SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/01/14 Spirit AeroSystems Holdings, Inc. 10-Q 7/03/14 100:19M Workiva Inc |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 953K 2: EX-10.2 Material Contract HTML 189K 3: EX-10.3 Material Contract HTML 48K 4: EX-10.4 Material Contract HTML 69K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 31K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 31K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 27K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 27K 69: R1 Document and Entity Information HTML 54K 56: R2 Consolidated Statements of Operations (Unaudited) HTML 81K 67: R3 Consolidated Statements of Comprehensive Income HTML 47K (Unaudited) 72: R4 Consolidated Statements of Comprehensive Income HTML 31K (Unaudited) (Parentheticals) 91: R5 Consolidated Balance Sheets (Unaudited) HTML 146K 58: R6 Consolidated Balance Sheets (Unaudited) HTML 45K (Parenthetical) 66: R7 Consolidated Statements of Cash Flows (Unaudited) HTML 137K 51: R8 Organization and Basis of Interim Presentation HTML 41K 40: R9 New Accounting Pronouncements HTML 37K 92: R10 Changes in Estimates HTML 36K 74: R11 Severe Weather Event HTML 29K 73: R12 Accounts Receivable, net HTML 44K 79: R13 Inventory HTML 203K 80: R14 Property, Plant and Equipment HTML 49K 77: R15 Other Assets HTML 59K 81: R16 Milestone Revenue Recognition HTML 29K 68: R17 Advance Payments and Deferred Revenue/Credits HTML 42K 70: R18 Government Grants HTML 37K 76: R19 Fair Value Measurements HTML 97K 100: R20 Derivative and Hedging Activities HTML 65K 87: R21 Investments HTML 61K 62: R22 Debt HTML 75K 75: R23 Pension and Other Post-Retirement Benefits HTML 70K 64: R24 Stock Compensation HTML 43K 31: R25 Income Taxes HTML 42K 88: R26 Equity HTML 123K 96: R27 Related Party Transactions HTML 34K 46: R28 Commitments, Contingencies and Guarantees HTML 55K 45: R29 Other Income (Expense), Net HTML 45K 49: R30 Segment Information HTML 106K 50: R31 Condensed Consolidating Financial Information HTML 783K 52: R32 New Accounting Pronouncements (Policies) HTML 38K 23: R33 Accounts Receivable, net (Tables) HTML 38K 85: R34 Inventory (Tables) HTML 202K 60: R35 Property, Plant and Equipment (Tables) HTML 43K 63: R36 Other Assets (Tables) HTML 56K 35: R37 Advance Payments and Deferred Revenue/Credits HTML 39K (Tables) 99: R38 Government Grants (Tables) HTML 37K 15: R39 Fair Value Measurements (Tables) HTML 91K 53: R40 Derivative and Hedging Activities (Tables) HTML 52K 90: R41 Investments (Tables) HTML 57K 33: R42 Debt (Tables) HTML 49K 44: R43 Pension and Other Post-Retirement Benefits HTML 68K (Tables) 48: R44 Equity (Tables) HTML 114K 57: R45 Commitments, Contingencies and Guarantees (Tables) HTML 32K 22: R46 Other Income (Expense), Net (Tables) HTML 43K 39: R47 Segment Information (Tables) HTML 93K 17: R48 Condensed Consolidating Financial Information HTML 776K (Tables) 89: R49 Organization and Basis of Interim Presentation HTML 35K (Details) 32: R50 Changes in Estimates (Details) HTML 37K 86: R51 Impact from Severe Weather Event (Details) HTML 27K 36: R52 Accounts Receivable, net (Details) HTML 45K 54: R53 Inventory (Details) HTML 47K 16: R54 Inventory (Details 1) HTML 79K 20: R55 Inventory (Details 2) HTML 31K 47: R56 Inventory (Details 3) HTML 32K 26: R57 Inventory (Details 4) HTML 35K 93: R58 Property, Plant and Equipment (Details) HTML 48K 59: R59 Property, Plant and Equipment (Details Textual) HTML 33K 78: R60 Other Assets (Details) HTML 55K 38: R61 Other Assets (Details Textuals) HTML 29K 41: R62 Milestone Revenue Recognition (Details) HTML 31K 84: R63 Advance Payments and Deferred Revenue/Credits HTML 36K (Details) 82: R64 Government Grants (Details) HTML 32K 61: R65 Government Grants (Details 1) HTML 31K 83: R66 Government Grants (Details Textuals) HTML 26K 37: R67 Fair Value Measurements (Details) HTML 54K 65: R68 Derivative and Hedging Activities (Details) HTML 35K 95: R69 Derivative and Hedging Activities (Details 1) HTML 31K 19: R70 Derivative and Hedging Activities (Details HTML 36K Textual) 30: R71 Investments (Details) HTML 78K 55: R72 Debt (Details) HTML 63K 25: R73 Debt (Details Textual) HTML 118K 98: R74 Pension and Other Post Retirement Benefits HTML 52K (Details) 34: R75 Stock Compensation (Details) HTML 57K 27: R76 Income Tax (Details) HTML 43K 29: R77 Equity (Details) HTML 82K 21: R78 Related Party Transactions (Details) HTML 31K 24: R79 Commitments, Contingencies and Guarantees HTML 54K (Details) 71: R80 Other Income (Expense), Net (Details) HTML 37K 28: R81 Segment Information (Details) HTML 97K 94: R82 Condensed Consolidating Financial Information HTML 400K (Details) 97: XML IDEA XML File -- Filing Summary XML 142K 18: EXCEL IDEA Workbook of Financial Reports XLSX 409K 43: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.66M 9: EX-101.INS XBRL Instance -- spr-20140703 XML 4.86M 11: EX-101.CAL XBRL Calculations -- spr-20140703_cal XML 268K 12: EX-101.DEF XBRL Definitions -- spr-20140703_def XML 630K 13: EX-101.LAB XBRL Labels -- spr-20140703_lab XML 1.89M 14: EX-101.PRE XBRL Presentations -- spr-20140703_pre XML 1.04M 10: EX-101.SCH XBRL Schema -- spr-20140703 XSD 264K 42: ZIP XBRL Zipped Folder -- 0001445305-14-003327-xbrl Zip 327K
SPR_2014.07.03-EX10.3 |
A. | WHEREAS, Boeing and Spirit are party to the Special Business Provisions (“SBP”) MS-65530-0016, dated June 16, 2005; and other documents incorporated therein by reference, including the General Terms Agreement (“GTA”) BCA-65530-0016, and amendments and attachments to such agreements (collectively the “Sustaining Contract”); |
B. | WHEREAS, the Parties wish to establish pricing as referenced
In SBP Section 4.1 for the time period set forth in this Agreement for the Products set forth on SBP Attachment 1 (the “Recurring Products”) that Spirit currently supplies to Boeing in support of current Program Airplanes covered under the Sustaining Contract, based upon the provisions of the Sustaining Contract and this Agreement; |
C. | WHEREAS, the Parties wish to establish a mechanism to work together to implement cost reduction ideas; and |
D. | WHEREAS,
the Parties desire to implement a production rate of 47 airplanes per month (“APM”) for the 737 Program. |
Article 1. | PRICING FOR RECURRING PRODUCTS |
1. | Pricing Period. The Unit Billing Prices as agreed to in this Agreement shall be effective as of
April 1, 2014 through December 31, 2015 (the “Pricing Period”). |
2. | Recurring Price. For purposes of Section 4.0 (Pricing) of the SBP, during the Pricing Period the Unit Billing Prices for Recurring Products shall be calculated as follows. The Parties will follow the process set forth in SBP Attachment 20 to generate the Unit Billing Prices using the Base Prices (as set forth in the SBP Attachment 1 that are in place as of the Effective Date) for Recurring Products, which shall be adjusted using the [*****], and which shall remain subject to adjustment pursuant to SBP Sections 6 and 7 (but not SBP Section 7.6). For purposes
of calculating the Unit Billing |
3. | Retroactive
Adjustment. Upon execution of this Agreement, the Parties agree to waive any retroactive debits or credits that would be due to either party either under SBP Section 4.1.1 (Interim Extension Pricing) or under Spirit Letter 052013-2013-0011-JDR and any related correspondence as a result of the Unit Billing Prices established in accordance with this Agreement, for payments made to Spirit, or Invoices received by Boeing, from June 1, 2013 through March 31, 2014. Any invoices on or after the Effective Date shall be at the Unit Billing Prices set forth in this Agreement. |
4. | Extension Pricing Proposal. The Parties
agree to commence negotiations in [*****] for pricing beyond the Pricing Period (“Follow-on Pricing”). As part of such negotiations, the Parties shall agree on the duration of the Follow-on Pricing. Both Parties agree to negotiate in good faith to reach agreement on Follow-on Pricing by [*****]. If the Parties fail to reach agreement for Follow-on Pricing by [*****], the Parties shall use the Unit Billing Price calculated as the then current Attachment 1 Base Price at FOB date (inclusive of SOW adds and deletes, i.e. PRR changes, adjustments based on implementation of cost reduction activities under Cost Reduction Project Agreements, work transfers, etc.) reduced by the [*****] as adjusted by the indices and adjustment methodology set forth in SBP Section 4.1.1, as an interim payment mechanism (the “Interim Payment Mechanism”) to be applied to Recurring Products delivered following the end of the Pricing Period, but before agreement on Follow-on Pricing. The
Interim Payment Mechanism shall apply until such time as the Parties agree on Follow-on Pricing. |
1. | Working Together. The Parties agree to cooperate and work together to implement cost reduction ideas agreed to by both Boeing and Spirit. This Agreement supersedes (i) the Letter of Agreement between Boeing and Spirit dated August 2, 2013 and (ii) for the duration of the Pricing Period, SBP Section 7.6. For each agreed to cost reduction idea, the Parties shall enter into a written agreement (each, a “Cost Reduction Project Agreement”) setting forth: (a) the cost reduction idea in
detail; (b) the steps required to implement such idea; (c) the Party responsible for each step; (d) the timeline associated with such implementation; (e) the non-recurring costs to be incurred by each Party and the documentation reasonably necessary to substantiate the non-recurring costs of each Party; (f) the method for defining and measuring the cost savings, (g) the process for recapture of each Party’s non-recurring costs; and (h) how the cost savings will be allocated among the Parties after each Party’s recapture of its non-recurring costs. |
2. | Cost Reduction Focus. In order to track the progress of cost reduction implementation efforts, the Parties agree to conduct executive reviews [*****] beginning [*****] and on or
about [*****] thereafter. These reviews shall track progress of items including, but not limited to, total number of cost reduction ideas, total number of implemented ideas, and total savings captured by both Parties to-date. |
3. | Nonrecurring Costs. Nonrecurring costs required to implement cost reduction ideas, as set forth in the applicable Cost Reduction Project Agreement, shall be shared by both Parties as outlined below. |
4. | Recurring Savings. The amount of cost savings realized from completed cost reduction projects shall be as set forth in the applicable Cost Reduction Project Agreement. Any such cost savings shall be applied on a case-by-case basis [*****] in accordance with the terms of the applicable Cost Reduction Project Agreement. In general, Boeing’s portion of the recurring adjustment as agreed to between the Parties in the applicable Cost Reduction Project Agreement shall be applied to the [*****] between the Parties [*****] to the Parties’ nonrecurring investments. |
1. | Working Together. The Parties agree to implement a rate increase of 47 APM on the 737 Program in the most cost effective and efficient manner anticipated in [*****] or as otherwise agreed between the Parties. The Parties recognize that achieving rate increases requires coordination and collaboration across various roles and responsibilities between the Parties. The Parties agree to update Attachment 15 following execution of this Agreement to reflect 47 APM as the maximum production rate for the 737 Program and to reflect any associated model mix constraints. Until such time as the Parties amend SBP Attachment 15 to reflect a new minor model mix constraint associated with 47 APM on the 737 Program, the minor model mix constraints
existing prior to such amendment shall continue to apply. For the avoidance of doubt, nothing in this Agreement other than the maximum rate established herein shall affect either Party’s rights or obligations under the Memorandum of Agreement titled “Encompassing a Revision to Special |
2. | Property,
Plant & Equipment. Spirit shall be responsible to fund all Property, Plant & Equipment costs (PP&E) required to implement a production rate of 47 APM on the 737 Program. |
3. | Rate Tooling. Boeing shall be responsible to pay for all Tooling, in accordance with the terms of the SBP, that the Parties agree is required to implement a production rate of 47 APM on the 737 Program at the prices mutually agreed to by the Parties. |
4. | Protection Rates Above 47 AP. The
Parties agree that nothing herein contains any agreement relating to any rate investment or protection rates for production rates above 47 APM. For the avoidance of doubt, nothing in this Agreement shall affect either Party’s rights or obligations under the Memorandum of Agreement titled “Encompassing a Revision to Special Business Provisions MS-65530-0016, Attachment 15, Maximum Production Rate and Model Mix Constraint Matrix between the Parties” dated November 9, 2007. |
Article
5. | ORDER OF PRECEDENCE |
Article 6. | COMPLIANCE WITH LAINIS |
Article 7. | ENTIRE AGREEMENT |
Article 8. | EFFECTIVE DATE |
SPIRIT AEROSYSTEMS, INC. | THE BOEING COMPANY |
BY: /s/ Jim D. Reed TYPED NAME: Jim D. Reed TITLE: VP Contracts,
Pricing & Estimating DATE: April 8, 2014 | BY: /s/ Yvonne Tu TYPED NAME: Yvonne Tu TITLE: Procurement Agent DATE: April 8, 2014 |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/15 | 10-K, SD | |||
3/31/15 | ||||
Filed on: | 8/1/14 | 4, 8-K | ||
For Period end: | 7/3/14 | |||
4/8/14 | 4, 8-K | |||
4/1/14 | 8-K | |||
3/31/14 | ||||
8/2/13 | 8-K | |||
6/1/13 | ||||
3/9/12 | 4 | |||
11/9/07 | ||||
6/16/05 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 Spirit AeroSystems Holdings, Inc. 10-K 12/31/23 127:21M Workiva Inc Wde… FA01/FA 2/17/23 Spirit AeroSystems Holdings, Inc. 10-K 12/31/22 117:21M Workiva Inc Wde… FA01/FA 2/15/22 Spirit AeroSystems Holdings, Inc. 10-K 12/31/21 116:22M Workiva Inc Wde… FA01/FA 2/25/21 Spirit AeroSystems Holdings, Inc. 10-K 12/31/20 113:27M Workiva Inc Wde… FA01/FA |