-producing areas or elsewhere, there could be
reductions in the production or importation of crude oil and
significant increases in the cost of fuel. If there were major
reductions in the availability of jet fuel or significant
increases in its cost, or if current high prices are sustained
for a significant period of time, the airline industry and, as a
result, our business, could be materially adversely affected.
29
Interruptions
in deliveries of components or raw materials, or increased
prices for components or raw materials used in our products
could materially adversely affect our profitability, margins and
revenues.
Our dependency upon regular deliveries from particular suppliers
of components and raw materials means that interruptions or
stoppages in such deliveries could materially adversely affect
our operations until arrangements with alternate suppliers, to
the extent alternate suppliers exist, could be made. If any of
our suppliers were unable or refused to deliver materials to us
for an extended period of time, or if we were unable to
negotiate acceptable terms for the supply of materials with
these or alternative suppliers, our business could suffer. We
may not be able to find acceptable alternatives, and any such
alternatives could result in increased costs for us. Even if
acceptable alternatives are found, the process of locating and
securing such alternatives might be disruptive to our business
and might lead to termination of our supply agreements with our
customers.
In addition, our profitability is affected by the prices of the
components and raw materials, such as titanium, aluminum and
carbon fiber, used in the manufacture of our products. These
prices may fluctuate based on a number of factors beyond our
control, including world oil prices, changes in supply and
demand, general economic conditions, labor costs, competition,
import duties, tariffs, currency exchange rates and, in some
cases, government regulation. Although our supply agreements
with Boeing and Airbus allow us to pass on certain unusual
increases in component and raw material costs to Boeing and
Airbus in limited situations, we may not be fully compensated
for such increased costs.
Our
business will suffer if certain key officers or employees
discontinue employment with us or if we are unable to recruit
and retain highly skilled staff.
The success of our business is highly dependent upon the skills,
experience and efforts of our President and Chief Executive
Officer, Jeffrey Turner, and certain of our other key officers
and employees. As the top executive officer of Boeing Wichita
for almost ten years prior to the Boeing Acquisition,
Mr. Turner gained extensive experience in running our
business and long-standing relationships with many high-level
executives at Boeing, our largest customer. We believe
Mr. Turners reputation in the aerospace industry and
relationship with Boeing are critical elements in maintaining
and expanding our business. The loss of Mr. Turner or other
key personnel could have a material adverse effect on our
business, operating results or financial condition. Our business
also depends on our ability to continue to recruit, train and
retain skilled employees, particularly skilled engineers. The
market for these resources is highly competitive. We may be
unsuccessful in attracting and retaining the engineers we need
and, in such event, our business could be materially adversely
affected. The loss of the services of any skilled key personnel,
or our inability to hire new personnel with the requisite
skills, could impair our ability to provide products to our
customers or manage our business effectively.
We are
subject to the requirements of the National Industrial Security
Program Operating Manual for our facility security clearance,
which is a prerequisite for our ability to perform on classified
contracts for the U.S. Government.
A DoD facility security clearance is required for a company to
be awarded and perform on classified contracts for the DoD and
certain other agencies of the U.S. Government. We currently
perform on several classified contracts, which generated less
than 1% of our revenues for the fiscal year ended
December 31, 2007. We have obtained a facility security
clearance at the secret level, and we are in the
process of obtaining such clearance for Spirit Holdings. Due to
the fact that more than 50% of our voting power is effectively
controlled by a
non-U.S. entity,
we will be required to operate in accordance with the terms and
requirements of our Special Security Agreement, or SSA, with the
DoD. If we were to violate the terms and requirements of our
SSA, the National Industrial Security Program Operating Manual,
or any other applicable U.S. Government industrial security
regulations (which may apply to us under the terms of our
classified contracts), we could lose our security clearance. We
cannot give any assurance that we will be able to maintain our
security clearance. If for some reason our security clearance is
invalidated or terminated, we may not be able to continue to
perform our present classified contracts and we would not be
able to enter into new classified contracts, which could
adversely affect our revenues.
30
We
derive a significant portion of our revenues from direct and
indirect sales outside the United States and are subject to the
risks of doing business in foreign countries.
We derive a significant portion of our revenues from sales by
Boeing and Airbus to customers outside the United States. In
addition, for the twelve months ended December 31, 2007,
direct sales to our
non-U.S. customers
accounted for approximately 11% of our combined revenues. We
expect that our and our customers international sales will
continue to account for a significant portion of our revenues
for the foreseeable future. As a result, we are subject to risks
of doing business internationally, including:
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changes in regulatory requirements;
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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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fluctuations in foreign currency exchange rates;
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the complexity and necessity of using foreign representatives
and consultants;
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uncertainties and restrictions concerning the availability of
funding credit or guarantees;
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imposition of tariffs and embargos, export controls and other
trade restrictions;
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the difficulty of management and operation of an enterprise
spread over various countries;
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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; and
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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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While these factors or the effect of these factors are difficult
to predict, adverse developments of any one or more of these
factors could materially adversely affect our business,
financial condition and results of operations in the future.
Our
fixed-price contracts may commit us to unfavorable
terms.
We provide most of our products and services through long-term
contracts with Boeing and Airbus in which the pricing terms are
fixed based on certain production volumes. Accordingly, we bear
the risk that increased or unexpected costs may reduce our
profit margins or cause us to sustain losses on these contracts.
Other than certain increases in raw material costs which can be
passed on to Boeing and Airbus, we must fully absorb cost
overruns, notwithstanding the difficulty of estimating all of
the costs we will incur in performing these contracts and in
projecting the ultimate level of sales that we may achieve. Our
failure to anticipate technical problems, estimate delivery
reductions, estimate costs accurately or control costs during
performance of a fixed-price contract may reduce the
profitability of a contract or cause a loss.
This risk particularly applies to products such as the Boeing
B787 for which we had delivered one production article as of
December 31, 2007, and in respect of which our
profitability at the contracted price depends on our being able
to achieve production cost reductions as we gain production
experience. Pricing for the initial configuration of the B787-8,
the base model currently in production, is generally established
through 2021, with prices decreasing as cumulative volume levels
are achieved. Prices are subject to adjustment for abnormal
inflation (above a specified level in any year) and for certain
production, schedule and other specific changes. When we
negotiated the B787-8 pricing, we assumed that our development
of new technologies and capabilities would reduce our production
costs over the life of the B787 program, thus maintaining or
improving our margin on each B787 we produced. We cannot give
any assurance that our development of new technologies or
capabilities will be successful or that we will be able to
reduce our B787 production costs over the life of the program.
Our failure to reduce production costs as we have anticipated
could result in decreasing margin on the B787 during the life of
the program.
Many of our other production cost estimates also contain pricing
terms which anticipate cost reductions over time. In addition,
although we have entered into these fixed price contracts with
Boeing and Airbus, they may
31
nonetheless seek to re-negotiate pricing with us in the future.
Any such higher costs or re-negotiations could materially
adversely affect our profitability, margins and revenues.
We
face a class-action lawsuit which could potentially result in
substantial costs, diversion of managements attention and
resources and negative publicity.
A lawsuit has been filed against Spirit, Onex, and Boeing
alleging age discrimination in the hiring of employees by Spirit
when Boeing sold its Wichita commercial division to Onex. The
complaint was filed in U.S. District Court in Wichita,
Kansas and seeks
class-action
status, an unspecified amount of compensatory damages and more
than $1.5 billion in punitive damages. The Asset Purchase
Agreement between Onex and Boeing requires Spirit to indemnify
Boeing for its damages resulting from the employment decisions
that were made by us with respect to former employees of Boeing
Wichita which relate or allegedly relate to the involvement of,
or consultation, with employees of Boeing in such employment
decisions. The lawsuit could result in substantial costs, divert
managements attention and resources from our operations
and negatively affect our public image and reputation. An
unfavorable outcome or prolonged litigation related to these
matters could materially harm our business.
We
continue to rely on certain Boeing information
systems.
Prior to the Boeing Acquisition, Boeing Wichita was a division
of Boeing. Boeing Wichita relied on Boeing for many of its
internal functions, including, without limitation, accounting
and tax, payroll, technology support, benefit plan
administration and human resources. Although we have replaced
most of these services either through outsourcing or internal
sources, Boeing continues to provide certain technology and
systems support services to us under a Transition Services
Agreement which we entered into at the time of the Boeing
Acquisition. Although we have established a number of services
covered by the Transition Services Agreement, we cannot assure
you that we will be able to successfully implement, in a cost
effective manner, our plan to replace the services that we
continue to use and in particular, our Enterprise Resource
Planning System, before the expiration of the Transition
Services Agreement.
We do
not own most of the intellectual property and tooling used in
our business.
Our business depends on using certain intellectual property and
tooling that we have rights to use under license grants from
Boeing. These licenses contain restrictions on our use of Boeing
intellectual property and tooling and may be terminated if we
default under certain of these restrictions. Our loss of license
rights to use Boeing intellectual property or tooling would
materially adversely affect our business. In addition, we must
honor our contractual commitments to our other customers related
to intellectual property and comply with infringement laws in
the use of intellectual property. In the event we obtain new
business from new or existing customers, we will need to pay
particular attention to these contractual commitments and any
other restrictions on our use of intellectual property to make
sure that we will not be using intellectual property improperly
in the performance of such new business. In the event we use any
such intellectual property improperly, we could be subject to an
infringement claim by the owner or licensee of such intellectual
property. See Business Our Relationship with
Boeing License of Intellectual Property. In
addition to the licenses with Boeing, Spirit licenses some of
the intellectual property needed for performance under some of
its supply contracts from its customers under those supply
agreements.
In the future, our entry into new markets may require obtaining
additional license grants from Boeing
and/or from
other third parties. If we are unable to negotiate additional
license rights on acceptable terms (or at all) from Boeing
and/or other
third parties as the need arises, our ability to enter new
markets may be materially restricted. In addition, we may be
subject to restrictions in future licenses granted to us that
may materially restrict our use of third party intellectual
property.
32
Our
success depends in part on the success of our research and
development initiatives.
We spent approximately $52.3 million on research and
development during the twelve months ended December 31,
2007. Our significant expenditures on our research and
development efforts may not create any new sales opportunities
or increases in productivity that are commensurate with the
level of resources invested.
We are in the process of developing specific technologies and
capabilities in pursuit of new business and in anticipation of
customers going forward with new programs. If any such programs
do not go forward or are not successful, we may be unable to
recover the costs incurred in anticipation of such programs and
our profitability and revenues may be materially adversely
affected.
Any
future business combinations, acquisitions, mergers, or joint
ventures will expose us to risks, including the risk that we may
not be able to successfully integrate these businesses or
achieve expected operating synergies.
We actively consider strategic transactions from time to time.
We evaluate acquisitions, joint ventures, alliances or
co-production programs as opportunities arise, and we may be
engaged in varying levels of negotiations with potential
competitors at any time. We may not be able to effect
transactions with strategic alliance, acquisition or
co-production program candidates on commercially reasonable
terms or at all. If we enter into these transactions, we also
may not realize the benefits we anticipate. In addition, we may
not be able to obtain additional financing for these
transactions.
The integration of companies that have previously been operated
separately involves a number of risks, including, but not
limited to:
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demands on management related to the increase in size after the
transaction;
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the diversion of managements attention from the management
of daily operations to the integration of operations;
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difficulties in the assimilation and retention of employees;
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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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difficulties combining operations that use different currencies
or operate under different legal structures;
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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; and
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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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Consummating any acquisitions, joint ventures, alliances or
co-production programs could result in the incurrence of
additional debt and related interest expense, as well as
unforeseen contingent liabilities.
Risk
Factors Related to our Capital Structure
The
interests of our controlling stockholder may conflict with your
interests.
Onex Partners LP, Onex Corporation and their respective partners
and affiliates that beneficially own our class B common
stock, herein referred to collectively as the Onex
entities, own 32,411,638 shares of our class B
common stock. Our class A common stock has one vote per
share, while our class B common stock has ten votes per
share on all matters to be voted on by our stockholders. The
Onex entities control approximately 73% of the combined voting
power of our outstanding common stock. Accordingly, and for so
long as the Onex entities continue to hold class B common
stock that represents at least 10% of the total number of shares
of common stock outstanding, Onex will exercise a controlling
influence over our business and affairs and will have the power
to determine all matters submitted to a vote of our
stockholders, including the election of directors and approval
of significant corporate transactions such as amendments to our
certificate of incorporation, mergers and the sale of all or
substantially all of our assets. Onex could cause corporate
actions to be taken even if the interests of Onex conflict with
the interests of our other stockholders.
33
This concentration of voting power could have the effect of
deterring or preventing a change in control of Spirit that might
otherwise be beneficial to our stockholders. Gerald W. Schwartz,
the Chairman, President and Chief Executive Officer of Onex
Corporation, owns shares representing a majority of the voting
rights of the shares of Onex Corporation.
Our
indebtedness could adversely affect our financial condition and
our ability to operate our business.
As of December 31, 2007, we had total debt of approximately
$595.0 million, including approximately $583.8 million
of borrowings under our senior secured credit facility and
approximately $11.2 million of capital lease obligations.
In addition to our debt, as of December 31, 2007, we had
$12.4 million of letters of credit and letters of guarantee
outstanding. In addition, subject to restrictions in the credit
agreement governing our senior secured credit facility, we may
incur additional debt.
Our debt could have consequences, including the following:
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our ability to obtain additional financing for working capital,
capital expenditures, acquisitions, debt-service requirements or
other general corporate purposes may be impaired;
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we must use a portion of our cash flow for payments on our debt,
which will reduce the funds available to us for other purposes;
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we are more vulnerable to economic downturns and adverse
industry conditions and our flexibility to plan for, or react
to, changes in our business or industry is more limited;
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our ability to capitalize on business opportunities and to react
to competitive pressures, as compared to our competitors, may be
compromised due to our level of debt; and
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our ability to borrow additional funds or to refinance debt may
be limited.
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In addition, if we are unable to generate sufficient cash flow
to service our debt and meet our other commitments, we may need
to refinance all or a portion of our debt, sell material assets
or operations, or raise additional debt or equity capital. We
cannot provide assurance that we could effect any of these
actions on a timely basis, on commercially reasonable terms or
at all, or that these actions would be sufficient to meet our
capital requirements. In addition, the terms of our existing or
future debt agreements may restrict us from effecting certain or
any of these alternatives.
Restrictive
covenants in our senior secured credit facility may restrict our
ability to pursue our business strategies.
Our senior secured credit facility limits our ability, among
other things, to:
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incur additional debt or issue our preferred stock;
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pay dividends or make distributions to our stockholders;
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repurchase or redeem our capital stock;
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make investments;
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incur liens;
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enter into transactions with our stockholders and affiliates;
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sell certain assets;
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acquire the assets of, or merge or consolidate with, other
companies; and
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incur restrictions on the ability of our subsidiaries to make
distributions or transfer assets to us.
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Our ability to comply with these covenants may be affected by
events beyond our control, and any material deviation from our
forecasts could require us to seek waivers or amendments of
covenants, alternative sources of financing or reductions in
expenditures.
We cannot provide assurance that such waivers, amendments or
alternative financings could be obtained, or, if obtained, would
be on terms acceptable to us.
34
In addition, the credit agreement governing our senior secured
credit facility contains a covenant that requires us to maintain
the ratio of our adjusted consolidated credit facility
indebtedness to our EBITDA below specified levels. We may not be
able to comply with this covenant.
If a breach of any covenant or restriction contained in our
credit agreement governing our senior secured credit facility
results in an event of default, the lenders thereunder could
terminate their commitments to make loans to us and to provide
letters of credit for our benefit. In addition, they could
demand cash collateral to secure obligations under outstanding
letters of credit and could accelerate all indebtedness under
our senior secured credit facility. Such acceleration would
result in some or all of the indebtedness under our secured
senior credit facility being due and payable immediately, and
may cause the acceleration of our indebtedness to other parties.
In the event of an acceleration of any such indebtedness, we may
not have or be able to obtain sufficient funds to make the
required accelerated repayments, and we may not have sufficient
capital to perform our obligations under our supply agreements.
We may
sell more equity and reduce your ownership in Spirit
Holdings.
Our business plan may require the investment of new capital,
which we may raise by issuing additional equity (including
equity interests which may have a preference over shares of our
class A common stock) or additional debt (including debt
securities
and/or bank
loans). However, this capital may not be available at all, or
when needed, or upon terms and conditions favorable to us. The
issuance of additional equity in Spirit Holdings may result in
significant dilution of shares of our class A common stock.
We may issue additional equity in connection with or to finance
acquisitions. Further, our subsidiaries could issue securities
in the future to persons or entities (including our affiliates)
other than us or another subsidiary. This could materially
adversely affect your investment in us because it would dilute
your indirect ownership interest in our subsidiaries.
Spirit
Holdings certificate of incorporation and by-laws and our
supply agreements with Boeing contain provisions that could
discourage another company from acquiring us and may prevent
attempts by our stockholders to replace or remove our current
management.
Provisions of Spirit Holdings certificate of incorporation
and by-laws may discourage, delay or prevent a merger or
acquisition that stockholders may consider favorable, including
transactions in which stockholders might otherwise receive a
premium for their shares. In addition, these provisions may
frustrate or prevent any attempts by our stockholders to replace
or remove our current management by making it more difficult for
stockholders to replace or remove our current board of
directors. These provisions include:
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multi-vote shares of common stock, which are owned by the Onex
entities and management stockholders;
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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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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 59,716,618 shares of class A common
stock (not including shares reserved for issuance upon
conversion of outstanding shares of class B common stock)
and an additional 112,409,676 shares of class B common
stock (not including shares issued but subject to vesting
requirements under our benefit plans).
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In addition, our supply agreements with Boeing include
provisions giving Boeing the ability to terminate the agreements
in the event any of certain disqualified persons acquire a
majority of Spirits direct or indirect voting power or all
or substantially all of Spirits assets. See
Business Our Relationship with Boeing.
Spirit
Holdings is a controlled company within the meaning
of the New York Stock Exchange rules and, as a result, will
qualify for, and intends to rely on, exemptions from certain
corporate governance requirements.
Because the Onex entities own more than 50% of the combined
voting power of our common stock, we are deemed a
controlled company under the rules of the New York
Stock Exchange, or NYSE. As a result, we qualify for, and intend
to rely upon, the controlled company exception to
the board of directors and committee composition requirements
under the rules of the NYSE. Pursuant to this exception, we are
exempt from rules
35
that would otherwise require that Spirit Holdings board of
directors be comprised of a majority of independent
directors (as defined under the rules of the NYSE), and
that Spirit Holdings compensation committee and corporate
governance and nominating committee be comprised solely of
independent directors, so long as the Onex entities
continue to own more than 50% of the combined voting power of
our common stock. Spirit Holdings board of directors
consists of ten directors, five of whom qualify as
independent. In addition, Spirit Holdings
compensation and corporate governance and nominating committees
are not comprised solely of independent directors.
See Management Executive Officers and
Directors and Committees of the Board of
Directors.
Our
stock price may be volatile.
Price fluctuations in our class A common stock could result
from general market and economic conditions and a variety of
other factors, including:
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actual or anticipated fluctuations in our operating results;
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changes in aerostructures pricing;
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our competitors and customers announcements of
significant contracts, acquisitions or strategic investments;
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changes in our growth rates or our competitors and
customers growth rates;
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the timing or results of regulatory submissions or actions with
respect to our business;
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our inability to raise additional capital;
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conditions of the aerostructure industry, in the financial
markets, or economic conditions in general; and
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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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Item 1B.
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Unresolved
Staff Comments
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None.
36
The location, primary use, approximate square footage and
ownership status of our principal properties as of
December 31, 2007 are set forth below:
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Approximate
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Location
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Primary Use
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Square Footage
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Owned/Leased
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United States
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Wichita, Kansas
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Primary Manufacturing
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11.1 million
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Owned*/Leased*
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Facility/Offices/Warehouse
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Tulsa, Oklahoma
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Manufacturing Facility
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1.8 million
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Leased
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McAlester, Oklahoma
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Manufacturing Facility
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135,000
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Owned
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United Kingdom
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Prestwick, Scotland
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Manufacturing Facility
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1.1 million
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Owned
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Samlesbury, England
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Administrative Offices
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15,919
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Leased
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A portion of the Wichita facility is owned and a portion is
leased. |
Our physical assets consist of 14.1 million square feet of
building space located on 956 acres in five facilities. We
produce our fuselages systems and propulsion systems from our
primary manufacturing facility located in Wichita, Kansas and we
produce wing systems in our manufacturing facilities in Tulsa,
Oklahoma and Prestwick, Scotland. In addition to these three
sites, we have a facility located in McAlester, Oklahoma
dedicated to supplying the Wichita and Tulsa facilities, and
office space in Samlesbury, England, where a number of Spirit
Europes employees are located. The Wichita facilities are
owned and leased, the Tulsa facility is leased from the city of
Tulsa and the Tulsa Airports Improvement Trust, the Prestwick
facility is owned, the McAlester facility is owned, and the
Samlesbury facility is leased.
The Wichita facility, including the corporate offices, comprises
616 acres, 6.2 million square feet of manufacturing
space, 1.4 million square feet of offices and laboratories
for the engineering and design group and 3.5 million square
feet for support functions and warehouses. A total of
629,000 square feet is currently vacant. The Wichita site
has access to transportation by rail, road and air. For air
cargo, the Wichita site has access to the runways of McConnell
Air Force Base.
The Tulsa facility consists of 1.8 million square feet of
building space set on 148 acres. The Tulsa plant is located
five miles from an international shipping port and is located
next to the Tulsa International Airport. The McAlester site,
which manufactures parts and sub-assemblies primarily for the
Tulsa facility, consists of 135,000 square feet of building
space on 92 acres.
The Prestwick facility consists of 1.1 million square feet
of building space, comprised of 0.7 million square feet of
manufacturing space, 0.2 million square feet of office
space, and 0.1 million square feet of support and warehouse
space. This facility is set on 100 acres. The Prestwick
plant is located on the west coast of Scotland, approximately
33 miles south of Glasgow, within close proximity to the
motorway network that provides access between England and
continental Europe. It is also easily accessible by air (at
Prestwick International Airport) or by sea. We lease a portion
of our Prestwick facility to the Regional Aircraft division of
BAE Systems and certain other tenants.
The Wichita and Tulsa manufacturing facilities have significant
scale to accommodate the very large structures that are
manufactured there, including entire fuselages. The three
U.S. facilities are in close proximity, with approximately
175 miles between Wichita and Tulsa and 90 miles
between Tulsa and McAlester. Currently, the three
U.S. facilities utilize approximately 93% of the available
building space. The Prestwick manufacturing facility currently
utilizes only 59% of the space; of the remaining space, 28% is
leased and 13% is vacant. The Samlesbury office space is located
in North Lancashire, England, approximately 195 miles south
of Prestwick.
On November 22, 2007, we broke ground on a manufacturing
plant in the Malaysia International Aerospace Center (MIAC) in
Subang, Malaysia. The anticipated 242,000 square foot
facility is expected to be fully operational in the first
quarter of 2009.
37
|
|
Item 3.
|
Legal
Proceedings
|
We are from time to time subject to, and are presently involved
in, litigation or other legal proceedings arising in the
ordinary course of business. While the final outcome of these
matters cannot be predicted with certainty, considering among
other things the meritorious legal defenses available, it is the
opinion of the Company that none of these items, when finally
resolved, will have a material adverse affect on the
Companys long-term financial position or liquidity.
Consistent with the requirements of SFAS No. 5,
Accounting for Contingencies, we had no accruals at
December 31, 2007 or December 31, 2006 for loss
contingencies. However, an unexpected adverse resolution of one
or more of these items could have a material adverse effect on
the results of operations in a particular quarter or fiscal year.
From time to time, in the ordinary course of business and like
others in the industry, we receive requests for information from
government agencies in connection with their regulatory or
investigational authority. Such requests can include subpoenas
or demand letters for documents to assist the government in
audits or investigations. We review such requests and notices
and take appropriate action. We have been subject to certain
requests for information and investigations in the past and
could be subject to such requests for information and
investigations in the future. Additionally, we are subject to
federal and state requirements for protection of the
environment, including those for disposal of hazardous waste and
remediation of contaminated sites. As a result, we are required
to participate in certain government investigations regarding
environmental remediation actions.
A lawsuit has been filed against Spirit, Onex, and Boeing
alleging age discrimination in the hiring of employees by Spirit
when Boeing sold its Wichita commercial division to Onex. The
complaint was filed in U.S. District Court in Wichita,
Kansas and seeks
class-action
status, an unspecified amount of compensatory damages and more
than $1.5 billion in punitive damages. The Asset Purchase
Agreement requires Spirit to indemnify Boeing for damages
resulting from the employment decisions that were made by us
with respect to former employees of Boeing Wichita which relate
or allegedly relate to the involvement of, or consultation with,
employees of Boeing in such employment decisions. The Company
intends to vigorously defend itself in this matter. Management
believes the resolution of this matter will not materially
affect the Companys financial position, results of
operations or liquidity.
On December 22, 2006, a lawsuit was filed against Spirit,
Boeing, Onex and the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America (UAW)
alleging age, disability, sex and race discrimination as well as
breach of the duty of fair representation, retaliatory
discharge, violation of FMLA (retaliation) and the Employee
Retirement Income Security Act (ERISA), arising out of
Spirits failure to hire eight former Boeing employees at
the McAlester, Oklahoma facility. The complaint was filed in the
U.S. District Court in the Eastern District of Oklahoma.
The Company intends to vigorously defend itself in this matter.
Management believes the resolution of this matter will not
materially affect the Companys financial position, results
of operations or liquidity.
In December 2005, a federal grand jury sitting in Topeka, Kansas
issued subpoenas regarding the vapor degreasing equipment at our
Wichita, Kansas facility. The governments investigation
appears to focus on whether the degreasers were operating within
permit parameters and whether chemical wastes from the
degreasers were disposed of properly. The subpoenas cover a time
period both before and after our purchase of the Wichita, Kansas
facility. Subpoenas were issued to Boeing, Spirit and
individuals who were employed by Boeing prior to the Boeing
Acquisition, but are now employed by us. We have responded to
the subpoena and are continuing to provide additional
information to the government as requested. We continue to
cooperate with the governments investigation. Therefore,
at this time, we do not have enough information to make any
predictions about the outcome of this matter. However,
management believes that any outcome that does result from this
matter will not have a material adverse effect on the
Companys financial position or liquidity.
Airbus filed oppositions to six European patents originally
issued to or applied for by Boeing and acquired by Spirit in the
Boeing Acquisition. Airbus claimed that the subject matter in
these patents was not patentable because of a lack of novelty
and a lack of inventive activity. For two of the patents, oral
proceedings before a three panel board of the European Patent
Office (EPO) were held in May 2005. In one case, the patent was
maintained without amendments to the claims. On the second
patent, the board accepted the claims with limitation and Spirit
appealed. Airbus did not file an appeal in either of the adverse
decisions. Therefore, for the first patent maintained without
38
amendments, the opposition is complete, the patent is maintained
as granted, and no further action will be taken. For the second
patent wherein Spirit appealed the EPOs Opposition
Boards findings, Spirit may now decide whether to continue
the appeal or accept the claim limitations. For a third patent,
oral proceedings were held on December 13, 2007. The
Opposition Board accepted claim limitations, and therefore, the
patent is maintained with limitations. Spirit is considering
whether or not to appeal. For the final three oppositions,
responses to the oppositions have been filed, but no date for
oral proceedings has been set.
Spirit and Airbus recently entered into an agreement in December
2007, wherein Airbus agreed to withdraw all of its pending
oppositions and Airbus subsequently proceeded to do so. The EPO
now has the opportunity to decide whether it desires to continue
the Oppositions for the final three patents for which oral
proceedings have not been held. A decision from the EPO is
expected within the coming months.
On February 16, 2007, an action entitled Harkness et
al. v. The Boeing Company et al. was filed in the
U.S. District Court for the District of Kansas. The
defendants were served in early April. Holdings, The Spirit
AeroSystems Retirement Plan for the International Brotherhood of
Electrical Workers (IBEW), Wichita Engineering Unit (SPEEA WEU)
and Wichita Technical Professional Unit (SPEEA WTPU) employees
and The Spirit AeroSystems Retirement Plan for International
Association of Machinists and Aerospace Workers (IAM) employees,
along with the Boeing Company and Boeing retirement and health
plan entities, were sued by 12 former Boeing employees, eight of
whom were or are employees of Spirit. The plaintiffs assert
several claims under ERISA and general contract law and purport
to bring the case as a class action on behalf of similarly
situated individuals. The putative sub-class members who have
asserted claims against the Spirit entities are those
individuals who, as of June 2005, were employed by Boeing in
Wichita, Kansas, were participants in the Boeing pension plan,
had at least 10 years of vesting service in the Boeing
plan, were in jobs represented by a union, were between the ages
of 49 and 55 and who went to work for Spirit on or about
June 17, 2005. Although there are many claims in the suit,
the plaintiffs claims against the Spirit entities are that
the Spirit plans wrongfully have failed to determine that
certain plaintiffs are entitled to early retirement
bridging rights allegedly triggered by their
separation from employment by Boeing and that the
plaintiffs pension benefits were unlawfully transferred
from Boeing to Spirit in that their claimed early retirement
bridging rights are not being afforded these
individuals as a result of their separation from Boeing, thereby
decreasing their benefits. The plaintiffs seek certification of
a class, declaration that they are entitled to the early
retirement benefits, an injunction ordering that the defendants
provide the benefits, damages pursuant to breach of contract
claims and attorney fees. At this time, the Company does not
have enough information to make any predictions about the
outcome of this matter. However, management believes that any
outcome that does result from this matter will not have a
material adverse effect on the Companys financial
position, results of operations or liquidity.
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
No matters were submitted to a vote of the Companys
security holders during the fourth quarter of 2007.
Executive
Officers of the Registrant
Listed below are the names, ages, positions held, and
biographies of all executive officers of Spirit AeroSystems.
Executive officers hold office until their successors are
elected or appointed, or until their death, retirement,
resignation, or removal.
Jeffrey L. Turner, 56. Mr. Turner
has been the President and Chief Executive Officer of Spirit
Holdings since June 2006 and became a director of Spirit
Holdings on November 15, 2006. Since June 16, 2005,
the date of the Boeing Acquisition, he has also served in such
capacities for Spirit. Mr. Turner joined Boeing in 1973 and
was appointed Vice President General Manager in
November 1995. Mr. Turner received his Bachelor of Science
in Mathematics and Computer Science and his M.S. in Engineering
Management Science, both from Wichita State University. He was
selected as a Boeing Sloan Fellow to the Massachusetts Institute
of Technologys (MIT) Sloan School of Management where he
earned a Masters Degree in Management.
Ulrich (Rick) Schmidt,
58. Mr. Schmidt has been the Executive
Vice President, Chief Financial Officer of Spirit Holdings since
June 2006 and was Treasurer of Spirit Holdings from June 2006
through January 2007. He has also served in such capacities for
Spirit since August 2005. Previously, Mr. Schmidt was the
Executive Vice
39
President and Chief Financial Officer of the Goodrich
Corporation from October 2000 until August 2005.
Mr. Schmidt received his Bachelor of Arts and Masters of
Business from Michigan State University.
Ronald C. Brunton, 60. Mr. Brunton
became the Executive Vice President and Chief Operating Officer
of Spirit Holdings on November 15, 2006. Since the date of
the Boeing Acquisition, he has served in this capacity for
Spirit. Mr. Brunton joined Boeing in 1983 and was appointed
Vice President of Manufacturing in December 2000.
Mr. Brunton received his Bachelor of Science in Mechanical
Engineering and equivalent undergraduate degree in Business from
Wichita State University.
H. David Walker,
56. Mr. Walker became the Senior Vice
President of Sales/Marketing of Spirit Holdings on
November 15, 2006. Mr. Walker joined Spirit in
September 2005 in these same capacities. From 2003 through
September 2005, Mr. Walker was a Vice President of Vought
Aircraft Industries. Mr. Walker served as the Vice
President/General Manager of The Aerostructures Corp. from 2002
until 2003 and served as Vice President of Programs and
Marketing from 1997 through 2002. Mr. Walker received his
BEME and MSME from Vanderbilt University.
Gloria Farha Flentje,
64. Ms. Flentje became the Vice
President, General Counsel and Secretary of Spirit Holdings on
November 15, 2006, and became Senior Vice President of
Administration and Human Resources on August 14, 2007.
Prior to the Boeing Acquisition, she worked for Boeing as Chief
Legal Counsel for five years. Prior to joining Boeing, she was a
partner in the Wichita, Kansas law firm of Foulston &
Siefkin, L.L.P., where she represented numerous clients,
including Boeing, on employment and labor matters and school law
issues. Ms. Flentje graduated from the University of Kansas
with a Bachelor of Arts in Mathematics and International
Relations. She received her J.D. from Southern Illinois
University.
John Lewelling, 47. Mr. Lewelling
became the Senior Vice President, Strategy and Information
Technology of Spirit Holdings on November 15, 2006. Since
February 2006, he has served in this capacity for Spirit. Prior
to joining Spirit, Mr. Lewelling was the Chief Operating
Officer of GVW Holdings from 2004 to 2006. Mr. Lewelling
was a Managing Director with AlixPartners from 2002 to 2003.
Prior to that, he was a Partner with AT Kearney from 1999 to
2002. Mr. Lewelling received his Bachelor of Science degree
in Materials and Logistics Management with a dual focus in
Industrial Engineering and Business from Michigan State
University.
Richard Buchanan, 57. Mr. Buchanan
became the Vice President/General Manager of Fuselage
Structures/Systems Business Unit of Spirit Holdings in July of
2005. Since the date of the Boeing Acquisition, he has served in
this capacity for Spirit. Prior to the Boeing Acquisition, he
was employed by Boeing for more than 25 years, all of which
were spent at Boeing Wichita, except for one and one-half years
in Everett, Washington as Fuselage Leader for the 787. During
his tenure with Boeing, Mr. Buchanan held the positions of
Director for Sub-Assembly/Lot Time, Director for Light
Structures, and the Director and Leader of B737 Structures Value
Chain. Mr. Buchanan is a graduate of Friends University
with a Bachelor of Science degree in Human Resource Management.
Michael G. King, 52. Mr. King
became the Vice President/General Manager of the Propulsion
Structures and Systems Business Unit of Spirit Holdings on
November 15, 2006. Since the date of the Boeing
Acquisition, he has served in this capacity for Spirit. Prior to
the Boeing Acquisition, Mr. King worked for Boeing for
24 years, from 1980 until 2005. In 1990, Mr. King was
assigned to the Sub-Assembly/Lot Time Manufacturing Business
Unit at Boeing, responsible for lot time production activities.
From 1996 until 2002, he worked at Boeings Machining
Fabrication Manufacturing Business Unit with responsibility for
production of complex machined detail parts and assemblies for
all commercial airplane models. In 2002, Mr. King became
the Director of the Strut, Nacelle and Composite Responsibility
Center at Boeing. Mr. King earned an Associate of Arts
degree from Butler County Community College. He completed his
Bachelor of Science in Manufacturing Technology at Southwestern
College and received a Mini-MBA from Wichita State University.
Mr. King also completed the Duke University Executive
Management Program in 2002.
Neil McManus, 42. Mr. McManus is
the Vice President and Managing Director of Spirit AeroSystems
(Europe) Limited. Since the date of the BAE Systems
Aerostructures Acquisition, he has served in that capacity for
Spirit Europe. Mr. McManus joined BAE Systems
Aerostructures in 1986 and was appointed Managing
Director Aerostructures in January 2003.
Mr. McManus was educated at Loughborough University of
Science and
40
Technology, where he received his Bachelor of Science Honors
Degree in Engineering Manufacturing and a diploma in Industrial
Studies.
Donald R. Carlisle,
54. Mr. Carlisle became the Vice
President/General Manager of the AeroStructures Business Unit of
Spirit Holdings on November 15, 2006. Since the date of the
Boeing Acquisition, he has served in this capacity for Spirit
and is responsible for the design and manufacture of major
aerostructure products for commercial and military aerospace
programs. Mr. Carlisle served as Managing Director of
Boeings Tulsa and McAlester, Oklahoma plants from 2002
until the Boeing Acquisition. Prior to that assignment, he was
Managing Director of Boeings Tulsa Division with
responsibility for plants in Tennessee, Arkansas and Oklahoma.
Mr. Carlisle has over 30 years of leadership
experience in a wide range of aerospace business assignments
with Cessna, Martin Marietta, Rockwell International and Boeing,
including production engineering, operations, product and
business development, program management and sales and marketing
for both government and commercial programs.
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
Our class A common stock has been quoted on The New York
Stock Exchange under the symbol SPR since
November 21, 2006. Prior to that time, there was no public
market for our stock. As of February 15, 2008, there were
approximately 45 holders of record of class A common stock.
However, we believe that many additional holders of our
class A common stock are unidentified because a substantial
number of shares are held of record by brokers or dealers for
their customers in street names. The closing price on
February 15, 2008 was $27.51 per share as reported by The
New York Stock Exchange.
As of February 15, 2008, there were approximately 221
holders of record of class B common stock. Our class B
common stock is neither listed nor publicly traded.
The following table sets forth for the indicated period the high
and low sales price for our class A common stock on The New
York Stock Exchange.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006(1)
|
|
Fiscal Quarter
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
1st
|
|
$
|
32.61
|
|
|
$
|
27.45
|
|
|
$
|
|
|
|
$
|
|
|
2nd
|
|
$
|
38.10
|
|
|
$
|
31.16
|
|
|
$
|
|
|
|
$
|
|
|
3rd
|
|
$
|
41.72
|
|
|
$
|
30.40
|
|
|
$
|
|
|
|
$
|
|
|
4th
|
|
$
|
38.94
|
|
|
$
|
32.05
|
|
|
$
|
33.65
|
|
|
$
|
27.48
|
|
|
|
|
(1) |
|
From IPO date of November 21, 2006 through
December 31, 2006. |
Dividend
Policy
We did not pay any cash dividends in 2005, 2006, or 2007 and we
currently do not intend to pay cash dividends and, under
conditions in which our cash is below specific levels, are
prohibited from doing so under credit agreements governing our
credit facilities. Our future dividend policy will depend on the
requirements of financing agreements to which we may be a party.
Any future determination to pay dividends will be at the
discretion of our board of directors and will depend upon, among
other factors, our results of operations, financial condition,
capital requirements and contractual restrictions.
41
Securities
Authorized for Issuance under Equity Compensation
Plans
The following table represents restricted shares outstanding
under the 2005 Executive Incentive Plan, the 2005 Board of
Directors Plan, and the 2006 Short-term and Long-term Incentive
plans as of December 31, 2007.
Equity
Compensation Plan Information
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Remaining Available
|
|
|
|
Number of Securities
|
|
|
|
|
|
for Future Issuances
|
|
|
|
to be Issued
|
|
|
Weighted-Average
|
|
|
Under the Equity
|
|
|
|
Upon Exercise of
|
|
|
Exercise Price of
|
|
|
Compensation Plans
|
|
|
|
Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
(Excluding Securities
|
|
Plan Category
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
Reflected in Column(a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Restricted Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders(1)
|
|
|
2,762,879
|
|
|
$
|
|
|
|
|
7,516,626
|
|
Equity compensation plans not approved by security holders(2)
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Total
|
|
|
2,762,879
|
|
|
$
|
|
|
|
|
7,516,626
|
|
|
|
|
(1) |
|
Approved by previous security holders in place before our
initial public offering. |
|
(2) |
|
Our equity incentive plans provide for the issuance of incentive
awards to officers, directors, employees and consultants in the
form of stock appreciation rights, restricted stock and deferred
stock, in lieu of cash compensation. |
Recent
Sales of Unregistered Securities
The following share amounts give effect to the
3-for-1
stock split of our common stock that occurred on
November 16, 2006.
On June 16, 2005, Spirit Holdings issued
112,500,000 shares of class B common stock for an
aggregate purchase price of $375,000,000 to four investors in
reliance upon the exemption provided by Section 4(2) of the
Securities Act of 1933, as amended.
On June 17, 2005, Spirit Holdings issued 30,000 shares
of class B common stock for an aggregate purchase price of
$100,000 to a member of senior management pursuant to Spirit
Holdings Executive Incentive Plan in reliance upon the
exemption provided by Section 4(2) of the Securities Act.
On July 18, 2005, Spirit Holdings issued
6,179,478 shares of class B common stock for an
aggregate purchase price of $1,979,620 to members of senior
management pursuant to Spirit Holdings Executive Incentive
Plan in reliance upon the exemption provided by Rule 701 of
the Securities Act.
On August 1, 2005, Spirit Holdings issued an additional
1,575,858 shares of class B common stock for an
aggregate purchase price of $816,620 to members of senior
management pursuant to Spirit Holdings Executive Incentive
Plan in reliance upon the exemption provided by Rule 701 of
the Securities Act.
In September 2005, Spirit Holdings issued an aggregate of
1,950,000 shares of class B common stock for an
aggregate purchase price of $1,300,000 to members of senior
management pursuant to Spirit Holdings Executive Incentive
Plan and in reliance upon the exemption provided by
Rule 701 of the Securities Act.
On December 15, 2005, Spirit Holdings issued
75,000 shares of class B common stock to one of our
directors pursuant to Spirit Holdings Director Stock Plan
in reliance upon the exemption provided by Rule 506 of the
Securities Act.
On December 15, 2005, Spirit Holdings granted a total of
315,000 shares of class B common stock to seven
directors of Spirit pursuant to Spirit Holdings Director
Stock Plan. We do not believe such grants constituted sales
42
of securities under the securities act; however, if they were
sales of securities, they were issued in reliance on the
exemption provided by Section 4(2) of the Securities Act.
On January 2, 2006, Spirit Holdings issued
795,000 shares of class B common stock for an
aggregate purchase price of $500,000 to three accredited
investors in reliance upon the exemption provided by
Rule 506 of the Securities Act.
On February 17, 2006, Spirit Holdings granted a total of
390,393 shares of class B common stock to members of
senior management pursuant to Spirit Holdings Short-Term
Incentive Plan. Such grants did not constitute sales of
securities under the Securities Act.
On February 17, 2006, Spirit Holdings granted a total of
74,550 shares of class B common stock to a member of
senior management pursuant to Spirit Holdings Long-Term
Incentive Plan. Such grant did not constitute a sale of
securities under the Securities Act.
In July 2006, Spirit Holdings issued an aggregate of
79,047 shares of class B common stock for an aggregate
purchase price of $606,027 to members of senior management
pursuant to Spirit Holdings Executive Incentive Plan and
in reliance upon the exemption provided by Rule 701 of the
Securities Act.
43
|
|
Item 6.
|
Selected
Financial Data
|
SELECTED
CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA
The following table sets forth our selected consolidated
financial data for each of the periods indicated. The periods
prior to and including June 16, 2005 reflect data of the
Wichita Division of Boeing Commercial Airplanes
(Predecessor) for financial accounting purposes. The
periods beginning June 17, 2005 reflect our financial data
after the Boeing Acquisition. Financial data for the year ended
December 31, 2003 (Predecessor), the year ended
December 31, 2004 (Predecessor), and the period from
January 1, 2005 through June 16, 2005 (Predecessor),
the period from June 17, 2005 through December 29,
2005 (Spirit Holdings) and the twelve month periods ended
December 31, 2006 and December 31, 2007 (Spirit
Holdings) are derived from the audited consolidated financial
statements of Predecessor or the audited consolidated financial
statements of Spirit Holdings, as applicable. The audited
consolidated financial statements for the period from
January 1, 2005 through June 16, 2005 (Predecessor),
and the period from June 17, 2005 through December 29,
2005 (Spirit Holdings) and the years ended December 31,
2006 and December 31, 2007 (Spirit Holdings) are included
in this Annual Report. You should read the information presented
below in conjunction with Managements Discussion and
Analysis of Financial Condition and Results of Operations
and our combined and consolidated financial statements and
related notes contained elsewhere in this Annual Report.
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|
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|
|
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Spirit Holdings
|
|
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|
Predecessor
|
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|
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|
Period
|
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|
|
Period
|
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|
|
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|
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|
|
|
|
|
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|
|
from
|
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|
|
from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 17,
|
|
|
|
January 1,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
through
|
|
|
|
through
|
|
|
Fiscal Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 29,
|
|
|
|
June 16,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(Dollars in millions, except per share data)
|
|
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
3,860.8
|
|
|
$
|
3,207.7
|
|
|
$
|
1,207.6
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Cost of sales(1)
|
|
|
3,197.2
|
|
|
|
2,934.3
|
|
|
|
1,056.4
|
|
|
|
$
|
1,163.9
|
|
|
$
|
2,074.3
|
|
|
$
|
2,063.9
|
|
Selling, general and administrative expenses(2)
|
|
|
192.1
|
|
|
|
225.0
|
|
|
|
140.7
|
|
|
|
|
79.7
|
|
|
|
155.1
|
|
|
|
116.7
|
|
Research and development
|
|
|
52.3
|
|
|
|
104.7
|
|
|
|
78.3
|
|
|
|
|
11.0
|
|
|
|
18.1
|
|
|
|
17.3
|
|
Special charge(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
419.2
|
|
|
|
(56.3
|
)
|
|
|
(67.8
|
)
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Interest expense and financing fee amortization(4)
|
|
|
(36.8
|
)
|
|
|
(50.1
|
)
|
|
|
(25.5
|
)
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Interest income
|
|
|
29.0
|
|
|
|
29.0
|
|
|
|
15.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net
|
|
|
8.4
|
|
|
|
5.9
|
|
|
|
1.3
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before benefits from income taxes
|
|
|
419.8
|
|
|
|
(71.5
|
)
|
|
|
(76.6
|
)
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Income tax benefit (provision)(5)
|
|
|
(122.9
|
)
|
|
|
88.3
|
|
|
|
(13.7
|
)
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
296.9
|
|
|
$
|
16.8
|
|
|
$
|
(90.3
|
)
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share, basic
|
|
$
|
2.21
|
|
|
$
|
0.15
|
|
|
$
|
(0.80
|
)
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Shares used in per share calculation, basic
|
|
|
134.5
|
|
|
|
115.6
|
|
|
|
113.5
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Net income (loss) per share, diluted
|
|
$
|
2.13
|
|
|
$
|
0.14
|
|
|
$
|
(0.80
|
)
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Shares used in per share calculation, diluted
|
|
|
139.3
|
|
|
|
122.0
|
|
|
|
113.5
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spirit Holdings
|
|
|
|
Predecessor
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
|
Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from
|
|
|
|
from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 17,
|
|
|
|
January 1,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
through
|
|
|
|
through
|
|
|
Fiscal Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 29,
|
|
|
|
June 16,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(Dollars in millions)
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by (used in) operating activities
|
|
$
|
180.1
|
|
|
$
|
273.6
|
|
|
$
|
223.8
|
|
|
|
$
|
(1,177.8
|
)
|
|
$
|
(2,164.9
|
)
|
|
$
|
(2,081.8
|
)
|
Cash flow (used in) investing activities
|
|
$
|
(239.1
|
)
|
|
$
|
(473.6
|
)
|
|
$
|
(1,030.3
|
)
|
|
|
$
|
(48.2
|
)
|
|
$
|
(54.4
|
)
|
|
$
|
(43.3
|
)
|
Cash flow provided by financing activities
|
|
$
|
8.3
|
|
|
$
|
140.9
|
|
|
$
|
1,047.8
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Capital expenditures
|
|
$
|
(288.2
|
)
|
|
$
|
(343.2
|
)
|
|
$
|
(144.6
|
)
|
|
|
$
|
(48.2
|
)
|
|
$
|
(54.4
|
)
|
|
$
|
(43.3
|
)
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents(6)
|
|
$
|
133.4
|
|
|
$
|
184.3
|
|
|
$
|
241.3
|
|
|
|
$
|
0.8
|
|
|
$
|
3.0
|
|
|
$
|
3.6
|
|
Accounts receivable, net
|
|
$
|
159.9
|
|
|
$
|
200.2
|
|
|
$
|
98.8
|
|
|
|
$
|
0.4
|
|
|
$
|
2.0
|
|
|
$
|
2.0
|
|
Inventories, net
|
|
$
|
1,342.6
|
|
|
$
|
882.2
|
|
|
$
|
510.7
|
|
|
|
$
|
487.6
|
|
|
$
|
524.6
|
|
|
$
|
529.4
|
|
Property, plant & equipment, net
|
|
$
|
963.8
|
|
|
$
|
773.8
|
|
|
$
|
518.8
|
|
|
|
$
|
528.4
|
|
|
$
|
511.0
|
|
|
$
|
555.3
|
|
Total assets
|
|
$
|
3,339.9
|
|
|
$
|
2,722.2
|
|
|
$
|
1,656.6
|
|
|
|
$
|
1,020.4
|
|
|
$
|
1,043.6
|
|
|
$
|
1,093.3
|
|
Total debt
|
|
$
|
595.0
|
|
|
$
|
618.2
|
|
|
$
|
721.6
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Long-term debt
|
|
$
|
579.0
|
|
|
$
|
594.3
|
|
|
$
|
710.0
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Shareholders equity
|
|
$
|
1,266.6
|
|
|
$
|
859.0
|
|
|
$
|
325.8
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
(1) |
|
Included in 2006 cost of sales are non-recurring charges of
$321.9 million for the Union Equity Participation Plan. |
|
(2) |
|
Includes non-cash stock compensation expenses of
$32.6 million, $56.6 million, $34.7 million,
$22.1 million, $23.3 million, and $12.9 million
for the respective periods starting with the twelve months ended
December 31, 2007. Also included in 2007 are
$4.9 million of costs associated with evaluation of
Airbus European manufacturing sites in 2007. Included in
2006 are $8.3 million of IPO related charges. |
|
(3) |
|
In 2003, a charge was allocable to Boeing Wichita in connection
with the close-out of the Boeing B757 program. |
|
(4) |
|
Included in 2006 interest expense and financing fee amortization
are expenses related to the IPO of $3.7 million. |
|
(5) |
|
Included in the 2006 income tax benefit is a $40.1 million
federal and a $4.0 million state tax valuation allowance
reversal totaling $44.1 million. |
|
(6) |
|
Prior to the Boeing Acquisition, the Predecessor was part of
Boeings cash management system, and consequently, had no
separate cash balance. Therefore, at June 16, 2005,
December 31, 2004, and December 31, 2003, the
Predecessor had negligible cash on the balance sheet. |
45
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
You should read the following discussion of our financial
condition and results of operations in conjunction with the
audited consolidated financial statements, the notes to the
audited consolidated financial statements and the Selected
Consolidated Financial Information and Other Data
appearing elsewhere in this Annual Report. This discussion
covers periods before and after the closing of the Boeing
Acquisition. The discussion and analysis of historical periods
prior to the Boeing Acquisition do not reflect the impact of the
Boeing Acquisition. In addition, this discussion contains
forward-looking statements that must be understood in the
context of numerous risks and uncertainties, including, but not
limited to, those described in the Risk Factors
section of this Annual Report. See Cautionary Statements
Regarding Forward-Looking Statements. Our results may
differ materially from those anticipated in any forward-looking
statements.
Recent
Events
Boeing B787-8 Announcement. On
January 16, 2008, The Boeing Company announced an
additional three month schedule shift of the first flight and
initial delivery under the B787 program. The initial deliveries
were rescheduled for early 2009 rather than late 2008.
Under our current contractual arrangement with Boeing, we will
not receive payment for B787-8 ship sets delivered to Boeing
prior to certification and the earlier of Boeings delivery
of the aircraft to the customer or the passage of twenty-four
months from our ship set delivery to Boeing. Our original
estimate of the impact of this arrangement to working capital,
which is calculated as the net of production inventory,
engineering costs capitalized into inventory, accounts
receivable and accounts payable, was $300 million to
$550 million between December 31, 2006 and May 2008
when the B787-8 was originally scheduled for certification and
delivery. With certification and delivery of the B787-8 now
scheduled for early 2009, we now estimate the impact of the
arrangement on working capital to be a maximum of an additional
$450 million, which increases the range of working capital
impact from the B787-8 to between $750 million and
$1.0 billion. Discussions between Spirit and Boeing
regarding our additional working capital requirements resulting
from the impact of 787 schedule shifts to Spirits 2008
cash flow are continuing. We are also evaluating alternatives
for securing additional financing to meet potential liquidity
needs. See Liquidity and Capital Resources for a
full discussion of our liquidity.
Overview
We are the largest independent original parts designer and
manufacturer of aerostructures in the world. Aerostructures are
structural components, such as fuselages, propulsion systems and
wing systems for commercial, military and business jet aircraft.
We derive our revenues primarily through long-term supply
agreements with Boeing and Airbus. For the twelve months ended
December 31, 2007, we generated net revenues of
$3,860.8 million and net income of $296.9 million.
We are organized into three principal reporting segments:
(1) Fuselage Systems, which include the forward, mid and
rear fuselage sections, (2) Propulsion Systems, which
include nacelles, struts/pylons and engine structural components
and (3) Wing Systems, which include facilities in Tulsa and
McAlester, Oklahoma and Prestwick, Scotland that manufacture
wings, wing components, flight control surfaces, and other
miscellaneous structural parts. All other activities fall within
the All Other segment, principally made up of sundry sales of
miscellaneous services and sales of natural gas through a
tenancy-in-common
with other Wichita companies. Fuselage Systems, Propulsion
Systems, Wing Systems and All Other represented approximately
46%, 28%, 25% and 1%, respectively, of our revenues for the
twelve months ended December 31, 2007.
Market
Trends
The financial health of the commercial airline industry has a
direct and significant effect on our commercial aircraft
programs. The commercial airline industry is impacted by the
strength of the global economy and geo-political events around
the world. In the last two years, both U.S. and foreign air
carriers have returned to profitability despite high fuel
prices. Healthy increases in global revenue passenger miles
(RPMs) have been driven by increasing business and recreational
travel demands within the established U.S. and European
markets, and continuing deregulation and economic growth
stimulating traffic in Asia and the Middle East. Near-term
challenges include high fuel prices (possibly leading to higher
fares), and the continuing turmoil in global credit markets
46
(possibly leading to widespread economic slowdown, restricted
discretionary spending, and a slowdown in air traffic). Possible
exogenous shocks such as expanding conflicts in the Middle East,
renewed terrorist attacks against the industry, or pandemic
health crises have the potential to cause precipitous declines
in air traffic.
In 2005, Boeing and Airbus experienced record aggregate annual
airplane orders, followed in 2006 with aggregate annual order
totals that, at the time, were the second highest ever. This was
followed by a new historical high for aggregate annual airplane
orders in 2007. As reported by Boeing and Airbus, the
December 31, 2007 combined backlog totaled 6,848 commercial
aircraft, which grew from a backlog of 4,985 as of
December 31, 2006. The current backlog represents
approximately 7.7 years of commercial production at 2007
delivery rates. Many industry experts believe that annual
commercial orders will continue to exceed industry output in
2008, though orders are not expected to approach the record
levels of 2005 to 2007. The extensive backlog has resulted in
increased delivery forecasts from both Boeing and Airbus for
2008. The following table sets forth the historical deliveries
of Boeing and Airbus for 2002 through 2007, and their announced
delivery expectations for 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
2008(1)
|
|
|
Boeing
|
|
|
381
|
|
|
|
281
|
|
|
|
285
|
|
|
|
290
|
|
|
|
398
|
|
|
|
441
|
|
|
|
>475
|
|
Airbus
|
|
|
303
|
|
|
|
305
|
|
|
|
320
|
|
|
|
378
|
|
|
|
434
|
|
|
|
453
|
|
|
|
>470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
684
|
|
|
|
586
|
|
|
|
605
|
|
|
|
668
|
|
|
|
832
|
|
|
|
894
|
|
|
|
>945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Boeing has announced 2008 deliveries to be between
475-480.
Airbus deliveries of >470 are based on Airbus delivery
forecasts. |
Although the commercial aerospace industry is currently
experiencing a period of increasing production, our business
could be adversely affected by significant changes in the
U.S. or global economy. Historically, aircraft travel
correlates to economic conditions. Weakening economies can lead
to a reduction in airline traffic and resultant decreases in new
orders, or even cancellations of existing orders. Part of our
strategy during this upturn is to work on diversifying our
customer base and reducing our fixed to variable cost ratio so
we have downside protection in the cyclical civil aerospace
market.
2008
Outlook
We expect the following results, or ranges of results, for the
year ending December 31, 2008:
|
|
|
|
|
|
|
2008 Outlook
|
|
2007 Actuals
|
|
Revenues
|
|
~$4.7 billion
|
|
$3.9 billion
|
Earnings per share, diluted
|
|
$2.30-2.40 per share
|
|
$2.13 per share
|
Effective tax rate
|
|
33%-34%
|
|
29.3%
|
Our 2008 outlook is based on the following market assumptions:
|
|
|
|
|
We expect our 2008 revenues to be approximately
$4.7 billion, or 21% higher than 2007 revenues. The 2008
revenue projection is based on previously issued 2008 Boeing and
Airbus delivery guidance of
475-480
aircraft and approximately 470 aircraft, respectively. Our
revenue guidance for 2008 assumes delivery of approximately
forty-five 787 ship sets from Spirit to Boeing. On
January 16, 2008, Boeing announced an additional three
month schedule shift in first flight and first delivery on the
787 program. Presently, we are jointly assessing with Boeing the
impact of this announcement on our 2008 deliveries to them. A
reduction in our 2008 787 ship set deliveries would likely
result in lower than forecasted revenues and earnings for the
year. Major focus areas for us on the 787 program continue to be
solidifying the supply base, accommodating engineering changes,
and timely receipt of systems and wiring for installation.
|
|
|
|
Assuming a $4.7 billion revenue base, earnings per share
for 2008 are expected to be between $2.30 and $2.40 per share as
increased volumes on large commercial aircraft programs and
improved operating efficiencies increase profitability.
|
|
|
|
Discussions between Spirit and Boeing concerning 787 schedule
shift impacts to our 2008 cash flow are continuing. We expect to
provide cash flow guidance upon completion of these discussions.
We are also
|
47
|
|
|
|
|
evaluating alternatives for securing additional financing to
meet potential liquidity needs. See Liquidity and Capital
Resources for a full discussion of our liquidity.
|
|
|
|
|
|
Effective December 31, 2007, the U.S. research tax
credit expired. While there has been activity to retroactively
extend the research credit, a bill has not been signed into law.
If a retroactive extension of the credit is not signed into law,
there could be an unfavorable impact on our 2008 effective
income tax rate. The impact of the U.S. research tax credit
reduced the 2007 effective income tax rate by 1.4%.
|
The
Boeing Acquisition and Related Transactions
In December 2004 and February 2005, an investor group led by
Onex Partners LP and Onex Corporation formed the companies of
Spirit and Spirit Holdings, respectively, for the purpose of
acquiring Boeing Wichita. On June 16, 2005, Spirit acquired
Boeing Wichita for a cash purchase price of approximately
$903.9 million and the assumption of certain liabilities,
pursuant to the Asset Purchase Agreement. Based on final working
capital and other factors specified in the Asset Purchase
Agreement, a purchase price adjustment of $19.0 million was
paid to Spirit in the fourth quarter of 2005. The acquisition
was financed through borrowings of a $700.0 million Term
Loan B under our senior secured credit facilities and an equity
investment of $375.0 million. Proceeds from the Term Loan B
were used to consummate the Boeing Acquisition and pay fees and
expenses incurred in connection therewith and for working
capital. Our senior secured credit facilities also included a
$175.0 million revolving credit facility (which has since
been increased to $400.0 million), none of which was
borrowed at the closing date of the Boeing Acquisition and
$0.3 million of which is outstanding in the form of letters
of credit (which has since increased to $12.4 million). In
connection with the Boeing Acquisition, Boeing is required to
make payments to Spirit in amounts of $45.5 million in 2007
(all of which was paid), $116.1 million in 2008 and
$115.4 million in 2009, in payment for various tooling and
capital assets built or purchased by Spirit. These amounts are
included at their net present value within current and
non-current assets in the consolidated balance sheet. Spirit
will retain unimpeded usage rights and custody of these assets
for their remaining useful lives without compensation to Boeing.
Boeing also contributed $30.0 million to us to partially
offset our costs to transition to a stand-alone company. The
fair value of the various assets acquired and liabilities
assumed were determined by management based on valuations
performed by an independent third party. The fair value of the
net assets acquired exceeded the total consideration for the
acquisition by approximately $739.1 million. The excess
(negative goodwill) was allocated on a pro rata basis to
long-lived assets.
In connection with the Boeing Acquisition, we entered into a
long-term supply agreement under which we are Boeings
exclusive supplier for substantially all of the products and
services that Boeing Wichita provided to Boeing prior to the
Boeing Acquisition. The supply contract is a requirements
contract covering certain products such as fuselages, struts,
wing components and nacelles for Boeing B737, B747, B767 and
B777 commercial aircraft programs for the life of these
programs, including any commercial derivative models. Pricing
for existing products is contractually set through May 2013,
with average prices decreasing at higher volume levels and
increasing at lower volume levels. We also entered into a
long-term supply agreement for Boeings new B787 platform
covering the life of this platform, including commercial
derivatives. Under this contract, we will be Boeings
exclusive supplier for the forward fuselage, fixed and moveable
leading wing edges and engine pylons for the B787. Pricing for
the initial configuration of the B787-8 model is generally set
through 2021, with prices decreasing as cumulative production
volume levels are achieved. Prices are subject to adjustment for
abnormal inflation (above a specified level in any year) and for
certain production, schedule and other specific changes,
including design changes from the contract configuration
baseline. We are currently in negotiations with Boeing on
pricing for certain changes. The parties have agreed to
negotiate in good faith the prices for future commercial
derivatives, such as the B787-3 and the B787-9, based on
principles consistent with the B787 Supply Agreement terms as
they relate to the B787-8 model.
Union
Equity Participation Plan Compensation Expense
Pursuant to our Union Equity Participation Plan (UEP) we were
obligated to pay benefits tied to the value of our class B
common stock for the benefit of certain employees represented by
the IAM, IBEW and UAW upon the consummation of our initial
public offering. The benefits were to be paid, at our option, in
the form of cash
and/or
future issuance of shares of our class A common stock,
valued at the initial public offering price. The Company
48
expensed $321.9 million and $1.2 million related to
the Union Equity Participation Plan for the year ended
December 31, 2006 and the quarter ended March 29,
2007, respectively. We paid approximately 39.0% of the total
benefit in shares of class A common stock, through the
issuance of 4,812,344 shares in March 2007. The portion of
the benefit that was paid in stock was accounted for as an
equity based plan under SFAS 123(R), Statement of Financial
Accounting Standards No. 123 (revised
2004) Share-Based Payment. This treatment resulted
in a $125.7 million increase and a $0.7 million
decrease to additional paid-in capital on our consolidated
balance sheet as of December 31, 2006 and March 29,
2007, respectively. The decrease as of March 29, 2007,
resulted from the payment of cash in lieu of shares to employees
whose employment terminated prior to March 15, 2007. The
remainder of the benefit was paid in cash using
$149.3 million of the proceeds of the initial public
offering and $48.5 million from available cash.
Basis of
Presentation
Since the Boeing Acquisition was effective on June 17,
2005, the financial statements and subsidiary detail for prior
periods relate to our predecessor, the Wichita Division of
Boeing Commercial Airplanes (BCA), which we refer to as Boeing
Wichita or the Predecessor, and are presented on a carve-out
basis. As a result, we believe that the financial statements for
the Predecessor are not comparable to the financial statements
for Spirit Holdings for periods following the Boeing
Acquisition, as described under the heading
Pre-Boeing Acquisition Results are Not
Comparable to Post-Boeing Acquisition Results.
Prior to the Boeing Acquisition. Prior to the
completion of the Boeing Acquisition, the Predecessor was a
division of Boeing and was not a separate legal entity.
Historically, the Predecessor functioned as an internal supplier
of parts and assemblies to Boeing aircraft programs and had very
few sales to third parties. It operated as a cost center within
Boeing, meaning that it recognized its cost of products
manufactured for BCA programs, but did not recognize any
corresponding revenues for those products. No intra-company
pricing was established for the parts and assemblies that the
Predecessor supplied to Boeing. Revenues from sales to third
parties were insignificant, consisting of less than $100,000 in
each of 2003 and 2004, and in the period from January 1,
2005 through the closing date of the Boeing Acquisition. As a
cost center, the division operated under intra-company
arrangements with Boeing, with all transactions with Boeing
conducted on a non-cash basis. The Predecessor accumulated
incurred costs and assigned a per-finished item value to the
airplane programs as completed items were delivered to
Boeings Puget Sound facilities for final assembly.
Certain amounts included in the Predecessors financial
statements have been allocated from BCA
and/or
Boeing. Spirit believes that these allocations are reasonable,
but not necessarily indicative of costs that would have been
incurred by Boeing Wichita had it operated as a stand-alone
business for the same periods.
Statements of cash flows have not been presented for the
Predecessor because it did not maintain cash accounts and
participated in Boeings centralized cash management
systems with Boeing funding all of its cash requirements.
The Predecessors financial statements include both the
Wichita and Tulsa/McAlester sites. All intercompany balances and
transactions involving the consolidating entities have been
eliminated in consolidation.
Post Boeing Acquisition. Since the Boeing
Acquisition, Spirit has operated as a stand-alone entity with
its own accounting records. The consolidated financial
statements for the period from June 17, 2005 through
December 29, 2005 and the consolidated financial statements
for the years ended December 31, 2006 and December 31,
2007, include Spirit Holdings, Spirit and its other subsidiaries
in accordance with Accounting Research
Bulletin No. 51, SFAS No. 94 and Financial
Accounting Standards Board, or FASB, Interpretation
No. 46(R). All intercompany balances and transactions have
been eliminated in consolidation.
Critical
Accounting Policies
The following discussion and analysis of our financial condition
and results of operations is based upon our consolidated
financial statements, which have been prepared in accordance
with U.S. GAAP. The preparation of these financial
statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates,
including those related to inventory, income taxes, financing
obligations, warranties,
49
pensions and other post-retirement benefits and contingencies
and litigation. We base our estimates on historical experience
and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other
sources. Management believes that the quality and reasonableness
of our most critical policies enable the fair presentation of
our financial position and results of operations. However, the
sensitivity of financial statements to these methods,
assumptions and estimates could create materially different
results under different conditions or using different
assumptions.
The following are our most critical accounting policies, which
are those that require managements most subjective and
complex judgments, requiring the use of estimates about the
effect of matters that are inherently uncertain and may change
in subsequent periods.
Revenues
and Profit Recognition
A significant portion of Spirits revenues are recognized
under long-term, volume-based pricing contracts, requiring
delivery of products over several years. Spirit recognizes
revenue under the contract method of accounting and records
sales and profits on each contract in accordance with the
percentage-of-completion method of accounting, using the units
of delivery method. We follow the requirements of Statement of
Position
81-1
(SOP 81-1),
Accounting for Performance of Construction-Type and Certain
Production-Type Contracts (the contract method of
accounting), using the cumulative
catch-up
method in accounting for revisions in estimates. Under the
cumulative
catch-up
method, the impact of revisions in estimates is recognized
immediately when changes in estimated contract profitability
become known.
A profit rate is estimated based on the difference between total
revenues and total costs of a contract. Total revenues at any
given time include actual historical revenues up to that time
plus future estimated revenues. Total costs at any given time
include actual historical costs up to that time plus future
estimated costs. Estimated revenues include negotiated or
expected values for units delivered, estimates of probable
recoveries asserted against the customer for changes in
specifications, price adjustments for contract and volume
changes, and escalation. Costs include the estimated cost of
certain pre-production effort (including non-recurring
engineering and planning subsequent to completion of final
design) plus the estimated cost of manufacturing a specified
number of production units. Estimates take into account
assumptions relative to future labor performance and rates, and
projections relative to material and overhead costs including
expected learning curve cost reductions over the
term of the contract. The specified number of production units
used to establish the profit margin (contract block)
is predicated upon contractual terms and market forecasts. The
assumed timeframe/period covered by the contract block is
generally equal to the period specified in the contract or the
future timeframe for which we can project reasonably dependable
cost estimates. If the contract is a life of program
contract, then the life of the contract block is usually the
latter of these timeframes. Estimated revenues and costs also
take into account the expected impact of specific contingencies
that we believe are probable.
Estimates of revenues and costs for our contracts span a period
of multiple years and are based on a substantial number of
underlying assumptions. We believe that the underlying
assumptions are sufficiently reliable to provide a reasonable
estimate of the profit to be generated. However, due to the
significant length of time over which revenue streams will be
generated, the variability of the revenue and cost streams can
be significant if the assumptions change.
For revenues not recognized under the contract method of
accounting, we recognize revenues from the sale of products at
the point of passage of title, which is generally at the time of
shipment. Revenues earned from providing maintenance service are
recognized when the service is complete. Revenues from
non-recurring design work are recognized based on substantive
milestones that are indicative of our progress toward completion.
For hardware end items, the Predecessor recognized transferred
costs when the item was due on dock at Boeings major
assembly facility. Costs of products manufactured at the
Predecessors Wichita site were valued at discrete unit
cost, while costs of products manufactured at its
Tulsa/McAlester facility were valued based on the estimated
average cost for a Boeing-defined block of units. The cost of
other work (services, tooling, etc.) was measured at actual cost
as the costs were incurred by the Predecessor.
50
We treat the Boeing-owned tooling that we use in the performance
of our supply agreements with Boeing as having been obtained in
the Boeing Acquisition pursuant to the equivalent of a capital
lease and we take a charge against revenues for the amortization
of such tooling in accordance with EITF
No. 01-3,
Accounting in a Business Combination for Deferred Revenue of
an Acquiree and EITF
No. 01-9,
Accounting for Consideration Given by a Vendor to a Customer
(including a Reseller of the Vendors Products).
Inventory
Raw materials are stated at the lower of cost (on an actual or
average cost basis) or market which is consistent with the
Predecessors valuation of raw materials. Inventory costs
relating to long-term contracts are stated at the actual
production costs, including manufacturing and engineering
overhead incurred to date, reduced by amounts associated with
revenues recognized on units delivered.
Inventory costs on long-term contracts include certain
pre-production costs incurred once research and development
activity has ended and the product is ready for manufacture,
including applicable overhead, in accordance with
SOP 81-1.
In addition, inventory costs typically include higher learning
curve costs on new programs. These factors usually result in an
increase in inventory (referred to as
excess-over-average or deferred production
costs) during the early years of a contract. These costs
are deferred only to the extent the amount of actual or expected
excess-over-average is reasonably expected to be fully offset by
lower than average costs in future periods of a contract.
If we determine that in-process inventory plus estimated costs
to complete a specific contract exceeds the anticipated
remaining sales value of such contract, such excess is charged
to cost of sales in the period in which such determination is
made, thus reducing inventory to estimated realizable value.
Finished goods inventory is stated at its estimated average per
unit cost based on all units expected to be produced.
Income
Taxes
Income taxes are accounted for in accordance with
SFAS No. 109, Accounting for Income Taxes.
Deferred income tax assets and liabilities are recognized for
the future income tax consequences attributable to differences
between the financial statement carrying amounts for existing
assets and liabilities and their respective tax bases. A
valuation allowance is recorded to reduce deferred income tax
assets to an amount that in managements opinion will
ultimately be realized. The effect of changes in tax rates is
recognized in the period during which the rate change occurs.
We record an income tax expense or benefit based on the net
income earned or net loss incurred in each tax jurisdiction and
the tax rate applicable to that income or loss. In the ordinary
course of business, there are transactions for which the
ultimate tax outcome is uncertain. These uncertainties are
accounted for in accordance with FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes.
The final tax outcome for these matters may be different
than managements original estimates made in determining
the income tax provision. A change to these estimates could
impact the effective tax rate and net income or loss in
subsequent periods. We use the flow-through accounting method
for investment tax credits. Under this method, investment tax
credits reduce income tax expense.
No income taxes were identified or allocated to the Predecessor.
All income taxes were recorded at the Boeing corporate level.
Pensions
and Other Post-Retirement Benefits
We account for pensions and other post-retirement benefits in
accordance with SFAS No. 87, Employers
Accounting for Pensions and SFAS No. 106,
Employers Accounting for Post-retirement Benefits Other
Than Pensions, both as modified by SFAS 132(R),
Employers Disclosures about Pensions and Other
Post-retirement Benefits (As Amended) and SFAS 158
(SFAS 158), Employers Accounting for Defined
Benefit Pension and Other Post-retirement Plans. The
Financial Accounting Standards Board issued and we adopted SFAS
158 during 2006, which requires companies to reflect the funded
status for each of their defined benefit and post-retirement
plans on
51
the balance sheet. In 2007 and 2006 we used November 30 as our
measurement date. Beginning in 2008, we are required to use
December 31 as our measurement date.
Assumptions used in determining the benefit obligations and the
annual expense for our pension and post-retirement benefits
other than pensions are evaluated and established in conjunction
with an independent actuary.
We set the discount rate assumption annually for each of our
retirement-related benefit plans as of the measurement date,
based on a review of projected cash flows and long-term
high-quality corporate bond yield curves. The discount rate
determined on each measurement date is used to calculate the
benefit obligation as of that date, and is also used to
calculate the net periodic benefit expense (income) for the
upcoming plan year.
We derive assumed expected rate of return on pension assets from
the long-term expected returns based on the investment
allocation by class specified in our investment policy. The
expected return on plan assets determined on each measurement
date is used to calculate the net periodic benefit
expense/(income) for the upcoming plan year.
Assumed health care cost trend rates have a significant effect
on the amounts reported for the post-retirement health care
plans. To determine the health care cost trend rates, we
consider national health trends and adjust for our specific plan
designs and locations.
The Predecessor participated in various pension and
post-retirement plans sponsored by Boeing which covered
substantially all of its employees. The costs of such plans were
not discretely identifiable to the Predecessor, but were
allocated by Boeing to the Predecessor and included in the cost
of products transferred. The assets and obligations under these
plans were also not discretely identified to the Predecessor.
Stock
Compensation Plans
At inception, we adopted SFAS No. 123(R), which
generally requires companies to measure the cost of employee and
non-employee services received in exchange for an award of
equity instruments based on the grant-date fair value and to
recognize this cost over the requisite service period or
immediately if there is no service period or other performance
requirements. Stock-based compensation represents a significant
accounting policy of ours which is further described in
Note 2 within the notes to our consolidated financial
statements included in this Annual Report.
We have established various stock compensation plans which
include restricted share grants and stock purchase plans.
Purchase
Accounting
Boeing Acquisition. We have accounted for the
Boeing Acquisition as a purchase in accordance with
SFAS No. 141, Business Combinations, and
recorded the assets acquired and liabilities assumed based upon
the estimated fair value of the consideration paid, which is
summarized in the following table.
|
|
|
|
|
|
|
(Dollars in millions)
|
|
|
Cash payment to Boeing
|
|
$
|
903.9
|
|
Direct costs of the acquisition
|
|
|
20.2
|
|
Less:
|
|
|
|
|
Consideration to be returned from Boeing for sale of capital
assets
|
|
|
(202.8
|
)
|
Consideration to be returned from Boeing for transition costs
|
|
|
(30.0
|
)
|
Working capital settlement
|
|
|
(19.0
|
)
|
|
|
|
|
|
Total consideration
|
|
$
|
672.3
|
|
|
|
|
|
|
Direct costs of the acquisition include professional fees paid
to outside advisors for investment banking, legal, tax, due
diligence, appraisal and valuation services.
In connection with the Boeing Acquisition, Boeing agreed to make
non-interest bearing payments to Spirit in amounts of
$45.5 million in 2007 (all of which was paid),
$116.1 million in 2008 and $115.4 million in 2009, in
payment for various tooling and capital assets built or
purchased by Spirit. Spirit will retain usage rights and custody
of the assets for their remaining useful lives without
compensation to Boeing. Since Spirit retains the risks and
rewards of ownership
52
to such assets, Spirit recorded such amounts as consideration to
be returned from Boeing at a net present value of approximately
$202.8 million. The initial amount accretes as interest
income until payments occur and are recorded as a component of
other assets. The accretion of interest income was approximately
$21.1 million, $22.0 million and $9.7 million in
the twelve months of 2007, 2006 and in fiscal 2005, respectively.
In connection with the Boeing Acquisition, Boeing also made
payments to Spirit totaling $30.0 million through June 2006
for Spirits costs of transition to a newly formed
enterprise. Since Spirit had no obligations under this
arrangement, such amounts were recorded as consideration to be
returned from Boeing. These payments were not discounted as they
were realized within one year of closing.
In accordance with the Asset Purchase Agreement, in fiscal 2005,
Boeing reimbursed Spirit approximately $19.0 million for
the contractually determined working capital settlement.
The fair value of the various assets acquired and liabilities
assumed were determined by management. The fair value of the net
assets acquired exceeded the total consideration for the
acquisition by approximately $739.1 million. The excess
(negative goodwill) was allocated on a pro rata basis to
long-lived assets and resulted in the purchase price allocation
as follows:
|
|
|
|
|
|
|
Book value
|
|
|
|
June 16, 2005
|
|
|
|
(Dollars in millions)
|
|
|
Cash
|
|
$
|
1.3
|
|
Accounts receivable
|
|
|
0.3
|
|
Inventory
|
|
|
479.2
|
|
Other current assets
|
|
|
0.3
|
|
Property, plant and equipment
|
|
|
231.1
|
|
Intangible assets
|
|
|
17.3
|
|
Other assets
|
|
|
6.8
|
|
Pension asset
|
|
|
101.2
|
|
Accounts payable and accrued liabilities
|
|
|
(130.2
|
)
|
Pension and post-retirement liabilities
|
|
|
(35.0
|
)
|
|
|
|
|
|
Net assets acquired
|
|
$
|
672.3
|
|
|
|
|
|
|
BAE Acquisition. We accounted for the BAE
Acquisition as a purchase in accordance with the provisions of
SFAS No. 141, Business Combinations, and
recorded the assets acquired and liabilities assumed based upon
the fair value of the consideration paid, which is summarized in
the following table:
|
|
|
|
|
|
|
(Dollars in millions)
|
|
|
Cash payment to BAE Systems
|
|
$
|
139.1
|
|
Direct costs of the acquisition
|
|
|
3.6
|
|
Working capital settlement
|
|
|
3.0
|
|
|
|
|
|
|
Total consideration
|
|
$
|
145.7
|
|
|
|
|
|
|
53
The fair value of the various assets acquired and liabilities
assumed was determined by management based on valuations
performed by an independent third party. The total consideration
exceeded the fair value of the net assets acquired by
approximately $7.9 million, resulting in goodwill. The
purchase price was allocated as follows:
|
|
|
|
|
|
|
Book value
|
|
|
|
April 1, 2006
|
|
|
|
(Dollars in millions)
|
|
|
Cash
|
|
$
|
0.3
|
|
Accounts receivable
|
|
|
64.3
|
|
Inventory
|
|
|
44.2
|
|
Other current assets
|
|
|
|
|
Property, plant and equipment
|
|
|
88.0
|
|
Intangible assets
|
|
|
30.1
|
|
Goodwill
|
|
|
7.9
|
|
Currency hedge assets
|
|
|
11.1
|
|
Accounts payable and accrued liabilities
|
|
|
(67.0
|
)
|
Pension liabilities
|
|
|
(19.1
|
)
|
Other liabilities
|
|
|
(12.4
|
)
|
Currency hedge liabilities
|
|
|
(1.7
|
)
|
|
|
|
|
|
Net assets acquired
|
|
$
|
145.7
|
|
|
|
|
|
|
New
Accounting Standards
In June 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes which is an
interpretation of FASB Statement 109, Accounting for Income
Taxes. Interpretation No. 48, effective for fiscal
years beginning after December 15, 2006, requires
management to perform a two-step evaluation for all tax
positions, ensuring that these tax return positions meet the
more likely than not recognition threshold and can
be measured with sufficient precision to determine the benefit
recognized in the financial statements. This interpretation
provides management with a comprehensive model for how the
Company should recognize, measure, present, and disclose in its
financial statements tax positions that the Company has taken or
expects to take on its income tax returns. We adopted the
provisions of Interpretation No. 48 on January 1,
2007. Previously, we had accounted for tax contingencies in
accordance with Statement of Financial Accounting Standards
No. 5, Accounting for Contingencies.
In accordance with Interpretation No. 48, the Company
recognizes the financial statement impact of a tax position only
after determining that, based on its technical merits, the
relevant tax authority would more likely than not sustain the
position upon audit. For tax positions meeting the more
likely than not threshold, the amount recognized in the
financial statements is the largest amount that has a greater
than 50% likelihood of being realized upon ultimate settlement
with the relevant tax authority. At the adoption date and for
the year ended December 31, 2007, Interpretation
No. 48 has been applied to all tax positions as the statute
of limitations has not expired for any of the Companys tax
years. As a result of the implementation of Interpretation
No. 48, the Company did not incur any change in the
liability for unrecognized tax benefits.
In September 2006, the FASB issued SFAS 157, Fair Value
Measurements (SFAS 157), which defines fair value,
establishes a framework for measuring fair value under GAAP, and
expands disclosures about fair value measures. It is effective
for fiscal years beginning after November 15, 2007, with
early adoption encouraged. The provisions of SFAS 157 are
to be applied on a prospective basis, with the exception of
certain financial instruments for which retrospective
application is required. On November 14, 2007, the FASB
granted a one year deferral for non-financial assets and
liabilities to comply with SFAS 157. The rules
scheduled effective date for financial assets, November 15,
remains intact. The adoption of SFAS 157 is not expected to
materially affect our financial position or results of
operations.
54
In February 2007, the FASB issued SFAS 159, The Fair
Value Option for Financial Assets and Financial
Liabilities Including an Amendment of FASB
Statement No. 115, which allows for the option to measure
financial instruments, warranties, and insurance contracts at
fair value. Unrealized gains and losses on items for which the
fair value option has been elected are reported in earnings. It
is effective for fiscal years beginning after November 15,
2007. Early adoption is permitted as of the beginning of a
fiscal year that begins on or before November 15, 2007,
provided the entity also elects to apply the provisions of
SFAS 157. We do not presently have any financial assets or
liabilities that we would elect to measure at fair value. The
adoption of SFAS 157 is not expected to materially affect
our financial position or results of operations.
In December 2007, the FASB issued SFAS No. 141(R),
Business Combinations (SFAS 141(R)), which replaces
SFAS No. 141. SFAS No. 141(R) requires an
acquirer to recognize the assets acquired, the liabilities
assumed, any non-controlling interest in the acquiree, and any
goodwill acquired to be measured at their fair value at the
acquisition date. The Statement also establishes disclosure
requirements which will enable users to evaluate the nature and
financial effects of the business combination. SFAS 141(R)
is effective for fiscal years beginning after December 15,
2008. The adoption of SFAS 141(R) will have an impact on
accounting for business combinations completed subsequent to
that adoption.
In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements an amendment of Accounting Research
Bulletin No. 51 (SFAS 160), which establishes
accounting and reporting standards for ownership interests in
subsidiaries held by parties other than the parent, the amount
of consolidated net income attributable to the parent and to the
noncontrolling interest, changes in a parents ownership
interest and the valuation of retained non-controlling equity
investments when a subsidiary is deconsolidated. The Statement
also establishes reporting requirements that provide sufficient
disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling
owners. SFAS 160 is effective for fiscal years beginning
after December 15, 2008. We do not expect the application
of SFAS 160 to have a material impact on our financial
position or results of operations.
Accounting
Changes and Pronouncements
Following the Boeing Acquisition, we adopted a number of
accounting policies, practices and conventions that differ from
the Predecessor, including but not limited to the following:
|
|
|
|
|
change from discrete unit or block costing to the use of
long-term contract accounting;
|
|
|
|
reclassification of certain costs from cost of sales to selling,
general and administrative costs, or SG&A;
|
|
|
|
change from accelerated depreciation methods for most personal
property to straight line depreciation methods for all property,
plant and equipment;
|
|
|
|
implementation of accounting for new activities that were not
performed by or otherwise recognized by the Predecessor; and
|
|
|
|
establishment of a lower dollar threshold for capitalization of
internal use software.
|
Other than the above changes associated with the transition of
Boeing Wichita to a stand-alone business, there have been no
significant changes in our critical accounting policies during
the periods presented.
Results
of Operations
A ship set is a full set of components produced by us for one
airplane, and may include fuselage components, wing systems and
propulsion systems. For purposes of measuring production or
deliveries for Boeing aircraft in a given period, the term
ship set refers to sets of structural fuselage
components produced or delivered in such period. For purposes of
measuring production or deliveries for Airbus aircraft in a
given period, the term ship set refers to sets of
wing components produced or delivered in such period. Other
components which are part of the same aircraft ship sets could
be produced or shipped in earlier or later accounting periods
than the components used to measure production or deliveries,
which may result in slight variations in production or delivery
quantities of the various ship set components in any given
period. The Predecessors results were driven primarily by
Boeings commercial airplane demand and the resulting
production volume.
55
For the twelve months ended December 29, 2005, combined
deliveries by Spirit and the Predecessor were 308 ship sets. As
a stand-alone company, including Spirit Europe deliveries,
Spirit delivered 761 ship sets in the twelve months ended
December 31, 2006 (which includes nine months of Spirit
Europe) and 963 ship sets in the twelve months ended
December 31, 2007, an increase of 202 ship sets over the
prior year.
Deliveries for the B737 increased from 233 ship sets in 2005 to
302 in 2006 and 331 in 2007. Deliveries for the B777 increased
from 49 ship sets delivered in 2005 to 65 in 2006 and 83 in
2007. B747 and B767 production remained at comparatively low
levels during fiscal periods 2005 and 2006, but the B747 did see
a modest increase in 2007. In the twelve months ended
December 31, 2007, we delivered 3 test units (2 fatigue and
1 static) and 1 production unit for the B787.
Period costs include expenses such as SG&A and research and
development that are charged directly to expense and not
capitalized in inventory as a cost of production.
Our higher period costs for the post-Boeing Acquisition periods
reflect new functions required to establish a stand-alone
business, accounting reclassifications and nonrecurring
transition costs of $35.8 million in 2005,
$27.5 million in 2006 and $10.3 million in 2007.
The following table sets forth, for the periods indicated,
certain of our operating data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spirit Holdings
|
|
|
Predecessor
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
Period
|
|
|
|
|
|
|
|
|
|
from
|
|
|
from
|
|
|
|
Twelve
|
|
|
Twelve
|
|
|
June 17,
|
|
|
January 1,
|
|
|
|
Months
|
|
|
Months
|
|
|
2005
|
|
|
2005
|
|
|
|
Ended
|
|
|
Ended
|
|
|
through
|
|
|
through
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 29,
|
|
|
June 16,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2005
|
|
|
|
(Dollars in millions)
|
|
|
Net revenues
|
|
$
|
3,860.8
|
|
|
$
|
3,207.7
|
|
|
$
|
1,207.6
|
|
|
|
N/A
|
|
Cost of sales(a)
|
|
|
3,197.2
|
|
|
|
2,934.3
|
|
|
|
1,056.4
|
|
|
$
|
1,163.9
|
|
Selling, general and administrative expenses(b)
|
|
|
192.1
|
|
|
|
225.0
|
|
|
|
140.7
|
|
|
|
79.7
|
|
Research and development
|
|
|
52.3
|
|
|
|
104.7
|
|
|
|
78.3
|
|
|
|
11.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
419.2
|
|
|
|
(56.3
|
)
|
|
|
(67.8
|
)
|
|
|
N/A
|
|
Interest expense and financing fee amortization
|
|
|
(36.8
|
)
|
|
|
(50.1
|
)
|
|
|
(25.5
|
)
|
|
|
N/A
|
|
Interest income
|
|
|
29.0
|
|
|
|
29.0
|
|
|
|
15.4
|
|
|
|
|
|
Other income, net
|
|
|
8.4
|
|
|
|
5.9
|
|
|
|
1.3
|
|
|
|
N/A
|
|
(Provision for) benefit from income taxes
|
|
|
(122.9
|
)
|
|
|
88.3
|
|
|
|
(13.7
|
)
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
296.9
|
|
|
$
|
16.8
|
|
|
$
|
(90.3
|
)
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Included in 2007 cost of sales are charges related to the UEP
payout of $1.2 million. Included in 2006 cost of sales are
fourth quarter charges related to the UEP payout of
$321.9 million. |
|
(b) |
|
Includes non-cash stock compensation expense of
$32.6 million, $56.6 million, $34.7 million, and
$22.1 million, respectively, for the periods starting with
the twelve months ended December 31, 2007. Also included in
the twelve months ended December 31, 2007, are
$4.9 million of costs associated with the evaluation of
Airbus European manufacturing sites. Included in the
twelve months ended December 31, 2006 are $8.3 million
of IPO related charges. |
Twelve
Months Ended December 31, 2007 as Compared to Twelve Months
Ended December 31, 2006
Net Revenues. Net revenues for the twelve
months ended December 31, 2007, were $3,860.8 million,
an increase of $653.1 million, or 20%, compared with net
revenues of $3,207.7 million for the same period in the
prior year. BAE Aerostructures was acquired on April 1,
2006; therefore 2006 results only include nine months of Spirit
Europe operations. In the first quarter of 2007, Spirit Europe
recorded net revenues of $126.9 million. The increase in
net revenues, excluding the first quarter of Spirit Europe, is
primarily attributable to delivery rate increases on the B737,
B747, B767 and B777 programs and delivery of the first B787
production ship set. Deliveries to Boeing
56
increased from 392 ship sets during the twelve months ended
December 31, 2006 to 446 ship sets in the twelve months
ended December 31, 2007, a 14% increase. In total, for the
twelve months ended December 31, 2007, we delivered 963
ship sets compared to 761 ship sets delivered for the same
period in the prior year, a 27% increase. Approximately 97% of
Spirits net revenues for the twelve months ended
December 31, 2007 came from our two largest customers,
Boeing and Airbus.
Cost of Sales. Cost of sales as a percentage
of net revenues was 83% for the twelve months ended
December 31, 2007, as compared to 92% for the same period
in the prior year. Cost of sales for 2007 includes a Union
Equity Plan (UEP) charge of only $1.2 million as compared
to $321.9 million charged in 2006. A favorable cumulative
catch-up
adjustment of $12.5 million was recorded in the twelve
months of 2007 related to periods prior to 2007, compared to a
favorable cumulative
catch-up
adjustment of approximately $59.0 million recorded in the
twelve months of 2006 related to periods prior to 2006. The
favorable cumulative
catch-up
adjustment for 2007 was primarily recorded in the Wing Systems
and Propulsion Systems segments and was driven by lower fringe
expenses and favorable cost trends within the current contract
blocks. The favorable cumulative
catch-up in
2006 was driven by decreases in fringe and pension expenses and
opening balance sheet adjustments, which resulted in lower
depreciation expense. Excluding these factors, cost of sales
increased 20%, comparable to the increase in sales, primarily
attributable to the increase in ship set deliveries and the
full-year impact of Spirit Europe.
SG&A, Research and Development and Other Period
Costs. SG&A, Research and Development and
other period costs as a percentage of net revenues for the
twelve months ended December 31, 2007 was 6% compared to
10% for the same period in the prior year. SG&A expenses
for the twelve months ended December 31, 2007, were lower
as a percentage of net revenues due to an increase in net
revenues and a reduction in spending on transition related costs
and lower stock compensation expenses. SG&A in 2007 also
included $7.0 million of non-cash stock compensation
expense related to the secondary offering that occurred in May
of 2007 and expenses of $4.9 million associated with the
evaluation of Airbus manufacturing sites in Europe.
Transition expenses were reduced from $27.5 million in 2006
to $10.3 million in 2007 as the transition to Spirit-owned
systems and processes progressed. In 2007, we recognized
$32.6 million in stock compensation expense as compared to
$56.6 million in 2006. Research and Development costs for
2007 were $52.3 million as compared to $104.7 million
in 2006. The lower 2007 R&D expenses can be attributed to
the completion of R&D spending on the 787 program.
Operating Income. Operating income for the
twelve months ended December 31, 2007, was
$419.2 million, compared to an operating loss of
($56.3) million for the same period in the prior year. The
increase is primarily related to the fact that operating income
for 2007 included $11.9 million of expense related to the
secondary offering and evaluation of Airbus European
manufacturing sites as compared to $330.2 million in IPO
related expense in 2006. Additional factors driving the increase
include the additional gross profit from greater sales volume,
improvements to cost of sales, lower SG&A expenses,
particularly transition and stock compensation expenses, and
lower R&D expenses, primarily associated with the
completion of R&D spending on the 787 program.
Interest Expense and Financing Fee
Amortization. Interest expense and financing fee
amortization for the twelve months ended December 31, 2007,
includes $31.7 million of interest and fees paid or accrued
in connection with long-term debt and $5.1 million in
amortization of deferred financing costs as compared to
$41.7 million of interest and fees paid or accrued in
connection with long-term debt and $4.7 million in
amortization of deferred financing costs in the prior year. Also
included in 2006 are expenses related to our public offering of
$3.7 million. The decrease in 2007 of $13.3 million as
compared to the twelve months ended December 31, 2006, was
primarily due to lower interest expense resulting from the
$100.0 million prepayment of debt and the write-off of the
related deferred financing costs in the fourth quarter of 2006.
Interest Income. Interest income was
$29.0 million for each of the twelve month periods ended
December 31, 2007, and December 31, 2006. Interest
income included the accretion of the discounted long-term
receivable from Boeing for capital expense reimbursement
pursuant to the Asset Purchase Agreement for the Boeing
Acquisition.
Provision for Income Taxes. Our reported tax
rate includes two principal components: an expected annual tax
rate and discrete items resulting in additional provisions or
benefits that are recorded in the quarter that an event
57
arises. Events or items that give rise to discrete recognition
could include finalizing audit examinations for open tax years,
a statute of limitations expiration, or a stock
acquisition.
The income tax provision for the twelve months ended
December 31, 2007, was $122.9 million compared to a tax
benefit in 2006 of $88.3 million. The change is related
primarily to the reversal of a non-recurring valuation allowance
recorded against deferred tax assets in 2006 and additional
state income tax credits recorded this year. The 2007 effective
tax rate was 29.3%. This is lower than the U.S. statutory tax
rate primarily due to state tax credits, the federal research
and development tax credit, and a qualified domestic production
activities deduction.
Segments. The following table shows segment
revenues for the twelve months ended December 31, 2007 as
compared to the twelve months ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
Twelve Months
|
|
|
Twelve Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Dollars in millions)
|
|
|
Segment Revenues
|
|
|
|
|
|
|
|
|
Fuselage Systems
|
|
$
|
1,790.7
|
|
|
$
|
1,570.0
|
|
Propulsion Systems
|
|
|
1,063.6
|
|
|
|
887.7
|
|
Wing Systems(1)
|
|
|
985.5
|
|
|
|
720.3
|
|
All Other
|
|
|
21.0
|
|
|
|
29.7
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,860.8
|
|
|
$
|
3,207.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Revenues for Wing Systems include Spirit Europe after
April 1, 2006, the date we acquired BAE Aerostructures. |
Comparative ship set deliveries by model are as follows:
|
|
|
|
|
|
|
|
|
|
|
Twelve Months
|
|
|
Twelve Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
Model
|
|
2007
|
|
|
2006(1)
|
|
|
B737
|
|
|
331
|
|
|
|
302
|
|
B747
|
|
|
18
|
|
|
|
13
|
|
B767
|
|
|
13
|
|
|
|
12
|
|
B777
|
|
|
83
|
|
|
|
65
|
|
B787
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Boeing
|
|
|
446
|
|
|
|
392
|
|
A320
|
|
|
359
|
|
|
|
241
|
|
A330/340
|
|
|
85
|
|
|
|
73
|
|
A380
|
|
|
5
|
|
|
|
4
|
|
Hawker 800 Series
|
|
|
68
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
Total Spirit
|
|
|
963
|
|
|
|
761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Deliveries of the Airbus and Hawker products began on
April 1, 2006, the date we acquired BAE Aerostructures. |
Fuselage Systems, Propulsion Systems, Wing Systems and All Other
represented approximately 46%, 28%, 25% and 1% respectively, of
our net revenues for the twelve months ended December 31,
2007. Revenues attributable to Airbus are recorded within Wing
Systems. The value of Airbus deliveries accounts for
approximately 40% of Wing Systems revenues annually.
58
The following table shows segment operating income for the
twelve month period ended December 31, 2007 as compared to
the twelve months ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
Twelve Months
|
|
|
Twelve Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006(1)
|
|
|
|
(Dollars in millions)
|
|
|
Segment Operating Income
|
|
|
|
|
|
|
|
|
Fuselage Systems
|
|
$
|
317.6
|
|
|
$
|
112.5
|
|
Propulsion Systems
|
|
|
174.2
|
|
|
|
33.7
|
|
Wing Systems
|
|
|
111.3
|
|
|
|
11.8
|
|
All Other
|
|
|
2.5
|
|
|
|
4.3
|
|
|
|
|
|
|
|
|
|
|
Total Segment Operating Income(2)
|
|
|
605.6
|
|
|
|
162.3
|
|
Unallocated Corporate Expenses(3)
|
|
|
(186.4
|
)
|
|
|
(218.6
|
)
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss)
|
|
$
|
419.2
|
|
|
$
|
(56.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Operating income for Wing Systems includes Spirit Europe after
April 1, 2006, the date we acquired BAE Aerostructures. |
|
(2) |
|
The 2006 segment operating income before unallocated corporate
expenses for Fuselage Systems, Propulsion Systems, Wing Systems,
and All Other includes UEP charges of $172.9 million,
$103.1 million, $44.9 million, and $1.0 million,
respectively. |
|
(3) |
|
Unallocated corporate expenses for 2007 are comprised of
$4.8 million of research and development,
$10.3 million of non-recurring transition costs, and
$171.3 million of selling, general and administrative
costs, which included $7.0 million of non-cash stock
compensation expense related to the secondary offering that
occurred in May 2007 and expenses of $4.9 million
associated with the evaluation of Airbus manufacturing
sites in Europe. Unallocated corporate expenses for 2006 is
comprised of $2.1 million of research and development,
$27.5 million of non-recurring transition costs, and
$189.0 million of selling, general and administrative
costs, which includes $8.3 million of fourth quarter
charges related to the Companys IPO. |
Fuselage Systems, Propulsion Systems, Wing Systems and All Other
represented approximately 52%, 29%, 18% and 1%, respectively, of
our operating income before unallocated corporate expenses for
the fiscal year ended December 31, 2007. Operating income
before unallocated corporate expenses as a percentage of net
revenues by segment was 18%, 16%, 11% and 12%, respectively, for
Fuselage Systems, Propulsion Systems, Wing Systems and All Other
for the year ended December 31, 2007.
Fuselage Systems. Fuselage Systems segment net
revenues for the twelve months ended December 31, 2007,
were $1,790.7 million, an increase of $220.7 million,
or 14%, compared with Fuselage Systems segment net revenues of
$1,570.0 million for the same period in the prior year.
This reflects an increase in Boeing B737, B747, B767 and B777
model production in support of customer deliveries and delivery
of the first B787 forward fuselage section. The 2007 Fuselage
Systems segment revenue also includes $125.2 million
associated with non-recurring efforts. Fuselage Systems posted
segment operating margins of 18% for the twelve months ended
December 31, 2007, as compared to 7% reported in the same
period in the prior year. The margin in 2006 includes a charge
associated with the Union Equity Participation Plan of
$172.9 million. A favorable cumulative
catch-up
adjustment of approximately $35.7 million was recorded in
the twelve months of 2006 related to periods prior to 2006
caused primarily by lower fringe expenses and improved
productivity. The lower 2006 segment operating margin was driven
by R&D expenses of $45.2 million related to the 787
program, which did not recur in 2007.
Propulsion Systems. Propulsion Systems segment
net revenues for the twelve months ended December 31, 2007,
were $1,063.6 million, an increase of $175.9 million,
or 20%, compared with Propulsion Systems segment net revenues of
$887.7 million for the same period in the prior year. This
reflects an increase in Boeing B737, B747, B767 and B777 model
production in support of customer deliveries and deliveries of
the initial B787 ship sets. Propulsion Systems posted segment
operating margins of 16% for the twelve months ended
December 31, 2007, compared to 4% in the same period in the
prior year. The segment operating margin in 2006 includes a
charge
59
associated with the Union Equity Participation Plan of
$103.1 million. The lower 2006 segment operating margin was
driven by R&D expenses of $8.2 million related to the
787 program, which did not recur in 2007.
Wing Systems. Wing Systems segment net
revenues for the twelve months ended December 31, 2007,
were $985.5 million, an increase of $265.2 million, or
37%, compared with Wing Systems segment net revenues of
$720.3 million for the same period in the prior year. BAE
Aerostructures was acquired on April 1, 2006; therefore,
2006 includes only nine months of Spirit Europe operations.
Spirit Europe recorded net revenues of $126.9 million in
the first quarter of 2007. Wing Systems posted segment operating
margins of 11% for the twelve months ended December 31,
2007, compared to 2% in the same period in the prior year. The
segment operating margin in 2006 includes a charge associated
with the Union Equity Participation Plan of $44.9 million.
The lower 2006 segment operating margin was also driven by
R&D expenses of $22.3 million related to the 787
program, which did not recur in 2007.
All Other. All Other segment net revenues
consist of sundry sales and miscellaneous services, and revenues
from the Kansas Industrial Energy Supply Company (KIESC). In the
twelve months ended December 31, 2007, All Other segment
net revenues were $21.0 million, a decrease of
$8.7 million or 29% compared with $29.7 million for
the same period in the prior year. The reduction in net revenues
for the twelve months ended December 31, 2007, compared to
the twelve months ended December 31, 2006, was primarily
driven by decreases in natural gas demand associated with KIESC.
Twelve
Months Ended December 31, 2006 as Compared to Ten and
One-Half Months Ended December 29, 2005
Net Revenues. Net revenues for the twelve
months ended December 31, 2006 cannot be compared to net
revenues for the ten and one-half months ended December 29,
2005, as 2006 contains twelve months of operations compared to
six and one-half months of operations for the comparable period
of 2005 due to the fact that the operations of Spirit as a
standalone entity did not commence until June 17, 2005. The
2006 amounts also include the results of Spirit Europe beginning
April 1, 2006, the date we acquired Spirit Europe. Spirit
delivered 392 ship sets to Boeing during the twelve months of
2006, as compared with 155 ship sets delivered during the ten
and one-half months ended December 29, 2005. The strike
experienced by Boeing from September 2, 2005 through
September 29, 2005 impacted delivery rates during the last
six months of 2005 and the first quarter of 2006. Revenues
attributable to Airbus, through Spirit Europe, were
approximately 8% of our total revenues for the twelve months
ended December 31, 2006.
Cost of Sales. Cost of sales for 2006 cannot
be compared to cost of sales for 2005 as the current period
contains twelve months of operations compared to six and
one-half months of operations for the comparable period of 2005.
Cost of sales for 2006 also includes the results of Spirit
Europe beginning April 1, 2006, the date we acquired Spirit
Europe. Cost of sales as a percentage of net revenues was 92%
and 87% for the fiscal year of 2006 and the ten and one-half
months of 2005, respectively. Included in 2006 cost of sales are
fourth quarter charges related to the UEP payout of
$321.9 million. The results for the fiscal year ended
December 31, 2006 also contained a favorable cumulative
catch-up adjustment of approximately $59.0 million which
was related to revenues recognized in 2005 resulting from
revised contract accounting estimates, primarily with respect to
cost reduction initiatives, and adjustments to reduce
depreciation and amortization expense as a result of the final
pension asset transfer from Boeing.
SG&A, Research and Development and Other Period
Costs. SG&A, research and development and
other period costs for 2006 cannot be compared to 2005 because
the current period contains twelve months of operations compared
to six and one-half months of operations for the comparable
period of 2005. Expenses for 2006 also included Spirit Europe
beginning April 1, 2006, the date we acquired Spirit
Europe. SG&A, research and development, and other period
costs as a percentage of net revenues was 10% and 18% for the
fiscal year ended December 31, 2006 and the ten and
one-half months ended December 31, 2005, respectively.
Included in 2006 SG&A expenses are a fourth quarter charge
of $4.0 million related to the termination of the
intercompany agreement with Onex and a charge of
$4.3 million related to the Executive Incentive Plan. This
reduction in percentage of net revenues between periods was
driven by decreasing transition expenses as we neared completion
of the transition from Boeing to Spirit and decreasing research
and development spending on the B787 program as production
commenced. This decrease was also partially attributable to the
stock compensation charge incurred in
60
2005 related to the revision of fair values assigned to stock
purchases and grants made in that year. This caused stock
compensation expense to increase to $34.7 million in the
2005 period. Fiscal year 2006 stock compensation expense
included in SG&A was $56.6 million.
Operating Income. Operating income for 2006
cannot be compared to Operating income for 2005 as the 2006
period contains twelve months of operations compared to six and
one-half months of operations for the comparable period of 2005.
The operating income for 2006 also includes Spirit Europe
results beginning April 1, 2006, the date we acquired
Spirit Europe. Operating income for the year ended
December 31, 2006 included the favorable effect of the
cumulative
catch-up
adjustment discussed above, $321.9 million of UEP charges
and $8.3 million of expense as described above. Operating
loss of $56.3 million also includes unallocated corporate
expenses in addition to these IPO related charges for the twelve
month period of 2006, as well as $75.5 million of B787
research and development costs and $27.5 million of
non-recurring transition costs related to the Boeing Acquisition.
Interest Expense and Financing Fee
Amortization. Interest expense and financing fee
amortization for 2006 cannot be compared to interest expense and
financing fee amortization for 2005 as the current period
contains twelve months of expenses and amortization compared to
six and one-half months of expenses and amortization for the
comparable period of 2005. Interest expense and financing fee
amortization for the twelve months ended December 31, 2006
included primarily interest and fees paid or accrued in
connection with long-term debt and $4.7 million in
amortization of deferred financing costs. Also included were
expenses related to the IPO of $3.7 million.
Interest Income. Interest income for 2006
cannot be compared to interest income for 2005 as the current
period contains twelve months of interest income compared to six
and one-half months of interest income for the comparable period
of 2005. Interest income was $29.0 million for the twelve
months ended December 31, 2006, which included the
accretion of the discounted long-term receivable from Boeing for
capital expense reimbursement pursuant to the Asset Purchase
Agreement.
Provision for Income Taxes. We established a
100% valuation allowance against our net deferred tax assets
created from inception through September 28, 2006. This
allowance was recorded because there was no earnings history for
Spirit Holdings nor any other positive and negative evidence
that would have collectively determined whether we were able to
realize these assets. The valuation allowance increased our tax
provision by deferring the tax benefits until such time that we
determined under SFAS No. 109 that we had sufficient
earnings history to recognize those benefits. We review the need
for a valuation allowance each quarter. During the fourth
quarter of 2006, we determined that a sufficient earnings
history was established to release the valuation allowance
against our net deferred tax assets. The valuation allowance
reversal in the year ended December 31, 2006, resulted in a
$5.6 million decrease to non-current intangibles, a $40.1
million federal income tax benefit and a $4.0 state income tax
benefit.
Segments. The following table shows segment
revenues for the twelve months ended December 31, 2006 as
compared to the ten and one-half months ended December 29,
2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten and One-Half
|
|
|
|
Twelve Months Ended
|
|
|
Months Ended
|
|
|
|
December 31,
|
|
|
December 29,
|
|
|
|
2006(1)
|
|
|
2005(2)
|
|
|
|
(Dollars in millions)
|
|
|
Segment Revenues
|
|
|
|
|
|
|
|
|
Fuselage Systems
|
|
$
|
1,570.0
|
|
|
$
|
637.7
|
|
Propulsion Systems
|
|
|
887.7
|
|
|
|
372.2
|
|
Wing Systems
|
|
|
720.3
|
|
|
|
170.0
|
|
All Other
|
|
|
29.7
|
|
|
|
27.7
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,207.7
|
|
|
$
|
1,207.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Revenues for Wing Systems include Spirit Europe after
April 1, 2006, the date we acquired BAE Aerostructures. |
|
(2) |
|
Includes only six and one-half months of operations and excludes
Spirit Europe. |
61
Fuselage Systems, Propulsion Systems, Wing Systems and All Other
represented approximately 49%, 28%, 22% and 1% respectively, of
our net sales for the twelve months ended December 31,
2006. Revenues attributable to Airbus are recorded within Wing
Systems.
Comparative ship set deliveries by model are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spirit Holdings
|
|
|
Predecessor
|
|
|
|
Twelve Months
|
|
|
Ten and One-Half
|
|
|
Five and One-Half
|
|
|
|
Ended
|
|
|
Months Ended
|
|
|
Months Ended
|
|
|
|
December 31,
|
|
|
December 29,
|
|
|
June 16,
|
|
Model
|
|
2006(1)
|
|
|
2005(2)
|
|
|
2005
|
|
|
B737
|
|
|
302
|
|
|
|
119
|
|
|
|
114
|
|
B747
|
|
|
13
|
|
|
|
7
|
|
|
|
8
|
|
B767
|
|
|
12
|
|
|
|
5
|
|
|
|
6
|
|
B777
|
|
|
65
|
|
|
|
24
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Boeing
|
|
|
392
|
|
|
|
155
|
|
|
|
153
|
|
A320
|
|
|
241
|
|
|
|
|
|
|
|
|
|
A330/340
|
|
|
73
|
|
|
|
|
|
|
|
|
|
A380
|
|
|
4
|
|
|
|
|
|
|
|
|
|
Hawker 800 Series
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Spirit
|
|
|
761
|
|
|
|
155
|
|
|
|
153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Deliveries of the Airbus and Hawker products began on
April 1, 2006, the date we acquired BAE Aerostructures. |
|
(2) |
|
Spirit commenced operations on June 17, 2005. |
The following table shows segment operating income for the
twelve month period ended December 31, 2006 as compared to
the ten and one-half months ended December 29, 2005:
|
|
|
|
|
|
|
|
|
|
|
Twelve Months
|
|
|
Ten and One-Half
|
|
|
|
Ended
|
|
|
Months Ended
|
|
|
|
December 31,
|
|
|
December 29,
|
|
|
|
2006(1)
|
|
|
2005(2)
|
|
|
|
(Dollars in millions)
|
|
|
Segment Operating Income
|
|
|
|
|
|
|
|
|
Fuselage Systems
|
|
$
|
112.5
|
|
|
$
|
43.7
|
|
Propulsion Systems
|
|
|
33.7
|
|
|
|
24.5
|
|
Wing Systems
|
|
|
11.8
|
|
|
|
5.1
|
|
All Other
|
|
|
4.3
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
Total Segment Operating Income
|
|
|
162.3
|
|
|
|
72.1
|
|
Unallocated Corporate Expenses(3)
|
|
|
(218.6
|
)
|
|
|
(139.9
|
)
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss)
|
|
$
|
(56.3
|
)
|
|
$
|
(67.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Operating income for Wing Systems includes Spirit Europe after
April 1, 2006, the date we acquired BAE Aerostructures. |
|
(2) |
|
Includes only six and one-half months of operations and excludes
Spirit Europe. |
|
(3) |
|
Unallocated corporate expenses for 2006 is comprised of $2.1 of
research and development, $27.5 of non-recurring transition
costs, and $189.0 of selling, general and administrative costs,
which includes $8.3 million of fourth quarter charges
related to the Companys IPO. |
62
Fuselage Systems, Propulsion Systems, Wing Systems and All Other
represented approximately 69%, 21%, 7% and 3%, respectively, of
our operating income before unallocated corporate expenses for
the fiscal year ended December 31, 2006. Operating income
before unallocated corporate expenses as a percentage of net
sales by segment was 7%, 4%, 2% and 14%, respectively, for
Fuselage Systems, Propulsion Systems, Wing Systems and All Other
for the year ended December 31, 2006. The 2006 segment
income before unallocated corporate expenses for Fuselage
Systems, Propulsion Systems, Wing Systems, and All Other
includes UEP charges of $172.9 million,
$103.1 million, $44.9 million, and $1.0 million,
respectively.
Period
from January 1, 2005 through June 16, 2005
For the reasons discussed above, the Predecessors
historical financial statements for the periods prior to the
Boeing Acquisition are not comparable to Spirit Holdings
financial statements for periods subsequent to the Boeing
Acquisition, so a comparison of financial results for the period
from January 1, 2005 through June 16, 2005 with those
of any subsequent period would not be meaningful.
Liquidity
and Capital Resources
Liquidity, or access to cash, is an important factor in
determining our financial stability. The primary sources of our
liquidity include cash flow from operations, borrowing capacity
through our credit facilities and advance payments and
receivables from customers. Our liquidity requirements and
working capital needs depend on a number of factors, including
delivery rates and payment terms under our contracts, the level
of research and development expenditures related to new
programs, capital expenditures, growth and contractions in the
business cycle, contributions to our union-sponsored plans and
interest and debt payments.
We expect that our working capital requirements will increase
significantly through early 2009 as the B787-8 program
progresses toward FAA certification and we build inventory in
support of the program. Under our current arrangement with
Boeing, payment for ship sets delivered to Boeing prior to FAA
certification will be made after FAA certification and upon the
earlier of Boeing delivering the aircraft to its customer or the
passage of twenty-four months from our ship set delivery to
Boeing. Payment for ship set deliveries made to Boeing after FAA
certification will be made on standard commercial terms.
Our original estimates of the impact of this arrangement to
working capital, which is calculated as the net of production
inventory, engineering costs capitalized into inventory,
accounts receivable and accounts payable, were $300 million
to $550 million between December 31, 2006 and May 2008
when the B787-8 was originally scheduled for certification and
delivery. Currently, Boeing expects to certify and deliver the
B787-8 in early 2009. We now estimate the impact of the
arrangement on working capital to be a maximum of an additional
$450 million, which increases the range of working capital
impact from the B787-8 to between $750 million and
$1.0 billion. Discussions between Spirit and Boeing
concerning the impact of 787 schedule shifts to Spirits
2008 cash flow are continuing. The Company is also evaluating
alternatives for securing additional financing to meet potential
liquidity needs.
Our ability to make scheduled payments of principal of, or to
pay the interest on, or to refinance, our indebtedness, or to
fund non-acquisition related capital expenditures and research
and development efforts, will depend on our ability to generate
cash in the future. This is subject, in part, to general
economic, financial, competitive, legislative, regulatory and
other factors that are beyond our control. Based on our current
levels of operations and absent any disruptive events,
management believes that internally generated funds, advance
payments, and receivables from customers, and borrowings
available under our revolving loan facility should provide
sufficient resources to finance our operations, non-acquisition
related capital expenditures, research and development efforts
and long-term indebtedness obligations through at least fiscal
year 2008. We cannot assure you, however, that our business will
generate sufficient cash flow from operations or that future
borrowing will be available to us under our credit facilities in
an amount sufficient to enable us to pay our indebtedness or to
fund our other liquidity needs. If we cannot generate sufficient
cash flow, we may need to refinance all or a portion of our
indebtedness on or before maturity. Also, to the extent we
accelerate our growth plans, consummate acquisitions or have
lower than anticipated sales or increases in expenses, we may
also need to raise additional capital. In particular, increased
working capital needs occur whenever we consummate acquisitions
or experience strong incremental
63
demand for our products. We cannot assure you that we will be
able to raise additional capital on commercially reasonable
terms or at all.
We may pursue strategic acquisitions on an opportunistic basis.
Our acquisition strategy may require substantial capital, and we
may not be able to raise any necessary funds on acceptable terms
or at all. If we incur additional debt to finance acquisitions,
our total interest expense will increase.
Pursuant to our Union Equity Participation Plan we were
obligated to pay benefits tied to the value of our class B
common stock for the benefit of certain employees represented by
the IAM, the IBEW, and UAW, upon the consummation of our initial
public offering. The benefits were to be paid, at our option, in
the form of cash and /or future issuance of shares of our
class A common stock, valued at the initial public offering
price. We expensed $321.9 million and $1.2 million
related to the Union Equity Participation Plan for the year
ended December 31, 2006 and the quarter ended
March 29, 2007, respectively. We paid approximately 39.0%
of the total benefit in shares of class A common stock,
through the issuance of 4,812,344 shares in March 2007. The
portion of the benefit that was paid in stock was accounted for
as an equity based plan under SFAS 123(R). This treatment
resulted in a $125.7 million increase and a
$0.7 million decrease to additional paid-in capital on our
consolidated balance sheet as of December 31, 2006 and
March 29, 2007, respectively. The remainder of the benefit
was paid in cash using $149.3 million of the proceeds of
the initial public offering and $48.5 million from
available cash.
We currently have manufacturing capacity to produce ship sets at
the rates we have committed to our customers. We have additional
capacity on some of our products, but our capacity utilization
on the fuselages for the B737 and B777 are at close to 95% at
our current production rates. These capacity utilization rates
are based on five days per week, three shifts per day
operations. Significant capital expenditures may be required if
our customers request that we increase production rates for an
extended period of time. Our supply agreements typically have
maximum production rates. If a customer requests that we
increase production rates above these stated maximum levels,
additional negotiation would be required to determine whether we
or our customer would bear the cost of any capital expenditures,
tooling and nonrecurring engineering required as a result of
such production rate increases.
Our corporate credit rating at Standard & Poors
Rating Services and Moodys Investor Service as of
December 31, 2007 was BB and Ba3, respectively. On
January 18, 2008, Standard & Poors revised
the Companys credit outlook from positive to
negative reflecting the potential for materially
reduced cash flow as a result of Boeing 787 schedule shifts and
the potential impact on working capital. Standard &
Poors did not revise our BB rating. Moodys outlook
for Spirit remains unchanged since December 31, 2007.
Cash. At December 31, 2007 and
December 31, 2006 we had cash and cash equivalents of
$133.4 million and $184.3 million, respectively. We
maintain bank accounts with highly rated financial institutions
and from time to time we invest excess cash in a liquid,
short-term money-market fund. To date, our cash investments have
had no direct exposure to any sub-prime asset classes. On
April 1, 2006, we used approximately $145.7 million of
cash to pay the purchase price for the BAE Acquisition.
Credit Facilities. In connection with the
Boeing Acquisition, Spirit and certain of its affiliates entered
into $875.0 million of Senior Secured Credit Facilities
with Citicorp North America, Inc. and a syndicate of other
lenders, consisting of a six and one-half year
$700.0 million Term Loan B and a five year
$175.0 million Revolver. The Term Loan B was used to pay a
portion of the consideration for the Boeing Acquisition and
certain fees and expenses incurred in connection therewith. We
repaid $100.0 million of principal of the Term Loan B at
the time of our initial public offering and entered into an
amendment and restatement of the Senior Secured Credit
Facilities at that time which, among other things, extended the
maturity of the Term Loan B by twenty-one months and increased
the Revolver from $175.0 million to $400.0 million.
The Term Loan B is repayable in quarterly installments of 1% of
the aggregate principal amount thereof through
September 30, 2012 with the remaining balance due in the
final four quarters. The Revolver is available for general
corporate purposes of Spirit and its subsidiaries, and contains
a letter of credit sub-facility. As of December 31, 2007,
approximately $583.8 million was outstanding under the Term
Loan B, no amounts were outstanding under the Revolver and
$11.9 million of letters of credit were outstanding.
Borrowings under the Senior Secured Credit Facilities bear
interest at a rate equal to the sum of LIBOR plus the applicable
margin (as defined below) or, at our option, the alternate base
rate, which will be the highest of (1) the
64
Citicorp North America, Inc. prime rate, (2) the
certificate of deposit rate, plus 0.50% and (3) the federal
funds rate plus 0.50%, plus the applicable margin. The
applicable margin with respect to the Term Loan B is 1.75% per
annum in the case of such portion of the Term Loan B that bears
interest at LIBOR and 0.75% in the case of such portion of the
Term Loan B that bears interest at the alternate base rate. The
applicable margin with respect to borrowings under the Revolver
is determined in accordance with a performance grid based on our
total leverage ratio and ranges from 2.75% to 2.25% per annum in
the case of LIBOR advances and from 1.75% to 1.25% per annum in
the case of alternate base rate advances. We are also obligated
to pay a commitment fee of 0.50% per annum on the unused portion
of the Revolver. See Quantitative and Qualitative
Disclosures About Market Risk Interest Rate
Risks.
The obligations under the Senior Secured Credit Facilities are
guaranteed by Spirit Holdings, and each of Spirits direct
and indirect domestic subsidiaries (other than non-wholly owned
domestic subsidiaries that are prohibited from providing such
guarantees). All obligations under the Senior Secured Credit
Facilities and the guarantees are secured by a first priority
security interest in substantially all of Spirits and the
guarantors assets.
The Senior Secured Credit Facilities contain customary
affirmative and negative covenants, including restrictions on
our ability to incur additional indebtedness, create liens on
our assets, engage in transactions with affiliates, make
investments, pay dividends, redeem stock and engage in mergers,
consolidations and sales of assets. The Senior Secured Credit
Facilities also contain a financial covenant consisting of a
maximum senior credit facility leverage ratio. We were in
compliance with this covenant as of December 31, 2007.
Investment in B787 Program. We have received
cash from Boeing to fund development in connection with the B787
program, for capital expenditures in connection with our other
Boeing production work and for stand-alone transition costs. We
expect to invest approximately $1.0 billion, excluding
capitalized interest, on the B787-8 program for research and
development, capitalized pre-production costs and capitalized
expenditures (including tooling), of which approximately
$807.0 million, excluding capitalized interest, had been
spent as of December 31, 2007.
The B787 Supply Agreement required Boeing to make advance
payments to us for production articles in the aggregate amount
of $700.0 million, all of which had been received by us as
of December 31, 2007. We must repay these advances, without
interest, in the amount of a $1.4 million offset against
the purchase price of each of the first five hundred B787 ship
sets delivered to Boeing. In the event that Boeing does not take
delivery of five hundred B787 ship sets, any advances not then
repaid will first be applied against any outstanding B787
payments then due by Boeing to us, with any remaining balance
repaid at the rate of $84.0 million per year beginning the
month following our final delivery of a B787 production ship set
to Boeing.
Receivables from Boeing. In connection with
the Boeing Acquisition, Boeing agreed to make non-interest
bearing payments to Spirit in amounts of $45.5 million in
2007 (all of which was paid), $116.1 million in 2008 and
$115.4 million in 2009, in payment for various tooling and
capital assets built or purchased by Spirit. Spirit will retain
usage rights and custody of the assets for their remaining
useful lives without compensation to Boeing. Boeing also
contributed $30.0 million, which was received by us in
three installments in 2005 and 2006, to partially offset our
costs to transition to a stand-alone company.
Tax Incentive Bonds. Both Spirit and the
Predecessor utilized City of Wichita-issued Industrial Revenue
Bonds (IRBs) to finance self-constructed and purchased real and
personal property at the Wichita site. Tax benefits associated
with IRBs include provisions for a ten-year complete property
tax abatement and Kansas Department of Revenue sales tax
exemption on all IRB funded purchases. Spirit and the
Predecessor purchased these IRBs so they are both bondholders
and debtor / lessee for the property purchased with
the IRB proceeds. Therefore, Spirit and the Predecessor may
offset the amounts invested and obligations for these bonds on a
consolidated basis.
The City of Wichita owns the IRB funded property and leases it
to Spirit with respect to the bonds issued in December 2005 and
December 2006 and to the Predecessor with respect to the bonds
issued in December 1996 through December 2004. Title to the
leased property reverts to the lessee when the bonds are
redeemed or mature. The bonds issued in 2006 and 2005 mature ten
years from issuance while the bonds issued in 1996 through 2004
mature 25 years after their issuance.
Certain Predecessor property that was subject to Predecessor
owned IRBs continues to be subject to those IRBs. In connection
with the Boeing Acquisition, the Predecessor assigned its
leasehold interest in IRB funded
65
assets and the related bonds to a special purpose trust
beneficially owned by Boeing which subleases these assets to
Spirit. Pursuant to the sublease terms, the special purpose
trust will purchase the assets from the City of Wichita,
terminate the leases between the City and Predecessor, redeem
the bonds, and transfer the assets to Spirit when these assets
cease to qualify for the ten-year property tax abatement.
The face value for the bonds subleased from the special purpose
trust is approximately $668.0 million. In addition, Spirit
obtained IRBs in 2005 and 2006 with an aggregate principal
amount of $311.3 million. In conjunction with tooling sales
to Boeing, Spirit redeemed $10.0 million of IRBs issued in
2005 and $10.7 million of IRBs issued in 2006 in March and
October 2007, respectively.
We entered into an incentive agreement with the Kansas
Department of Commerce, pursuant to which the Kansas Development
Finance Authority issued bonds and provided loans to finance
eligible projects. The programs purpose is to provide us
with incentives to invest in the State of Kansas. To induce this
investment, the Kansas Department of Revenue will rebate certain
payroll taxes until the bonds are redeemed or mature. Pursuant
to offset provisions in the underlying debt instruments, there
are no principal or interest cash payments associated with the
bonds.
As debtor, Spirit offsets the amount owed to its wholly owned
subsidiary, Spirit AeroSystems Finance, Inc., as bondholder.
Therefore, we may offset the amounts invested and obligations
for these bonds on a consolidated basis. The debt instruments
total $80.0 million and will expire in December 2025.
Open Infrastructure Offering (OIO). On
September 29, 2005, we entered into a five-year agreement
with International Business Machines Corporation, or IBM, and
IBM Credit, LLC, or IBM Credit. This agreement includes the
financing of the purchase of software licenses with a value of
$26.2 million payable in monthly payments of
$0.6 million for 48 months with an interest rate of
7.8%. On July 18, 2006 this initial loan was refinanced.
This refinancing agreement increased the monthly payment from
$0.6 to $1.0 million and reduced the number of payments by
15 months. During the third quarter of 2006 additional
software was purchased totaling $7.9 million and was
financed with IBM Credit. These additional loans have a combined
monthly payment of $0.4 million and are for terms of 24 and
36 months with effective interest rates of 3.7% and 4.8%,
respectively. Under the terms of the OIO Agreement, we would be
in default if our credit rating with Standard &
Poors for secured debt falls below BB-. Our debt rating as
of the date of this Annual Report was BB. In the event that IBM
or IBM Credit determines that we are in default under the OIO
Agreement, we would be required to pay IBM any previously unpaid
monthly payments under the agreement and pay IBM Credit a
settlement charge. Additionally, if we do not make the required
payments to IBM or IBM Credit, as applicable, we could be
required to cease using and surrender all licensed program
materials financed by IBM Credit and destroy our copies of such
program materials. IBM has a security interest in any equipment
acquired through the lease agreement included in the OIO. As of
December 31, 2007, we had debt related to the OIO Agreement
of $7.8 million.
Other Debt. In addition to the OIO agreement
with IBM we entered into an agreement on March 31, 2006 to
finance a service contract with IBM for assisting us in
implementing our operating systems. This contract has a total
value of $11.8 million. The agreement is to make monthly
draws against the contract as the work is performed and certain
milestones are achieved. Each draw is a separate loan with
twenty-four equal payments paid monthly, and carries an interest
rate of 4.75%. As of December 31, 2007 we have drawn a
total of $11.7 million and have paid back $8.3 million
resulting in a balance of approximately $3.4 million.
Cash
Flow
Twelve
Months Ended December 31, 2007
Operating Activities. Spirit had a net cash
inflow of $180.1 million related to operations in the
twelve months ended December 31, 2007. This was primarily
due to earnings, excluding non-cash items, of $367.2 million and
$193.8 million of customer advances and deferred revenue
payments partially offset by inventory
build-up for
the start-up
of the B787 program and other new programs. Customer advances
were significantly less in 2007 than in prior years because the
payment schedule for the B787 advances from Boeing provided for
lower payments in 2007.
Investing Activities. Spirit had a net cash
outflow of $239.1 million related to investing activities
in the twelve months ended December 31, 2007. This was
primarily due to investments of $288.2 million in property,
66
plant and equipment, software and program tooling. The primary
capital expenditures included investment in our 787 facilities
and development of our stand-alone computer systems.
Financing Activities. Spirit had a net cash
inflow of $8.3 million related to financing activities in
the twelve months ended December 31, 2007. This was due
primarily to $34.0 million related to excess tax benefits
from share-based payment arrangements (which are reflected as
outflows in operating activities) partially offset by
$24.7 million of payments on long-term debt.
Twelve
Months Ended December 31, 2006
Operating Activities. Spirit had a net cash
inflow of $273.6 million related to operations in the
twelve months ended December 31, 2006. This was primarily
due to receipt of a $400.0 million advance payment from
Boeing on the B787 program, earnings of $93.2 million,
excluding non-cash items, a $149.4 million increase in
accounts payable (primarily as a result of increases in
inventory resulting from higher production rates), partially
offset by a $41.9 million increase in accounts receivable,
and $318.6 million in inventory growth as a result of
higher production rates and
build-up of
inventory for the B787 contract.
Investing Activities. Spirit had a net cash
outflow of $473.6 million related to investing activities
in the twelve months ended December 31, 2006. This was
primarily due to investments of $343.2 million in property,
plant and equipment, software and program tooling, most of which
was related to capital investments in preparation of the start
of B787 production. We also invested $145.4 million in the
acquisition of BAE Systems aerostructures business (net of
cash acquired).
Financing Activities. Spirit had a net cash
inflow of $140.9 million related to financing activities in
the twelve months ended December 31, 2006. This was
primarily due to $249.3 million in proceeds from our
initial public offering and $15.3 million related to tax
benefits from shared-based payment arrangements, partially
offset by $124.0 million in long-term debt payments.
Period
from June 17, 2005 through December 29,
2005
Operating Activities. Spirit had a net cash
inflow related to operating activities of $223.8 million in
the six and one-half months ended December 29, 2005. This
was primarily due to the receipt of $200.0 million in
advance payments from Boeing related to the B787 program, an
increase of $163.4 million in accounts payable driven by a
combination of increased production rates and higher research
and development expenses, offset by the operating loss, an
increase of $88.4 million in accounts receivable and an
increase of $31.4 million in inventory. The increase in
accounts receivable was a result of Spirit commencing external
sales under contractual payment terms. The increase in inventory
reflects unbilled product development activity on certain Boeing
derivative models and the residual impact of lower production
rates during the Boeing strike.
Investing Activities. In the six and one-half
months ended December 29, 2005, we had a net cash outflow
of $1,030.3 million related to investing activities. This
reflects a cash payment of $885.7 million paid in
connection with the Boeing Acquisition and investment of
$144.6 million in property, plant and equipment, software
and program tooling. The investment in property, plant and
equipment was primarily related to capital investments in
preparation of the start of B787 production.
Financing Activities. We had a net cash inflow
from financing activities of $1,047.8 million in the six
and one-half months ended December 29, 2005. This cash flow
was primarily driven by the issuance of $700.0 million of
long-term debt in connection with the Boeing Acquisition and the
equity investment of $370.0 million in connection with the
Boeing Acquisition.
Period
from January 1, 2005 through June 17,
2005
The Predecessors cash was provided by and managed at the
Boeing corporate level and, consequently, the Predecessor had no
separate cash balance. While certain cash flow information is
included in a note to the Predecessors historical
financial statements, such information is estimated using a
change in net working capital approach. The Predecessor did not
have any significant cash inflows, and therefore the
Predecessors cash flows are not comparable to
Spirits cash flows as a stand-alone entity following the
Boeing Acquisition. The Predecessors
67
cash flows from operating activities are largely based on cost
of products transferred and period costs and the
Predecessors cash flows from investing activities are
equivalent to capital expenditures.
Contractual
Obligations
The following table summarizes our contractual cash obligations
as of December 31, 2007:
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2014 and
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Contractual Obligations(1) (2)
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2008
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2009
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2010
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2011
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2012
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2013
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After
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Total
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(Dollars in millions)
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|
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Principal Payment on Term Loan B
|
|
$
|
5.9
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|
$
|
5.9
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|
|
$
|
5.9
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|
|
$
|
5.9
|
|
|
$
|
143.4
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|
|
$
|
416.8
|
|
|
$
|
|
|
|
$
|
583.8
|
|
Non-Cancelable Operating Lease Payments
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|
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6.8
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|
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|
5.7
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4.5
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|
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3.4
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2.4
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|
0.7
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6.2
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29.7
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Non-Cancelable Capital Lease Payments(3)
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10.3
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1.1
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11.4
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Interest on Debt(4)
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|
|
37.8
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|
|
|
37.4
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|
|
37.0
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|
|
|
36.6
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|
|
|
36.3
|
|
|
|
13.6
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|
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|
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|
198.7
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Purchase Obligations(5)
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102.3
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|
|
|
18.6
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|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
120.9
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|
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|
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Total
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$
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163.1
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|
|
$
|
68.7
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|
|
$
|
47.4
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|
|
$
|
45.9
|
|
|
$
|
182.1
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|
|
$
|
431.1
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|
|
$
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6.2
|
|
|
$
|
944.5
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(1) |
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Does not include repayment of B787 advances to Boeing, which are
reflected in our balance sheet as long-term liabilities. |
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(2) |
|
The $26.7 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 13, Income Taxes. |
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(3) |
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Treats the financing of software license purchases and direct
financing of system implementation as capital leases. |
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(4) |
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Interest on our debt was calculated for all years using the
effective rate as of December 31, 2007 of 6.5%. |
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(5) |
|
Purchase obligations represent computing, tooling costs, and
property, plant and equipment commitments at December 31,
2007. Although we also have significant other purchase
obligations, most commonly in the form of purchase orders, the
timing of these purchases is often variable rather than specific
and the payments made by our customers in accordance with our
long-term contracts, including advance payments, substantially
reimburse the payments due. Accordingly, these obligations are
not included in the table. |
A Transition Services Agreement, or TSA, with Boeing is excluded
from Contractual Obligations shown above because it may be
terminated by Spirit with 30 days advance notice. The TSA
covers services to be supplied by Boeing to Spirit during the
Companys continuing transition that is scheduled to be
completed in 2008. The services supplied by Boeing include
computer systems and services, certain financial transaction
processing operations, and certain non-production operations.
Spirit pays Boeing approximately $1.8 million per month for
the remaining services under the TSA.
Our primary future cash needs will consist of working capital,
debt service, research and development and capital expenditures.
We expend significant capital on research and development during
the start-up
phase of new programs, to develop new technologies for next
generation aircraft and to improve the manufacturing processes
of aircraft already in production. Research and development
expenditures totaled approximately $52.3 million and
$104.7 million for the twelve months ended
December 31, 2007 and December 31, 2006, respectively,
and approximately $78.3 million for the ten and one-half
months ended December 29, 2005. We incur capital
expenditures for the purpose of maintaining production capacity
through replacement of existing equipment and facilities and,
from time to time, for facility expansion. Capital expenditures
totaled approximately $288.2 million and
$343.2 million for the twelve months ended
December 31, 2007 and December 31, 2006, respectively,
and approximately $144.6 million for the ten and one-half
months ended December 29, 2005. The research and
development and capital expenditures are primarily attributable
to spending on the B787 program.
We may from time to time seek to retire our outstanding debt.
The amounts involved may be material. In addition, we may issue
additional debt if prevailing market conditions are favorable to
do so and contractual restrictions permit us.
68
Off-Balance
Sheet Arrangements
Other than operating leases disclosed in the notes to Spirit
Holdings financial statements included in this Annual
Report, we have not entered into any off-balance sheet
arrangements as of December 31, 2007.
Tax
We establish reserves to provide for additional income taxes
that may be due in future years as these previously filed tax
returns are audited in accordance with FIN 48. We recognize
the financial statement impact for tax positions only after
determining that based on its technical merits the relevant tax
authority would more likely than not sustain the position on
audit. For tax positions meeting the more likely than not
threshold the amount recognized in the financial
statements is the largest amount that has a greater than 50%
likelihood of being realized upon ultimate settlement with the
relevant tax authority. The reserves are adjusted quarterly to
reflect changing facts and circumstances, such as the tax
audits progress, case law developments and new or emerging
legislation. We believe that at $26.7 million, the tax
reserves are adequate and reflect the most probable outcome for
all tax contingencies known at December 31, 2007.
Additional taxes, if any, will be determined only after
completing any future tax audits. While the timing for such
payments cannot be determined, we expect that they will not be
made within one year. Accordingly, the tax contingency liability
is included as a long-term liability in our consolidated balance
sheet.
We established a 100% valuation allowance against our deferred
tax asset created during the period from inception through
September 28, 2006. This allowance reflected no earnings
history for Spirit Holdings or other positive and negative
evidence that collectively determined whether we were be able to
realize these assets. The valuation allowance increased our tax
provision by deferring tax benefits until such time that we
determined under SFAS No. 109 that we had sufficient
earnings history to recognize those benefits. We review the need
for a valuation allowance each quarter. During the fourth
quarter in 2006, we determined that a sufficient earnings
history was established to release the valuation allowance
against our net deferred tax assets. The valuation allowance
reversal in the year ended December 31, 2006, resulted in a
$5.6 million decrease to non-current intangibles, a
$40.1 million federal income tax benefit and a
$4.0 million state income tax benefit.
Repayment
of B787 Advance Payments
The B787 Supply Agreement requires Boeing to make advance
payments to us for production articles in the aggregate amount
of $700.0 million, payable to us through 2007. We must then
repay this advance, without interest, in the amount of a
$1.4 million offset against the purchase price of each of
the first five hundred B787 ship sets delivered to Boeing. These
repayments will not have an effect on cash flows from
operations. In the event that Boeing does not take delivery of
five hundred B787 ship sets, any advances not then repaid will
first be applied against any outstanding B787 payments then due
by Boeing to us, with any remaining balance repaid at the rate
of $84.0 million per year beginning the year following our
final delivery of a B787 production ship set to Boeing.
Accordingly, portions of the repayment liability are included as
current and long-term liabilities in our consolidated balance
sheet.
Expected
Backlog
We estimate that, as of December 31, 2007, our expected
backlog, primarily associated with Boeing and Airbus deliveries
through 2011, calculated based on contractual product prices and
expected delivery volumes, will be approximately
$26.5 billion, based on Boeing and Airbus published
schedules. This is an increase of $7.3 billion over our
corresponding estimate as of the end of 2006 which reflects
continued strong orders at Boeing and Airbus. Backlog is
calculated based on the number of units Spirit is under contract
to produce on our fixed quantity contracts, and Boeing or Airbus
announced backlog on our requirements contracts. The number of
units may be subject to cancellation or delay by the customer
prior to shipment, depending on contract terms. The level of
unfilled orders at any given date during the year may be
materially affected by the timing of our receipt of firm orders
and additional airplane orders, and the speed with which those
orders are filled. Accordingly, our expected backlog as of
December 31, 2007 may not necessarily represent the
actual amount of deliveries or sales for any future period.
69
Foreign
Operations
We engage in business in various
non-U.S. markets.
As of December 31, 2007, we have a foreign subsidiary with
one facility in the United Kingdom, which serves as a production
facility, a worldwide supplier base, and a repair center for the
European and Middle-Eastern regions. We purchase certain
components and materials that we use in our products from
foreign suppliers and a portion of our products will be sold
directly to foreign customers, including Airbus, or resold to
foreign end-users (i.e., foreign airlines and militaries). In
addition, Spirit has chosen Malaysia as the location to
establish its first Asian manufacturing facility. The initial
plant is expected to be fully operational in early 2009.
In November, 2007, we announced a joint-venture operation with
Russian-based Progresstech LTD. The new company, known as
Spirit-Progresstech LLC, will operate primarily from a branch
office located in Moscow, Russia and will begin its operations
by performing engineering consulting services.
Currency fluctuations, tariffs and similar import limitations,
price controls and labor regulations can affect our foreign
operations. Other potential limitations on our foreign
operations include expropriation, nationalization, restrictions
on foreign investments or their transfers and additional
political and economic risks. In addition, the transfer of funds
from foreign operations could be impaired by any restrictive
regulations that foreign governments could enact.
Sales to foreign customers are subject to numerous additional
risks, including the impact of foreign government regulations,
political uncertainties and differences in business practices.
There can be no assurance that foreign governments will not
adopt regulations or take other actions that would have a direct
or indirect adverse impact on our business or market
opportunities with such governments countries.
Furthermore, the political, cultural and economic climate
outside the United States may be unfavorable to our operations
and growth strategy.
For the twelve months ended December 31, 2007, our revenues
from direct sales to
non-U.S. customers
were approximately $428.5 million, or approximately 11% of
total revenues for the same period. For the twelve months ended
December 31, 2006, our revenues from direct sales to
non-U.S. customers
were approximately $254.1 million, or 8% of total revenues
for the same period. All 2006 sales occurred during the period
from April 1, 2006 through December 31, 2006,
following the acquisition of Spirit Europe.
Inflation
A majority of our sales are conducted pursuant to long-term
contracts that set fixed unit prices, some of which provide for
price adjustment for inflation. In addition, we typically
consider expected inflation in determining proposed pricing when
we bid on new work. Although we have attempted to minimize the
effect of inflation on our business through these protections,
sustained or higher than anticipated increases in costs of labor
or materials could have a material adverse effect on our results
of operations.
Spirits contracts with suppliers currently provide for
fixed pricing in U.S. dollars; Spirit Europes supply
contracts are denominated in U.S. dollars, British pounds
sterling and Euros. In some cases our supplier arrangements
contain inflationary adjustment provisions based on accepted
industry indices, and we typically include an inflation
component in estimating our supply costs. As the metallic raw
material industry is experiencing significant demand pressure,
we expect that raw material market pricing will increase to a
level that may impact our costs, despite protections in our
existing supplier arrangements. We will continue to focus our
strategic cost reduction plans on mitigating the effects of this
potential cost increase on our operations.
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Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
As a result of our operating and financing activities, we are
exposed to various market risks that may affect our consolidated
results of operations and financial position. These market risks
include fluctuations in interest rates, which impact the amount
of interest we must pay on our variable rate debt.
Other than the interest rate swaps described below, financial
instruments that potentially subject us to significant
concentrations of credit risk consist principally of cash
investments, the funds in which our pension assets are invested,
and trade accounts receivable.
70
Accounts receivable include amounts billed and currently due
from customers, amounts earned but unbilled, particular
estimated contract changes, claims in negotiation that are
probable of recovery, and amounts retained by the customer
pending contract completion. For the twelve months ended
December 31, 2007, approximately 87% of our revenues were
from sales to Boeing. We continuously monitor collections and
payments from customers and maintain a provision for estimated
credit losses as deemed appropriate based upon historical
experience and any specific customer collection issues that have
been identified. While such credit losses have historically not
been material, we cannot guarantee that we will continue to
experience the same credit loss rates in the future.
We maintain cash and cash equivalents with various financial
institutions and perform periodic evaluations of the relative
credit standing of those financial institutions. We have not
experienced any losses in such accounts and believe that we are
not exposed to any significant credit risk on cash and cash
equivalents. Additionally, we monitor our defined benefit
pension plan asset investments on a quarterly basis and we
believe that we are not exposed to any significant credit risk
in these investments.
Some raw materials and operating supplies are subject to price
and supply fluctuations caused by market dynamics. Our strategic
sourcing initiatives are focused on mitigating the impact of
commodity price risk. We are party to collective raw material
sourcing contracts arranged through Boeing, Airbus and BAE
Systems. These collective sourcing contracts allow us to obtain
raw materials at pre-negotiated rates and help insulate us from
disruptions associated with the unprecedented market demand
across the industry for metallic and composite raw materials.
Although our supply agreements with Boeing and Airbus allow us
to pass on certain unusual increases in component and raw
material costs to Boeing and Airbus in limited situations, we
may not be fully compensated for such increased costs. We also
have long-term supply agreements with a number of our major
parts suppliers. We, as well as our supply base, are
experiencing delays in the receipt of, and pricing increases
for, metallic raw materials (primarily aluminum and titanium)
due to unprecedented market demand across the industry. Based
upon discussions with customers and suppliers, we expect these
conditions to continue through at least 2012 as metallic raw
material supply adjusts to the industry upturn, market
conditions shift due to increased infrastructure demand in China
and Russia, and aluminum and titanium usage increases in a
widening range of global products. These market conditions began
to affect cost and production schedules in mid-2005, and may
have an impact on cash flows or results of operations in future
periods. We generally do not employ forward contracts or other
financial instruments to hedge commodity price risk, although we
are reviewing a full range of business options focused on
strategic risk management for all raw material commodities.
Any failure by our suppliers to provide acceptable raw
materials, components, kits or subassemblies could adversely
affect our production schedules and contract profitability. We
assess qualification of suppliers and continually monitor them
to control risk associated with such supply base reliance.
To a lesser extent, we also are exposed to fluctuations in the
prices of certain utilities and services, such as electricity,
natural gas, chemicals and freight. We utilize a range of
long-term agreements to minimize procurement expense and supply
risk in these areas.
Interest
Rate Risks
After the effect of interest rate swaps, as of December 31,
2007, we had $500.0 million of total fixed rate debt and
$83.8 million of variable rate debt outstanding as compared
to $500.0 million of total fixed rate debt and
$89.8 million of variable rate debt outstanding as of
December 31, 2006. Borrowings under our senior secured
credit facility bear interest that varies with LIBOR. Interest
rate changes generally do not affect the market value of such
debt, but do impact the amount of our interest payments and,
therefore, our future earnings and cash flows, assuming other
factors are held constant. Assuming other variables remain
constant, including levels of indebtedness, a one percentage
point increase in interest rates on our variable debt would have
an estimated impact on pre-tax earnings and cash flows for the
next twelve months of approximately $0.8 million.
71
As required under our senior secured credit facility, in July
2005 we entered into floating-to-fixed interest rate swap
agreements with notional amounts totaling $500.0 million as
follows:
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Effective
|
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Fair Value,
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Variable
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Fixed
|
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Fixed
|
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December 31,
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Principal Amount
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Expires
|
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Rate
|
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Rate
|
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Rate
|
|
2007
|
($ in millions)
|
|
|
|
|
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|
$100
|
|
July 2008
|
|
LIBOR
|
|
4.24%
|
|
5.99%
|
|
$0.1
|
$300
|
|
July 2009
|
|
LIBOR
|
|
4.30%
|
|
6.05%
|
|
$(2.2)
|
$100
|
|
July 2010
|
|
LIBOR
|
|
4.37%
|
|
6.12%
|
|
$(1.4)
|
The purpose of entering into these swaps was to reduce our
exposure to variable interest rates. In accordance with
SFAS No. 133, the interest rate swaps are being
accounted for as cash flow hedges and the fair value of the swap
agreements is reported on the balance sheet as an asset, if
positive, or a liability, if negative. The fair value of the
interest rate swaps was a net liability of approximately
$3.5 million at December 31, 2007.
Foreign
Exchange Risks
On April 1, 2006, in connection with the BAE Acquisition,
we acquired forward foreign currency exchange contracts
denominated in British pounds sterling with notional amounts
totaling approximately $94.0 million. The purpose of these
forward contracts is to allow Spirit Europe to reduce its
exposure to fluctuations of U.S. dollars.
As a result of the BAE Acquisition, we have sales, expenses,
assets and liabilities that are denominated in British pounds
sterling. Spirit Europes functional currency is the
British pound sterling. However, sales of Spirit Europes
products to Boeing and some procurement costs are denominated in
U.S. dollars. As a consequence, movements in exchange rates
could cause net sales and our expenses to fluctuate, affecting
our profitability and cash flows. We use foreign currency
forward contracts to reduce our exposure to currency exchange
rate fluctuations. The objective of these contracts is to
minimize the impact of currency exchange rate movements on our
operating results. We do not use these contracts for speculative
or trading purposes.
In addition, even when revenues and expenses are matched, we
must translate British pound sterling denominated results of
operations, assets and liabilities for our foreign subsidiaries
to U.S. dollars in our consolidated financial statements.
Consequently, increases and decreases in the value of the
U.S. dollar as compared to the British pound sterling will
affect our reported results of operations and the value of our
assets and liabilities on our consolidated balance sheet, even
if our results of operations or the value of those assets and
liabilities has not changed in its original currency. These
transactions could significantly affect the comparability of our
results between financial periods
and/or
result in significant changes to the carrying value of our
assets, liabilities and shareholders equity.
In accordance with SFAS No. 133, the foreign exchange
contracts are being accounted for as cash flow hedges. The fair
value of the foreign exchange contracts was a net asset of
approximately $7.7 million with a notional amount of
$42.6 million at December 31, 2007. At
December 31, 2007, a 10% unfavorable exchange rate movement
in our portfolio of foreign currency contracts would have
reduced our unrealized gains by $4.3 million.
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Risk from 10% Change
|
|
($ in millions)
|
|
|
|
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Average
|
|
|
Average
|
|
|
Net Asset Fair
|
|
|
in Revaluation
|
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Year
|
|
Notional Amount
|
|
|
Contract Rate
|
|
|
Revaluation Rate
|
|
|
Value
|
|
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Rate
|
|
|
2008
|
|
$
|
24.1
|
|
|
|
1.6852
|
|
|
|
1.9988
|
|
|
$
|
4.8
|
|
|
$
|
2.4
|
|
2009
|
|
|
18.8
|
|
|
|
1.6687
|
|
|
|
1.9759
|
|
|
|
3.3
|
|
|
|
1.9
|
|
2010-2013
|
|
|
(0.3
|
)
|
|
|
1.7444
|
|
|
|
1.9395
|
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
42.6
|
|
|
|
|
|
|
|
|
|
|
$
|
7.7
|
|
|
$
|
4.3
|
|
In accordance with SFAS No. 52, the intercompany
revolving credit facility with Spirit Europe is exposed to
fluctuations in foreign exchange rates. The fluctuation in rates
for 2007 resulted in a gain of $2.1 million reflected in
other income/expense. Based on the current balance of
$19.0 million, a 10% unfavorable exchange rate movement
would have resulted in a loss of $1.9 million.
Other than the interest rate swaps and foreign exchange
contracts, we have no other derivative financial instruments.
72
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
SPIRIT
AEROSYSTEMS HOLDINGS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page
|
|
Consolidated Financial Statements of Spirit Holdings, Inc.
for the periods ended December 31, 2007, and
December 31, 2006 and from February 7, 2005 (date of
inception) through December 29, 2005
|
|
|
|
|
|
|
|
74
|
|
|
|
|
75
|
|
|
|
|
76
|
|
|
|
|
77
|
|
|
|
|
78
|
|
|
|
|
79
|
|
Financial Statements of the Wichita Division (a business unit
of the Boeing Company) for the period from January 1, 2005
through June 16, 2005
|
|
|
|
|
|
|
|
120
|
|
|
|
|
121
|
|
|
|
|
122
|
|
|
|
|
123
|
|
73
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Spirit AeroSystems Holdings, Inc.
In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of income/(loss),
shareholders equity and cash flows, present fairly, in all
material respects, the financial position of Spirit AeroSystems
Holdings, Inc. (the Company) at December 31,
2007 and December 31, 2006, and the results of its
operations and its cash flows for each of the two years ended
December 31, 2007 and the period between February 7,
2005 (date of inception) and December 29, 2005 in
conformity with accounting principles generally accepted in the
United States of America. In addition, in our opinion, the
financial statement schedule appearing under Item 15
presents fairly, in all material respects, the information set
forth therein when read in conjunction with the related
consolidated financial statements. Also in our opinion, the
Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2007,
based on criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The
Companys management is responsible for these financial
statements and financial statement schedule, for maintaining
effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over
financial reporting, included in Managements Annual Report
on Internal Control over Financial Reporting appearing under
Item 9A. Our responsibility is to express opinions on these
financial statements, on the financial statement schedule, and
on the Companys internal control over financial reporting
based on our audits (which was an integrated audit in 2007). We
conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatement and whether effective internal
control over financial reporting was maintained in all material
respects. Our audits of the financial statements included
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. Our audit of internal control over financial
reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our
opinions.
As discussed in Note 10 to the consolidated financial
statements, the Company changed the manner in which it accounts
for its defined benefit pension and other post-retirement plans
in 2006.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
February 22, 2008
74
Spirit
AeroSystems Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from
|
|
|
|
For the Twelve
|
|
|
For the Twelve
|
|
|
June 17, 2005
|
|
|
|
Months Ended
|
|
|
Months Ended
|
|
|
through
|
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
December 29, 2005
|
|
|
|
($ in millions, except per share data)
|
|
|
Net revenues
|
|
$
|
3,860.8
|
|
|
$
|
3,207.7
|
|
|
$
|
1,207.6
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
3,197.2
|
|
|
|
2,934.3
|
|
|
|
1,056.4
|
|
Selling, general and administrative
|
|
|
192.1
|
|
|
|
225.0
|
|
|
|
140.7
|
|
Research and development
|
|
|
52.3
|
|
|
|
104.7
|
|
|
|
78.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
3,441.6
|
|
|
|
3,264.0
|
|
|
|
1,275.4
|
|
Operating income (loss)
|
|
|
419.2
|
|
|
|
(56.3
|
)
|
|
|
(67.8
|
)
|
Interest expense and financing fee amortization
|
|
|
(36.8
|
)
|
|
|
(50.1
|
)
|
|
|
(25.5
|
)
|
Interest income
|
|
|
29.0
|
|
|
|
29.0
|
|
|
|
15.4
|
|
Other income, net
|
|
|
8.4
|
|
|
|
5.9
|
|
|
|
1.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
419.8
|
|
|
|
(71.5
|
)
|
|
|
(76.6
|
)
|
Income tax benefit (provision)
|
|
|
(122.9
|
)
|
|
|
88.3
|
|
|
|
(13.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss)
|
|
$
|
296.9
|
|
|
$
|
16.8
|
|
|
$
|
(90.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings/ (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
2.21
|
|
|
$
|
0.15
|
|
|
$
|
(0.80
|
)
|
Diluted
|
|
$
|
2.13
|
|
|
$
|
0.14
|
|
|
$
|
(0.80
|
)
|
See notes to consolidated financial statements
75
Spirit
AeroSystems Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
($ in millions)
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
133.4
|
|
|
$
|
184.3
|
|
Accounts receivable, net
|
|
|
159.9
|
|
|
|
200.2
|
|
Current portion of long-term receivable
|
|
|
109.5
|
|
|
|
43.0
|
|
Inventory, net
|
|
|
1,342.6
|
|
|
|
882.2
|
|
Prepaids
|
|
|
14.2
|
|
|
|
20.8
|
|
Income tax receivable
|
|
|
9.6
|
|
|
|
21.7
|
|
Deferred tax asset - current
|
|
|
67.3
|
|
|
|
68.3
|
|
Other current assets
|
|
|
6.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,842.8
|
|
|
|
1,420.5
|
|
Property, plant and equipment, net
|
|
|
963.8
|
|
|
|
773.8
|
|
Long-term receivable
|
|
|
123.0
|
|
|
|
191.5
|
|
Pension assets
|
|
|
318.7
|
|
|
|
207.3
|
|
Deferred tax asset - non-current
|
|
|
30.5
|
|
|
|
39.1
|
|
Other assets
|
|
|
61.1
|
|
|
|
90.0
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,339.9
|
|
|
$
|
2,722.2
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
362.6
|
|
|
$
|
339.1
|
|
Accrued expenses
|
|
|
163.9
|
|
|
|
157.4
|
|
Profit sharing/deferred compensation
|
|
|
18.7
|
|
|
|
28.5
|
|
Current portion of long-term debt
|
|
|
16.0
|
|
|
|
23.9
|
|
Deferred revenue
|
|
|
42.3
|
|
|
|
8.2
|
|
Advances short-term
|
|
|
67.6
|
|
|
|
12.6
|
|
Income taxes payable
|
|
|
2.5
|
|
|
|
|
|
Other short-term liabilities
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
675.0
|
|
|
|
569.7
|
|
Long-term debt
|
|
|
579.0
|
|
|
|
594.3
|
|
Advance payments
|
|
|
653.4
|
|
|
|
587.4
|
|
Pension/OPEB obligation
|
|
|
43.0
|
|
|
|
53.7
|
|
Deferred tax liability - non-current
|
|
|
23.7
|
|
|
|
|
|
Other liabilities
|
|
|
99.2
|
|
|
|
58.1
|
|
Shareholders equity
|
|
|
|
|
|
|
|
|
Preferred stock, par value $0.01, 10,000,000 shares
authorized, no shares issued and outstanding
|
|
|
|
|
|
|
|
|
Common stock, Class A par value $0.01,
200,000,000 shares authorized, 102,693,058 and 63,345,834
issued and outstanding, respectively
|
|
|
1.0
|
|
|
|
0.6
|
|
Common stock, Class B par value $0.01,
150,000,000 shares authorized, 36,826,434 and
71,351,347 shares issued and outstanding, respectively
|
|
|
0.4
|
|
|
|
0.7
|
|
Additional paid-in capital
|
|
|
924.6
|
|
|
|
858.7
|
|
Accumulated other comprehensive income
|
|
|
117.7
|
|
|
|
72.5
|
|
Retained earnings/(accumulated deficit)
|
|
|
222.9
|
|
|
|
(73.5
|
)
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,266.6
|
|
|
|
859.0
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
3,339.9
|
|
|
$
|
2,722.2
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements
76
Spirit
AeroSystems Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Retained
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
Earnings/
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
|
|
|
|
Comprehensive
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Income
|
|
|
Deficit
|
|
|
Total
|
|
|
|
Income/(Loss)
|
|
|
|
($ in millions)
|
|
Initial capitalization February 7, 2005
|
|
|
100
|
(1)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
$
|
|
|
Cancellation of shares(1)
|
|
|
(100
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity issuance to investors
|
|
|
112,500,000
|
|
|
|
1.1
|
|
|
|
368.9
|
|
|
|
|
|
|
|
|
|
|
|
370.0
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(90.3
|
)
|
|
|
(90.3
|
)
|
|
|
|
(90.3
|
)
|
Unrealized gain on cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
|
|
|
|
|
|
4.2
|
|
|
|
|
4.2
|
|
Employee equity awards
|
|
|
8,476,464
|
|
|
|
0.1
|
|
|
|
18.5
|
|
|
|
|
|
|
|
|
|
|
|
18.6
|
|
|
|
|
|
|
Non-employee equity awards
|
|
|
435,000
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
Equity issuances to management
|
|
|
1,258,872
|
|
|
|
|
|
|
|
13.7
|
|
|
|
|
|
|
|
|
|
|
|
13.7
|
|
|
|
|
|
|
Supplemental executive retirement plan conversion
|
|
|
|
|
|
|
|
|
|
|
9.0
|
|
|
|
|
|
|
|
|
|
|
|
9.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 29, 2005
|
|
|
122,670,336
|
|
|
|
1.2
|
|
|
|
410.7
|
|
|
|
4.2
|
|
|
|
(90.3
|
)
|
|
|
325.8
|
|
|
|
$
|
(86.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.8
|
|
|
|
16.8
|
|
|
|
$
|
16.8
|
|
Pension valuation adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40.0
|
|
|
|
|
|
|
|
40.0
|
|
|
|
|
|
|
Post-retirement benefit valuation adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.8
|
|
|
|
|
|
|
|
2.8
|
|
|
|
|
|
|
Unrealized gain on cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.8
|
|
|
|
|
|
|
|
5.8
|
|
|
|
|
5.8
|
|
Employee equity awards
|
|
|
1,381,131
|
|
|
|
|
|
|
|
51.1
|
|
|
|
|
|
|
|
|
|
|
|
51.1
|
|
|
|
|
|
|
UEP stock
|
|
|
|
|
|
|
|
|
|
|
125.7
|
|
|
|
|
|
|
|
|
|
|
|
125.7
|
|
|
|
|
|
|
Excess tax benefits from share-based payment arrangements
|
|
|
|
|
|
|
|
|
|
|
15.3
|
|
|
|
|
|
|
|
|
|
|
|
15.3
|
|
|
|
|
|
|
Non-employee equity awards
|
|
|
|
|
|
|
|
|
|
|
5.6
|
|
|
|
|
|
|
|
|
|
|
|
5.6
|
|
|
|
|
|
|
Equity issuances IPO, net of issuance costs
|
|
|
10,416,667
|
|
|
|
0.1
|
|
|
|
249.2
|
|
|
|
|
|
|
|
|
|
|
|
249.3
|
|
|
|
|
|
|
Equity issuances Management
|
|
|
229,047
|
|
|
|
|
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
1.1
|
|
|
|
|
|
|
Unrealized gain on currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.7
|
|
|
|
|
|
|
|
19.7
|
|
|
|
|
19.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2006
|
|
|
134,697,181
|
|
|
|
1.3
|
|
|
|
858.7
|
|
|
|
72.5
|
|
|
|
(73.5
|
)
|
|
|
859.0
|
|
|
|
$
|
42.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
296.9
|
|
|
|
296.9
|
|
|
|
$
|
296.9
|
|
UEP stock issued
|
|
|
4,812,344
|
|
|
|
0.1
|
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
Employee equity awards
|
|
|
317,652
|
|
|
|
|
|
|
|
34.2
|
|
|
|
|
|
|
|
|
|
|
|
34.2
|
|
|
|
|
|
|
Stock forfeitures
|
|
|
(369,792
|
)
|
|
|
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
SERP shares issued
|
|
|
96,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock forfeitures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess tax benefits from share-based payment arrangements
|
|
|
|
|
|
|
|
|
|
|
34.0
|
|
|
|
|
|
|
|
|
|
|
|
34.0
|
|
|
|
|
|
|
Unrealized loss on cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.6
|
)
|
|
|
|
|
|
|
(8.6
|
)
|
|
|
|
(8.6
|
)
|
Unrealized loss on currency translation adjustments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.2
|
)
|
|
|
|
|
|
|
(2.2
|
)
|
|
|
|
(2.2
|
)
|
Unrealized gain on pension, SERP, Retiree Medical, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56.0
|
|
|
|
|
|
|
|
56.0
|
|
|
|
|
56.0
|
|
Stock repurchases
|
|
|
(34,247
|
)
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2007
|
|
|
139,519,492
|
|
|
$
|
1.4
|
|
|
$
|
924.6
|
|
|
$
|
117.7
|
|
|
$
|
222.9
|
|
|
$
|
1,266.6
|
|
|
|
$
|
342.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Issued as common stock without designation as to class. Shares
were cancelled as of June 16, 2005. |
See notes to consolidated financial statements
77
Spirit
AeroSystems Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve
|
|
|
For the Twelve
|
|
|
Period from
|
|
|
|
Months Ended
|
|
|
Months Ended
|
|
|
June 17, 2005 through
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 29,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
($ in millions)
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss)
|
|
$
|
296.9
|
|
|
$
|
16.8
|
|
|
$
|
(90.3
|
)
|
Adjustments to reconcile net income/(loss) to net cash provided
by operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense
|
|
|
97.4
|
|
|
|
52.8
|
|
|
|
28.6
|
|
Amortization expense
|
|
|
7.6
|
|
|
|
12.0
|
|
|
|
3.3
|
|
Accretion of long-term receivable
|
|
|
(21.1
|
)
|
|
|
(22.0
|
)
|
|
|
(9.7
|
)
|
Employee stock compensation expense
|
|
|
33.0
|
|
|
|
182.3
|
|
|
|
34.7
|
|
Excess tax benefits from share-based payment arrangements
|
|
|
(34.0
|
)
|
|
|
(15.3
|
)
|
|
|
|
|
Gain from foreign currency transactions
|
|
|
(2.1
|
)
|
|
|
|
|
|
|
|
|
Loss on disposition of assets
|
|
|
1.0
|
|
|
|
0.9
|
|
|
|
|
|
Deferred taxes
|
|
|
9.1
|
|
|
|
(109.8
|
)
|
|
|
|
|
Pension income, net
|
|
|
(20.6
|
)
|
|
|
(24.5
|
)
|
|
|
(4.2
|
)
|
Changes in assets and liabilities, net of acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
20.5
|
|
|
|
(41.9
|
)
|
|
|
(88.4
|
)
|
Inventory, net
|
|
|
(458.9
|
)
|
|
|
(318.6
|
)
|
|
|
(31.4
|
)
|
Other current assets
|
|
|
6.6
|
|
|
|
(10.5
|
)
|
|
|
1.3
|
|
Accounts payable and accrued liabilities
|
|
|
24.9
|
|
|
|
149.4
|
|
|
|
163.4
|
|
Profit sharing/deferred compensation
|
|
|
(9.8
|
)
|
|
|
5.5
|
|
|
|
|
|
Customer advances
|
|
|
123.4
|
|
|
|
400.0
|
|
|
|
200.0
|
|
Income taxes payable
|
|
|
45.9
|
|
|
|
(7.9
|
)
|
|
|
7.2
|
|
Deferred revenue and other deferred credits
|
|
|
70.4
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
(10.1
|
)
|
|
|
4.4
|
|
|
|
9.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
180.1
|
|
|
|
273.6
|
|
|
|
223.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(288.2
|
)
|
|
|
(343.2
|
)
|
|
|
(144.6
|
)
|
Proceeds from sale of assets
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
|
|
Acquisition of business, net of cash acquired
|
|
|
|
|
|
|
(145.4
|
)
|
|
|
(885.7
|
)
|
Capital expense reimbursement
|
|
|
45.5
|
|
|
|
|
|
|
|
|
|
Financial derivatives
|
|
|
3.3
|
|
|
|
4.7
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
10.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) investing activities
|
|
|
(239.1
|
)
|
|
|
(473.6
|
)
|
|
|
(1,030.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from revolving credit facility
|
|
|
|
|
|
|
85.0
|
|
|
|
|
|
Payments on revolving credit facility
|
|
|
|
|
|
|
(85.0
|
)
|
|
|
|
|
Proceeds from long-term debt
|
|
|
|
|
|
|
|
|
|
|
700.0
|
|
Principal payments of debt
|
|
|
(24.7
|
)
|
|
|
(124.0
|
)
|
|
|
(5.0
|
)
|
Excess tax benefits from share-based payment arrangements
|
|
|
34.0
|
|
|
|
15.3
|
|
|
|
|
|
Debt issuance costs
|
|
|
|
|
|
|
(0.8
|
)
|
|
|
(21.4
|
)
|
Equity contributions from shareholders
|
|
|
|
|
|
|
|
|
|
|
370.0
|
|
Proceeds from equity issuance
|
|
|
|
|
|
|
249.3
|
|
|
|
|
|
Executive stock investments/(repurchase)
|
|
|
(1.0
|
)
|
|
|
1.1
|
|
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
8.3
|
|
|
|
140.9
|
|
|
|
1,047.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(0.2
|
)
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/ increase in cash and cash equivalents for the
period
|
|
|
(50.9
|
)
|
|
|
(57.0
|
)
|
|
|
241.3
|
|
Cash and cash equivalents, beginning of the period
|
|
|
184.3
|
|
|
|
241.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of the period
|
|
$
|
133.4
|
|
|
$
|
184.3
|
|
|
$
|
241.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Information
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
29.0
|
|
|
$
|
55.1
|
|
|
$
|
28.1
|
|
Income taxes paid
|
|
$
|
66.7
|
|
|
$
|
29.3
|
|
|
$
|
8.5
|
|
Non-cash Financing and Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of financial instruments
|
|
$
|
(10.9
|
)
|
|
$
|
9.0
|
|
|
$
|
4.2
|
|
Property acquired through capital leases
|
|
$
|
1.6
|
|
|
$
|
11.5
|
|
|
$
|
26.7
|
|
See notes to consolidated financial statements
78
Spirit
AeroSystems Holdings, Inc.
($ in millions other than per share amounts)
Spirit AeroSystems Holdings, Inc. (Holdings) was
incorporated in the state of Delaware on February 7, 2005,
and commenced operations on June 17, 2005, through the
acquisition of The Boeing Companys (Boeing)
operations in Wichita, Kansas, Tulsa, Oklahoma and McAlester,
Oklahoma (the Boeing Acquisition). Holdings provides
manufacturing and design expertise in a wide range of products
and services for aircraft original equipment manufacturers and
operators through its subsidiary, Spirit AeroSystems, Inc.
(Spirit or the Company). Onex
Corporation (Onex) of Toronto, Canada maintains
majority voting power of Holdings. In April 2006, Holdings
acquired the aerostructures division of BAE Systems (Operations)
Limited (BAE Aerostructures), which builds
structural components for Airbus, Boeing and Hawker Beechcraft
Corporation (formerly Raytheon Aircraft Company). Prior to this
acquisition, Holdings sold essentially all of its production to
Boeing. The Company has its headquarters in Wichita, Kansas,
with manufacturing facilities in Tulsa and McAlester, Oklahoma;
Prestwick, Scotland and in Wichita. A new manufacturing facility
is expected to open in Malaysia in early 2009.
Spirit is the majority participant in the Kansas Industrial
Energy Supply Company (KIESC), a
tenancy-in-common
with other Wichita companies established to purchase natural gas.
In November 2007, Spirit entered into a joint-venture with
Progresstech LTD of Moscow, Russia called Spirit-Progresstech
LLC. Spirit and Progresstech LTD each have a 50% ownership
interest in the company, which will provide engineering
consulting services. The investment in Spirit-Progresstech LLC
is accounted for under the equity method of accounting.
The accompanying consolidated financial statements include
Spirits financial statements and the financial statements
of its majority owned subsidiaries and have been prepared in
accordance with accounting principles generally accepted in the
United States of America and the instructions to
Form 10-K
and Article 10 of
Regulation S-X.
All intercompany balances and transactions have been eliminated
in consolidation. Certain reclassifications have been made to
the prior year financial statements and notes to conform to the
2007 presentation.
|
|
2.
|
Summary
of Significant Accounting Policies
|
Basis
of Presentation
The accompanying consolidated financial statements include
Spirits financial statements and the financial statements
of its majority-owned subsidiaries and have been prepared in
accordance with accounting principles generally accepted in the
United States of America. Investments in business entities in
which the Company does not have control, but has the ability to
exercise significant influence over operating and financial
policies, generally 20 to 50% ownership, are accounted for by
the equity method. All intercompany balances and transactions
have been eliminated in consolidation. Spirits U.K.
subsidiary uses local currency, the British pound, as its
functional currency. As part of the monthly consolidation
process, the functional currency is translated to
U.S. dollars using the end-of-month translation rate for
balance sheet accounts and average period currency translation
rates for revenue and income accounts as defined by
SFAS No. 52, Foreign Currency Translation (as
amended). In addition, Kansas Industrial Energy Supply
Company (KIESC), a
tenancy-in-common,
is included in consolidation as Spirit owns 77.8% of the
entitys equity.
Acquisition
of Spirit
Onex Corporation and Onex Partners LP, an affiliate of Onex
Corporation (collectively referred to as Onex or the
Parent) formed Spirit AeroSystems Holdings, Inc.
(formerly Mid-Western Aircraft Systems Holdings, Inc.), for the
purpose of acquiring various assets and liabilities of certain
operating divisions of Boeing, in accordance with an acquisition
agreement dated February 22, 2005, as amended. The
stockholders initially
79
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
capitalized Holdings by acquiring Holdings stock for
approximately $375.0, which was contributed as capital to Spirit.
Spirit acquired the assets and liabilities through proceeds from
the initial capitalization and the $875.0 credit agreement
described in Note 9. Spirit commenced operations upon
closing. At acquisition, Spirit entered into long-term
agreements with Boeing to supply components for all of
Boeings existing B737, B747, B767 and B777 platforms and
the new B787 platform. In connection with the acquisition,
Boeing provided the Company with a delayed draw term loan
facility of up to $150.0, also described in Note 9, which
terminated in connection with Spirits initial public
offering in November 2006.
Spirit accounted for the acquisition as a purchase in accordance
with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 141, Business
Combinations, and recorded the assets acquired and
liabilities assumed based upon fair value of the consideration
paid, which is summarized in the following table.
|
|
|
|
|
Cash payment to Boeing
|
|
$
|
903.9
|
|
Direct costs of the acquisition
|
|
|
20.2
|
|
Less:
|
|
|
|
|
Consideration to be returned from Boeing for sale of capital
assets
|
|
|
(202.8
|
)
|
Consideration to be returned from Boeing for transition costs
|
|
|
(30.0
|
)
|
Working capital settlement
|
|
|
(19.0
|
)
|
|
|
|
|
|
Total consideration
|
|
$
|
672.3
|
|
|
|
|
|
|
For income tax purposes, Spirit allocated the purchase price
under IRC Sec. 1060 and applied deferred taxes against any
differences in the book and tax bases of the acquired assets and
assumed liabilities, resulting in a net deferred tax asset. In
accordance with SFAS No. 109, Accounting for Income
Taxes, the company provided a full valuation allowance
against the net deferred tax assets existing at the
June 17, 2005 opening balance sheet date. The valuation
allowance was reversed in the fourth quarter in 2006 as noted in
Note 13, Income Taxes.
Direct costs of the acquisition include professional fees paid
to outside advisors for investment banking, legal, tax, due
diligence, appraisal and valuation services.
In connection with the acquisition, Boeing made non-interest
bearing payments of $45.5 in 2007 and is required to make future
non-interest bearing payments to Spirit of $116.1 and $115.4 in
2008 and 2009, respectively, attributable to the acquisition of
title of various tooling and other capital assets to be
determined by Spirit. Spirit will retain usage rights and
custody of the assets for their remaining useful lives without
compensation to Boeing. Since Spirit retains the risks and
rewards of ownership to such assets, Spirit recorded such
amounts as consideration to be returned from Boeing at net
present value of $202.8. The initial amount will be accreted as
interest income until payments occur and are recorded as a
component of other assets. The accretion of interest income was
$9.7 in fiscal 2005, $22.0 in fiscal 2006, and $21.1 in fiscal
2007.
In connection with the acquisition, Boeing made payments
totaling $30.0 through September 2006 for Spirits costs of
transition to a newly formed enterprise. Since Spirit had no
obligations under this arrangement, such amounts were recorded
as consideration to be returned from Boeing. These payments were
not discounted as they were realized within one year of closing.
In accordance with the acquisition agreement, Boeing reimbursed
the Company in fiscal 2005 approximately $19.0 for the
contractually determined working capital settlement.
80
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
The fair value of the various assets acquired and liabilities
assumed was determined by management. The fair value of the net
assets acquired exceeded the total consideration for the
acquisition by approximately $739.1. The excess (negative
goodwill) was allocated on a pro rata basis to long-lived assets
and resulted in the purchase price allocation noted below:
|
|
|
|
|
|
|
Book Value
|
|
|
|
June 16, 2005
|
|
|
Cash
|
|
$
|
1.3
|
|
Accounts receivable
|
|
|
0.3
|
|
Inventory
|
|
|
479.2
|
|
Other current assets
|
|
|
0.3
|
|
Property, plant and equipment
|
|
|
231.1
|
|
Intangible assets
|
|
|
17.3
|
|
Other assets
|
|
|
6.8
|
|
Pension asset
|
|
|
101.2
|
|
Accounts payable and accrued liabilities
|
|
|
(130.2
|
)
|
Post-retirement liabilities
|
|
|
(35.0
|
)
|
|
|
|
|
|
Net assets acquired
|
|
$
|
672.3
|
|
|
|
|
|
|
On May 30, 2006, the Companys defined benefit pension
trust received $60.7 from Boeings defined benefit pension
trust, representing the final transfer of pension assets in
accordance with the acquisition agreement. This transfer, which
was based on final actuarial and other valuation data completed
in 2006, exceeded the original estimate calculated in 2005,
which was based on preliminary actuarial and other valuation
data. As a result, adjustments were recorded in June 2006 to
eliminate the defined pension liability, record a prepaid
pension asset, and adjust the book value of property, plant and
equipment and intangible assets as of June 17, 2005. As a
result of these adjustments, a cumulative
catch-up
adjustment was recorded to the statement of income (loss) in
June 2006 to reflect higher pension income and lower
depreciation and amortization expense.
In connection with the acquisition, Boeing paid Spirit $200.0 in
advances in June 2005 to be applied against future B787 ship set
deliveries, which is a component of long-term liabilities.
Additional advance payments of $400.0 and $100.0 have been paid
by Boeing to Spirit in 2006 and 2007, respectively. These
advance payments will be applied to the first five hundred B787
ship sets purchased by Boeing at the rate of $1.4 per ship set.
If Boeing does not take delivery of five hundred ship sets, the
remaining balance of the advance payments will be first applied
against any outstanding payments due to Spirit by Boeing for
other B787 costs. Any remaining balance will be repaid to Boeing
on December 15 each year at a prorated rate of $84.0 per year
until any remaining balance of the advance payment has been
recovered.
Acquisition
of BAE Aerostructures
On April 1, 2006, the Company completed its purchase of BAE
Aerostructures operations in Prestwick, Scotland and
Samlesbury, England for a cash purchase price of approximately
$145.7 and the assumption of certain normal course liabilities
(including accounts payable of approximately $67.0), financed
with available cash balances. The purpose of the acquisition was
to diversify the Companys revenue base and accelerate
growth. The production facilities build structural components
for Airbus models A320, A330, A340 and the A380, as well as
Boeing models B767 and B777 and the Hawker (Beechcraft) 800
Series. The acquisition of the European unit gave the Company an
additional 814 employees all of which are located in the
United Kingdom. The European unit is known as Spirit AeroSystems
(Europe) Limited (Spirit Europe).
81
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Spirit accounted for the acquisition as a purchase in accordance
with the provisions of SFAS No. 141, Business
Combinations, and recorded the assets acquired and
liabilities assumed based upon the fair value of the
consideration paid, which is summarized in the following table:
|
|
|
|
|
Cash payment to BAE Systems
|
|
$
|
139.1
|
|
Direct costs of the acquisition
|
|
|
3.6
|
|
Working capital settlement
|
|
|
3.0
|
|
|
|
|
|
|
Total consideration
|
|
$
|
145.7
|
|
|
|
|
|
|
The acquisition of BAE Aerostructures was negotiated in an
arms-length transaction. Factors that may have influenced the
determination of the purchase price include the expected
duration of production of the A320 and risks associated with the
ramp-up in
production of the A380.
The fair value of the various assets acquired and liabilities
assumed was determined by management based on valuations
performed by an independent third party. The total consideration
exceeded the fair value of the net assets acquired by
approximately $7.9, resulting in goodwill. The purchase price
was allocated as follows:
|
|
|
|
|
|
|
Book Value
|
|
|
|
April 1, 2006
|
|
|
Cash
|
|
$
|
0.3
|
|
Accounts receivable
|
|
|
64.3
|
|
Inventory
|
|
|
44.2
|
|
Property, plant and equipment
|
|
|
88.0
|
|
Intangible assets
|
|
|
30.1
|
|
Goodwill
|
|
|
7.9
|
|
Currency hedge assets
|
|
|
11.1
|
|
Accounts payable and accrued liabilities
|
|
|
(67.0
|
)
|
Pension liabilities
|
|
|
(19.1
|
)
|
Other liabilities
|
|
|
(12.4
|
)
|
Currency hedge liabilities
|
|
|
(1.7
|
)
|
|
|
|
|
|
Net assets acquired
|
|
$
|
145.7
|
|
|
|
|
|
|
Use of
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements, and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates and
assumptions.
The results of operations during fiscal 2006 include the
favorable impact of cumulative
catch-up
adjustments related to 2005 revenues of $59.0 resulting from
revised contract accounting estimates, primarily as a result of
cost reduction initiatives, lower fringe benefits, and
depreciation and amortization costs. In the first quarter of
2006, the Company implemented new fringe benefit cost estimates
to reflect the impact of increased employment levels to support
rising production rates and its benefit cost experience to that
point in time. In the second quarter of 2006, the Company raised
its estimate of pension income and lowered its estimates of
depreciation and amortization costs to reflect the final pension
asset transfer received from Boeing in May 2006.
82
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
The results of operations during fiscal 2007 include the
favorable impact of cumulative
catch-up
adjustments relating to 2005 and 2006 revenues of $12.5
resulting from revised contract accounting estimates primarily
as a result of cost reduction initiatives, lower fringe
benefits, and depreciation and amortization costs.
Revenue
Recognition
A significant portion of Spirits revenues are recognized
under long-term, volume-based pricing contracts, requiring
delivery of products over several years. Spirit recognizes
revenue under the contract method of accounting and records
sales and profits on each contract in accordance with the
percentage-of-completion method of accounting, using the units
of delivery method. We follow the requirements of Statement of
Position
81-1
(SOP 81-1),
Accounting for Performance of Construction-Type and Certain
Production-Type Contracts (the contract method of
accounting), using the cumulative
catch-up
method in accounting for revisions in estimates. Under the
cumulative
catch-up
method, the impact of revisions in estimates is recognized
immediately when changes in estimated contract profitability
become known.
A profit rate is estimated based on the difference between total
revenues and total costs of a contract. Total revenues at any
given time include actual historical revenues up to that time
plus future estimated revenues. Total costs at any given time
include actual historical costs up to that time plus future
estimated costs. Estimated revenues include negotiated or
expected values for units delivered, estimates of probable
recoveries asserted against the customer for changes in
specifications, price adjustments for contract and volume
changes, and escalation. Costs include the estimated cost of
certain pre-production effort (including non-recurring
engineering and planning subsequent to completion of final
design) plus the estimated cost of manufacturing a specified
number of production units. Estimates take into account
assumptions relative to future labor performance and rates, and
projections relative to material and overhead costs including
expected learning curve cost reductions over the
term of the contract. The specified number of production units
used to establish the profit margin (contract block)
is predicated upon contractual terms and market forecasts. The
assumed timeframe/period covered by the contract block is
generally equal to the period specified in the contract or the
future timeframe for which we can project reasonably dependable
cost estimates. If the contract is a life of program
contract, then the life of the contract block is usually the
latter of these timeframes. Estimated revenues and costs also
take into account the expected impact of specific contingencies
that we believe are probable.
Estimates of revenues and costs for our contracts span a period
of multiple years and are based on a substantial number of
underlying assumptions. We believe that the underlying
assumptions are sufficiently reliable to provide a reasonable
estimate of the profit to be generated. However, due to the
significant length of time over which revenue streams will be
generated, the variability of the revenue and cost streams can
be significant if the assumptions change.
For revenues not recognized under the contract method of
accounting, Spirit recognizes revenues from the sale of products
at the point of passage of title, which is generally at the time
of shipment. Shipping and handling costs are included in cost of
sales. Revenues earned from providing maintenance services
including any contracted research and development are recognized
when the service is complete or other contractual milestones are
attained. Revenues from non-recurring design work are recognized
based on substantive milestones that are indicative of our
progress toward completion.
83
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Since Boeing retained title to tooling assets and provides such
tooling to Spirit at no cost, the Company treats the
amortization of Boeing-owned tooling as a reduction to revenues
as required by Emerging Issues Task Force (EITF)
01-9,
Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendors Products).
Purchase accounting adjustments in 2006 related to the
pension asset resulted in lower assigned value to the Boeing
owned tooling which in turn reduced the amortization
year-over-year. The Company recognized $13.5, $8.5 and $12.3, as
a reduction to net revenues for the periods ended
December 31, 2007, December 31, 2006 and
December 29, 2005, respectively. The Company expects to
recognize the following amounts as reductions to net revenues
each of the next five years.
|
|
|
|
|
2008
|
|
$
|
13.4
|
|
2009
|
|
|
8.6
|
|
2010
|
|
|
1.9
|
|
2011
|
|
|
|
|
2012
|
|
|
|
|
Advance payments. Pursuant to the B787
contract, the Company has received $700.0 from Boeing in advance
payments on the B787 program, which will be recovered through
specified reductions in Boeings payments for the first
five hundred production units. As of December 31, 2007, the
entire $700.0 in advance payments has been received. The amount
of advance payments to be so recovered against units delivering
within a year is classified as a short term liability, with the
balance of the unliquidated advance payments classified as a
long term liability.
Deferred revenue. Pursuant to the B737
contract, the Company has received $35.0 from Boeing in
nonrefundable payments of surcharges attributable to higher
production rates. These payments are classified as deferred
revenue when received, and reclassified to revenue as the
production units to which the surcharge applies are delivered.
The Company has also received additional payments for future
performance on other miscellaneous contracts. The Companys
deferred revenue liability was approximately $51.6 at
December 31, 2007 and $8.2 at December 31, 2006.
Joint
Venture
The investment resulting in a fifty percent ownership interest
in Spirit-Progresstech LLC totaled less than $0.1 at
December 31, 2007 and was accounted for under the equity
method of accounting.
Research
and Development
Research and development includes costs incurred for
experimentation, design and testing and are expensed as incurred
as required under the provisions of SFAS No. 2,
Accounting for Research and Development Costs.
Cash
and Cash Equivalents
Cash and cash equivalents represent all highly liquid
investments with original maturities of three months or less.
Accounts
Receivable
Accounts receivable are recorded at the invoiced amount and do
not bear interest. The Company determines an allowance for
doubtful accounts based on a review of outstanding receivables.
Account balances are charged off against the allowance after the
potential for recovery is considered remote. The Companys
allowance for doubtful accounts was approximately $1.3 and $1.2
at December 31, 2007 and December 31, 2006,
respectively.
84
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Inventory
Raw materials are stated at lower of cost (principally on an
actual or average cost basis) or market. Inventoried costs
attributed to units delivered under long-term contracts are
based on the estimated average cost of all units expected to be
produced and are determined under the learning curve concept
which anticipates a predictable decrease in unit costs as tasks
and production techniques become more efficient through
repetition. This usually results in an increase in inventory
(referred to as excess-over-average or
deferred production costs) during the early years of
a contract. These costs are deferred only to the extent the
amount of actual or expected
excess-over-average
is reasonably expected to be fully offset by lower-than-average
costs in future periods of a contract. If in-process inventory
plus estimated costs to complete a specific contract exceed the
anticipated remaining sales value of such contract, such excess
is charged to cost of sales in the period the loss becomes
known, thus reducing inventory to estimated realizable value.
Costs in inventory include amounts relating to contracts with
long production cycles, some of which are not expected to be
realized within one year.
The Company reviews its general stock materials and spare parts
inventory each quarter to identify impaired inventory, including
excess or obsolete inventory, based on historical sales trends
and expected production usage. Impaired inventories are written
off as an expense to cost of sales in the period identified.
Finished goods inventory is stated at its estimated average per
unit cost based on all units expected to be produced.
Property,
Plant and Equipment
Property, plant and equipment are stated at cost less
accumulated depreciation. Depreciation is applied using a
straight-line method over the useful lives of the respective
assets as described in the following table:
|
|
|
|
|
|
|
Estimated Useful Life
|
|
|
Land improvements
|
|
|
20 years
|
|
Buildings
|
|
|
40 years
|
|
Machinery and equipment
|
|
|
3-11 years
|
|
Tooling Airplane program B787
|
|
|
5-20 years
|
|
Tooling Airplane program all others
|
|
|
2-10 years
|
|
Capitalized software
|
|
|
3-5 years
|
|
Interest costs associated with
construction-in-progress
are capitalized until the assets are completed and ready for
use. Capitalized interest was $7.5 and $10.3 for the periods
ended December 31, 2007 and December 31, 2006,
respectively. Repair and maintenance costs are expensed as
incurred.
We capitalize certain costs, such as software coding,
installation and testing, that are incurred to purchase or to
create and implement internal use computer software in
accordance with Statement of Position
98-1,
Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use. Depreciation expense related to
capitalized software was $17.7, $11.3, and $2.1 for the periods
ended December 31, 2007, December 31, 2006 and
December 29, 2005, respectively.
Intangible
Assets and Goodwill
Intangible assets are recorded at estimated fair value and are
comprised of patents, favorable leasehold interests, and
customer relationships that are amortized on a straight-line
basis over their estimated useful lives, ranging from 6 to
16 years for patents, 14 to 24 years for favorable
leasehold interests, and 8 years for customer relationships.
Goodwill resulting from the acquisition of BAE Aerostructures is
not amortized.
85
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Impairment
or Disposal of Long-Lived Assets and Goodwill
Spirit reviews capital and amortizing intangible assets
(long-lived assets) for impairment on an annual basis or
whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable in accordance with
SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. Under the standard, assets
must be classified as either held-for-use or available-for-sale.
An impairment loss is recognized when the carrying amount of an
asset that is held for use exceeds the projected undiscounted
future net cash flows expected from its use and disposal, and is
measured as the amount by which the carrying amount of the asset
exceeds its fair value, which is measured by discounted cash
flows when quoted market prices are not available. For assets
available-for-sale, an impairment loss is recognized when the
carrying amount exceeds the fair value less cost to sell. The
Company performs an annual impairment test for goodwill in the
fourth quarter of each year, in accordance with Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill
and Other Intangible Assets.
Deferred
Financing Costs
Costs relating to long-term debt are deferred and included in
long-term assets. These costs are amortized over the term of the
related debt or debt facilities, and are included as a component
of interest expense.
Derivative
Instruments and Hedging Activity
We use derivative financial instruments to manage the economic
impact of fluctuations in currency exchange rates and interest
rates. To account for our derivative financial instruments, we
follow the provisions of SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities, as
amended by SFAS No. 137 and SFAS No. 138.
Derivative financial instruments are recognized on the
Consolidated Balance Sheets as either assets or liabilities and
are measured at fair value. Changes in fair value of derivatives
are recorded at each period in earnings or accumulated other
comprehensive income, depending on whether a derivative is
effective as part of a hedge transaction, and if it is, the type
of hedge transaction. Gains and losses on derivative instruments
reported in accumulated other comprehensive income are
subsequently included in earnings in the periods in which
earnings are affected by the hedged item or when the hedge is no
longer effective. We present the cash flows associated with our
derivatives as a component of the investing section of the
Statement of Cash Flows. Our use of derivatives has generally
been limited to interest rate swaps, but in fiscal 2006 we also
began using derivative instruments to manage our risk associated
with U.S. dollar denominated contracts negotiated by Spirit
Europe.
Fair
Value of Financial Instruments
The carrying amounts of certain of our financial instruments
including cash and cash equivalents, accounts receivable and
accounts payable, approximate fair value because of their short
maturities.
Our long-term debt consists of obligations with variable
interest rates. The estimated fair value of our long-term debt
obligations is based on the quoted market prices for such debt
obligations. The estimated fair value of long-term debt at
December 31, 2007 with a carrying value of
$578 million is $570 million.
Income
Taxes
We account for income taxes in accordance with
SFAS No. 109, Accounting for Income Taxes. The
income tax provision is calculated for all jurisdictions in
which we operate. This process involves estimating actual
current taxes due plus assessing temporary differences arising
from differing treatment for tax and accounting purposes that
are recorded as deferred tax assets and liabilities. Deferred
tax assets are periodically evaluated to determine their
recoverability and a valuation allowance is established with a
corresponding additional income tax provision recorded in our
Consolidated Statements of Income if their recovery is not
considered likely. The provision for
86
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
income taxes could also be materially impacted if actual taxes
due differ from our earlier estimates. The effect of changes in
tax rates is recognized during the period in which the rate
change is enacted.
We file income tax returns in all jurisdictions in which we
operate. We establish reserves to provide for additional income
taxes that may be due in future years as these previously filed
tax returns are audited in accordance with FIN 48. We
recognize the financial statement impact for tax positions only
after determining that based on its technical merits the
relevant tax authority would more likely than not sustain the
position on audit. For tax positions meeting the more
likely than not threshold the amount recognized in the
financial statements is the largest amount that has a greater
than 50% likelihood of being realized upon ultimate settlement
with the relevant tax authority. These reserves and applicable
interest have been established based upon managements
assessment of the potential exposure attributable to permanent
and temporary differences. All tax reserves are analyzed
periodically and adjustments are made as events occur that
warrant modification. We use the flow-through accounting method
for investment tax credits. Under this method, investment tax
credits reduce income tax expense.
We file a U.S. consolidated federal income tax return.
Under our tax sharing arrangement, the cumulative tax liability
for each member in the affiliated group shall not exceed the
total tax liability as computed on a separate return basis.
Stock-Based
Compensation and Other Share-Based Payments
The Companys employees are participants in various stock
compensation plans. The Company accounts for stock option plans,
restricted share plans and other stock-based payments in
accordance with SFAS No. 123(R), Share-Based
Payment. The expense attributable to the Companys
employees is recognized over the period the amounts are earned
and vested, as described in Note 12.
Warranty
Provisions for estimated expenses related to product warranties
are made at the time products are sold. These estimates are
established using historical information on the nature,
frequency and average cost of warranty claims. The
Companys provision for warranty expenses at
December 31, 2007 and December 29, 2006 was $9.9 and
$9.6, respectively.
Fiscal
Year End
The Companys fiscal years ended on December 29, 2005,
and December 31, 2006 and December 31, 2007. Both
Holdings and the Companys fiscal quarters end on the
Thursday closest to the calendar quarter end. The Companys
2005 results include the period from inception (February 7,
2005) through December 29, 2005.
New
Accounting Standards
In June 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes which is an
interpretation of FASB Statement 109, Accounting for Income
Taxes. Interpretation No. 48, effective for fiscal
years beginning after December 15, 2006, requires
management to perform a two-step evaluation for all tax
positions, ensuring that these tax return positions meet the
more likely than not recognition threshold and can
be measured with sufficient precision to determine the benefit
recognized in the financial statements. This interpretation
provides management with a comprehensive model for how the
Company should recognize, measure, present, and disclose in its
financial statements tax positions that the Company has taken or
expects to take on its income tax returns. We adopted the
provisions of Interpretation No. 48 on January 1,
2007. Previously, we had accounted for tax contingencies in
accordance with Statement of Financial Accounting Standards
No. 5, Accounting for Contingencies.
87
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
In accordance with Interpretation No. 48, the Company
recognizes the financial statement impact of a tax position only
after determining that, based on its technical merits, the
relevant tax authority would more likely than not sustain the
position upon audit. For tax positions meeting the more
likely than not threshold, the amount recognized in the
financial statements is the largest amount that has a greater
than 50% likelihood of being realized upon ultimate settlement
with the relevant tax authority. At the adoption date and for
the year ended December 31, 2007, Interpretation
No. 48 has been applied to all tax positions as the statute
of limitations has not expired for any of the Companys tax
years. As a result of the implementation of Interpretation
No. 48, the Company did not incur any change in the
liability for unrecognized tax benefits.
In September 2006, the FASB issued SFAS 157, Fair Value
Measurements (SFAS 157), which defines fair value,
establishes a framework for measuring fair value under GAAP, and
expands disclosures about fair value measures. It is effective
for fiscal years beginning after November 15, 2007, with
early adoption encouraged. The provisions of SFAS 157 are
to be applied on a prospective basis, with the exception of
certain financial instruments for which retrospective
application is required. On November 14, 2007, the
Financial Accounting Standards Board granted a one year deferral
for non-financial assets and liabilities to comply with
SFAS 157. The rules scheduled effective date for
financial assets, November 15, remains intact. The adoption
of SFAS 157 is not expected to materially affect our
financial position or results of operations.
In February 2007, the FASB issued SFAS 159, The Fair
Value Option for Financial Assets and Financial
Liabilities Including an Amendment FASB
Statement No. 115, which allows for the option to measure
financial instruments, warranties, and insurance contracts at
fair value. Unrealized gains and losses on items for which the
fair value option has been elected are reported in earnings. It
is effective for fiscal years beginning after November 15,
2007. Early adoption is permitted as of the beginning of a
fiscal year that begins on or before November 15, 2007,
provided the entity also elects to apply the provisions of
SFAS 157. We do not presently have any financial assets or
liabilities that we would elect to measure at fair value, and
therefore the adoption of SFAS 157 is not expected to
materially affect our financial position or results of
operations.
In December 2007, the FASB issued SFAS 141(R), Business
Combinations (SFAS 141(R), which replaces
SFAS No. 141. SFAS No. 141(R) requires an
acquirer to recognize the assets acquired, the liabilities
assumed, any non-controlling interest in the acquiree, and any
goodwill acquired to be measured at their fair value at the
acquisition date. The Statement also establishes disclosure
requirements which will enable users to evaluate the nature and
financial effects of the business combination. SFAS 141(R)
is effective for fiscal years beginning after December 15,
2008. The adoption of SFAS 141(R) will have an impact on
accounting for business combinations completed subsequent to
that adoption.
In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements an amendment of Accounting Research
Bulletin No. 51 (SFAS 160), which establishes
accounting and reporting standards for ownership interests in
subsidiaries held by parties other than the parent, the amount
of consolidated net income attributable to the parent and to the
noncontrolling interest, changes in a parents ownership
interest and the valuation of retained non-controlling equity
investments when a subsidiary is deconsolidated. The Statement
also establishes reporting requirements that provide sufficient
disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling
owners. SFAS 160 is effective for fiscal years beginning
after December 15, 2008. We do not expect the application
of SFAS 160 to have a material impact on our financial
position or results of operations.
88
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Accounts receivable, net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Trade receivables
|
|
$
|
154.9
|
|
|
$
|
192.1
|
|
Other
|
|
|
6.3
|
|
|
|
9.3
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
161.2
|
|
|
|
201.4
|
|
Less: allowance for doubtful accounts
|
|
|
(1.3
|
)
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
$
|
159.9
|
|
|
$
|
200.2
|
|
|
|
|
|
|
|
|
|
|
Inventories are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Raw materials
|
|
$
|
157.8
|
|
|
$
|
118.1
|
|
Work-in-process
|
|
|
878.3
|
|
|
|
584.4
|
|
Finished goods
|
|
|
27.0
|
|
|
|
34.2
|
|
|
|
|
|
|
|
|
|
|
Product inventory
|
|
|
1,063.1
|
|
|
|
736.7
|
|
Capitalized pre-production
|
|
|
279.5
|
|
|
|
145.5
|
|
|
|
|
|
|
|
|
|
|
Total inventory, net
|
|
$
|
1,342.6
|
|
|
$
|
882.2
|
|
|
|
|
|
|
|
|
|
|
Inventories as of December 31, 2007 and December 31,
2006 are summarized by platform as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
B737
|
|
$
|
341.9
|
|
|
$
|
280.6
|
|
B747
|
|
|
82.8
|
|
|
|
62.8
|
|
B767
|
|
|
18.1
|
|
|
|
25.2
|
|
B777
|
|
|
158.9
|
|
|
|
152.9
|
|
B787(1)
|
|
|
519.0
|
|
|
|
172.2
|
|
Airbus All platforms
|
|
|
86.4
|
|
|
|
70.2
|
|
Other in-process inventory related to long-term contracts and
other programs(2)
|
|
|
135.5
|
|
|
|
118.3
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2007
|
|
$
|
1,342.6
|
|
|
$
|
882.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
B787 inventory includes $238.0 and $143.3 in capitalized
pre-production costs at December 31, 2007 and
December 31, 2006, respectively. |
|
(2) |
|
Includes contracted non-recurring services for certain
derivative aircraft programs to be paid by the original
equipment manufacturer, plus miscellaneous other
work-in-process,
and $41.5 and $2.2 of capitalized pre-production for other
miscellaneous programs at December 31, 2007 and
December 31, 2006, respectively. |
89
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Capitalized pre-production costs include certain costs,
including applicable overhead, incurred before a product is
manufactured on a recurring basis. These costs are typically
recovered over a certain number of ship set deliveries and the
Company believes these amounts will be fully recovered.
At December 31, 2007 and December 31, 2006,
work-in-process
inventory included deferred production costs of approximately
$57.1 and $41.8, respectively. These deferred production values
represent the excess of costs incurred over estimated average
costs per Boeing ship set for the 993 Boeing ship sets delivered
since inception through December 31, 2007, as well as 767
Airbus ship sets delivered from April 1, 2006 through
December 31, 2007. Recovery of the deferred production
costs is dependent on the number of ship sets ultimately sold
and actual selling prices and production costs associated with
future production.
Sales significantly under estimates or costs significantly over
estimates could result in the realization of losses on these
contracts in future periods.
|
|
5.
|
Property,
Plant and Equipment
|
Property, plant and equipment, net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006(1)
|
|
|
Land
|
|
$
|
19.2
|
|
|
$
|
19.0
|
|
Buildings (including improvements)
|
|
|
178.2
|
|
|
|
157.7
|
|
Machinery and equipment
|
|
|
396.7
|
|
|
|
219.5
|
|
Tooling
|
|
|
384.7
|
|
|
|
245.4
|
|
Construction in progress
|
|
|
164.4
|
|
|
|
213.4
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,143.2
|
|
|
|
855.0
|
|
Less: accumulated depreciation
|
|
|
(179.4
|
)
|
|
|
(81.2
|
)
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
$
|
963.8
|
|
|
$
|
773.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Land improvements of $3.5 have been reclassified from Land to
Buildings in the December 31, 2006 figures to conform to
current year presentation. |
In connection with the acquisition, Boeing is required to make
future non-interest bearing payments to Spirit attributable to
the acquisition of title of various tooling and other capital
assets to be determined by Spirit. Spirit will retain usage
rights and custody of the assets for their remaining useful
lives without compensation to Boeing.
The following is a schedule of future payments from our
long-term and short-term receivables:
|
|
|
|
|
2008
|
|
$
|
116.1
|
|
2009
|
|
|
115.4
|
|
|
|
|
|
|
Total
|
|
$
|
231.5
|
|
|
|
|
|
|
A discount rate of 9.75% was used to record these payments at
their estimated present value of $208.8 and $233.2 at
December 31, 2007 and December 31, 2006, respectively.
At December 31, 2007, the current portion of the long-term
receivable was $109.5. Also included in the long-term receivable
is $23.7 of B787 receivables not due until Boeings first
aircraft delivery.
90
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Other assets are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Intangible assets
|
|
|
|
|
|
|
|
|
Patents
|
|
$
|
2.0
|
|
|
$
|
2.0
|
|
Favorable leasehold interests
|
|
|
9.7
|
|
|
|
9.7
|
|
Customer relationships
|
|
|
34.3
|
|
|
|
33.8
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
|
46.0
|
|
|
|
45.5
|
|
Less: Accumulated amortization-patents
|
|
|
(0.4
|
)
|
|
|
(0.2
|
)
|
Accumulated amortization-favorable leasehold interest
|
|
|
(1.9
|
)
|
|
|
(1.3
|
)
|
Accumulated amortization-customer relationships
|
|
|
(7.5
|
)
|
|
|
(3.2
|
)
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
|
36.2
|
|
|
|
40.8
|
|
Deferred financing costs, net
|
|
|
12.2
|
|
|
|
14.8
|
|
Fair value of derivative instruments
|
|
|
5.5
|
|
|
|
24.3
|
|
Goodwill Europe
|
|
|
3.7
|
|
|
|
6.0
|
|
Other
|
|
|
3.5
|
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
61.1
|
|
|
$
|
90.0
|
|
|
|
|
|
|
|
|
|
|
Deferred financing costs are recorded net of $10.7 and $8.4 of
accumulated amortization at December 31, 2007 and
December 31, 2006, respectively.
The Company recognized $5.1 and $3.4 of amortization expense of
intangibles for the twelve months ended December 31, 2007
and December 31, 2006, respectively and $1.3 for the period
June 17, 2005 through December 29, 2005.
Estimated amortization expense associated with the
Companys amortizable intangible assets for each of the
next five years is as follows:
|
|
|
|
|
2008
|
|
$
|
5.1
|
|
2009
|
|
$
|
5.0
|
|
2010
|
|
$
|
5.0
|
|
2011
|
|
$
|
5.0
|
|
2012
|
|
$
|
4.9
|
|
|
|
8.
|
Derivative
and Hedging Activities
|
In July 2005, in connection with the execution of the credit
agreement as described in Note 9, the Company entered into
floating-to-fixed interest rate swap agreements with notional
amounts totaling $500.0. The terms and fair value of the swaps
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective
|
|
|
Fair Value,
|
|
|
|
|
|
|
Variable
|
|
|
Fixed
|
|
|
Fixed
|
|
|
December 31,
|
|
Principal Amount
|
|
Expires
|
|
|
Rate
|
|
|
Rate
|
|
|
Rate
|
|
|
2007
|
|
|
$100
|
|
|
July 2008
|
|
|
|
LIBOR
|
|
|
|
4.24
|
%
|
|
|
5.99
|
%
|
|
$
|
0.1
|
|
$300
|
|
|
July 2009
|
|
|
|
LIBOR
|
|
|
|
4.30
|
%
|
|
|
6.05
|
%
|
|
$
|
(2.2
|
)
|
$100
|
|
|
July 2010
|
|
|
|
LIBOR
|
|
|
|
4.37
|
%
|
|
|
6.12
|
%
|
|
$
|
(1.4
|
)
|
91
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
The purpose of entering into these swaps was to reduce
Spirits exposure to variable interest rates. The
settlement and maturity dates are provided above. In accordance
with SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, the interest rate swaps
are being accounted for as cash flow hedges. The fair value of
the interest rate swaps was a liability (unrealized loss) of
$(3.5) at December 31, 2007 and an asset (unrealized gain)
of $8.6 at December 31, 2006. The after-tax impact of
$(2.2) and $5.3 was recorded as a component of Other
Comprehensive Income for the periods ended December 31,
2007 and December 31, 2006, respectively.
In April 2006, the Company acquired BAE Aerostructures
headquartered in Prestwick, Scotland. The functional currency of
BAE Aerostructures is the British pound sterling with
approximately 83% of revenues from contracts denominated in
British pounds and 75% of purchases denominated in British
pounds. To reduce the risks associated with the changes in
exchange rates on sales and purchases denominated in other
currencies, the Company enters into foreign currency exchange
contracts. In accordance with SFAS No. 133,
Accounting for Derivative Instruments and Hedging
Activities, the foreign currency exchange contracts are
being accounted for as cash flow hedges. As of December 31,
2007 the Company determined that some of the forward contracts
were ineffective, resulting in a positive impact to current
earnings of less than $0.1. The fair value of the forward
contracts was a net asset of $7.7 as of December 31, 2007
and $12.4 as of December 31, 2006, which was recorded to
Other Comprehensive Income, net of tax.
The Company, as of December 31, 2007 and December 31,
2006, did not hold any derivative instruments for trading
purposes. The only derivatives that the Company transacts are
interest rate swaps related to its variable interest rate on
debt and foreign currency exchange contracts related to
U.S. dollar receipts and purchases in its foreign
subsidiary, Spirit Europe. On the date a derivative contract is
entered into, the Company designates the derivative as a hedge
of the variability of cash flows to be received or paid related
to the debt or foreign exchange contract, as an asset or
liability (cash flow hedge). For such hedges, the Company
formally documents the hedging relationship and its
risk-management objective and strategy for undertaking the
hedge, the hedging instruments, the item, the nature of the risk
being hedged, how the hedging instruments effectiveness in
offsetting the hedged risk will be assessed, and a description
of the method of measuring ineffectiveness. This process
includes linking such derivatives that are designated as
cash-flow hedges specific to debt liabilities on the balance
sheet. The Company also formally assesses, both at the
hedges inception and on an ongoing basis, whether the
derivatives that are used in hedging transactions are highly
effective in offsetting changes in cash flows of hedged items.
Changes in the fair value of a derivative that is highly
effective and that is designated and qualifies as a cash-flow
hedge is recorded in Other Comprehensive Income, net of tax, to
the extent that the derivative is effective as a hedge, until
earnings are affected by the variability in cash flows of the
designated hedged item. The ineffective portion of the change in
fair value of a derivative instrument that qualifies as a
cash-flow hedge is reported in the results of operations.
Spirit discontinues hedge accounting prospectively when it is
determined that the derivative is no longer effective in
offsetting changes in the cash flows of the hedged item; the
derivative expires or is sold, terminated or exercised; the
derivative is no longer designated as a hedging instrument
because it is unlikely that a forecasted transaction will occur;
or management determines that designation of the derivative as a
hedging instrument is no longer appropriate.
When hedge accounting is discontinued because it is probable
that a forecasted transaction will not occur, the Company
continues to carry the derivative on the balance sheet at its
fair value with subsequent changes in fair value included in
earnings, and gains and losses that were accumulated in Other
Comprehensive Income are recognized immediately in earnings. In
all other situations in which hedge accounting is discontinued,
the Company continues to carry the derivative at its fair value
on the balance sheet and recognizes any subsequent changes in
its fair value in earnings.
92
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Changes in the fair value of interest rate swaps designated as
hedging instruments that effectively offset the variability of
cash flows associated with variable-rate long-term debt
obligations are reported in Accumulated Other Comprehensive
Income, net of tax. Similarly, the changes in fair value of the
foreign currency exchange contracts designated as cash-flow
hedges are also reported in Accumulated Other Comprehensive
Income, net of tax. These amounts related to interest rate swaps
subsequently are reclassified into interest expense as a yield
adjustment of the hedged interest payments in the same period in
which the related interest affects earnings. Reclassification of
the amounts related to the foreign currency exchange contracts
are recorded to revenues in the same period in which the
contract is settled. If the Company receives funds from the
interest rate swaps, the amount received is classified as
interest expense.
To the extent that derivatives do not qualify for hedge
accounting treatment, the derivatives are marked to
market with the changes in fair market value of the
instruments reported in the results of operations for the
current period.
Credit
Agreement
In connection with the Boeing Acquisition as described in
Note 2, Spirit executed an $875.0 credit agreement that
consisted of a $700.0 senior secured term loan used to fund the
acquisition and pay all related fees and expenses associated
with the acquisition and the credit agreement, and a $175.0
senior secured revolving credit facility. On November 27,
2006, the credit agreement was amended to, among other things,
increase the revolving credit facility to $400.0. Commitment
fees associated with the revolver total 50 basis points on
the undrawn amount and 225 basis points on letters of
credit. As of December 31, 2007, the Company has no
outstanding loans under the revolving credit facility. The
entire asset classes of the Company, including inventory and
property, plant, and equipment, are pledged as collateral for
both the term loan and the revolving credit facility.
Prior to the November 27, 2006 amendment of the credit
agreement, the senior secured term loan required quarterly
principal installments of $1.8 beginning in September 2005
through December 2010, with the balance due in four equal
quarterly installments of $165.4 in 2011. As part of the
November 27, 2006 amendment, the quarterly principal
payments on the senior secured term loan were reduced to $1.5
starting December 31, 2006 and continuing through September
2012, with the balance due in four equal quarterly payments of
$138.9 starting December 2012 through September 2013. There are
provisions in the agreement that require mandatory prepayments
to be made with specified percentages of net cash proceeds
received by Spirit and its subsidiaries from the sale of certain
assets or the incurrence of additional debt not otherwise
permitted under the credit agreement and certain insurance and
indemnity payments. Per the agreement, as in effect prior to the
November 27, 2006 amendment, the Company made a principal
payment of $100.0 on the senior debt on November 27, 2006,
using proceeds from the public offering of Spirit AeroSystems
Holdings, Inc. stock. In addition, Spirit is required to prepay
the loans annually with a percentage of its excess cash flow (as
calculated in accordance with the credit agreement) if the
Companys debt leverage ratio is greater than 2.5x. As of
December 31, 2007 no additional payment is anticipated. The
amended secured term loan matures September 2013 and the
revolving facility matures June 2010. As of December 31,
2007 and December 31, 2006, the outstanding balance of the
term loan was $583.8 and $589.8, respectively. No amounts were
outstanding under the revolving credit facility at either
December 31, 2007 or December 31, 2006.
Prior to the November 27, 2006 amendment of the credit
agreement, the borrowings under the term loan bore interest
based on LIBOR plus an interest rate margin of 2.35% or a base
rate plus an interest rate margin of 1.35%, which in either
case, included 0.1% payable to an affiliate of Onex. With the
amendment dated November 27, 2006, the interest rate margin
was reduced to 1.75% for term loans bearing interest based on
LIBOR, and 0.75% for term loans bearing interest based on the
base rate, and the 0.1% payable to the affiliate of Onex was
eliminated, (interest rates at December 31, 2007 and
December 31, 2006 were 6.90% and 7.11%, respectively),
payable quarterly. In connection with the term loan, Spirit
entered into interest rate swap agreements to fix the interest
rate on $500.0 of
93
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
the term loan, as described in Note 8. The borrowings under
the revolving facility bear interest based on LIBOR or a base
rate plus an interest rate margin of up to 2.75%, and 1.75%,
respectively, payable at maturity or quarterly, whichever comes
first.
The amended credit agreement contains customary affirmative and
negative covenants, including restrictions on indebtedness,
liens, type of business, acquisitions, investments, sales or
transfers of assets, payments of dividends, transactions with
affiliates, change in control and other matters customarily
restricted in such agreements. This agreement also contains a
financial covenant, consisting of a maximum total leverage ratio
that decreases over time, currently at 3.5x in 2008, 3.0x in
2009, 2.5x in 2010, and 2.25x in 2011 through 2013. The credit
agreement contained a minimum interest coverage ratio that was
removed as part of the November 27, 2006 amendment,
together with the limitation on annual capital expenditures that
existed prior to the amendment. The leverage ratio compares the
balance of total senior credit facility debt to an adjusted
EBITDA, which is the amount of income (loss) from operations
before depreciation and amortization expenses and other
specifically identified exclusions. The leverage ratio is
calculated each quarter in accordance with the credit agreement.
Failure to meet this financial covenant would be an event of
default under the senior secured credit facility. The Company
remained in compliance with such covenant as of and during the
fiscal periods ending December 31, 2007 and
December 31, 2006.
Total debt shown on the balance sheet is comprised of the
following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Senior secured debt
|
|
$
|
583.8
|
|
|
$
|
589.8
|
|
Present value of capital lease obligations
|
|
|
11.2
|
|
|
|
28.4
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
595.0
|
|
|
$
|
618.2
|
|
|
|
|
|
|
|
|
|
|
Principal
Repayments
The annual minimum repayment requirements for the next five
years on senior secured debt are as follows:
|
|
|
|
|
|
|
As of
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2008
|
|
$
|
5.9
|
|
2009
|
|
$
|
5.9
|
|
2010
|
|
$
|
5.9
|
|
2011
|
|
$
|
5.9
|
|
2012
|
|
$
|
143.4
|
|
Thereafter
|
|
$
|
416.8
|
|
|
|
10.
|
Pension
and Other Post-Retirement Benefits
|
Multi-Employer
Pension Plan
In connection with the collective bargaining agreement signed
with the International Association of Machinists and Aerospace
Workers (IAM), the Company contributes to a multi-employer
defined benefit pension plan (IAM National Pension Fund). The
level of contribution, as specified in the bargaining agreement,
is fixed over the next five years at $1.35 per hour of employee
service. The collective bargaining agreement with the IAM,
United Automobile, Aerospace & Agricultural Implement
Workers of America (UAW), specifies that the Company will
contribute $1.20 per hour to a multi-employer defined benefit
pension plan (IAM National Pension Fund) beginning
94
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
in 2006. The UAW bargaining agreement provides for a $0.05
increase per hour in the contribution rate beginning in 2008,
and an additional $0.05 increase per hour beginning in 2010.
The Company made contributions of $17.9 and $15.8 to the IAM
National Pension Fund on behalf of IAM and UAW members for the
twelve months ended December 31, 2007 and December 31,
2006, respectively.
The collective bargaining agreements provided for an additional
contribution by the Company of $0.30 per hour of employee
service starting in 2005 to an IAM pension escrow account. In
2005, Spirit contributed $1.0. As a result of action taken by
the Board of Trustees of the IAM National Pension Fund in
January 2006, the IAM National Pension Fund no longer requires
Spirits contribution and amounts contributed in 2005 were
returned to the Company on May 10, 2006.
Defined
Contribution Plans
The Company contributes to a defined contribution plan available
to all employees, excluding IAM and UAW represented employees.
Under the plan, the Company can make a matching contribution of
75% of the employee contribution to a maximum 8% of eligible
individual employee compensation. In addition, non-matching
contributions based on an employees age and service are
paid at the end of each calendar year for certain employee
groups.
The Company recorded $31.5 and $31.0 in contributions to these
plans for the twelve months ended December 31, 2007 and
December 31, 2006, respectively.
On April 1, 2006, as part of the acquisition of BAE
Aerostructures, the Company established a defined contribution
pension plan for those employees who are hired after the date of
acquisition. Under the plan, the Company contributes 8% of basic
salary while participating employees are required to contribute
4% of basic salary. The Company recorded $0.2 in contributions
to this plan for the period April 1, 2006 through
December 31, 2006 and $0.2 in contributions for the period
ending December 31, 2007.
Defined
Benefit Pension Plans
Effective June 17, 2005, pension assets and liabilities
were spun-off from three Boeing qualified plans into four
qualified Spirit AeroSystems plans for each Spirit AeroSystems
employee who did not retire from Boeing by August 1, 2005.
Effective December 31, 2005, all four qualified plans were
merged together. In addition, Spirit AeroSystems has one
nonqualified plan providing supplemental benefits to executives
(SERP) who transferred from a Boeing nonqualified plan to a
Spirit AeroSystems plan and elected to keep their benefits in
this plan. Both plans are frozen as of the date of acquisition
(i.e., no future service benefits are being earned in these
plans). We intend to fund our qualified pension plan through a
trust. Pension assets are placed in trust solely for the benefit
of the pension plans participants, and are structured to
maintain liquidity that is sufficient to pay benefit obligations.
On May 30, 2006, the Companys defined benefit pension
trust received $60.7 from Boeings defined benefit pension
trust, representing the final transfer of pension assets in
accordance with the acquisition agreement. This transfer, which
was based on final actuarial and other valuation data completed
in 2006, exceeded the original estimate calculated in 2005,
which was based on preliminary actuarial and other valuation
data. As a result, adjustments were recorded in June 2006 to
eliminate the defined benefit pension plan liability, record a
prepaid pension asset, and adjust the book value of property,
plant and equipment and intangible assets as of June 17,
2005. As a result of these adjustments, a cumulative
catch-up
adjustment was recorded in June 2006 to reflect higher pension
income and lower depreciation and amortization expense.
On April 1, 2006, as part of the acquisition of BAE
Aerostructures, the Company established a defined benefit
pension plan for those employees that had pension benefits
remaining in BAE Systems pension plan. The plan is not
open to new participants. The liability to the Company
represents the cost of providing benefits in line with
95
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
salary increases to the extent that future salary increases
exceed the inflation adjustments applied to the benefits within
the BAE Systems plan. BAE Systems will provide increases to past
service benefits in line with inflation, subject to a maximum of
5% per annum compounded, and the Companys plan is
responsible for funding the difference between the BAE Systems
increases and actual salary increases. In addition, this plan
provides future service benefit accruals for covered employees.
The amount included for this pension plan within other
liabilities on the Companys balance sheet is $8.6 at
December 31, 2007 and $19.9 at December 31, 2006. The
pension adjustment to accumulated other comprehensive income
(AOCI) for the fiscal year ended December 31, 2007 is
$91.7, or $54.5, net of tax.
Other
Post-Retirement Benefit Plans
We also have post-retirement health care coverage for eligible
U.S. retirees and qualifying dependents prior to
age 65. Eligibility for employer-provided benefits is
limited to those employees who were employed at the date of
acquisition (Spirit) and retire on or after attainment of
age 62 and 10 years of service. Employees who do not
satisfy these eligibility requirements can retire with
post-retirement medical benefits at age 55 and
10 years of service, but they must pay the full cost of
medical benefits provided.
The Company recorded $2.9 and $3.6 in expense associated with
its other post-retirement plans for the fiscal years ended
December 31, 2007 and December 31, 2006, respectively.
The adjustment to AOCI for post-retirement benefits for the
fiscal year ended December 31, 2007, is $2.5, or $1.5 net
of tax.
Changes
Required by FAS 158
During 2006, the FASB issued Statement 158 (FAS 158). In
accordance with this new statement, we have reflected the
year-end funded status for each defined benefit and other
post-retirement benefit plan on the companys balance
sheet. As of December 31, 2007, we recorded an asset of
$318.7 for our qualified pension plan, a liability of $0.7 for
our nonqualified pension plan and a liability of $33.6 for our
post-retirement medical plan. For the U.K. plan, we recorded a
liability of $8.7 as of December 31, 2007. FAS 158 did
not change net income nor comprehensive income for the fiscal
year ending December 31, 2006, but it did require a
one-time adjustment to AOCI in shareholders equity of
$69.2 (total for U.S. and U.K. plans, before tax effect).
The adjustments to AOCI were comprised of $64.7 of pension, or
$40.0 net of tax, and $4.5 of post-retirement benefits, or
$2.8 net of tax.
FAS 158 also requires that we change our measurement date
from November 30 to the fiscal year-end (i.e., December
31) by year-end 2008. In the year that we make this change,
it will result in a separate adjustment to retained earnings to
reflect one additional month of expense and a separate
adjustment in AOCI to reflect changes in plan assets and benefit
obligations between November 30 and December 31. We intend
to make this change in the 2008 fiscal year for all plans in the
U.S. Our Europe plans currently use a December 31
measurement date.
96
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Obligations
and Funded Status
The following tables reconcile the funded status of both pension
and post-retirement medical benefits to the balance on the
Consolidated Statements of Financial Position for the fiscal
years 2007 and 2006. Benefit obligation balances presented in
the table reflect the projected benefit obligation (PBO) and
accumulated benefit obligation (ABO) for our pension plans, and
accumulated post-retirement benefit obligations (APBO) for our
post-retirement medical plan. We use a measurement date of
November 30 for our U.S. pension and post-retirement
medical plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
Pension Benefits
|
|
|
Post-Retirement Benefits
|
|
|
|
Periods Ended December 31,
|
|
|
Periods Ended December 31,
|
|
U.S. Plans
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
$
|
613.3
|
|
|
$
|
543.1
|
|
|
$
|
33.1
|
|
|
$
|
31.2
|
|
Acquisitions
|
|
|
|
|
|
|
12.3
|
|
|
|
|
|
|
|
0.3
|
|
Service Cost
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
|
|
1.8
|
|
Interest Cost
|
|
|
35.3
|
|
|
|
33.3
|
|
|
|
1.7
|
|
|
|
1.8
|
|
Amendments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial (gains) and losses
|
|
|
(88.0
|
)
|
|
|
25.7
|
|
|
|
(2.8
|
)
|
|
|
(2.0
|
)
|
Benefits paid
|
|
|
(0.9
|
)
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at the end of the period
|
|
$
|
559.7
|
|
|
$
|
613.3
|
|
|
$
|
33.6
|
|
|
$
|
33.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
6.60
|
%
|
|
|
5.75
|
%
|
|
|
6.40
|
%
|
|
|
5.60
|
%
|
Rate of compensation increase
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Medical Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trend assumed for the year
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
10.00
|
%
|
|
|
9.00
|
%
|
Ultimate trend rate
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
5.00
|
%
|
|
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
2013
|
|
|
|
2011
|
|
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
$
|
819.9
|
|
|
$
|
549.4
|
|
|
$
|
|
|
|
$
|
|
|
Acquisitions
|
|
|
|
|
|
|
177.5
|
|
|
|
|
|
|
|
|
|
Actual return on assets
|
|
|
60.9
|
|
|
|
95.0
|
|
|
|
|
|
|
|
|
|
Benefits paid
|
|
|
(0.9
|
)
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
Expenses paid
|
|
|
(2.2
|
)
|
|
|
(0.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance
|
|
$
|
877.7
|
|
|
$
|
819.9
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of funded status to net amounts recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status (deficit)
|
|
$
|
318.0
|
|
|
$
|
206.6
|
|
|
$
|
(33.6
|
)
|
|
$
|
(33.1
|
)
|
Employer contributions between measurement date and fiscal
year-end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amounts recognized
|
|
$
|
318.0
|
|
|
$
|
206.6
|
|
|
$
|
(33.6
|
)
|
|
$
|
(33.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent assets
|
|
$
|
318.7
|
|
|
$
|
207.3
|
|
|
$
|
|
|
|
$
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent liabilities
|
|
|
(0.7
|
)
|
|
|
(0.7
|
)
|
|
|
(33.6
|
)
|
|
|
(33.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amounts recognized
|
|
$
|
318.0
|
|
|
$
|
206.6
|
|
|
$
|
(33.6
|
)
|
|
$
|
(33.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts not yet reflected in net periodic benefit cost and
included in AOCI (FAS 158):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost credit
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Accumulated gain (loss)
|
|
|
144.5
|
|
|
|
65.4
|
|
|
|
7.0
|
|
|
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (AOCI)
|
|
$
|
144.5
|
|
|
$
|
65.4
|
|
|
$
|
7.0
|
|
|
$
|
4.5
|
|
Cumulative employer contributions in excess of net periodic
benefit cost
|
|
|
173.5
|
|
|
|
141.2
|
|
|
|
(40.6
|
)
|
|
|
(37.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized in statement of financial position
|
|
|
318.0
|
|
|
|
206.6
|
|
|
|
(33.6
|
)
|
|
|
(33.1
|
)
|
AOCI before FAS 158
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Change in AOCI due to FAS 158
|
|
|
N/A
|
|
|
|
65.4
|
|
|
|
N/A
|
|
|
|
4.5
|
|
Information for pension plans with benefit obligations in
excess of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation/APBO
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
$
|
33.6
|
|
|
$
|
33.1
|
|
Accumulated benefit obligation
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
Fair value assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
Periods Ended December 31,
|
|
U.K. Plans
|
|
2007
|
|
|
2006
|
|
|
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
$
|
28.5
|
|
|
$
|
|
|
Acquisitions
|
|
|
|
|
|
|
19.1
|
|
Service Cost
|
|
|
7.9
|
|
|
|
5.2
|
|
Interest Cost
|
|
|
1.4
|
|
|
|
0.8
|
|
Employee contributions
|
|
|
0.1
|
|
|
|
0.1
|
|
Amendments
|
|
|
|
|
|
|
|
|
Actuarial (gains) and losses
|
|
|
(9.0
|
)
|
|
|
|
|
Settlements
|
|
|
|
|
|
|
|
|
Benefits paid
|
|
|
(0.1
|
)
|
|
|
|
|
Rebates from U.K. Government
|
|
|
0.4
|
|
|
|
0.6
|
|
Exchange rate changes
|
|
|
0.4
|
|
|
|
2.7
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at the end of the period
|
|
$
|
29.6
|
|
|
$
|
28.5
|
|
|
|
|
|
|
|
|
|
|
Assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
5.40
|
%
|
|
|
5.00
|
%
|
Rate of compensation increase
|
|
|
4.00
|
%
|
|
|
4.00
|
%
|
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
$
|
8.6
|
|
|
$
|
|
|
Acquisitions
|
|
|
|
|
|
|
|
|
Actual return on assets
|
|
|
0.2
|
|
|
|
0.1
|
|
Company contributions
|
|
|
12.1
|
|
|
|
8.0
|
|
Employee contributions
|
|
|
0.1
|
|
|
|
0.1
|
|
Settlement/curtailment
|
|
|
|
|
|
|
|
|
Benefits paid
|
|
|
(0.1
|
)
|
|
|
|
|
Expenses paid
|
|
|
|
|
|
|
|
|
Exchange rate changes
|
|
|
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
Ending Balance
|
|
$
|
20.9
|
|
|
$
|
8.6
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of funded status to net amounts recognized:
|
|
|
|
|
|
|
|
|
Funded status (deficit)
|
|
$
|
(8.7
|
)
|
|
$
|
(19.9
|
)
|
Employer contributions between measurement date and fiscal
year-end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amounts recognized
|
|
$
|
(8.7
|
)
|
|
$
|
(19.9
|
)
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the balance sheet:
|
|
|
|
|
|
|
|
|
Noncurrent assets
|
|
$
|
|
|
|
$
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Noncurrent liabilities
|
|
|
(8.7
|
)
|
|
|
(19.9
|
)
|
|
|
|
|
|
|
|
|
|
Net amounts recognized
|
|
$
|
(8.7
|
)
|
|
$
|
(19.9
|
)
|
|
|
|
|
|
|
|
|
|
Amounts not yet reflected in net periodic benefit cost and
included in AOCI (FAS 158):
|
|
|
|
|
|
|
|
|
Prior service (cost) credit
|
|
$
|
|
|
|
$
|
|
|
Accumulated gain (loss)
|
|
|
7.2
|
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (AOCI)
|
|
|
7.2
|
|
|
|
(0.7
|
)
|
Prepaid (unfunded accrued) pension cost
|
|
|
(15.9
|
)
|
|
|
(19.2
|
)
|
|
|
|
|
|
|
|
|
|
Net amount recognized in statement of financial position
|
|
|
(8.7
|
)
|
|
|
(19.9
|
)
|
|
|
|
|
|
|
|
|
|
98
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
The components of pension and other post-retirement benefit
plans expense for the U.S. plans and the assumptions used
to determine benefit obligations for 2005, 2006, and 2007 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-Retirement
|
|
|
|
Pension Benefits
|
|
|
Benefits
|
|
|
|
Periods Ended
|
|
|
Periods Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
U.S. Plans
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Components of net periodic benefit cost (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Cost
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1.5
|
|
|
$
|
1.8
|
|
|
$
|
1.0
|
|
Interest Cost
|
|
|
35.3
|
|
|
|
33.3
|
|
|
|
17.4
|
|
|
|
1.7
|
|
|
|
1.8
|
|
|
|
0.9
|
|
Expected return on plan assets
|
|
|
(67.5
|
)
|
|
|
(67.2
|
)
|
|
|
(23.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of net (gain) loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
Amortization of prior service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost (income)
|
|
$
|
(32.2
|
)
|
|
$
|
(33.9
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
2.9
|
|
|
$
|
3.6
|
|
|
$
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other changes recognized in OCI:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in OCI
|
|
$
|
(79.2
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(2.4
|
)
|
|
$
|
|
|
|
$
|
|
|
Total recognized in net periodic benefit cost and OCI
|
|
$
|
(111.4
|
)
|
|
$
|
(33.9
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
0.5
|
|
|
$
|
3.6
|
|
|
$
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions Used to Determine Net Periodic Benefit Costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
5.75
|
%
|
|
|
6.00
|
%
|
|
|
5.50
|
%
|
|
|
5.60
|
%
|
|
|
5.75
|
%
|
|
|
5.25
|
%
|
Expected return on plan assets
|
|
|
8.25
|
%
|
|
|
8.25
|
%
|
|
|
8.25
|
%
|
|
|
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
|
|
|
|
9.00
|
%
|
|
|
10.00
|
%
|
|
|
11.00
|
%
|
Ultimate trend rate
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
5.00
|
%
|
|
|
5.00
|
%
|
|
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
2011
|
|
|
|
2011
|
|
|
|
2011
|
|
99
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
The components of the pension benefit plan expense for the U.K.
plans and the assumptions used to determine benefit obligations
for 2006 and 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
Periods Ended December 31,
|
|
U.K. Plans
|
|
2007
|
|
|
2006
|
|
|
Components of net periodic benefit cost (income):
|
|
|
|
|
|
|
|
|
Service Cost
|
|
$
|
8.0
|
|
|
$
|
5.2
|
|
Interest Cost
|
|
|
1.5
|
|
|
|
0.8
|
|
Expected return on plan assets
|
|
|
(0.8
|
)
|
|
|
(0.2
|
)
|
Amortization of net (gain) loss
|
|
|
|
|
|
|
|
|
Amortization of prior service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost (income)
|
|
$
|
8.7
|
|
|
$
|
5.8
|
|
|
|
|
|
|
|
|
|
|
Other changes recognized in OCI :
|
|
|
|
|
|
|
|
|
Total recognized in OCI
|
|
$
|
(8.0
|
)
|
|
$
|
|
|
Total recognized in net periodic benefit cost and OCI
|
|
|
0.7
|
|
|
|
5.8
|
|
|
|
|
|
|
|
|
|
|
Assumptions Used to Determine Net Periodic Benefit Costs:
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
5.00
|
%
|
|
|
5.00
|
%
|
Expected return on plan assets
|
|
|
5.83
|
%
|
|
|
5.00
|
%
|
Salary increases
|
|
|
4.00
|
%
|
|
|
4.00
|
%
|
The estimated net (gain) loss that will be amortized from
accumulated other comprehensive income into net periodic benefit
cost over the next fiscal year is $(6.9).
The Company sets the discount rate assumption annually for each
of its retirement-related benefit plans as of the measurement
date, based on a review of projected cash flow and a long-term
high-quality corporate bond yield curve. The discount rate
determined on each measurement date is used to calculate the
benefit obligation as of that date, and is also used to
calculate the net periodic benefit (income)/cost for the
upcoming plan year.
The pension expected return on assets assumption is derived from
the long-term expected returns based on the investment
allocation by class specified in Spirits investment
policy. The expected return on plan assets determined on each
measurement date is used to calculate the net periodic benefit
(income)/cost of the upcoming plan year.
Assumed health care cost trend rates have a significant effect
on the amounts reported for the health care plans. To determine
the health care cost trend rates the Company considers national
health trends and adjusts for its specific plan design and
locations.
A one-percentage point increase in the initial through ultimate
assumed health care trend rates would have increased the
Accumulated Post-retirement Benefit Obligation by $4.3 at
November 30, 2007 and the aggregate service and interest
cost components of non-pension post-retirement benefit expense
for 2007 by $0.4. A one-percentage point decrease would have
decreased the obligation by $3.8 and the aggregate service and
interest cost components of non-pension post-retirement benefit
expense for 2007 by $0.4.
100
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
U.S.
Plans
The Companys investment objective is to achieve long-term
growth of capital, with exposure to risk set at an appropriate
level. This objective shall be accomplished through the
utilization of a diversified asset mix consisting of equities
(domestic and international) and taxable fixed income
securities. The allowable asset allocation range is:
|
|
|
Equities
|
|
40% - 80%
|
Fixed Income
|
|
20% - 60%
|
Real Estate
|
|
0% - 7%
|
Investment guidelines include that no security, except issues of
the U.S. Government, shall comprise more than 5% of total
Plan assets and further, no individual portfolio shall hold more
than 7% of its assets in the securities of any single entity,
except issues of the U.S. Government. The following
derivative transactions are prohibited leverage,
unrelated speculation and exotic collateralized
mortgage obligations or CMOs. Investments in hedge funds,
private placements, oil and gas and venture capital must be
specifically approved by the Company in advance of their
purchase.
The Companys plans have asset allocations for the U.S., as
of November 30, 2007 and November 30, 2006, as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Asset Category U.S.
|
|
|
|
|
|
|
|
|
Equity securities U.S.
|
|
|
45
|
%
|
|
|
50
|
%
|
Equity securities International
|
|
|
9
|
%
|
|
|
13
|
%
|
Debt securities
|
|
|
40
|
%
|
|
|
29
|
%
|
Real estate
|
|
|
6
|
%
|
|
|
5
|
%
|
Other
|
|
|
|
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
U.K.
Plans
The Trustees investment objective is to ensure that they
can meet their obligation to the beneficiaries of the Plan. An
additional objective is, to achieve a return on the total Plan
which is compatible with the level of risk considered
appropriate. The overall benchmark allocation of the Plans
assets is:
The Companys plans have asset allocations for the U.K., as
of December 31, 2007 and December 31, 2006, as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Asset Category U.K.
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
47
|
%
|
|
|
44
|
%
|
Debt securities
|
|
|
47
|
%
|
|
|
56
|
%
|
Real estate
|
|
|
|
|
|
|
|
|
Other
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
101
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Required pension contributions under Employee Retirement Income
Security Act (ERISA) regulations are expected to be $0.0 in 2008
and discretionary contributions are not expected in 2008. SERP
and post-retirement medical plan contributions in 2008 are not
expected to exceed $0.1. Expected contributions to the U.K. plan
for 2008 are $12.6.
We monitor our defined benefit pension plan asset investments on
a quarterly basis and we believe that we are not exposed to any
significant credit risk in these investments.
The total benefits expected to be paid over the next ten years
from the plans assets or the assets of the Company, by
country, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Post-Retirement
|
|
U.S.
|
|
Pension Plans
|
|
|
Benefit Plans
|
|
|
2008
|
|
$
|
3.2
|
|
|
$
|
0.1
|
|
2009
|
|
$
|
5.1
|
|
|
$
|
0.2
|
|
2010
|
|
$
|
7.5
|
|
|
$
|
0.3
|
|
2011
|
|
$
|
10.3
|
|
|
$
|
0.4
|
|
2012
|
|
$
|
13.5
|
|
|
$
|
0.4
|
|
2013-2017
|
|
$
|
134.4
|
|
|
$
|
23.6
|
|
|
|
|
|
|
U.K.
|
|
Pension Plans
|
|
|
2008
|
|
$
|
0.3
|
|
2009
|
|
$
|
0.5
|
|
2010
|
|
$
|
0.7
|
|
2011
|
|
$
|
1.0
|
|
2012
|
|
$
|
1.4
|
|
2013-2017
|
|
$
|
15.1
|
|
A 3-for-1
stock split occurred on November 16, 2006. This split
affected both classes of Holdings common stock, including
class A common stock and class B common stock. The
post-split par value of our shares remains $0.01 per share. All
common share and per common share amounts in these consolidated
financial statements have been adjusted to reflect the stock
split.
Holdings has authorized 360,000,000 shares of stock. Of
that, 200,000,000 shares are class A common stock, par
value $0.01 per share, one vote per share,
150,000,000 shares are class B common stock, par value
$0.01 per share, ten votes per share, and 10,000,000 shares
are preferred stock, par value $0.01 per share.
In association with the Boeing Acquisition, Spirit executives
with balances in Boeings Supplemental Executive Retirement
Plan (SERP) were authorized to purchase a fixed number of units
of Holdings phantom stock at $3.33 per unit based on
the present value of their SERP balances. Under this
arrangement, 860,244 phantom units were purchased. Any payment
on account of units may be made in cash
and/or
shares of class B common stock at the sole discretion of
Holdings.
Holdings has established various stock compensation plans which
include restricted share grants and stock purchase plans.
Compensation values are based on the value of Holdings
common stock at the grant date. The common stock value is added
to equity and charged to period expense or included in inventory
and cost of sales.
102
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
For the fiscal period ended December 31, 2007, the Company
recognized a total of $34.2 of stock compensation cost, which
was offset by a $1.2 reduction resulting from stock forfeitures.
Of the total $33.0 million of stock compensation in 2007,
$32.6 million was recorded as expense in selling, general
and administrative expense while the remaining $0.4 million
was capitalized in inventory and is recognized through cost of
sales consistent with the accounting methods we follow per
SOP 81-1.
The Company recognized a total of $56.6 and $34.7 of stock
compensation expense for the periods ended December 31,
2006 and December 29, 2005, respectively. The total income
tax benefit recognized in the income statement for share based
compensation arrangements was $12.4, $20.3, and $13.3 for 2007,
2006, and 2005, respectively. The restricted class B common
stock grants that occurred after the Boeing Acquisition were
approximately 640,654 under the Short Term Incentive Plan;
141,941 under the Long Term Incentive Plan; 9,392,652 under the
Executive Incentive Plan; 390,000 under the Director Stock Plan;
and 0 shares under the Union Equity Participation Plan. The
fair value of vested shares was $57.0 and $43.8 at
December 31, 2007 and December 31, 2006, respectively,
based on the value of Holdings common stock on those dates.
Executive
Incentive Plan
Holdings Executive Incentive Plan or EIP is designed to
provide participants with the opportunity to acquire an equity
interest in the Company through direct purchase of
Holdings class B common stock shares at prices
established by the board of directors or through grants of
class B restricted common stock shares with performance
based vesting. The Company has the sole authority to designate
either stock purchases or grants of restricted shares. The total
number of shares authorized under the EIP is 15,000,000 and the
grant terminates at the end of ten years.
Holdings has issued restricted shares as part of the
Companys EIP. The restricted shares have been granted in
groups of four shares. Participants do not have the unrestricted
rights of stockholders until those shares vest. The shares may
vest upon a liquidity event, with the number of shares vested
based upon a participants number of years of service to
the Company, the portion of the investment by Onex and its
affiliates liquidated through the date of the liquidity event
and the return on invested capital by Onex and its affiliates
through the date of the liquidity event. If a specific type of
liquidity event has not occurred by the 10th year, shares
may vest based on a valuation of Holdings. The Companys
initial public offering in November 2006 (the IPO)
and secondary offering in May 2007 were considered liquidity
events under the EIP. Holdings records expenses equal to the
fair value of the award over a five year vesting period. The
fair value of the award is based on the value of each share at
the time of the grant multiplied by the probability of the share
vesting based on historical performance of Onexs
controlled investments. Holdings expensed $26.5, offset by $0.9
expense reduction resulting from stock forfeitures for the year
ended December 31, 2007. Included in this was a
catch-up
adjustment of $7.0 recorded in the second quarter related to the
acceleration of vesting caused by the May 2007 secondary
offering. Holdings expensed a total of $41.1 and $18.6 for the
periods ended December 31, 2006 and December 29, 2005,
respectively. Holdings unamortized stock compensation
related to these restricted shares is $17.7 and $47.7 at
December 31, 2007 and December 31, 2006, respectively,
and will be recognized using a graded vesting basis over five
years. The weighted average remaining period of compensation
cost not yet recognized is 2.6 years. The weighted average
remaining period for the vesting of these shares is
7.6 years. The intrinsic values of the unvested shares at
December 31, 2007 and December 31, 2006 were $85.2 and
$179.4, respectively, based on the value of Holdings stock
and the number of unvested shares.
103
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
The following table summarizes the activity of restricted shares
under the EIP for the periods ended December 29, 2005,
December 31, 2006 and December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value (1)
|
|
|
|
(Thousands)
|
|
|
|
|
|
Executive Incentive Plan
|
|
|
|
|
|
|
|
|
Nonvested at February 7, 2005 (date of inception)
|
|
|
|
|
|
$
|
|
|
Granted during period
|
|
|
8,476
|
|
|
|
90.8
|
|
Vested during period
|
|
|
|
|
|
|
|
|
Forfeited during period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 29, 2005
|
|
|
8,476
|
|
|
|
90.8
|
|
Granted during period
|
|
|
916
|
|
|
|
16.6
|
|
Vested during period
|
|
|
(4,031
|
)
|
|
|
(46.2
|
)
|
Forfeited during period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2006
|
|
|
5,361
|
|
|
|
61.2
|
|
Granted during period
|
|
|
|
|
|
|
|
|
Vested during period
|
|
|
(2,555
|
)
|
|
|
(28.9
|
)
|
Forfeited during period
|
|
|
(337
|
)
|
|
|
(4.3
|
)
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2007
|
|
|
2,469
|
|
|
$
|
28.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Value represents grant date fair value. |
Board
of Directors Stock Awards
This plan provides non-employee directors the opportunity to
receive grants of restricted shares of class B common stock
subject to certain vesting provisions. The maximum aggregate
number of shares that may be granted to participants is
3,000,000 shares.
As part of their overall compensation package, Holdings
restricted class B common stock valued at $5.8 was granted to
members of the Holdings Board of Directors in December
2005 based on the value of Holdings common stock at the
grant date. These shares vest upon the achievement of certain
performance conditions and the occurrence of a liquidity event.
If participants cease to serve as directors within a year of the
grant, the restricted shares are forfeited. In addition, any
remaining restricted shares are forfeited five years after a
participant ceases to serve as a director. All remaining shares
granted to members of Holdings Board of Directors vested
in 2007. Holdings expensed $0.0, $5.6, and $0.2 during the
periods ended December 31, 2007, December 31, 2006,
and December 29, 2005, respectively.
104
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
The following table summarizes stock grants to members of the
Holdings Board of Directors for the periods ended
December 29, 2005, December 31, 2006 and
December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value (1)
|
|
|
|
(Thousands)
|
|
|
|
|
|
Board of Directors Stock Grants
|
|
|
|
|
|
|
|
|
Nonvested at February 7, 2005 (date of inception)
|
|
|
|
|
|
$
|
|
|
Granted during period
|
|
|
390
|
|
|
|
5.8
|
|
Vested during period
|
|
|
|
|
|
|
|
|
Forfeited during period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 29, 2005
|
|
|
390
|
|
|
$
|
5.8
|
|
Granted during period
|
|
|
|
|
|
|
|
|
Vested during period
|
|
|
(167
|
)
|
|
|
(2.5
|
)
|
Forfeited during period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2006
|
|
|
223
|
|
|
$
|
3.3
|
|
Granted during period
|
|
|
|
|
|
|
|
|
Vested during period
|
|
|
(223
|
)
|
|
|
(3.3
|
)
|
Forfeited during period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2007
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Value represents grant date fair value. |
Short
Term Incentive Plan
The Short-Term Incentive Plan enables eligible employees to
receive incentive benefits in the form of restricted
class B stock in Holdings, cash, or both, as determined by
the Board of Directors or its authorized committee. The stock
portion vests one year from the date of grant. Restricted shares
are forfeited if the employees employment terminates prior
to vesting. For 2005, $10.4 was awarded under this plan, $6.6 in
restricted stock (390,393 shares) and $3.8 in cash. The
cash portion was treated as 2005 compensation expense, and $5.8
was expensed in 2006 for the stock portion awarded for the 2005
plan year and granted in 2006. In the first quarter of 2007, we
recognized $0.7 of expense related to the shares granted under
the 2005 plan, which fully vested twelve months from the grant
date. For the 2006 plan year, 250,261 shares with a value
of $7.5 were granted on February 22, 2007 and will vest on
the one-year anniversary of the grant date. The 2006 cash award
of $7.5 was expensed in 2006 and paid in 2007. Holdings expensed
$7.1 for the twelve months ended December 31, 2007 offset
by $0.3 expense reduction resulting from stock forfeitures for
the 2005 and 2006 plan year awards. The intrinsic value of the
unvested shares at December 31, 2007 and December 31,
2006 was $8.0 and $15.6, respectively, based on the value of
Holdings common stock and the number of unvested shares.
105
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
The following table summarizes the activity of the restricted
shares under the Short Term Incentive Plan for the twelve months
ended December 31, 2006 and December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value(1)
|
|
|
|
(Thousands)
|
|
|
|
|
|
Short Term Incentive Plan
|
|
|
|
|
|
|
|
|
Nonvested at December 29, 2005
|
|
|
|
|
|
$
|
|
|
Granted during period
|
|
|
390
|
|
|
|
6.6
|
|
Vested during period
|
|
|
|
|
|
|
|
|
Forfeited during period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2006
|
|
|
390
|
|
|
|
6.6
|
|
Granted during period
|
|
|
250
|
|
|
|
7.5
|
|
Vested during period
|
|
|
(381
|
)
|
|
|
(6.4
|
)
|
Forfeited during period
|
|
|
(27
|
)
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2007
|
|
|
232
|
|
|
$
|
7.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Value represents grant date fair value. |
Long
Term Incentive Plan
The Long Term Incentive Plan is designed to encourage retention
of key employees. In the first quarter of 2006,
74,550 shares valued at $1.2 were granted with a one year
vesting period. Holdings expensed $1.1 for the year ended
December 31, 2006. For the 2007 grant, one-half of the
granted restricted shares of class B common stock vest on
the second anniversary of the grant date, and the other half
vest on the fourth anniversary of the grant date. Restricted
shares are forfeited if the employees employment
terminates prior to vesting. In the first quarter of 2007,
67,391 shares valued at $2.0 were granted. Holdings
expensed $0.6 in the twelve months ended December 31, 2007.
The intrinsic value of the unvested shares at December 31,
2007 was $2.1 based on the value of Holdings common stock
and the number of unvested shares.
The following table summarizes the activity of the restricted
shares under the Long Term Incentive Plan for the periods ended
December 31, 2006 and December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value(1)
|
|
|
|
(Thousands)
|
|
|
|
|
|
Long Term Incentive Plan
|
|
|
|
|
|
|
|
|
Nonvested at December 29, 2005
|
|
|
|
|
|
$
|
|
|
Granted during the period
|
|
|
75
|
|
|
|
1.2
|
|
Vested during period
|
|
|
|
|
|
|
|
|
Forfeited during the period
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2006
|
|
|
75
|
|
|
|
1.2
|
|
Granted during the period
|
|
|
67
|
|
|
|
2.0
|
|
Vested during period
|
|
|
(75
|
)
|
|
|
(1.2
|
)
|
Forfeited during the period
|
|
|
(5
|
)
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2007
|
|
|
62
|
|
|
$
|
1.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Value represents grant date fair value. |
106
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Dividends
on Restricted Share Grants
The Company does not currently have plans to pay dividends in
the foreseeable future. However, any dividends declared by
Holdings Board of Directors with respect to common shares
and with respect to any restricted share grants under any of the
Companys compensation plans will be cumulative and paid to
the participants only at the time and to the extent the
participant acquires an interest in, or vests, in any of the
restricted shares.
Union
Equity Participation Plan
As part of certain collective bargaining agreements, Holdings
had established a Union Equity Participation Plan pursuant to
which it issued shares of its class A common stock for the
benefit of approximately 4,676 employees represented by the
IAM, UAW and IBEW based on benefits determined on the closing
date of the IPO. The number of shares issued equaled 1,034 times
the number of employees eligible to receive stock under the
Union Equity Participation Plan.
The following table summarizes the activity of Union Equity
Participation Plan Stock Appreciation Rights, or SARs, for the
periods ended December 29, 2005, December 31, 2006 and
December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
SARs
|
|
|
Value(1)
|
|
|
|
(Thousands)
|
|
|
|
|
|
Union Equity Participation Plan
|
|
|
|
|
|
|
|
|
Nonvested at February 7, 2005 (date of inception)
|
|
|
|
|
|
$
|
|
|
Granted during period(2)
|
|
|
4,812
|
|
|
|
125.1
|
|
Vested during period
|
|
|
|
|
|
|
|
|
Exercised during period
|
|
|
|
|
|
|
|
|
Forfeited during period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 29, 2005
|
|
|
4,812
|
|
|
|
125.1
|
|
Granted during period
|
|
|
|
|
|
|
|
|
Vested during period(3)
|
|
|
(4,812
|
)
|
|
|
(125.1
|
)
|
Exercised during period
|
|
|
|
|
|
|
|
|
Forfeited during period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2006
|
|
|
|
|
|
|
|
|
Granted during period
|
|
|
|
|
|
|
|
|
Vested during period
|
|
|
|
|
|
|
|
|
Exercised during period
|
|
|
|
|
|
|
|
|
Forfeited during period
|
|
|
|
|
|
|
|
|
Recalled during the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2007
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Value represents the IPO stock value of $26 per share on closing
date of IPO, on November 27, 2006. |
|
(2) |
|
Although the UEP plan began in June 2005, no expenses were
recorded at that time as the IPO which triggered the obligation
had not yet occurred. |
|
(3) |
|
Upon the closing date of the IPO, all rights to receive stock
were considered vested. The share figure represents the
estimated amount of shares that will be issued to eligible
employees on or before March 15, 2007. |
107
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
The following summarizes pretax income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
U.S.
|
|
$
|
403.7
|
|
|
$
|
(73.2
|
)
|
|
$
|
(76.6
|
)
|
International
|
|
|
16.1
|
|
|
|
1.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
419.8
|
|
|
$
|
(71.5
|
)
|
|
$
|
(76.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tax provision contains the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
111.0
|
|
|
$
|
25.3
|
|
|
$
|
16.3
|
|
State
|
|
|
3.3
|
|
|
|
1.1
|
|
|
|
|
|
Foreign
|
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
|
|
|
118.5
|
|
|
|
26.4
|
|
|
|
16.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
22.1
|
|
|
|
(88.8
|
)
|
|
|
(2.3
|
)
|
State
|
|
|
(18.7
|
)
|
|
|
(26.5
|
)
|
|
|
(0.3
|
)
|
Foreign
|
|
|
1.0
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred
|
|
|
4.4
|
|
|
|
(114.7
|
)
|
|
|
(2.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total tax expense (benefit)
|
|
|
122.9
|
|
|
$
|
(88.3
|
)
|
|
$
|
13.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The income tax provision from operations differs from the tax
provision computed at the U.S. federal statutory income tax
rate due to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
2006
|
|
|
|
|
|
2005
|
|
|
|
|
|
Tax at U.S. Federal statutory rate
|
|
$
|
146.9
|
|
|
|
35.0
|
%
|
|
$
|
(25.0
|
)
|
|
|
35.0
|
%
|
|
$
|
(26.8
|
)
|
|
|
35.0
|
%
|
State income taxes, net of Federal benefit
|
|
|
(10.8
|
)
|
|
|
(2.6
|
)
|
|
|
(16.3
|
)
|
|
|
22.8
|
|
|
|
(3.9
|
)
|
|
|
5.1
|
|
Valuation allowance (reversal)
|
|
|
|
|
|
|
|
|
|
|
(40.1
|
)
|
|
|
56.1
|
|
|
|
41.5
|
|
|
|
(54.2
|
)
|
Research and Development Credit
|
|
|
(5.7
|
)
|
|
|
(1.4
|
)
|
|
|
(7.3
|
)
|
|
|
10.2
|
|
|
|
|
|
|
|
|
|
Domestic Production Activities Deduction
|
|
|
(7.3
|
)
|
|
|
(1.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
(0.7
|
)
|
|
|
0.9
|
|
|
|
(0.5
|
)
|
|
|
0.6
|
|
Stock compensation
|
|
|
|
|
|
|
|
|
|
|
1.1
|
|
|
|
(1.5
|
)
|
|
|
3.4
|
|
|
|
(4.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision (benefit) for income taxes
|
|
$
|
122.9
|
|
|
|
29.3
|
%
|
|
$
|
(88.3
|
)
|
|
|
123.5
|
%
|
|
$
|
13.7
|
|
|
|
(17.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Tax effected, significant temporary differences comprising the
net deferred tax asset are as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Long-term contracts
|
|
$
|
96.5
|
|
|
$
|
67.9
|
|
Post-retirement benefits other than pensions
|
|
|
12.8
|
|
|
|
12.7
|
|
Pension and other employee benefit plans
|
|
|
(107.3
|
)
|
|
|
(62.7
|
)
|
Employee compensation accruals
|
|
|
29.0
|
|
|
|
23.3
|
|
Depreciation and amortization
|
|
|
(15.7
|
)
|
|
|
21.5
|
|
Inventory
|
|
|
33.0
|
|
|
|
38.9
|
|
Interest swap contracts
|
|
|
1.3
|
|
|
|
(5.3
|
)
|
State income tax credits
|
|
|
23.4
|
|
|
|
8.1
|
|
Accruals and reserves
|
|
|
4.8
|
|
|
|
|
|
Financial derivatives
|
|
|
(7.5
|
)
|
|
|
|
|
Foreign currency exchange
|
|
|
2.3
|
|
|
|
|
|
Other
|
|
|
1.5
|
|
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
|
74.1
|
|
|
|
107.3
|
|
|
|
|
|
|
|
|
|
|
Deferred tax detail above is included in the consolidated
balance sheet and supplemental information as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Current deferred tax assets
|
|
$
|
67.3
|
|
|
$
|
64.9
|
|
Current deferred tax liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current deferred tax asset
|
|
|
67.3
|
|
|
|
64.9
|
|
|
|
|
|
|
|
|
|
|
Non-current deferred tax assets
|
|
|
30.5
|
|
|
|
117.8
|
|
Non-current deferred tax liabilities
|
|
|
(23.7
|
)
|
|
|
(75.4
|
)
|
|
|
|
|
|
|
|
|
|
Net non-current deferred tax asset
|
|
$
|
6.8
|
|
|
$
|
42.4
|
|
|
|
|
|
|
|
|
|
|
As required under SFAS 123R, $34.0 was recorded to
Additional Paid in Capital, representing the tax effect
associated with the net excess tax pool created during 2007 due
to share awards paid with a fair market value in excess of the
book accruals for those awards.
In accordance with APB 23, Accounting for Income
Taxes-Special Areas and SFAS 109, management has
maintained a permanent reinvestment strategy as it relates to
the Companys foreign operations. As such, deferred taxes
have not been provided on unremitted earnings for our U.K.,
Germany, and Singapore subsidiaries. These unremitted earnings
have an immaterial impact, if any, on the financial statements.
We adopted FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, on January 1, 2007. This did
not result in any change to the liability for unrecognized tax
benefits.
109
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
The beginning and ending unrecognized tax benefits
reconciliation is as follows:
|
|
|
|
|
Balance, January 1, 2007
|
|
$
|
21.6
|
|
Additions based upon tax positions related to the current year
|
|
|
0.5
|
|
Changes for tax positions of prior years
|
|
|
4.6
|
|
Settlements
|
|
|
|
|
Lapse of statute of limitations
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2007
|
|
$
|
26.7
|
|
|
|
|
|
|
Included in the amounts above were $1.0 at December 31,
2007 and $0.7 at January 1, 2007 in tax effected
unrecognized tax benefits which, if ultimately recognized, will
reduce the Companys annual effective tax rate. We are not
currently under examination in any tax jurisdiction. We
reasonably expect no material change related to our current
positions in our recorded unrecognized tax benefit liability in
the next 12 months. There is no schedule detailing the cash
impact associated with the income tax liability for uncertain
tax positions due to the uncertainty involving when this
liability will reverse.
We recognize interest related to unrecognized tax benefits in
interest expense while penalties are recognized in operating
expenses for all periods presented. We have accrued
approximately $1.6 at December 31, 2007 and $0.5 at
January 1, 2007 to pay such interest and penalties.
Included in the deferred tax assets at December 31, 2007
are $25.4 in Kansas High Performance Incentive Program
(HPIP) Credits, $9.3 in Kansas Research &
Development Credit (R&D), and $1.3 in Kansas
Business and Jobs Development Credit totaling $36.0 million
in state income tax credit carryforwards. The HPIP Credit
provides a 10% investment tax credit for qualified business
facilities located in Kansas. The credit begins to expire in
2016. The R&D Credit provides a credit for qualified
research and development expenditures conducted within Kansas.
This credit can be carried forward indefinitely. The Business
and Jobs Development Credit provides a tax credit for increased
employment in Kansas for which $0.6 expires in 2017 and the
remainder expires in 2018. Management is confident that all
state income tax credits carried forward will be utilized before
they expire.
|
|
14.
|
Earnings
(Loss) per Share Calculation
|
Basic earnings (loss) per share represents the income (loss)
available to common shareholders divided by the weighted average
number of common shares outstanding during the measurement
period. Diluted earnings per share represents the income
available to common shareholders divided by the weighted average
number of common shares outstanding during the measurement
period while also giving effect to all potentially dilutive
common shares that were outstanding during the period. Holdings
incurred a net loss for the period February 7, 2005 through
December 29, 2005 therefore, all of Holdings
8,866,464 non-vested restricted stock awards granted under the
Executive Incentive Plan and Director Stock Plan, as well as the
contingent stock appreciation rights under the Union Equity
Participation Plan, at December 29, 2005, were excluded
from the computation of diluted loss per share as they were
deemed to be antidilutive.
Subject to preferences that may apply to shares of preferred
stock outstanding at the time, holders of our outstanding common
stock are entitled to any dividend declared by the board of
directors out of funds legally available for this purpose. No
dividend may be declared on the class A or class B
common stock unless at the same time an equal dividend is paid
on every share of class A and class B common stock.
Dividends paid in shares of our common stock must be paid, with
respect to a particular class of common stock, in shares of that
class. We do not intend to pay cash dividends on our common
stock. In addition, the terms of our current financing
agreements preclude us from paying any cash dividends on our
common stock.
110
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
The following table sets forth the computation of basic and
diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
For the Year Ended
|
|
|
Period from February 7, 2005
|
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
(Date of Inception) through December 29, 2005
|
|
|
|
|
|
|
|
|
|
Per Share
|
|
|
|
|
|
|
|
|
Per Share
|
|
|
|
|
|
|
|
|
Per Share
|
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
Basic EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common shareholders
|
|
$
|
296.9
|
|
|
|
134.5
|
|
|
$
|
2.21
|
|
|
$
|
16.8
|
|
|
|
115.6
|
|
|
$
|
0.15
|
|
|
$
|
(90.3
|
)
|
|
|
113.5
|
|
|
$
|
(0.80
|
)
|
Diluted potential common shares
|
|
|
|
|
|
|
4.8
|
|
|
|
|
|
|
|
|
|
|
|
6.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common shareholders + assumed vesting
|
|
$
|
296.9
|
|
|
|
139.3
|
|
|
$
|
2.13
|
|
|
$
|
16.8
|
|
|
|
122.0
|
|
|
$
|
0.14
|
|
|
$
|
(90.3
|
)
|
|
|
113.5
|
|
|
$
|
(0.80
|
)
|
|
|
15.
|
Related
Party Transactions
|
On March 26, 2007, Hawker Beechcraft, Inc., of which Onex
Partners II LP (an affiliate of Onex) owns approximately a
49% interest, acquired Raytheon Aircraft Acquisition Company and
substantially all of the assets of Raytheon Aircraft Services
Limited. Spirits Prestwick facility provides wing
components for the Hawker 800 Series manufactured by Hawker
Beechcraft and generated sales to Hawker Beechcraft of $28.0,
and $16.6 for the periods ended December 31, 2007 and
December 31, 2006, respectively.
A member of the Holdings Board of Directors is also a
member of the Board of Directors of Hawker Beechcraft, Inc.
Since February 2007, an executive of the Company is a member of
the Board of Directors of one of Spirits suppliers,
Precision Castparts Corp. of Portland, Oregon, a manufacturer of
complex metal components and products. For the twelve months
ended December 31, 2007, the Company purchased $27.9 of
products from this supplier.
A member of Holdings Board of Directors is the president
and chief executive officer of Aviall, Inc., the parent company
of one of our customers, Aviall Services, Inc. and a wholly
owned subsidiary of Boeing. On September 18, 2006, Spirit
entered into a distribution agreement with Aviall Services, Inc.
Net revenues under the distribution agreement were $5.2 and $1.2
for the periods ended December 31, 2007 and
December 31, 2006, respectively.
The Company has a $583.8 term loan outstanding at
December 31, 2007. Prior to November 27, 2006, this
loan was with a subsidiary of Onex. Upon consummation of the
IPO, the loan agreement was amended to, among other things,
release the Onex subsidiary from all its obligations under the
loan agreement, including with respect to the term loan, and all
such obligations were assumed by the Company. During the periods
ended December 31, 2006 and December 29, 2005, the
Company paid interest of $69.2 and $23.5 to the Onex subsidiary
on the term loan. No such interest was paid to the Onex
subsidiary in 2007. Management believes the interest charged was
reasonable in relation to the loan provided.
In June 2005, Spirit paid a subsidiary of Onex a fee of $5.0,
for services performed in connection with the Boeing
Acquisition, as described in Note 2, which was recorded as
a return in initial capital. On November 27, 2006, Spirit
terminated the agreement with the Onex subsidiary with a final
payment of $4.0. Management believes the amounts charged were
reasonable in relation to the services provided. In addition,
the Company paid $0.5, $5.5 and $1.0 to a subsidiary of Onex for
various services rendered for the periods ended
December 31, 2007, December 31, 2006 and
December 29, 2005, respectively.
111
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Boeing owns and operates significant information technology
systems utilized by the Company and, as required under the
acquisition agreement for the Boeing Acquisition, is providing
those systems and support services to Spirit under a Transition
Services Agreement. A number of services covered by the
Transition Services Agreement have now been established by the
Company, and the Company is scheduled to continue to use the
remaining services. The Company incurred fees of $34.7, $38.3
and $38.6 for services performed for the periods ended
December 31, 2007, December 31, 2006 and
December 29, 2005, respectively. These amounts included
accrued liabilities of $7.5 and $11.8 at December 31, 2007
and December 31, 2006, respectively.
Spirit has provided certain functions (e.g., health services and
finance systems) for Boeing since the Boeing Acquisition
pursuant to a Purchased Services Agreement. These services are
expected to be transitioned to Boeing by the end of 2007. Boeing
incurred fees to Spirit of less than $0.1, $0.5 and $2.2 for
services performed during the periods ended December 31,
2007, December 31, 2006 and December 29, 2005,
respectively.
The spouse of one of the Companys executives is a special
counsel at a law firm utilized by the Company and at which the
executive was previously employed. The Company paid fees of
$2.2, $1.4 and $0.5 to the firm for the periods ended
December 31, 2007, December 31, 2006 and
December 29, 2005, respectively.
An executive of the Company is a member of the Board of
Directors of a Wichita, Kansas bank that provides banking
services to Spirit. In connection with the banking services
provided to Spirit, the Company pays fees consistent with
commercial terms that would be available to unrelated third
parties.
|
|
16.
|
Commitments,
Contingencies and Guarantees
|
Litigation
The Company is from time to time subject to, and is presently
involved in, litigation or other legal proceedings arising in
the ordinary course of business. While the final outcome of
these matters cannot be predicted with certainty, considering
among other things the meritorious legal defenses available, it
is the opinion of the Company that none of these items, when
finally resolved, will have a material adverse affect on the
Companys financial position or liquidity. Consistent with
the requirements of SFAS No. 5, Accounting for
Contingencies, we had no accruals at December 31, 2007
or December 31, 2006 for loss contingencies. However, an
unexpected adverse resolution of one or more of these items
could have a material adverse effect on the results of
operations in a particular quarter or fiscal year.
From time to time, in the ordinary course of business and like
others in the industry, the Company receives requests for
information from government agencies in connection with their
regulatory or investigational authority. Such requests can
include subpoenas or demand letters for documents to assist the
government in audits or investigations. The Company reviews such
requests and notices and takes appropriate action. The Company
has been subject to certain requests for information and
investigations in the past and could be subject to such requests
for information and investigations in the future. Additionally,
the Company is subject to federal and state requirements for
protection of the environment, including those for disposal of
hazardous waste and remediation of contaminated sites. As a
result, the Company is required to participate in certain
government investigations regarding environmental remediation
actions.
A lawsuit has been filed against Spirit, Onex, and Boeing
alleging age discrimination in the hiring of employees by Spirit
when Boeing sold its Wichita commercial division to Onex. The
complaint was filed in U.S. District Court in Wichita,
Kansas and seeks
class-action
status, an unspecified amount of compensatory damages and more
than $1.5 billion in punitive damages. The purchase
agreement between Onex and Boeing requires Spirit to indemnify
Boeing for damages against Boeing in the suit. The Company
intends to vigorously defend itself in this matter. Management
believes the resolution of this matter will not materially
affect the Companys financial position, results of
operations or liquidity.
112
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
On December 22, 2006, a lawsuit was filed against Spirit,
Boeing, Onex and the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America (UAW)
alleging age, disability, sex and race discrimination as well as
breach of the duty of fair representation, retaliatory
discharge, violation of FMLA (retaliation) and the Employee
Retirement Income Security Act (ERISA), arising out of
Spirits failure to hire eight former Boeing employees at
the McAlester, Oklahoma facility. The complaint was filed in the
U.S. District Court in the Eastern District of Oklahoma.
The Company intends to vigorously defend itself in this matter.
Management believes the resolution of this matter will not
materially affect the Companys financial position, results
of operations or liquidity.
In December 2005, a federal grand jury sitting in Topeka, Kansas
issued subpoenas regarding the vapor degreasing equipment at the
Companys Wichita, Kansas facility. The governments
investigation appears to focus on whether the degreasers were
operating within permit parameters and whether chemical wastes
from the degreasers were disposed of properly. The subpoenas
cover a time period both before and after the Companys
purchase of the Wichita, Kansas facility. Subpoenas were issued
to Boeing, Spirit and individuals who were employed by Boeing
prior to the Boeing Acquisition but are now employed by Spirit.
Spirit has responded to the subpoena and is continuing to
provide additional information to the government as requested.
Spirit continues to cooperate with the governments
investigation. Therefore, at this time, the Company does not
have enough information to make any predictions about the
outcome of this matter. However, management believes that any
outcome that does result from this matter will not have a
material adverse effect on the Companys financial position
or liquidity.
Airbus filed oppositions to six European patents originally
issued to or applied for by Boeing and acquired by Spirit in the
Boeing Acquisition. Airbus claimed that the subject matter in
these patents was not patentable because of a lack of novelty
and a lack of inventive activity. For two of the patents, oral
proceedings before a three panel board of the European Patent
Office (EPO) was held in May 2005. In one case, the patent was
maintained without amendments to the claims. On the second
patent, the board accepted the claims with limitation and Spirit
appealed. Airbus did not file an appeal in either of the adverse
decisions. Therefore, for the first patent maintained without
amendments, the Opposition is complete, the patent is maintained
as granted, and nothing further will be done. For the second
patent wherein Spirit appealed the EPOs Opposition
Boards findings, Spirit may now decide whether to continue
the appeal or accept the claim limitations. For a third patent,
Oral Proceedings were held on December 13, 2007. The Board
accepted claim limitations, and therefore, the patent is
maintained with limitations. Spirit is considering whether or
not to appeal. For the final three Oppositions, responses to the
Oppositions have been filed, but no date for oral proceedings
has been set.
Spirit and Airbus entered into an agreement in December 2007,
wherein Airbus agreed to withdraw all of its pending
Oppositions. Airbus subsequently proceeded to do so. The EPO now
has the opportunity to decide whether it desires to continue the
Oppositions for the final three patents for which oral
proceedings have not been held. A decision from the EPO is
expected within the coming months.
On February 16, 2007, an action entitled Harkness et
al. v. The Boeing Company et al. was filed in the
U.S. District Court for the District of Kansas. The
defendants were served in early April. Holdings, The Spirit
AeroSystems Retirement Plan for the International Brotherhood of
Electrical Workers (IBEW), Wichita Engineering Unit (SPEEA WEU)
and Wichita Technical Professional Unit (SPEEA WTPU) employees
and The Spirit AeroSystems Retirement Plan for International
Association of Machinists and Aerospace Workers (IAM) employees,
along with the Boeing Company and Boeing retirement and health
plan entities, were sued by 12 former Boeing employees, eight of
whom were or are employees of Spirit. The plaintiffs assert
several claims under ERISA and general contract law and purport
to bring the case as a class action on behalf of similarly
situated individuals. The putative sub-class members who have
asserted claims against the Spirit entities are those
individuals who, as of June 2005, were employed by Boeing in
Wichita, Kansas and who were participants in the Boeing pension
plan, had at least 10 years of vesting service in the
Boeing plan, were in a job represented by a union, were between
the ages of
113
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
49 and 55 and who went to work for Spirit on or about
June 17, 2005. Although there are many claims in the suit,
the plaintiffs claims against the Spirit entities are that
the Spirit plans wrongfully have failed to determine that
certain plaintiffs are entitled to early retirement
bridging rights allegedly triggered by their
separation from employment by Boeing and that the
plaintiffs pension benefits were unlawfully transferred
from Boeing to Spirit in that their claimed early retirement
bridging rights are not being afforded these
individuals as a result of their separation from Boeing, thereby
decreasing their benefits. The plaintiffs seek certification of
a class, declaration that they are entitled to the early
retirement benefits, an injunction ordering that the defendants
provide the benefits, damages pursuant to breach of contract
claims and attorney fees. At this time, the Company does not
have enough information to make any predictions about the
outcome of this matter. However, management believes that any
outcome that does result from this matter will not have a
material adverse effect on the Companys financial
position, results of operations or liquidity.
Commitments
The Company leases equipment and facilities under various
non-cancelable capital and operating leases. The capital leasing
arrangements extend through 2009. Minimum future lease payments
under these leases at December 31, 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
|
|
Present
|
|
|
|
|
|
|
|
|
|
Operating
|
|
|
Value
|
|
|
Interest
|
|
|
Total
|
|
|
2008
|
|
$
|
6.8
|
|
|
$
|
10.1
|
|
|
$
|
0.2
|
|
|
$
|
10.3
|
|
2009
|
|
$
|
5.7
|
|
|
$
|
1.1
|
|
|
$
|
|
|
|
$
|
1.1
|
|
2010
|
|
$
|
4.5
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
2011
|
|
$
|
3.4
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
2012
|
|
$
|
2.4
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
2013 and thereafter
|
|
$
|
6.9
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Spirit has aggregate capital commitments of $120.9 and $71.4 at
December 31, 2007 and December 31, 2006, respectively.
The Company paid $1.3 and $2.0 in interest expense related to
the capital leases for the periods ending December 31, 2007
and December 31, 2006, respectively.
Service
and Product Warranties
The Company provides service and warranty policies on its
products. Liability under service and warranty policies is based
upon specific claims and a review of historical warranty and
service claim experience. Adjustments are made to accruals as
claim data and historical experience change. In addition, the
Company incurs discretionary costs to service its products in
connection with product performance issues. The service warranty
reserve was $9.9 and $9.6 at December 31, 2007 and
December 31, 2006, respectively.
Guarantees
Contingent liabilities in the form of letters of credit, letters
of guarantee and performance bonds have been provided by the
Company. These letters of credit reduce the amount of borrowings
available under the revolving credit facility. As of
December 31, 2007 and December 31, 2006, $12.4 and
$0.8 was outstanding in respect of these guarantees,
respectively.
114
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Indemnification
The Company has entered into indemnification agreements with
each of its directors, and some of its executive employment
agreements include indemnification provisions. Under those
agreements, the Company agrees to indemnify each of these
individuals against claims arising out of events or occurrences
related to that individuals service as the Companys
agent or the agent of any of its subsidiaries to the fullest
extent legally permitted.
Bonds
The Company utilized City of Wichita issued Industrial Revenue
Bonds (IRBs) to finance self constructed and
purchased real and personal property at the Wichita site. Tax
benefits associated with IRBs include provisions for a ten-year
complete property tax abatement and Kansas Department of Revenue
sales tax exemption on all IRB funded purchases. Spirit and the
Predecessor purchased these IRBs so they are bondholders and
debtor / lessee for the property purchased with the
IRB proceeds.
The Company recorded the property on its Consolidated Balance
Sheet along with a capital lease obligation to repay the IRB
proceeds. Therefore, Spirit and the Predecessor have exercised
their right to offset the amounts invested and obligations for
these bonds on a consolidated basis. At December 31, 2007
and 2006, the assets and liabilities associated with these IRBs
were $311.3 and $332.0, respectively.
The Company utilized $80.0 in Kansas Development Finance
Authority (KDFA) issued bonds to receive a rebate of
payroll taxes from the Kansas Department of Revenue to KDFA
bondholders. Concurrently, a Company subsidiary issued an
intercompany note with identical principal, terms, and
conditions to the KDFA bonds. In accordance with FASB
Interpretation No. 39, the principal and interest payments
on these bonds offset in the consolidated financial statements.
|
|
17.
|
Significant
Concentrations of Risk
|
Economic
Dependence
Spirit has one major customer (Boeing) that accounts for
approximately 87% of the revenues for the period ending
December 31, 2007 and more than 90% of the revenues for the
periods ending December 31, 2006, and December 29,
2005. Approximately 65%, 67%, and 70% of Spirits accounts
receivable balance at December 31, 2007, December 31,
2006, and December 29, 2005, respectively, is attributable
to Boeing.
115
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
|
|
18.
|
Supplemental
Balance Sheet Information
|
Accrued expenses and other liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Accrued expenses
|
|
|
|
|
|
|
|
|
Accrued wages and bonuses
|
|
$
|
20.2
|
|
|
$
|
35.3
|
|
Accrued fringe benefits
|
|
|
104.0
|
|
|
|
91.0
|
|
Accrued interest
|
|
|
8.4
|
|
|
|
3.3
|
|
Workers compensation
|
|
|
10.2
|
|
|
|
8.6
|
|
Property and sales tax
|
|
|
4.6
|
|
|
|
5.1
|
|
Other
|
|
|
16.5
|
|
|
|
14.1
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
163.9
|
|
|
$
|
157.4
|
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
|
|
|
|
|
|
Federal income taxes-long-term
|
|
$
|
26.7
|
|
|
$
|
21.6
|
|
Deferred revenue and other deferred credits
|
|
|
49.6
|
|
|
|
14.7
|
|
Warranty reserve
|
|
|
9.9
|
|
|
|
9.6
|
|
Other
|
|
|
13.0
|
|
|
|
12.2
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
99.2
|
|
|
$
|
58.1
|
|
|
|
|
|
|
|
|
|
|
Spirit operates in three principal
segments: Fuselage Systems, Propulsion Systems
and Wing Systems. Essentially all revenues in the three
principal segments are with Boeing, with the exception of Wing
Systems, which includes revenues from Airbus and other
customers. All other activities fall within the All Other
segment, principally made up of sundry sales of miscellaneous
services and the KIESC. The Companys primary profitability
measure to review a segments operating performance is
segment operating income before unallocated corporate selling,
general and administrative expenses and unallocated research and
development. Unallocated corporate selling, general and
administrative expenses include centralized functions such as
accounting, treasury and human resources that are not
specifically related to our operating segments and are not
allocated in measuring the operating segments
profitability and performance and operating margins.
Spirits Fuselage Systems segment includes development,
production and marketing of forward, mid- and rear fuselage
sections and systems, primarily to aircraft OEMs, as well as
related spares and maintenance, repairs and overhaul, or MRO
services.
Spirits Propulsion Systems segment includes development,
production and marketing of struts/pylons, nacelles (including
thrust reversers) and related engine structural components
primarily to aircraft or engine OEMs, as well as related spares
and MRO services.
Spirits Wing Systems segment includes development,
production and marketing of wings and wing components (including
flight control surfaces) as well as other miscellaneous
structural parts primarily to aircraft OEMs, as well as related
spares and MRO services. These activities take place at the
Companys facilities in Tulsa and McAlester, Oklahoma and
Prestwick, Scotland.
The Companys segments are consistent with the organization
and responsibilities of management reporting to the chief
operating decision-maker for the purpose of assessing
performance. The Companys definition of segment operating
income differs from operating income as presented in its primary
financial statements and a reconciliation
116
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
of the segment and consolidated results is provided in the table
set forth below. Most selling, general and administrative
expenses, and all interest expense or income, related financing
costs and income tax amounts, are not allocated to the operating
segments.
While some working capital accounts are maintained on a segment
basis, much of the Companys assets are not managed or
maintained on a segment basis. Property, plant and equipment,
including tooling, is used in the design and production of
products for each of the segments and, therefore, is not
allocated to any individual segment. In addition, cash, prepaid
expenses, other assets and deferred taxes are maintained and
managed on a consolidated basis and generally do not pertain to
any particular segment. Raw materials and certain component
parts are used in the production of aerostructures across all
segments.
Work-in-process
inventory is identifiable by segment, but is managed and
evaluated at the program level. As there is no segmentation of
the Companys productive assets, depreciation expense
(included in fixed manufacturing costs and selling, general and
administrative expenses) and capital expenditures, no allocation
of these amounts has been made solely for purposes of segment
disclosure requirements. Segment data is not presented for
periods prior to the Boeing Acquisition as Boeing Wichita did
not maintain separate business segments.
The following table shows segment information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from June 17,
|
|
|
|
|
|
|
|
|
|
2005 through
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 29,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Segment Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuselage Systems
|
|
$
|
1,790.7
|
|
|
$
|
1,570.0
|
|
|
$
|
637.7
|
|
Propulsion Systems
|
|
|
1,063.6
|
|
|
|
887.7
|
|
|
|
372.2
|
|
Wing Systems(2)
|
|
|
985.5
|
|
|
|
720.3
|
|
|
|
170.0
|
|
All Other
|
|
|
21.0
|
|
|
|
29.7
|
|
|
|
27.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,860.8
|
|
|
$
|
3,207.7
|
|
|
$
|
1,207.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Operating Income (Loss)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuselage Systems
|
|
$
|
317.6
|
|
|
$
|
112.5
|
|
|
$
|
43.7
|
|
Propulsion Systems
|
|
|
174.2
|
|
|
|
33.7
|
|
|
|
24.5
|
|
Wing Systems(2)
|
|
|
111.3
|
|
|
|
11.8
|
|
|
|
5.1
|
|
All Other
|
|
|
2.5
|
|
|
|
4.3
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
605.6
|
|
|
|
162.3
|
|
|
|
72.1
|
|
Unallocated corporate SG&A(3)
|
|
|
(181.6
|
)
|
|
|
(216.5
|
)
|
|
|
(138.9
|
)
|
Unallocated research and development
|
|
|
(4.8
|
)
|
|
|
(2.1
|
)
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income (loss)
|
|
$
|
419.2
|
|
|
$
|
(56.3
|
)
|
|
$
|
(67.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The fiscal year 2006 operating income for Fuselage Systems,
Propulsion Systems, Wing Systems, and All Other include Union
Equity Plan (UEP) charges of $172.9, $103.1, $44.9, and $1.0,
respectively. |
|
(2) |
|
Wing Systems includes Spirit Europe, which was acquired on
April 1, 2006. |
|
(3) |
|
Included in 2006 unallocated corporate SG&A expenses are
fourth quarter charges of $4.0 million related to the
termination of the intercompany agreement with Onex and
$4.3 million related to the Executive Incentive Plan. Both
of these charges relate to the Companys IPO. |
117
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
Although most of our revenues are obtained from sales inside the
U.S., we generated $428.5 million in sales to international
customers for the twelve months ended December 31, 2007,
primarily to Airbus. Revenues for the twelve months ended
December 31, 2006, include nine months of revenues
following our acquisition of BAE Aerostructures. The following
chart illustrates the split between domestic and foreign sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Period from June 17, 2005
|
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
Through December 29, 2005
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
Total
|
|
|
|
|
|
Percent of Total
|
|
Revenue Source
|
|
Net Sales
|
|
|
Net Sales
|
|
|
Net Sales
|
|
|
Net Sales
|
|
|
Net Sales
|
|
|
Net Sales
|
|
|
United States
|
|
$
|
3,432.3
|
|
|
|
89
|
%
|
|
$
|
2,953.6
|
|
|
|
92
|
%
|
|
$
|
1,207.6
|
|
|
|
100
|
%
|
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
|
|
402.2
|
|
|
|
10
|
|
|
|
254.0
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
26.3
|
|
|
|
1
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total International
|
|
|
428.5
|
|
|
|
11
|
|
|
|
254.1
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
$
|
3,860.8
|
|
|
|
100
|
%
|
|
$
|
3,207.7
|
|
|
|
100
|
%
|
|
$
|
1,207.6
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The international revenue is included primarily in the Wing
Systems segment. All other segment revenues are from
U.S. sales. Approximately 10% of our total assets based on
book value are located in the United Kingdom as part of Spirit
Europe with less than 1% of the remaining assets located in
countries outside the United States.
|
|
20.
|
Quarterly
Financial Data (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
December 31,
|
|
|
September 27,
|
|
|
June 28,
|
|
|
March 29,
|
|
2007
|
|
2007
|
|
|
2007
|
|
|
2007
|
|
|
2007
|
|
|
Revenues
|
|
$
|
980.4
|
|
|
$
|
967.5
|
|
|
$
|
958.8
|
|
|
$
|
954.1
|
|
Operating income
|
|
$
|
106.7
|
|
|
$
|
106.6
|
|
|
$
|
102.1
|
|
|
$
|
103.8
|
|
Net income
|
|
$
|
75.5
|
|
|
$
|
83.6
|
|
|
$
|
68.0
|
|
|
$
|
69.8
|
|
Earnings per share, basic
|
|
$
|
0.55
|
|
|
$
|
0.61
|
|
|
$
|
0.50
|
|
|
$
|
0.54
|
|
Earnings per share, diluted
|
|
$
|
0.54
|
|
|
$
|
0.60
|
|
|
$
|
0.49
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
December 31,
|
|
|
September 28,
|
|
|
June 29,
|
|
|
March 30,
|
|
2006
|
|
2006
|
|
|
2006
|
|
|
2006
|
|
|
2006
|
|
|
Revenues
|
|
$
|
851.8
|
|
|
$
|
829.7
|
|
|
$
|
855.4
|
|
|
$
|
670.8
|
|
Operating income (loss)
|
|
$
|
(240.4
|
)
|
|
$
|
77.5
|
|
|
$
|
56.0
|
|
|
$
|
50.6
|
|
Net income (loss)
|
|
$
|
(69.4
|
)
|
|
$
|
34.0
|
|
|
$
|
29.7
|
|
|
$
|
22.5
|
|
Earnings (loss) per share, basic
|
|
$
|
(0.58
|
)
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
|
$
|
0.20
|
|
Earnings (loss) per share, diluted
|
|
$
|
(0.58
|
)
|
|
$
|
0.28
|
|
|
$
|
0.25
|
|
|
$
|
0.19
|
|
118
Spirit
AeroSystems Holdings, Inc.
Notes to
the Consolidated Financial
Statements (Continued)
($ in millions other than per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
|
|
|
For the Period June 17,
|
|
|
|
|
|
|
2005 through
|
|
|
|
December 29,
|
|
|
September 29,
|
|
2005
|
|
2005
|
|
|
2005(a)
|
|
|
Revenues
|
|
$
|
557.4
|
|
|
$
|
650.2
|
|
Operating loss
|
|
$
|
(39.0
|
)
|
|
$
|
(28.8
|
)
|
Net loss
|
|
$
|
(46.9
|
)
|
|
$
|
(43.4
|
)
|
Loss per share, basic
|
|
$
|
(0.42
|
)
|
|
$
|
(0.38
|
)
|
Loss per share, diluted
|
|
$
|
(0.42
|
)
|
|
$
|
(0.38
|
)
|
|
|
|
(a) |
|
Spirit AeroSystems Holdings, Inc. was incorporated in the state
of Delaware on February 7, 2005 and commenced operations on
June 17, 2005 through the acquisition of The Boeing
Companys operations in Wichita, Kansas, Tulsa, Oklahoma
and McAlester, Oklahoma. |
119
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
The Boeing Company
Chicago, Illinois
We have audited the accompanying statement of assets and
liabilities of the Wichita Division of the Boeing Commercial
Airplanes Group (the Division) of The Boeing Company
(the Company) as of June 16, 2005 and the
related statement of cost center activity for the period from
January 1, 2005 through June 16, 2005 (the
Divisions financial statements). The
Divisions financial statements are the responsibility of
the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Division is not required to
have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Divisions internal control
over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
As discussed in Note 1 to the accompanying financial
statements, the financial statements were prepared to present
assets and liabilities of the Division, along with the related
cost center activity, and are not necessarily indicative of the
conditions that would have existed or the results of operations
if the Division had been operated as a standalone company during
the period presented. Portions of certain expenses represent
allocations made from, and are applicable to, the Company as a
whole.
In our opinion, the Divisions financial statements present
fairly, in all material respects, the assets and liabilities of
the Division as of June 16, 2005, and the cost center
activity for the period from January 1, 2005 through
June 16, 2005 in conformity with accounting principles
generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Seattle, Washington
June 27, 2006
120
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
STATEMENT
OF ASSETS AND LIABILITIES
|
|
|
|
|
|
|
June 16,
|
|
|
|
2005
|
|
|
|
(Amounts in millions)
|
|
|
ASSETS:
|
Cash
|
|
$
|
0.8
|
|
Accounts receivable
|
|
|
0.4
|
|
Inventories
|
|
|
487.6
|
|
Long-term assets
|
|
|
3.2
|
|
Property, plant, and equipment net
|
|
|
528.4
|
|
|
|
|
|
|
Total assets
|
|
|
1,020.4
|
|
|
|
|
|
|
|
LIABILITIES:
|
Accounts payable
|
|
|
57.4
|
|
Accrued expenses
|
|
|
2.0
|
|
Employee vacation
|
|
|
40.3
|
|
Accrued employee-related expenses
|
|
|
7.9
|
|
KIESC minority interest
|
|
|
0.5
|
|
|
|
|
|
|
Total liabilities
|
|
|
108.1
|
|
|
|
|
|
|
NET ASSETS
|
|
$
|
912.3
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
121
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
STATEMENT
OF COST CENTER ACTIVITY
|
|
|
|
|
|
|
Period from
|
|
|
|
January 1, 2005
|
|
|
|
through
|
|
|
|
June 16,
|
|
|
|
2005
|
|
|
|
(Amounts in millions)
|
|
|
COST OF PRODUCTS TRANSFERRED:
|
|
|
|
|
Labor
|
|
$
|
326.6
|
|
Material
|
|
|
503.0
|
|
Overhead and nonlabor
|
|
|
334.3
|
|
|
|
|
|
|
Total cost of products transferred
|
|
|
1,163.9
|
|
|
|
|
|
|
PROVISION OF ENERGY SERVICES Net
|
|
|
(0.2
|
)
|
PERIOD EXPENSES:
|
|
|
|
|
General and administrative
|
|
|
79.7
|
|
Internal application development
|
|
|
11.0
|
|
|
|
|
|
|
Total period expenses
|
|
|
90.7
|
|
|
|
|
|
|
TOTAL INCURRED AND ALLOCATED COSTS OF THE WICHITA DIVISION
|
|
$
|
1,254.4
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
122
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
JUNE 16, 2005
(Amounts are in millions unless otherwise indicated)
The Wichita Division (Division), which is not a
separate legal entity, is operated as a cost center within the
Boeing Commercial Airplanes Group (BCA) of The
Boeing Company (Boeing). The Division includes the
manufacturing operations of BCA located in Wichita, Kansas;
Tulsa, Oklahoma, and McAlester, Oklahoma, along with certain
assets and operations of the Shared Services Group
(SSG) of Boeing. The Division has historically been
an internal supplier of parts and assemblies to the 737, 747,
757, 767, and 777 Airplane Programs of BCA, with very few sales
to third-party customers. The Division has also been selected as
a supplier to the 787 Airplane Program currently under
development by Boeing. These financial statements, hereafter
referred to as the Financial Statements, reflect the
standalone financial statements of the Division. Certain amounts
in these financial statements have been allocated from
Boeings financial statements. Allocations are generally
based on the specific identification of costs, assets and
liabilities, as well as on headcount and direct labor dollars
where specific attribution is not practical. The General and
Administrative (G&A) expense included in these
statements is an allocation of Boeing Corporate
(Corporate), SSG and BCA G&A expense
(collectively Boeing G&A).
Management believes these allocations are reasonable, but may
not be indicative of costs that would have been incurred had the
Division been operated as a standalone business.
Most support function costs represent allocations to the
Division. However, there is a portion of these support functions
that occur at the Division, for example, general management,
human resources, and finance that provide support directly to
product-related organizations.
Boeing entered into an Asset Purchase Agreement
(APA) dated February 22, 2005, as revised
June 15, 2005, to sell the Division to Mid-Western Aircraft
Systems, Inc. (Mid-Western), an indirect
majority-owned subsidiary of Onex Partners L.P. The accompanying
financial statements have been prepared with reference to this
agreement and present assets and liabilities as well as a
statement of cost center activities. The accompanying financial
statements may not be indicative of the conditions that would
have existed or the results of operations if the Division had
been operated as a standalone company during the periods
presented.
On June 16, 2005, Boeing completed the sale of
substantially all of the assets at BCAs facilities in
Wichita, Kansas and Tulsa and McAlester, Oklahoma under the APA
to Mid-Western, which was subsequently named Spirit Aerosystems,
Inc. (Spirit). Transaction consideration given to Boeing
included cash of approximately $900, together with the transfer
of certain liabilities and the establishment of long-term supply
agreements. All assets and liabilities presented in these
financial statements were included in the sale.
Statements of cash flows have not been presented as the Division
participated in Boeings centralized cash management
systems and all its cash management activities were funded by
Boeing. Other than cash on hand to meet immediate cash
requirements the Divisions cash flow information is
estimated in Note 9 using a change in net working capital.
Transactions with Boeing Transactions with
Boeing were conducted on a noncash basis, and generally involved
performance under intracompany arrangements between the Division
and Boeing.
Certain costs were incurred by Boeing on the Divisions
behalf. To the extent practical, these costs are discretely
transferred to the Division, but in some cases an allocation
methodology is used to transfer the costs to the Division. These
costs fall into three major categories and all such costs have
been included in these financial statements.
The first category represents costs directly related to the
activities of the Division, which were incurred by Boeing and
transferred to the Division for administrative purposes
including payroll, accounts payable, travel and
123
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
employee benefits such as pension costs, and medical coverage.
These costs are primarily included in Cost of Products
Transferred and the balance included in Period
Expenses.
A second category of costs incurred by Boeing on the
Divisions behalf represented the purchase of parts from
Boeing that are incorporated into the products of the Division.
The cost of these parts is treated the same as the cost of parts
acquired from third parties and is included in Cost of
Products Transferred.
The third category of costs incurred by Boeing on the
Divisions behalf are either general and administrative or
relate to support services provided by Boeing for the benefit of
the Division. These costs, except for those identified as
G&A, are included in Cost of Products
Transferred. These allocated costs are described in detail
below. The following table reconciles total G&A and
Internal Application Development (IAD) reported on
the Statement of Cost Center Activity to the detailed cost
tables that follow. IAD costs are certain costs incurred at the
Division to improve processes or internal applications rather
than product.
Table
(1)
|
|
|
|
|
|
|
Period
|
|
|
|
1/1/2005
|
|
|
|
through
|
|
Incurring Org and Description
|
|
6/16/2005
|
|
|
Allocated WHQ G&A
|
|
$
|
15.9
|
|
Allocated WHQ Share-Based Plans
|
|
|
20.1
|
|
Allocated WHQ Share-Value Trust
|
|
|
2.0
|
|
Allocated BCA G&A
|
|
|
26.7
|
|
SSG G&A included in SSG Support Allocations (below)
|
|
|
5.5
|
|
Division Incurred G&A
|
|
|
9.5
|
|
|
|
|
|
|
Total Division G&A Expense
|
|
$
|
79.7
|
|
|
|
|
|
|
Table
(2)
|
|
|
|
|
|
|
Period
|
|
|
|
1/1/2005
|
|
|
|
through
|
|
Incurring Org and Description
|
|
6/16/2005
|
|
|
Division Incurred IAD (A period expense on the
Statement of Cost Center Activity)
|
|
$
|
11.0
|
|
|
|
|
|
|
124
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
Support Allocations Boeing provides certain
services to the Division and pays for certain expenditures on
its behalf. The following table summarizes and describes the
approximate amounts billed to the Division.
Table
(3)
|
|
|
|
|
|
|
Period
|
|
|
|
1/1/2005
|
|
|
|
through
|
|
Incurring Org and Description
|
|
6/16/2005
|
|
|
BCA CAD/CAM and Other
|
|
$
|
4.9
|
|
SSG Workplace Services
|
|
|
114.6
|
|
SSG Information Technology Services
|
|
|
25.1
|
|
SSG Administrative Services
|
|
|
21.2
|
|
|
|
|
|
|
Total Support Allocations (including SSG G&A)
|
|
|
165.8
|
|
Less SSG G&A Allocations included in Cost Allocation
Table(1) above
|
|
|
5.5
|
|
|
|
|
|
|
Total SSG Costs and BCA CAD/CAM and Other included in
Division Cost of Products Transferred
|
|
$
|
160.3
|
|
|
|
|
|
|
BCA Computer Aided Design (CAD), BCA Computer Aided
Manufacturing (CAM), and other cost allocated
include calibration and certification costs and computer-aided
design costs.
SSG costs (including an element of SSG-incurred G&A) were
allocated to the Division based on SSGs cost collection
and cost allocation processes which are primarily based on
pooling of common costs and allocating pooled costs based on a
measure of usage. SSG Workplace Services includes the cost of
providing facilities, food, mail and in-plant transportation
services, security and fire protection, technical services and
safety, health, and environmental affairs. SSG Information
Technology Services includes business systems and computing and
network operations. SSG Administrative Services includes
external transportation services, enterprise human resource
management, payroll services and learning, training, and
development. An estimate of the SSG G&A included in the
above support allocations were recorded by the Division as
period expense in accordance with established Boeing-wide
practice. The remaining SSG-related amounts as well as the BCA
CAD/CAM allocations were included in the Overhead and nonlabor
portion of Cost of Products Transferred.
In 2005, SSG revised its methodology for allocating G&A
costs. As a result of the revision, the January 1 through
June 16, 2005 SSG G&A Allocations amount recorded was
$5.5 rather than $14.8.
Period Expenses Incurred at the Division
These costs are not inventoriable costs and therefore are not
included in Costs of Products Transferred.
Table
(4)
|
|
|
|
|
|
|
Period
|
|
|
|
1/1/2005
|
|
|
|
through
|
|
Incurring Org and Description
|
|
6/16/2005
|
|
|
Division Incurred G&A (Included in
Table(1))
|
|
$
|
9.5
|
|
Division Incurred IAD (Included in Table(2))
|
|
|
11.0
|
|
|
|
|
|
|
Total
|
|
$
|
20.5
|
|
|
|
|
|
|
Division G&A costs are incurred at the Division and
include salaries and costs associated with G&A-type
functions such as site financial accounting. IAD costs are costs
incurred at the Division to improve processes or internal
applications rather than products.
125
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
Period Expense Incurred by Boeing not Billed or Incurred at
the Division For purposes of these statements,
certain costs have been allocated to the Division. These costs
have not been billed to or incurred by, nor is the Division
obligated to pay for these costs in the past or in the future.
These allocations are conducted on a noncash basis and generally
involve the performance of corporate-wide functions that have no
direct relationship to the Divisions cost center
activities. These costs are included in the total
Division G&A expense (see Table 1).
Table
(5)
|
|
|
|
|
|
|
Period
|
|
|
|
1/1/2005
|
|
|
|
through
|
|
Incurring Org and Description
|
|
6/16/2005
|
|
|
Corporate G&A
|
|
$
|
15.9
|
|
Corporate Share-Based Plans
|
|
|
20.1
|
|
Corporate Share-Value Trust
|
|
|
2.0
|
|
BCA G&A
|
|
|
26.7
|
|
|
|
|
|
|
Total Period Expense incurred by Boeing not billed or incurred
|
|
$
|
64.7
|
|
|
|
|
|
|
Corporate costs allocated include centralized services such as
government affairs, legal, tax, office of internal governance,
international relations, communications and advertising, CEO and
staff, investor relations, and miscellaneous liability,
property, and foreign insurances. Corporate Share-Based plans
and Share-Value Trust are described in Note 8 below.
BCA G&A costs allocated include business operations, sales
and marketing, contracts, finance, communications, and BCA
office of the president.
|
|
2.
|
Significant
Accounting Policies
|
Principles of Consolidation The consolidated
financial statements of the Division include the accounts of the
majority-owned interest in Kansas Industrial Energy Supply
Company (KIESC). The KIESC (formerly known as
Wichita Gas Utility) arrangement has been in place since 1980.
It was formed to purchase gas directly from the gas suppliers
rather than through the city of Wichita. The current arrangement
gives participants in KIESC more control over their cost. The
agreement between the participating companies is titled
Tenants-in-Common
Management Agreement. It designates the arrangement as a
tenancy in common and stipulates that nothing in the agreement
should be construed as creating a joint venture, association, or
partnership. All assets are owned in common. Nothing can be
severed in a way that hurts the other tenants. Each tenant is
prohibited from selling or assigning their interest to another
party without the approval of the other tenants. The Division
owned 79% of all outstanding interests and considered that a
controlling share. 100% of KIESCs results have been
consolidated in these financial statements. Accordingly, the
Divisions intercompany profits, transactions, and balances
have been eliminated with the consolidation of KIESC. The result
of KIESC income and expense is shown as Provision of Energy
Services, Net. 77.77% of KIESC was sold on June 16, 2005 in
connection with the transaction, with the remainder retained by
Boeing to support Boeings remaining operations in Wichita,
Kansas. KIESCs net assets are shown below:
Table
(6)
|
|
|
|
|
|
|
Period
|
|
|
1/1/2005
|
|
|
through
|
Incurring Org and Description
|
|
6/16/2005
|
|
KIESC Total Net Assets
|
|
$
|
2.7
|
|
|
|
|
|
|
126
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
Use of Estimates The preparation of financial
statements in conformity with accounting principles generally
accepted in the United States of America requires management to
make estimates and assumptions that directly affect the amounts
reported in the financial statements. Actual results could
differ from those estimates.
Cost of Products Transferred As a cost center
to the BCA Airplane Programs, the Division does not have sales
to parties other than Boeing. For purposes of these financial
statements, the Division recognizes cost of products transferred
in an amount equal to the cost assigned. Through May 31,
2005, the Wichita Site Cost of Products Transferred was
recognized when completed parts and assemblies were received or
the scheduled receipt date occurred at BCA Airplane
Programs Final Assembly Areas. On June 1, 2005 this
treatment changed to reflect the provisions of the supply
agreement that was to be implemented post-divestiture. From
June 1, 2005 to June 16, 2005, the Wichita Site Cost
of Products Transferred was recognized when completed parts and
assemblies were shipped from the Wichita plant. The Tulsa and
McAlester Sites Cost of Products Transferred is recognized when
completed parts and assemblies are shipped from the site. Costs
of Products Transferred also includes costs assigned to programs
as incurred, for support of non-recurring activities performed
on behalf of the programs. Non-recurring support refers to
activities like design or design and build of tooling. 787
design activities included in Division Cost of Products
Transferred totals $65.6 for the period from January 1,
2005 through June 16, 2005.
Cost of Products Transferred consists of material, labor,
nonlabor, and site overhead, which includes fringe benefits,
production-related indirect and plant management salaries, and
plant services. Labor cost includes direct and indirect labor,
related fringe costs, and labor bonuses. Fringe benefit
allocations are based on a rate applied to labor dollars. The
rate includes elements such as vacation, holiday, sick leave,
medical, pension, and postretirement medical.
Nonlabor costs included in overhead include cost of shop
supplies, travel, software licensing, equipment depreciation,
perishable tools, and cost allocations (see Transactions
with Boeing above).
Cash Cash primarily consists of balances
maintained by the Divisions consolidated interest in
KIESC. The Division participates in Boeings centralized
cash management systems. Accordingly, the financial statements
exclude cash, debt, interest income, and interest expense
maintained in the centralized cash management systems.
Accounts Receivable Accounts receivable
consist of amounts on KIESC books due from third parties and are
stated at the amount billed to customers, plus any accrued and
unpaid interest. An allowance is provided for based upon a
review of outstanding receivables, historical collection
information, and existing economic conditions.
Inventories Inventories consist of raw
materials and work in process (WIP). Finished goods
are shipped immediately upon completion. Costs of raw materials
and component parts that are identified as obsolete or surplus,
including a provision for anticipated amounts, are included as a
cost of products transferred.
The Divisions Wichita site in-process inventories are
stated at the cost of products based on the stage of completion
within production. The individual elements of inventory (e.g.,
raw material, WIP, and production stores) are valued using a
standard cost methodology with any resulting variances to the
standard allocated monthly to cost of products transferred.
The Divisions Tulsa/McAlester sites in-process inventories
are stated at the cost of products based on the stage of
completion within production. Raw materials are valued based on
an average cost method. Commercial Airplane Programs WIP
inventory is valued based on total actual incurred costs for a
block of aircraft, less the billed amount. The billed amount is
calculated based on the average unit cost of an end-item (e.g.,
737 Slats/Flaps) for a block of aircraft based on the Estimate
at Completion.
Long-Term Assets Long-term assets consists of
amounts on the KIESC books for investments in marketable
securities. KIESC has the positive intent and ability to hold
these until maturity. They are valued at historical cost,
adjusted for amortization of premiums and accretion of discounts
computed by the level-yield method.
127
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
Property, Plant, and Equipment Property,
plant, and equipment are recorded at cost, including applicable
construction-period interest, less accumulated depreciation, and
are depreciated principally over the following estimated useful
lives: new buildings and land improvements, from 10 to
40 years; and new machinery and equipment, from 3 to
20 years. The principal methods of depreciation are as
follows: buildings and land improvements, 150% declining
balance; and machinery and equipment, sum-of-the-years
digits. The Division periodically evaluates the appropriateness
of remaining depreciable lives assigned to long-lived assets
subject to a management plan for disposition.
The Division reviews long-lived assets, which includes property,
plant, and equipment, for impairments in accordance with
Statement of Financial Accounting Standards (SFAS)
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. Long-lived assets held for sale are
stated at the lower of cost or fair value, less cost to sell.
Long-lived assets held for use are subject to an impairment
assessment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. If the carrying
value is no longer recoverable based upon the undiscounted
future cash flows of the asset, the amount of the impairment is
the difference between the carrying amount and the fair value of
the asset.
Income Taxes Boeing does not allocate income
tax expense and related assets and liabilities to the Division.
In accordance with the APA, the Statement of Net Assets and
Liabilities does not include assets and liabilities related to
income tax. Accordingly, the Statement of Cost Center Activity
does not reflect the effect of income taxes.
Leases The Division has entered into
contracts, having noncancelable lease terms in excess of one
year, for operating leases requiring future rental payments.
Pension and Postretirement Benefits Plan The
Division participates in various pension plans sponsored by
Boeing which cover substantially all employees. Discrete,
detailed information concerning costs of these plans is not
available for the Division but is part of the Overhead and
nonlabor costs allocated by Boeing and included in the Cost of
Products Transferred. The assets and obligations under these
plans are not separately identifiable for the Division.
Boeing also provides certain other postretirement benefit plans
other than pensions which consist principally of health care
coverage for eligible retirees. Discrete, detailed information
concerning costs of these plans is not available for the
Division but is part of the Overhead and nonlabor costs
allocated by Boeing and included in the Cost of Products
Transferred. The assets and obligations under these plans are
not separately identifiable for the Division.
Share-Based Plans Division employees
participate in certain of Boeings share-based compensation
plans. In these financial statements, the share-based plan
expenses are accounted for under SFAS 123R, Share-Based
Payment (SFAS 123R) as of January 1,
2005, and under SFAS No. 123, Accounting for
Stock-Based Compensation, for periods prior to
January 1, 2005.
|
|
3.
|
STANDARDS
ISSUED AND NOT YET IMPLEMENTED
|
In November 2004, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard (SFAS)
No. 151, Inventory Costs an amendment of ARB
No. 43. This Standard requires abnormal amounts of idle
facility expense, freight, handling costs, and wasted material
(spoilage) to be recognized as current period charges.
Additionally, it requires that fixed production overhead costs
be allocated to inventory based on the normal capacity of the
production facility. The provisions of this Standard apply
prospectively and are effective for inventory costs incurred
after January 1, 2006. While the Division believes this
Standard will not have a material effect on its financial
statements, the impact of adopting these new rules is dependent
on events that could occur in future periods, and as such, an
estimate of the impact cannot be determined until the event
occurs in future periods.
128
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
Inventories are summarized as follows for the periods ending:
|
|
|
|
|
|
|
Period
|
|
|
|
1/1/2005
|
|
|
|
through
|
|
|
|
6/16/2005
|
|
|
Raw materials
|
|
$
|
213.5
|
|
Work in process
|
|
|
274.1
|
|
|
|
|
|
|
Inventories
|
|
$
|
487.6
|
|
|
|
|
|
|
|
|
5.
|
PROPERTY,
PLANT, AND EQUIPMENT
|
Property, plant, and equipment are summarized as follows for the
periods ending:
|
|
|
|
|
|
|
Period
|
|
|
|
1/1/2005
|
|
|
|
through
|
|
|
|
6/16/2005
|
|
|
Land
|
|
$
|
5.0
|
|
Buildings
|
|
|
709.5
|
|
Machinery and equipment
|
|
|
1,331.7
|
|
Construction in progress
|
|
|
63.5
|
|
Less accumulated depreciation
|
|
|
(1,581.3
|
)
|
|
|
|
|
|
Property, plant, and equipment net
|
|
$
|
528.4
|
|
|
|
|
|
|
Depreciation expense, which is included in Cost of Products
Transferred, is as follows for the periods ending:
|
|
|
|
|
|
|
Period
|
|
|
1/1/2005
|
|
|
through
|
|
|
6/16/2005
|
|
Depreciation expense
|
|
$
|
40.3
|
|
|
|
|
|
|
Interest capitalized as construction-period property, plant, and
equipment costs is as follows for the periods ending:
|
|
|
|
|
|
|
Period
|
|
|
1/1/2005
|
|
|
through
|
|
|
6/16/2005
|
|
Interest capitalized
|
|
$
|
2.1
|
|
|
|
|
|
|
129
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
Lease Minimum future rental commitments under
operating leases having noncancelable lease terms in excess of
one year aggregated approximately $18.7 at June 16, 2005
and are payable as follows:
|
|
|
|
|
Future Minimum Payments
|
|
|
|
|
6/17/05-12/31/05
|
|
$
|
3.0
|
|
2006
|
|
|
4.3
|
|
2007
|
|
|
2.4
|
|
2008
|
|
|
2.2
|
|
2009
|
|
|
1.4
|
|
2010
|
|
|
0.6
|
|
Thereafter
|
|
|
4.8
|
|
Total rent expense was approximately as follows:
|
|
|
|
|
|
|
Period
|
|
|
1/1/2005
|
|
|
through
|
|
|
6/16/2005
|
|
Total rent expense
|
|
$
|
4.3
|
|
|
|
|
|
|
|
|
7.
|
PENSION
AND POSTRETIREMENT BENEFITS
|
The Division participates in various pension and postretirement
plans sponsored by Boeing which cover substantially all
employees. Discrete, detailed information concerning costs of
these plans is not available for the Division but is part of the
Overhead and nonlabor costs allocated by Boeing and included in
the Cost of Products Transferred. The assets and obligations
under these plans are not separately identifiable for the
Division.
The amounts below represent total Boeing balances. Note that
Boeing uses a September 30 measurement date for its pension
plans.
|
|
|
|
|
|
|
Year Ended
|
|
|
9/30/05
|
|
Pension plan assets
|
|
$
|
43,484
|
|
Pension plan benefit obligation
|
|
|
45,183
|
|
Boeing also provides certain other postretirement benefits other
than pensions which consist principally of health care coverage
for eligible retirees. Discrete, detailed information concerning
costs of these plans is not available for the Division but is
part of the Overhead and nonlabor costs allocated by Boeing and
included in the Cost of Products Transferred. The assets and
obligations under these plans are not separately identifiable
for the Division.
The amounts below represent total Boeing balances. Note that
Boeing uses a September 30 measurement date for its
postretirement plans.
|
|
|
|
|
|
|
Year Ended
|
|
|
9/30/05
|
|
Postretirement benefits plan assets
|
|
$
|
82
|
|
Postretirement benefit obligation
|
|
|
8,057
|
|
130
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
Share-Based Plans The following is a
discussion of share-based compensation plans. Qualifying
Division employees may retain eligibility under provisions of
these plans going forward. Under the provisions of the APA,
Boeing will retain these obligations. Division employees
participate in certain of Boeings share-based compensation
plans. In these financial statements, the share-based plan
expenses are accounted for under SFAS 123R, as of
January 1, 2005, using the modified prospective method, and
under SFAS No. 123 for periods prior to
January 1, 2005. The share-based plans are described below.
Share-based plan expense allocated to the Division is included
in the Statement of Cost Center Activity as a Period Expense
classified as G&A.
Performance Shares Performance Shares are
stock units that are convertible to Boeing common stock
contingent upon Boeings stock price performance. If, at
any time up to five years after award, Boeings stock price
reaches and maintains a price equal to 161.0% of the
Boeings stock issue price at the date of the award
(representing a growth rate of 10% compounded annually for five
years), 25% of the Performance Shares awarded are convertible to
Boeing common stock. Likewise, at stock prices equal to 168.5%,
176.2%, 184.2%, 192.5%, and 201.1% of the Boeing stock price at
the date of award, the cumulative portions of awarded
Performance Shares convertible to Boeing common stock are 40%,
55%, 75%, 100%, and 125%, respectively. Performance Shares
awards not converted to Boeing common stock expire five years
after the date of the award; however, the Compensation Committee
of the Boeing Board of Directors may, at its discretion, allow
vesting of up to 100% of the target Performance Shares if
Boeings total shareholder return (stock price appreciation
plus dividends) during the five-year performance period exceeds
the average total shareholder return of the S&P 500 over
the same period.
Beginning with the 2003 grants, all new Performance Shares
awarded are subject to different terms and conditions from those
issued prior to 2003. If at any time up to five years after
award Boeings stock price reaches and maintains for 20
consecutive days a price equal to a cumulative growth rate of
40% above the grant price, 15% of the Performance Shares awarded
are convertible to common stock. Likewise, at cumulative growth
rates above the grant price equal to 50%, 60%, 70%, 80%, 90%,
100%, 110%, 120%, and 125%, the cumulative portion of awarded
shares convertible to Boeing common stock are 30%, 45%, 60%,
75%, 90%, 100%, 110%, 120%, and 125%, respectively. Performance
Share awards not converted to Boeing common stock expire five
years after the date of the award. In the event all stock price
hurdles have not been met at the end of the performance period,
unvested shares may vest based on Boeings Total
Shareholder Return (TSR) performance relative to the
S&P 500. If less than 125% of the grant has vested at the
end of the five-year performance period, an award formula will
be applied to the initial grant based on the percentile rank of
Boeings TSR relative to the S&P 500. This can result
in a vesting of the Performance Shares award up to a total of
125% and only applies if (1) Boeings total
shareholder return during the five-year performance period meets
or exceeds the median total shareholder return of the S&P
500 over the same period and (2) total shareholder return
is in excess of the five-year Treasury Bill rate at the start of
the five-year period. The Division was allocated share-based
expense amounts calculated based on SFAS No. 123 for
Performance Share awards granted to employees of the Division.
The allocated share-based plans expense, which is included in
Period Expense as G&A in the Statement of Cost Center
Activity, was approximately as follows:
|
|
|
|
|
|
|
Period
|
|
|
1/1/2005
|
|
|
through
|
|
|
6/16/2005
|
|
Performance shares
|
|
$
|
17.1
|
|
|
|
|
|
|
ShareValue Trust The ShareValue Trust,
established effective July 1, 1996, is a
14-year
irrevocable trust that holds Boeing common stock, receives
dividends, and distributes to employees appreciation in value
above a 3% per annum threshold rate of return. As of
December 31, 2004, the Trust held 38,982,205 shares of
Boeing common stock, split between two funds,
fund 1 and fund 2.
131
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
The Division was allocated ShareValue Trust expense based upon
headcount at the Division. The allocated ShareValue Trust
expense, which is included in Period Expenses as G&A in the
Statement of Cost Center Activity, was approximately as follows:
|
|
|
|
|
|
|
Period
|
|
|
1/1/2005
|
|
|
through
|
|
|
6/16/2005
|
|
Share-value trust
|
|
$
|
2.0
|
|
|
|
|
|
|
Other Share-Based Compensation Boeing offers
employees stock awards, at no cost to the employee, under its
Career Shares, Learning Together, and Engineering Technical
Fellows stock programs. Additionally, Boeing common stock is
issued or interest is accrued to certain Boeing employees
electing deferrals under certain share-based compensation or
salary deferral plans. The Division was allocated Other
Share-Based Compensation expense based upon headcount at the
Division. The allocated Other Share-Based Compensation expense,
which is included in Period Expenses as G&A in the
Statement of Cost Center Activity, was approximately as follows:
|
|
|
|
|
|
|
Period
|
|
|
1/1/2005
|
|
|
through
|
|
|
6/16/2005
|
|
Other share-based plan totals
|
|
$
|
3.0
|
|
|
|
|
|
|
As a cost center, the Divisions cash funding activities
were managed and funded by Corporate. The Divisions cash
impacts are estimated below using a change in net working
capital approach:
|
|
|
|
|
|
|
Period
|
|
|
|
1/1/2005
|
|
|
|
through
|
|
|
|
6/16/2005
|
|
|
Cash flow from operating activities:
|
|
|
|
|
Intercompany cost of products transferred
|
|
$
|
(1,163.9
|
)
|
Period expenses
|
|
|
(90.7
|
)
|
Net energy services
|
|
|
0.2
|
|
Depreciation
|
|
|
40.3
|
|
Changes in working capital:
|
|
|
|
|
Cash (KIESC)
|
|
|
(2.2
|
)
|
Accounts receivable
|
|
|
1.6
|
|
Inventories
|
|
|
37.0
|
|
Accounts payable
|
|
|
11.7
|
|
Accrued expenses
|
|
|
(4.1
|
)
|
Employee vacation
|
|
|
(7.2
|
)
|
Accrued employee related expenses
|
|
|
(0.5
|
)
|
|
|
|
|
|
Net cash used by operating activities
|
|
|
(1,177.8
|
)
|
Investing activities:
|
|
|
|
|
Capital expenditures
|
|
|
(48.2
|
)
|
|
|
|
|
|
Net cash impact
|
|
$
|
(1,226.0
|
)
|
|
|
|
|
|
132
WICHITA
DIVISION
(A Business Unit of The Boeing Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
10.
|
SIGNIFICANT
CONCENTRATIONS OF RISK
|
For all of the periods covered by these financial statements,
all of the Divisions product transfers were to Boeing
Programs. The Division is subject to both operational and
external business environment risks. Operational risks that can
disrupt the ability to make timely delivery of commercial jet
aircraft components and assemblies and meet contractual
commitments include execution of internal performance plans,
product performance risks associated with regulatory
certifications by the U.S. government, other regulatory
uncertainties, collective bargaining disputes, performance
issues with key suppliers and subcontractors, and the cost and
availability of energy resources, such as electrical power.
Aircraft programs, particularly new aircraft models, face the
additional risk of pricing pressures and cost management issues
inherent in the design and production of complex products.
External business environment risks include adverse governmental
import and export policies, factors that result in significant
and prolonged disruption to air travel worldwide, and other
factors that affect the economic viability of the commercial
airline industry. Examples of factors relating to external
business environment risks include the volatility of aircraft
fuel prices, global trade policies, worldwide political
stability and economic growth, acts of aggression that impact
the perceived safety of commercial flight, escalation trends
inherent in pricing, and a competitive industry structure which
results in market pressure to reduce product prices. As of
June 16, 2005, the principal collective bargaining
agreements were with the International Association of Machinists
and Aerospace Workers (IAM) representing 51% of the Division
employees; the Society of Professional Engineering Employees
(SPEEA) representing 34% of the Division employees; The United
Automobile, Aerospace, and Agricultural Implement Workers of
America representing 9% of the Division employees. At the end of
June 16, 2005, all Division employees left the Boeing
payroll as a result of the sale of the Division to Mid-Western
and are no longer working under the terms and conditions of the
Boeing labor agreements. Employees who transferred to
Mid-Western were covered by their labor agreements or employment
practices, if no labor agreement was in place.
The Division is subject to federal and state requirements for
protection of the environment, including those for discharge of
hazardous materials and remediation of contaminated sites. The
costs incurred and expected to be incurred have not had, and are
not expected to have, a material adverse impact.
The provisions of the APA specifically exclude the assumption of
environmental liabilities relating to conditions existing on or
prior to June 16, 2005 and also exclude liabilities arising
from any environmental proceedings pending as of June 16,
2005, as well as any proceeding commenced after June 16,
2005 to the extent arising out of or relating to any act or
omission occurring on or prior to the closing date.
Also, the provisions of the APA specifically exclude liabilities
arising out of any proceedings pending as of June 16, 2005
or that arise after June 16, 2005 to the extent the matter
relates to an act or omission that occurred prior to
June 16, 2005.
133
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
None.
|
|
Item 9A.
|
Controls
and Procedures
|
Evaluation
of Disclosure Controls and Procedures
Our President and Chief Executive Officer and Executive Vice
President and Chief Financial Officer have evaluated our
disclosure controls as of December 31, 2007 and have
concluded that these disclosure controls and procedures are
effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and
reported within the time period specified in the SECs
rules and forms. These disclosure controls and procedures
include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the
reports we file or submit is accumulated and communicated to
management, including the President and Chief Executive Officer
and the Executive Vice President and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
Managements
Annual Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as such term
is defined in Exchange Act
Rules 13a-15(f).
Internal control over financial reporting provides reasonable
assurance of the reliability of our financial statements for
external purposes in accordance with generally accepted
accounting principles in the United States of America. Internal
control involves maintaining records that accurately represent
our business transactions, providing reasonable assurance that
receipts and expenditures of company assets are made in
accordance with management authorization, and providing
reasonable assurance that unauthorized acquisition, use or
disposition of company assets that could have a material effect
on our financial statements would be detected or prevented on a
timely basis.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatement.
Also, projections of any evaluation of effectiveness to future
periods are subject to risk that controls may become inadequate
because of changes in condition, or that the degree of
compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework
in Internal Control Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on this evaluation under the framework
in Internal Control Integrated Framework, our
management concluded that our internal control over financial
reporting was effective as of December 31, 2007. The
effectiveness of the Companys internal control over
financial reporting as of December 31, 2007, has been
audited by PricewaterhouseCoopers LLP, an independent registered
public accounting firm as stated in their report which appears
herein.
Changes
in Internal Controls over Financial Reporting
There were no changes in our internal control over financial
reporting that occurred during the fourth quarter of 2007 that
have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
|
|
Item 9B.
|
Other
Information
|
None.
134
PART III
|
|
Item 10.
|
Directors
and Executive Officers of the Registrant
|
Information concerning the directors of Spirit AeroSystems
Holdings, Inc. will be provided in Spirits proxy statement
for its 2008 annual meeting of stockholders, which will be filed
with the Securities and Exchange Commission no later than
120 days after the end of the fiscal year, and that
information is hereby incorporated by reference.
Information concerning the executive officers of Spirit is
included in Part I of this Report on
Form 10-K.
Information concerning compliance with Section 16(a) of the
Securities Act of 1934 will be provided in Spirits proxy
statement for its 2008 annual meeting of stockholders which will
be filed with the Securities and Exchange Commission no later
than 120 days after the end of the fiscal year, and that
information is hereby incorporated by reference.
The Company has adopted a Code of Ethics that applies to the
Companys Principal Executive Officer, Principal Financial
Officer, Principal Accounting Officer, and persons performing
similar functions. A copy of the Code of Ethics is available on
the Companys website at www.spiritaero.com under the
Investor Relations link, and any waiver from the
Code of Ethics will be timely disclosed on the Companys
website as will any amendments to the Code of Ethics.
|
|
Item 11.
|
Executive
Compensation
|
Information concerning the compensation of directors and
executive officers of Spirit AeroSystems Holdings, Inc. will be
provided in Spirits proxy statement for its 2008 annual
meeting of stockholders, which will be filed with the Securities
and Exchange Commission no later than 120 days after the
end of the fiscal year, and that information is hereby
incorporated by reference.
|
|
Item 12.
|
Security
Ownership and Certain Beneficial Owners and Management and
Related Stockholder Matters
|
Information concerning the ownership of Spirit equity securities
by certain beneficial owners and by management will be provided
in Spirits proxy statement for its 2008 annual meeting of
stockholders, which will be filed with the Securities and
Exchange Commission no later than 120 days after the end of
the fiscal year, and that information is hereby incorporated by
reference.
|
|
Item 13.
|
Certain
Relationships and Related Transactions
|
Information concerning certain relationships and related
transactions will be provided in Spirits proxy statement
for its 2008 annual meeting of stockholders, which will be filed
with the Securities and Exchange Commission no later than
120 days after the end of the fiscal year, and that
information is hereby incorporated by reference.
|
|
Item 14.
|
Principal
Accountant Fees and Services
|
Information concerning principal accounting fees and services
will be provided in Spirits proxy statement for its 2008
annual meeting of stockholders, which will be filed with the
Securities and Exchange Commission no later than 120 days
after the end of the fiscal year, and that information is hereby
incorporated by reference.
135
Part IV
|
|
Item 15.
|
Exhibits
and Financial Statement Schedules
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by
|
Article I. Exhibit
|
|
|
|
Reference to the
|
Number
|
|
Section 1.01 Exhibit
|
|
Following Documents
|
|
|
|
|
|
|
|
|
|
2
|
.1
|
|
Asset Purchase Agreement, dated as of February 22, 2005, between
Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems,
Inc.) and The Boeing Company
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 2.1
|
|
2
|
.2
|
|
First Amendment to Asset Purchase Agreement, dated June 15,
2005, between Spirit AeroSystems, Inc. (f/k/a Mid-Western
Aircraft Systems, Inc.) and The Boeing Company
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 2.2
|
|
3
|
.1
|
|
Amended and Restated Certificate of Incorporation of Spirit
AeroSystems Holdings, Inc.
|
|
Amendment No. 2 to Registration Statement on
Form S-1/A
(File
No. 333-135486),
filed October 30, 2006, Exhibit 3.1
|
|
3
|
.2
|
|
Amended and Restated By-Laws of Spirit AeroSystems Holdings, Inc.
|
|
Amendment No. 2 to Registration Statement on
Form S-1/A
(File
No. 333-135486),
filed October 30, 2006, Exhibit 3.2
|
|
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
|
|
Investor Stockholders Agreement, dated June 16, 2005, among
Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft
Systems, Inc.), Onex Partners LP and the stockholders listed on
the signature pages thereto
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 4.3
|
|
4
|
.4
|
|
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
|
|
10
|
.1
|
|
Employment Agreement, dated June 16, 2005, between Jeffrey L.
Turner 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 10.1
|
|
10
|
.2
|
|
Employment Agreement, dated August 3, 2005, between Ulrich
Schmidt 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 10.2
|
|
10
|
.3
|
|
Employment Agreement, dated September 13, 2005, between Spirit
AeroSystems, Inc. and H. David Walker
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.3
|
|
10
|
.4
|
|
Employment Agreement, dated December 28, 2005, between Spirit
AeroSystems, Inc. and John Lewelling
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.4
|
136
|
|
|
|
|
|
|
|
|
|
|
Incorporated by
|
Article I. Exhibit
|
|
|
|
Reference to the
|
Number
|
|
Section 1.01 Exhibit
|
|
Following Documents
|
|
|
10
|
.5
|
|
Employment Agreement, dated December 30, 2005, between Spirit
AeroSystems, Inc. and Janet S. Nicolson
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed August 29, 2006, Exhibit 10.5
|
|
10
|
.6
|
|
Employment Agreement, dated March 20, 2006, between Spirit
AeroSystems (Europe) Limited and Neil McManus
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.6
|
|
10
|
.7
|
|
Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft
Systems, Inc.) Executive Incentive Plan
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.7
|
|
10
|
.8
|
|
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
|
.9
|
|
Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft
Systems, Inc.) Short- Term Incentive Plan
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.9
|
|
10
|
.10
|
|
Spirit AeroSystems Holdings, Inc. Long-Term Incentive Plan
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.10
|
|
10
|
.11
|
|
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
|
.12
|
|
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
|
|
10
|
.13
|
|
Spirit AeroSystems Holdings, Inc. Director Stock Plan
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.13
|
|
10
|
.14
|
|
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
|
.15
|
|
Intercompany Agreement, dated June 30, 2005, between Onex
Partners Manager LP and Spirit AeroSystems, Inc.
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.15
|
|
10
|
.16
|
|
Consulting Agreement, dated as of February 25, 2005, between
Gephardt and Associates LLC 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 10.16
|
|
10
|
.17
|
|
Amended and Restated Credit Agreement, dated as of July 20,
2005, by and among Spirit AeroSystems, Inc. (f/k/a Mid-Western
Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc.
(f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind
Finance LP, the guarantors party thereto, Citicorp North
America, Inc. and the other lenders party thereto.
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.17
|
137
|
|
|
|
|
|
|
|
|
|
|
Incorporated by
|
Article I. Exhibit
|
|
|
|
Reference to the
|
Number
|
|
Section 1.01 Exhibit
|
|
Following Documents
|
|
|
10
|
.18
|
|
Amendment No. 1 to the Amended and Restated Credit Agreement,
dated as of December 11, 2005, by and among Spirit AeroSystems,
Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit
AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems
Holdings, Inc.), Onex Wind Finance LP, the guarantors party
thereto, Citicorp North America, Inc. and the other lenders
party thereto.
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.18
|
|
10
|
.19
|
|
Amendment No. 2 to the Amended and Restated Credit Agreement,
dated as of March 31, 2006, by and among Spirit AeroSystems,
Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit
AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems
Holdings, Inc.), Onex Wind Finance LP, the guarantors party
thereto, Citicorp North America, Inc. and the other lenders
party thereto.
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.19
|
|
10
|
.20
|
|
Security Agreement, dated as of June 16, 2005, made by and among
Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems,
Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western
Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, 3101447
Nova Scotia Company, Onex Wind Finance LLC and Citicorp North
America, Inc., as collateral agent.
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.20
|
|
10
|
.21
|
|
Credit Agreement, dated as of June 16, 2005, by and among Spirit
AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.),
Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft
Systems Holdings, Inc.), Onex Wind Finance LP, 3101447 Nova
Scotia Company, the other guarantor party thereto, and The
Boeing Company.
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.21
|
|
10
|
.22
|
|
Security Agreement, dated as of June 16, 2005, made by and among
Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems,
Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western
Aircraft Systems Holdings, Inc.), Spirit AeroSystems Finance,
Inc. (f/k/a Mid-Western Aircraft Finance, Inc.), Onex Wind
Finance LP, 3101447 Nova Scotia Company, Onex Wind Finance LLC
and The Boeing Company, as agent.
|
|
Registration Statement on
Form S-1
(File
No. 333-135486),
filed June 30, 2006, Exhibit 10.22
|
138
|
|
|
|
|
|
|
|
|
|
|
Incorporated by
|
Article I. Exhibit
|
|
|
|
Reference to the
|
Number
|
|
Section 1.01 Exhibit
|
|
Following Documents
|
|
|
10
|
.23
|
|
Special Business Provisions (Sustaining), 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 10.23
|
|
10
|
.24
|
|
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
|
.25
|
|
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
|
.26
|
|
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
|
.27
|
|
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
|
.28
|
|
Spirit AeroSystems Holdings, Inc. Long- Term Incentive Plan
|
|
Registration Statement on
Form S-1/A
(File
No. 333-135486),
filed November 6, 2006, Exhibit 10.28
|
|
10
|
.29
|
|
Amendment to the Amended and Restated Credit Agreement, dated as
of November 27, 2006, by and among Spirit AeroSystems, Inc.
(f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems
Holdings, Inc., (f/k/a Mid-Western Aircraft Systems Holdings,
Inc.), Onex Wind Finance LP, the guarantor party thereto,
Citicorp North America, Inc. and the other lenders party thereto.
|
|
Current Report on
Form 8-K
(File
No. 001-33160),
filed December 1, 2006, Exhibit 10.1
|
|
10
|
.30
|
|
Second Amended and Restated Credit Agreement by and among Spirit
AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.),
the guarantor party thereto, Citicorp North America, Inc. and
the other lenders party thereto.
|
|
Current Report on
Form 8-K
(File
No. 001-33160),
filed December 1, 2006, Exhibit 10.2
|
|
10
|
.31
|
|
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
|
|
14
|
.1
|
|
Code of Ethics
|
|
Registration Statement on
Form 10-K
(File
No. 001-33160),
filed March 5, 2007, Exhibit 14.1
|
|
|
|
|
(i) Spirit Code of Conduct
|
|
|
139
|
|
|
|
|
|
|
|
|
|
|
Incorporated by
|
Article I. Exhibit
|
|
|
|
Reference to the
|
Number
|
|
Section 1.01 Exhibit
|
|
Following Documents
|
|
|
|
|
|
(ii) Spirit Finance Code of Professional Conduct
|
|
|
|
21
|
.1
|
|
Subsidiaries of Spirit AeroSystems Holdings, Inc.
|
|
Filed herewith
|
|
23
|
.1
|
|
Consent of PricewaterhouseCoopers LLP
|
|
Filed herewith
|
|
23
|
.2
|
|
Consent of Deloitte & Touche LLP
|
|
Filed herewith
|
|
31
|
.1
|
|
Certification of Chief Executive Officer pursuant to Section 302
of Sarbanes-Oxley Act of 2002.
|
|
Filed herewith
|
|
31
|
.2
|
|
Certification of Chief Financial Officer pursuant to Section 302
of Sarbanes-Oxley Act of 2002.
|
|
Filed herewith
|
|
32
|
.1
|
|
Certification of Chief Executive Officer pursuant to Section 906
of Sarbanes-Oxley Act of 2002.
|
|
Filed herewith
|
|
32
|
.2
|
|
Certification of Chief Financial Officer pursuant to Section 906
of Sarbanes-Oxley Act of 2002.
|
|
Filed herewith
|
140
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in Wichita, State of
Kansas on February 22, 2008.
SPIRIT AEROSYSTEMS HOLDINGS, INC.
Ulrich Schmidt
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1934, this
report has been signed by the following persons in the
capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Jeffrey
L. Turner
Jeffrey
L. Turner
|
|
President and Chief Executive Officer (Principal Executive
Officer)
|
|
February 22, 2008
|
/s/ Ulrich
Schmidt
Ulrich
Schmidt
|
|
Executive Vice President and Chief Financial Officer (Principal
Financial Officer)
|
|
February 22, 2008
|
/s/ Daniel
R. Davis
Daniel
R. Davis
|
|
Corporate Controller (Principal Accounting Officer)
|
|
February 22, 2008
|
/s/ Ivor
Evans
Ivor
Evans
|
|
Director
|
|
February 22, 2008
|
/s/ Paul
Fulchino
Paul
Fulchino
|
|
Director
|
|
February 22, 2008
|
/s/ Ronald
Kadish
Ronald
Kadish
|
|
Director
|
|
February 22, 2008
|
/s/ Cornelius
McGillicuddy, III
Cornelius
McGillicuddy, III
|
|
Director
|
|
February 22, 2008
|
/s/ Francis
Raborn
Francis
Raborn
|
|
Director
|
|
February 22, 2008
|
/s/ Nigel
Wright
Nigel
Wright
|
|
Director
|
|
February 22, 2008
|
141
SCHEDULE II
Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
|
Charge to
|
|
|
Write-offs
|
|
|
|
|
|
|
|
|
Balance
|
|
|
|
December 31,
|
|
|
Costs and
|
|
|
Net of
|
|
|
Purchased
|
|
|
Exchange
|
|
|
December 31,
|
|
|
|
2006
|
|
|
Expenses
|
|
|
Recoveries
|
|
|
Reserves(1)
|
|
|
Rate
|
|
|
2007
|
|
|
|
($ in millions)
|
|
|
Inventory obsolete and surplus
|
|
$
|
15.2
|
|
|
$
|
13.4
|
|
|
$
|
(6.8
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
21.8
|
|
Warranties
|
|
|
9.6
|
|
|
|
0.9
|
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
0.1
|
|
|
|
9.9
|
|
Allowance for doubtful accounts
|
|
$
|
1.2
|
|
|
$
|
0.1
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1.3
|
|
|
|
|
(1) |
|
Related to the BAE Acquisition |
II-1