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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 10, 2025
Spirit
AeroSystems Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-33160 |
|
20-2436320 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
3801
South Oliver, Wichita,
KS 67210
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including
area code): (316) 526-9000
N/A
(Former name or former address,
if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each
class: |
|
Trading
symbol(s) |
|
Name of exchange on which
registered |
Class
A Common Stock, par value $0.01 per share |
|
SPR |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial
Condition.
In connection with discussions with lenders (the “Lenders”)
under its senior secured term loan B credit facility (the “Term Loan B Facility”), Spirit AeroSystems Holdings, Inc.,
a Delaware corporation (“Spirit” and, together with its consolidated subsidiaries, the “Company”), is providing
the following estimated and preliminary unaudited financial information for the fourth quarter ended December 31, 2024 ($ in millions):
Preliminary Financial Results (unaudited)
| |
Fourth Quarter Ended December 31 | |
| |
2024 | | |
2023 | |
Net revenues | |
$ | 1,662 | | |
$ | 1,813 | |
Cost of sales | |
$ | 2,075 | | |
$ | 1,522 | |
Gross (loss) profit | |
$ | (413 | ) | |
$ | 291 | |
| |
| | | |
| | |
Net cash used in operating activities | |
$ | 136 | | |
$ | 114 | |
Free cash flow(1) | |
$ | 91 | | |
$ | 42 | |
| |
| | | |
| | |
| |
December 31,
2024 | | |
December 31,
2023 | |
Cash | |
$ | 537 | | |
$ | 824 | |
Total debt | |
$ | 4,394 | | |
$ | 4,084 | |
| · | Revenue:
Revenue decreased from the fourth quarter of 2023, primarily due to the impacts from
the Boeing Memorandum of Agreement (MOA) executed in October 2023 recognized in the
fourth quarter of 2023, including favorable pricing adjustments on the Boeing 787 program
and the reversal of the potential claim related to the Boeing 737 vertical fin attach fittings
issue, partially offset by higher Defense and Space revenues in the fourth quarter of 2024.
Overall deliveries increased during the fourth quarter of 2024 compared to the same period
of 2023, including higher Boeing 737 deliveries. |
| · | Gross
(Loss) Profit (Net Revenues less Cost of Sales): Gross loss was recognized in the fourth
quarter of 2024 compared to gross profit for the same period of 2023. The operating income
recognized in the fourth quarter of 2023 included the favorable impact of the Boeing MOA
executed in October 2023 to the Boeing 787 program, including favorable change in estimates
as well as a material right obligation liability reversal. |
Total changes in estimates recognized in the fourth quarter
of 2024 included net forward loss charges of $401 and unfavorable cumulative catch-up adjustments of $6. Net forward losses were mainly
driven by the Boeing 787, Airbus A220 and Airbus A350 programs of $167, $73 and $64, respectively, resulting from production performance
as well as labor and supply chain cost growth. Excess capacity costs during the fourth quarter of 2024 were $54. In comparison, during
the fourth quarter of 2023, largely driven by the favorable impact of the Boeing MOA executed in October 2023, Spirit recognized
forward loss reversals of $206 and material right obligation liability reversal of $155 related to the Boeing 787 program. Additionally,
unfavorable cumulative catch-up adjustments were $55 and excess capacity costs were $31 in the same period of 2023.
| · | Free
Cash Flow(1): Free cash flow for the fourth quarter of 2024 improved compared
to the same period of 2023, largely resulting from higher Boeing 737 deliveries as well as
the timing of working capital. |
| · | Cash:
During the fourth quarter of 2024, as previously disclosed, the Company announced agreements
with both major customers, Boeing and Airbus, which provided cash funding. Boeing agreed
to provide advance payments of up to $350, and Airbus agreed to provide a non-interest bearing
line of credit up to $107. As of the end of the fourth quarter of 2024, $200 was advanced
from Boeing and $70 was advanced from Airbus. |
Reflected in the estimated and preliminary unaudited financial
information provided above are the following deliveries by program:
Spirit
Shipset Deliveries
(one
shipset equals one aircraft)
| |
4th Quarter | | |
Twelve Months | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
B737 | |
| 133 | | |
| 104 | | |
| 268 | | |
| 356 | |
B767 | |
| 5 | | |
| 9 | | |
| 25 | | |
| 33 | |
B777 | |
| 3 | | |
| 9 | | |
| 28 | | |
| 32 | |
B787 | |
| 19 | | |
| 11 | | |
| 55 | | |
| 36 | |
Total Boeing | |
| 160 | | |
| 133 | | |
| 376 | | |
| 457 | |
| |
| | | |
| | | |
| | | |
| | |
A220 | |
| 26 | | |
| 20 | | |
| 82 | | |
| 63 | |
A320 Family | |
| 181 | | |
| 150 | | |
| 648 | | |
| 573 | |
A330 | |
| 9 | | |
| 9 | | |
| 36 | | |
| 35 | |
A350 | |
| 15 | | |
| 17 | | |
| 59 | | |
| 54 | |
Total Airbus | |
| 231 | | |
| 196 | | |
| 825 | | |
| 725 | |
| |
| | | |
| | | |
| | | |
| | |
Business/Regional Jet | |
| 66 | | |
| 69 | | |
| 231 | | |
| 236 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 457 | | |
| 398 | | |
| 1,432 | | |
| 1,418 | |
The following table provides a reconciliation between free
cash flow and net cash used in operating activities ($ in millions):
Free Cash Flow Reconciliation
| |
Fourth Quarter Ended December 31 | |
| |
2024 | | |
2023 | |
Net cash used in operating activities | |
$ | 136 | | |
$ | 114 | |
Capital expenditures | |
$ | (46 | ) | |
$ | (72 | ) |
Free cash flow(1) | |
$ | 91 | | |
$ | 42 | |
| (1) | Free cash flow is defined as GAAP cash provided by (used in) operating
activities less capital expenditures for property, plant and equipment. Management believes
free cash flow provides investors with an important perspective on the cash available for
stockholders, debt repayments including capital leases, and acquisitions after making the
capital investments required to support ongoing business operations and long-term value creation.
Free cash flow does not represent the residual cash flow available for discretionary expenditures
as it excludes certain mandatory expenditures. The most comparable GAAP measure is cash provided
by (used in) operating activities. Management uses free cash flow as a measure to assess
both business performance and overall liquidity. |
The
information required by Item 2.02 of Form 8-K that is included in Item 7.01 of this report and in Exhibit 99.1
to this report is incorporated by reference herein.
The Company’s financial closing procedures for the fourth quarter
and the year ended December 31, 2024, are not yet complete. The preliminary financial information presented consists of estimates
based on information available to management as of the date of this report, has not been reviewed or audited by the Company’s independent
registered public accounting firm, and is subject to change. It is possible that the final results may differ from the preliminary information
provided, including differences due to the completion of the financial closing procedures or the annual audit process, or changes in
facts, circumstances, assumptions or developments in the interim. The preliminary financial information presented does not present all
information necessary for a complete understanding of the Company’s results for the periods presented and should not be viewed
as a substitute for full financial statements prepared in accordance with GAAP.
Item 7.01 Regulation FD Disclosure.
In connection with its discussions with the Lenders, Spirit has provided
to the Lenders the investor presentation furnished as Exhibit 99.1 to this report and incorporated herein by reference
(the “Lender Information”), which includes certain information about the Company that had not previously been disclosed publicly
by Spirit. The Lender Information was shared with the Lenders subject to the confidentiality provisions of the Term Loan B Facility,
was not prepared with a view toward public disclosure, and should not be relied upon to make an investment decision with respect to Spirit.
The disclosure of the Lender Information in this report should not be regarded as an indication that Spirit or any third party considers
the Lender Information to be material non-public information or a reliable prediction of future events, and the Lender Information should
not be relied upon as such. Neither Spirit nor any third party makes any representation to any person regarding the accuracy or completeness
of any of the Lender Information or undertakes any obligation to update the Lender Information to reflect circumstances existing after
the date when the Lender Information was prepared or conveyed or to reflect the occurrence of future events, even if any or all of the
assumptions underlying the Lender Information become or are shown to be incorrect.
The
information furnished pursuant to Item 7.01 and pursuant to Item 2.02 of this report, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any
other filing under the Exchange Act or any filing under the Securities Act of 1933, as amended, except as expressly set
forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | |
|
Number | |
Description |
| |
|
99.1 |
| Investor presentation. |
|
| |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL
document). |
Cautionary Statement Regarding Forward-Looking
Statements
This report includes “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements reflect our current expectations or forecasts of future events, and include all statements other than historical fact, including
statements regarding preliminary financial results. Forward-looking statements generally can be identified by the use of forward-looking
terminology such as “aim,” “anticipate,” “believe,” “could,” “continue,”
“designed,” “ensure,” “estimate,” “expect,” “forecast,” “goal,”
“intend,” “may,” “might,” “model,” “objective,” “outlook,” “plan,”
“potential,” “predict,” “project,” “preliminary,” “seek,” “should,”
“target,” “will,” “would,” and other similar words, or phrases, or the negative thereof, unless the
context requires otherwise. These statements reflect management’s current views with respect to future events and are subject to
risks and uncertainties, both known and unknown, including, but not limited to, those described in the “Risk Factors” sections
of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the U.S. Securities
and Exchange Commission (the “SEC”) on February 22, 2024 (the “2023 Form 10-K”) and subsequent Quarterly
Reports on Form 10-Q. 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. The preliminary financial information and outlook presented in this report
are estimates based on information available to management as of the date of this report, have not been reviewed or audited by our independent
registered public accounting firm, and are subject to change. There can be no assurance that our actual results will not differ from
the preliminary financial information presented in this report. This preliminary financial information should not be viewed as a substitute
for full financial statements prepared in accordance with GAAP.
Important factors that could cause actual results
to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook
include, but are not limited to, the following:
| · | risks
and uncertainties related to our preliminary financial results for the three and twelve months ended December 31, 2024; |
| · | our ability
to satisfy our liquidity needs, the success of our liquidity enhancement plans, operational and efficiency initiatives, our ability to
access the capital and credit markets (including as a result of any contractual limitations, including the Merger Agreement, as defined
below), the outcomes of active discussions related to the timing or amounts of repayment for certain customer advances and pricing adjustments
on certain loss-making programs, and the costs and terms of any additional financing; |
| · | the continued
fragility of the global aerospace supply chain including our dependence on our suppliers, as well as the cost and availability of raw
materials and purchased components, including increases in energy, freight, and other raw material costs as a result of inflation or
continued global inflationary pressures; |
| · | our ability
and our suppliers’ ability and willingness to meet stringent delivery (including quality and timeliness) standards and accommodate
changes in the build rates or model mix of aircraft under existing contractual commitments, including the ability or willingness to staff
appropriately or expend capital for current production volumes and anticipated production volume increases; |
| · | our ability
to maintain continuing, uninterrupted production at our manufacturing facilities and our suppliers’ facilities; |
| · | our ability,
and our suppliers' ability, to attract and retain the skilled work force necessary for production and development in an extremely competitive
market; |
| · | the effect
of economic conditions, including increases in interest rates and inflation, on the demand for our and our customers’ products
and services, on the industries and markets in which we operate in the U.S. and globally, and on the global aerospace supply chain; |
| · | the general
effect of geopolitical conditions, including Russia’s invasion of Ukraine and the resultant sanctions being imposed in response
to the conflict, including any trade and transport restrictions; |
| · | the recent
outbreak of war in Israel and the Gaza Strip and the potential for expansion of the conflict in the surrounding region, which may impact
certain suppliers' ability to continue production or make timely deliveries of supplies required to produce and timely deliver our products,
and may result in sanctions being imposed in response to the conflict, including trade and transport restrictions; |
| · | our relationships
with the unions representing many of our employees, including our ability to successfully negotiate new agreements, and avoid labor disputes
and work stoppages with respect to our union employees; |
| · | the impact
of significant health events, such as pandemics, contagions or other public health emergencies (including the COVID-19 pandemic) or fear
of such events, on the demand for our and our customers’ products and services, the industries and the markets in which we operate
in the U.S. and globally; |
| · | the timing
and conditions surrounding the full worldwide return to service (including receiving the remaining regulatory approvals) of the B737
MAX, future demand for the aircraft, and any residual impacts of the B737 MAX grounding on production rates for the aircraft; |
| · | our reliance
on The Boeing Company (“Boeing”) and Airbus SE and its affiliates for a significant portion of our revenues; |
| · | the business
condition and liquidity of our customers and their ability to satisfy their contractual obligations to the Company; |
| · | the certainty
of our backlog, including the ability of customers to cancel or delay orders prior to shipment on short notice, and the potential impact
of regulatory approvals of existing and derivative models; |
| · | our ability
to accurately estimate and manage performance, cost, margins, and revenue under our contracts, and the potential for additional forward
losses on new and maturing programs; |
| · | our accounting
estimates for revenue and costs for our contracts and potential changes to those estimates; |
| · | our ability
to continue to grow and diversify our business, execute our growth strategy, and secure replacement programs, including our ability to
enter into profitable supply arrangements with additional customers; |
| · | the outcome
of product warranty or defective product claims and the impact settlement of such claims may have on our accounting assumptions; |
| · | competitive
conditions in the markets in which we operate, including in-sourcing by commercial aerospace original equipment manufacturers; |
| · | our ability
to successfully negotiate, or re-negotiate, future pricing under our supply agreements with Boeing, Airbus and its affiliates and other
customers; |
| · | the possibility
that our cash flows may not be adequate for our additional capital needs; |
| · | any reduction
in our credit ratings; |
| · | our ability
to avoid or recover from cyber or other security attacks and other operations disruptions; |
| · | legislative
or regulatory actions, both domestic and foreign, impacting our operations, including the effect of changes in tax laws and rates and
our ability to accurately calculate and estimate the effect of such changes; |
| · | spending
by the U.S. and other governments on defense; |
| · | pension
plan assumptions and future contributions; |
| · | the effectiveness
of our internal control over financial reporting; |
| · | the outcome
or impact of ongoing or future litigation, arbitration, claims, and regulatory actions or investigations, including our exposure to potential
product liability and warranty claims; |
| · | adequacy
of our insurance coverage; |
| · | our ability
to continue selling certain receivables through the receivables financing programs; |
| · | our ability
to effectively integrate recent acquisitions, along with other acquisitions we pursue, and generate synergies and other cost savings
therefrom, while avoiding unexpected costs, charges, expenses, and adverse changes to business relationships and business disruptions; |
| · | the risks
of doing business internationally, including fluctuations in foreign currency exchange rates, impositions of new or increased tariffs
or embargoes, trade restrictions, compliance with foreign laws, and domestic and foreign government policies; and |
| · | risks
and uncertainties relating to the proposed acquisition of Spirit by Boeing (the “Merger”) pursuant to Spirit’s agreement
and plan of merger with Boeing (the “Merger Agreement”) and the transactions contemplated by our term sheet with Airbus SE
(the “Airbus Business Disposition” and, together with the Merger, the “Transactions”), including, among others,
the possibility that we are unable to negotiate and enter into definitive agreements with Airbus SE and its affiliates with respect to
the Airbus Business Disposition; the possible inability of the parties to a Transaction to obtain the required regulatory approvals for
such Transaction and to satisfy the other conditions to the closing of such Transaction (including, in the case of the Merger, approval
of the Merger Agreement by Spirit stockholders) on a timely basis or at all; the possible occurrence of events that may give rise to
a right of one or more of the parties to the Merger Agreement to terminate the Merger Agreement; the risk that the Merger Agreement is
terminated under circumstances requiring us to pay a termination fee; the risk that we are unable to consummate the Transactions on a
timely basis or at all for any reason, including, without limitation, failure to obtain the required regulatory approvals, failure to
obtain Spirit stockholder approval of the Merger Agreement or failure to satisfy other conditions the closing of either of the Transactions;
the potential for the pendency of the Transactions or any failure to consummate the Transactions to adversely affect the market price
of Spirit common stock or our financial performance or business relationships; risks relating to the value of Boeing common stock to
be issued in the Merger; the possibility that the anticipated benefits of the Transactions cannot be realized in full or at all or may
take longer to realize than expected; the possibility that costs or difficulties related to the integration of our operations with those
of Boeing will be greater than expected; risks relating to significant transaction costs; the intended or actual tax treatment of the
Transactions; litigation or other legal or regulatory action relating to the Transactions or otherwise relating to us or other parties
to the Transactions instituted against us or such other parties or Spirit’s or such other parties’ respective directors and
officers and the effect of the outcome of any such litigation or other legal or regulatory action; risks associated with contracts containing
provisions that may be triggered by the Transactions; potential difficulties in retaining and hiring key personnel or arising in connection
with labor disputes during the pendency of or following the Transactions; the risk of other Transaction-related disruptions to our business,
including business plans and operations; the potential for the Transactions to divert the time and attention of management from ongoing
business operations; the potential for contractual restrictions under the agreements relating to the Transactions to adversely affect
our ability to pursue other business opportunities or strategic transactions; and competitors’ responses to the Transactions. |
These factors are not exhaustive, and it is not possible for us to
predict all factors that could cause actual results to differ materially from those reflected in our forward-looking statements. These
factors speak only as of the date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact
our business. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances.
Except to the extent required by law, we undertake no obligation to, and expressly disclaim any 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” in the 2023 Form 10-K and the Company’s subsequent Quarterly Reports on Form 10-Q
for a more complete discussion of these and other factors that may affect our business.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
SPIRIT AEROSYSTEMS HOLDINGS, INC. |
|
|
|
Date:
February 10, 2025 |
By: |
/s/ Irene M. Esteves |
|
|
Irene M. Esteves |
|
|
Executive Vice President
and Chief Financial Officer |
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1364885/000110465925010707/tm255953d1_ex99-1img001.jpg)
Spirit AeroSystems Proprietary Spirit AeroSystems Holdings, Inc. February 10, 2025 Investor Presentation
![](https://www.sec.gov/Archives/edgar/data/1364885/000110465925010707/tm255953d1_ex99-1img002.jpg)
Spirit AeroSystems Proprietary 2 Cautionary Statement About Preliminary Financial Information and Other Forward - Looking Information Cautionary Statement Regarding Forward - Looking Statements This presentation of Spirit AeroSystems Holdings, Inc . (the “Company,” “Spirit,” “we,” “us” or “our”) includes “forward - looking statements” within the meaning of Section 27 A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934 . Forward - looking statements reflect our current expectations or forecasts of future events, and include all statements other than historical fact, including statements regarding preliminary financial results . Forward - looking statements generally can be identified by the use of forward - looking terminology such as “aim,” “anticipate,” “believe,” “could,” “continue,” “designed,” “ensure,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “model,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “preliminary,” “seek,” “should,” “target,” “will,” “would,” and other similar words, or phrases, or the negative thereof, unless the context requires otherwise . These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown, including, but not limited to, those described in the “Risk Factors” sections of the Company’s Annual Report on Form 10 - K for the fiscal year ended December 31 , 2023 , filed with the U . S . Securities and Exchange Commission (the “SEC”) on February 22 , 2024 (the “ 2023 Form 10 - K”) and subsequent Quarterly Reports on Form 10 - Q . 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 . The preliminary financial information and outlook presented in this presentation are estimates based on information available to management as of the date of this presentation, have not been reviewed or audited by our independent registered public accounting firm, and are subject to change . There can be no assurance that our actual results will not differ from the preliminary financial information presented in this presentation . This preliminary financial information should not be viewed as a substitute for full financial statements prepared in accordance with GAAP . Important factors that could cause actual results to differ materially from those reflected in such forward - looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following : • risks and uncertainties related to our preliminary financial results for the three and twelve months ended December 31 , 2024 ; • our ability to satisfy our liquidity needs, the success of our liquidity enhancement plans, operational and efficiency initiatives, our ability to access the capital and credit markets (including as a result of any contractual limitations, including the Merger Agreement, as defined below), the outcomes of active discussions related to the timing or amounts of repayment for certain customer advances and pricing adjustments on certain loss - making programs, and the costs and terms of any additional financing ; • the continued fragility of the global aerospace supply chain including our dependence on our suppliers, as well as the cost and availability of raw materials and purchased components, including increases in energy, freight, and other raw material costs as a result of inflation or continued global inflationary pressures ; • our ability and our suppliers’ ability and willingness to meet stringent delivery (including quality and timeliness) standards and accommodate changes in the build rates or model mix of aircraft under existing contractual commitments, including the ability or willingness to staff appropriately or expend capital for current production volumes and anticipated production volume increases ; • our ability to maintain continuing, uninterrupted production at our manufacturing facilities and our suppliers’ facilities ; • our ability, and our suppliers' ability, to attract and retain the skilled work force necessary for production and development in an extremely competitive market ; • the effect of economic conditions, including increases in interest rates and inflation, on the demand for our and our customers’ products and services, on the industries and markets in which we operate in the U . S . and globally, and on the global aerospace supply chain ; • the general effect of geopolitical conditions, including Russia’s invasion of Ukraine and the resultant sanctions being imposed in response to the conflict, including any trade and transport restrictions ; • the recent outbreak of war in Israel and the Gaza Strip and the potential for expansion of the conflict in the surrounding region, which may impact certain suppliers' ability to continue production or make timely deliveries of supplies required to produce and timely deliver our products, and may result in sanctions being imposed in response to the conflict, including trade and transport restrictions ; • our relationships with the unions representing many of our employees, including our ability to successfully negotiate new agreements, and avoid labor disputes and work stoppages with respect to our union employees ; • the impact of significant health events, such as pandemics, contagions or other public health emergencies (including the COVID - 19 pandemic) or fear of such events, on the demand for our and our customers’ products and services, the industries and the markets in which we operate in the U . S . and globally ; • the timing and conditions surrounding the full worldwide return to service (including receiving the remaining regulatory approvals) of the B 737 MAX, future demand for the aircraft, and any residual impacts of the B 737 MAX grounding on production rates for the aircraft ; • our reliance on The Boeing Company (“Boeing”) and Airbus SE and its affiliates for a significant portion of our revenues ; • the business condition and liquidity of our customers and their ability to satisfy their contractual obligations to the Company ; • the certainty of our backlog, including the ability of customers to cancel or delay orders prior to shipment on short notice, and the potential impact of regulatory approvals of existing and derivative models ; • our ability to accurately estimate and manage performance, cost, margins, and revenue under our contracts, and the potential for additional forward losses on new and maturing programs ; • our accounting estimates for revenue and costs for our contracts and potential changes to those estimates ; • our ability to continue to grow and diversify our business, execute our growth strategy, and secure replacement programs, including our ability to enter into profitable supply arrangements with additional customers ; • the outcome of product warranty or defective product claims and the impact settlement of such claims may have on our accounting assumptions ; • competitive conditions in the markets in which we operate, including in - sourcing by commercial aerospace original equipment manufacturers ; • our ability to successfully negotiate, or re - negotiate, future pricing under our supply agreements with Boeing, Airbus and its affiliates and other customers ; • the possibility that our cash flows may not be adequate for our additional capital needs ;
![](https://www.sec.gov/Archives/edgar/data/1364885/000110465925010707/tm255953d1_ex99-1img003.jpg)
Spirit AeroSystems Proprietary 3 Cautionary Statement About Preliminary Financial Information and Other Forward - Looking Information (cont’d.) Cautionary Statement Regarding Forward - Looking Statements (cont’d.) • any reduction in our credit ratings ; • our ability to avoid or recover from cyber or other security attacks and other operations disruptions ; • legislative or regulatory actions, both domestic and foreign, impacting our operations, including the effect of changes in tax laws and rates and our ability to accurately calculate and estimate the effect of such changes ; • spending by the U . S . and other governments on defense ; • pension plan assumptions and future contributions ; • the effectiveness of our internal control over financial reporting ; • the outcome or impact of ongoing or future litigation, arbitration, claims, and regulatory actions or investigations, including our exposure to potential product liability and warranty claims ; • adequacy of our insurance coverage ; • our ability to continue selling certain receivables through the receivables financing programs ; • our ability to effectively integrate recent acquisitions, along with other acquisitions we pursue, and generate synergies and other cost savings therefrom, while avoiding unexpected costs, charges, expenses, and adverse changes to business relationships and business disruptions ; • the risks of doing business internationally, including fluctuations in foreign currency exchange rates, impositions of new or increased tariffs or embargoes, trade restrictions, compliance with foreign laws, and domestic and foreign government policies ; and • risks and uncertainties relating to the proposed acquisition of Spirit by Boeing (the “Merger”) pursuant to Spirit’s agreement and plan of merger with Boeing (the “Merger Agreement”) and the transactions contemplated by our term sheet with Airbus SE (the “Airbus Business Disposition” and, together with the Merger, the “Transactions”), including, among others, the possibility that we are unable to negotiate and enter into definitive agreements with Airbus SE and its affiliates with respect to the Airbus Business Disposition ; the possible inability of the parties to a Transaction to obtain the required regulatory approvals for such Transaction and to satisfy the other conditions to the closing of such Transaction (including, in the case of the Merger, approval of the Merger Agreement by Spirit stockholders) on a timely basis or at all ; the possible occurrence of events that may give rise to a right of one or more of the parties to the Merger Agreement to terminate the Merger Agreement ; the risk that the Merger Agreement is terminated under circumstances requiring us to pay a termination fee ; the risk that we are unable to consummate the Transactions on a timely basis or at all for any reason, including, without limitation, failure to obtain the required regulatory approvals, failure to obtain Spirit stockholder approval of the Merger Agreement or failure to satisfy other conditions the closing of either of the Transactions ; the potential for the pendency of the Transactions or any failure to consummate the Transactions to adversely affect the market price of Spirit common stock or our financial performance or business relationships ; risks relating to the value of Boeing common stock to be issued in the Merger ; the possibility that the anticipated benefits of the Transactions cannot be realized in full or at all or may take longer to realize than expected ; the possibility that costs or difficulties related to the integration of our operations with those of Boeing will be greater than expected ; risks relating to significant transaction costs ; the intended or actual tax treatment of the Transactions ; litigation or other legal or regulatory action relating to the Transactions or otherwise relating to us or other parties to the Transactions instituted against us or such other parties or Spirit’s or such other parties’ respective directors and officers and the effect of the outcome of any such litigation or other legal or regulatory action ; risks associated with contracts containing provisions that may be triggered by the Transactions ; potential difficulties in retaining and hiring key personnel or arising in connection with labor disputes during the pendency of or following the Transactions ; the risk of other Transaction - related disruptions to our business, including business plans and operations ; the potential for the Transactions to divert the time and attention of management from ongoing business operations ; the potential for contractual restrictions under the agreements relating to the Transactions to adversely affect our ability to pursue other business opportunities or strategic transactions ; and competitors’ responses to the Transactions . These factors are not exhaustive, and it is not possible for us to predict all factors that could cause actual results to dif fer materially from those reflected in our forward - looking statements. These factors speak only as of the date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. As wit h any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. Except to the extent required by law, we undertake no obligation to, and expressly disclaim any ob ligation 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” in the 2023 F orm 10 - K and the Company’s subsequent Quarterly Reports on Form 10 - Q for a more complete discussion of these and other factors that may affect our business. Certain Labor Matters The Airbus Term Sheet provides that no binding agreement has been made with respect to the French aspects of the Airbus Trans act ions (“Airbus French Transactions”). Prior to Spirit and its subsidiaries and Airbus and its affiliates entering into definitive agreements that are applicable to the Airbus French Transactions, Spirit AeroSystems, In c. and Airbus have agreed to comply with their respective information and consultation obligations with applicable employees and employee representatives. The Airbus Term Sheet also provides that the parties will co mplete necessary labor consultations and obtain necessary approvals from applicable unions and works councils in various jurisdictions, as may be legally required.
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Spirit AeroSystems Proprietary 4 Disclaimer The information contained herein (“Information”) is based on information provided by Spirit AeroSystems Holdings, Inc. (“Spir it” or the “Company”). This Information is being furnished on a confidential basis solely for use by the recipient in making its own evaluation of the Company and its business, assets, financial condition and prospects. Th is Information does not purport to contain all of the information that may be required or desired by a recipient to evaluate the Company. In all cases, interested parties should conduct their own independent investi gat ion and analysis of the Company and its business, assets, financial condition and prospects. By accepting this Information, the recipient agrees (in addition to any obligations it may have under any confidentiality agr eem ent) that neither it nor its agents, representatives, directors, officers, affiliates or employees will copy, reproduce or distribute to others this Information, in whole or in part, at any time without the prior written con sen t of the Company and that it will keep permanently confidential all information contained herein not already in the public domain. The recipient should become familiar with this and other obligations to which the recipient is subject pursuant to any confidentiality agreement. Upon request of Morgan Stanley or the Company, the recipient will promptly return all material received from the Company (including this Information) without retai nin g any copies thereof or represent in writing to Morgan Stanley and the Company that you have destroyed all copies of the Information. The financial projections and other estimates contained herein are forward - looking statements with respect to the anticipated performance of the Company and its affiliates. Such financial projections and estimates are as to future events and are not to be viewed as facts, and they reflect various ass umptions of management of the Company concerning the future performance of the Company and are subject to significant business, financial, economic, operating, competitive and other risks and uncertaintie s a nd contingencies (many of which are difficult to predict and beyond the control of the Company) that could cause actual results to differ materially from the statements included herein. In addition, such financia l p rojections and estimates were not prepared with a view to public disclosure or compliance with published guidelines of the U.S. Securities and Exchange Commission, the guidelines established by the American Institut e o f Certified Public Accountants or U.S. generally accepted accounting principles. Accordingly, although the Company's management believes the financial projections and estimates contained herein represent a rea sonable estimate of the Company's projected financial condition and results of operations based on assumptions that the Company’s management believes to be reasonable at the time such estimates are made a nd at the time the related financial projections and estimates are delivered, there can be no assurance as to the reliability or correctness of such financial projections and estimates, nor should any assuranc es be inferred, and actual results may vary materially from those projected. The Company assumes no obligation to update any forward - looking information contained in this presentation. Neither the Company nor any of its affiliates, employees, representatives or advisors assumes any responsibility for, or make s a ny representation or warranty (express or implied) as to, the reasonableness, completeness, accuracy or reliability of the financial projections, estimates and other information contained herein, which s pea k only as of February 10, 2024 identified on the cover page of this presentation. The Company and its affiliates, employees, representatives and advisors expressly disclaim any and all liability based, in whole or in part, on such information, errors therein or omissions therefrom. Neither the Company nor any of its affiliates, employees, representatives or advisors intends to update or otherwise revise the financial project ion s, estimates and other information contained herein to reflect circumstances existing after the date identified on the cover page of this presentation even if any or all of the assumptions, judgments and estimates on whic h t he information contained herein is based are shown to be in error. No fiduciary relationship shall be created between the Company nor any of its affiliates, employees, representatives or advisors, on the one hand, and you , on the other hand, by virtue of this presentation. The Company, its affiliates and Morgan Stanley shall not have any liability arising from the use or misuse of the Information . This presentation includes certain non - GAAP financial information. Because not all companies calculate non - GAAP financial inform ation identically (or at all), the presentations herein may not be comparable to other similarly titled measures used by other companies. Further, such non - GAAP financial information of the Company should not be con sidered a substitute for the information contained in the historical financial information of the Company, if any, prepared in accordance with GAAP included herein. EBITDA, Adjusted EBITDA and Free Cash Flow are a non - GAAP measures. EBITDA is defined as net (loss) income adjusted for nonc ontrolling interest in earnings of subsidiary, equity in net income (loss) of affiliates, income tax (benefit) provision, other (income) expense, net, interest expense and financing fee amortization, dep rec iation and amortization expense. “Adjusted EBITDA” as EBITDA plus or minus certain non - cash items or items that arise from time to time outside the ordinary course of our operations, including (i) employee stock - bas ed compensation expense, (ii) forward - loss charges, (iii) cumulative catch - up adjustments, (iv) loss on disposition of assets, (v) M&A - related expenses, (vi) restructuring costs and (vii) other specified expenses. Manag ement believes that excluding such items provides a better understanding of the underlying trends in the Company’s operating performance and allows more accurate comparisons of the Company’s operating results to hist ori cal performance. The Company considers Adjusted EBITDA to be an important measure used to evaluate operating performance because it eliminates items that may have less bearing on our performance and thu s highlight trends in our core business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, and the measure is frequently used by securities analysts, investors and othe r i nterested parties in the evaluation of companies in the industry, but this figure should not be considered in isolation. Free Cash Flow is defined as GAAP cash provided by (used in) operating activities (also referred to herein as “cash from operations”), less capital expenditures for property, plant and equipment. Management believes Free Cash Flow provides investors with an important perspective on the cash available for stoc kho lders, debt repayments including capital leases, and acquisitions after making the capital investments required to support ongoing business operations and long - term value creation. Free Cash Flow does not repres ent the residual cash flow available for discretionary expenditures as it excludes certain mandatory expenditures. The most comparable GAAP measure is cash provided by (used in) operating activities. Manageme nt uses Free Cash Flow as a measure to assess both business performance and overall liquidity. Special Notice Regarding Material Non Public Information THIS LENDER PRESENTATION MAY CONTAIN MATERIAL NON - PUBLIC INFORMATION CONCERNING THE COMPANY OR ITS SECURITIES. BY ACCEPTING THIS PRIVATE SIDE SUPPLEMENT, THE RECIPIENT AGREES TO USE ANY SUCH INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE POLICIES, CONTRACTUAL OBLIGATIONS AND APPLICAB LE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
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Spirit AeroSystems Proprietary 5 Transaction Overview* ▪ Spirit AeroSystems Holdings, Inc. (“Spirit” or the “Company”) is one of the world's largest non - OEM designers and manufacturers of aerostructures including a wide range of fuselage, propulsion, and wing products ▪ On July 1, 2024, Spirit announced entering into a definitive agreement under which The Boeing Company (“Boeing”) will acquire Spirit for $37.25 per share in Boeing common stock (subject to a collar structure (1) ) – Transaction on - track to close in mid - 2025, subject to closing conditions, including divestiture of certain portions of Spirit’s businesses to Airbus and regulatory approvals – Proposed acquisition was approved by Spirit’s shareholders at the Company’s January 31, 2025 special meeting of stockholders ▪ Preliminary Financial Results: – For the fourth quarter of 2024, Spirit’s Revenue is expected to be $1,662 million, up 13% from the prior quarter, net cash provided by operating activities is expected to be $136 million, a $412 million improvement from the prior quarter, and Free Cash Flow (2) is expected to be $91 million, a $414 million improvement from the prior quarter – For the fiscal year ending 12/31/2024, Spirit’s Revenue is expected to be $6,328 million, Net Loss is expected to be ($2,095) million, and Adjusted EBITDA (2) is expected to be $58 million ▪ Net cash used in operating activities of ($1,121) million and Free Cash Flow (2) usage of ($1,274) million in 2024 have been negatively impacted by disruption from delivery process changes implemented by Spirit’s largest customer, lower than planned 737 production and lack of price increases on other programs – Spirit expects continued operational improvement and higher delivery rates to drive better results in 2025 ▪ During the fourth quarter of 2024, Spirit announced agreements with both Boeing and Airbus, which provided cash funding for use as advance payments in connection with production of Boeing and Airbus programs, respectively. Spirit’s cash balance at the end of the fourth quarter of 2024 is expected to be $537 million – Boeing has also entered into an agreement to postpone repayment on $605 million of advances until April 2026 Notes: 1. Spirit shareholders will receive 0.2500 shares of Boeing common stock for each share of Spirit common stock if the VWAP of Bo ein g common stock over the 15 - trading - day period ending on the second trading day prior to closing (the "Boeing Closing Price") is at or below $149.00 and 0.1800 shares of Boeing common stock for ea ch share of Spirit common stock if the Boeing Closing Price is at or above $206.94 2. Non - GAAP measure. Definitions, reconciliations, and further disclosures regarding this non - GAAP measure are appended to this doc ument * All financial information presented herein is preliminary and subject to change
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Spirit AeroSystems Proprietary 6 Transaction Overview (cont’d.)* ▪ Due to Spirit’s cash flow and liquidity position, management expects to make a going concern disclosure in its 2024 Form 10 - K. The Company anticipates that it will conclude in its 2024 Form 10 - K that there is substantial doubt about its ability to continue as a going concern. Management currently anticipates that this will result in our external auditors including an emphasis - of - matter paragraph in their opinion concurring with management’s conclusions – Spirit’s existing Term Loan B Credit Agreement contains an affirmative covenant requiring the delivery of audited financials with an unqualified audit opinion with respect to status as a going concern. A qualified audit opinion would result in a default in violation of the aforementioned affirmative covenant ▪ Given management’s expectation of substantial doubt to continue as a going concern, Spirit is seeking an amendment to its existing Term Loan B Credit Agreement to remove the requirement that the audited financials be accompanied by an unqualified audit opinion with respect to status as a going concern solely for fiscal year ended December 31, 2024 – Morgan Stanley has consented to a similar amendment under the Company’s existing Bridge Credit Agreement ▪ Consenting lenders will receive a 25 bps fee for their agreement to this amendment ▪ We are requesting lender responses by 5pm ET on February 13, 2025 – Amendment effectiveness is expected thereafter * All financial information presented herein is preliminary and subject to change
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Spirit AeroSystems Proprietary 7 Commercial 78% Defense & Space 15% Aftermarket 7% Aftermarket Defense & Space Commercial One of the Largest Non - OEM Independent Global Commercial Aerostructures Designers and Manufacturers Spirit by the Numbers (Preliminary) Our Segments and Select Programs $47Bn Backlog 9 Global Manufacturing Sites 1,432 Commercial Shipset Deliveries LTM 12/31/2024 $6,328MM LTM 12/31/2024 Revenue Spirit’s FY2024 Revenue by Segment (Preliminary) Airbus A320 Boeing 737 MAX Airbus A220 Boeing 787 Bombardier Global Sikorsky CH - 53K P - 8A, P - 8I B - 21 Inlet Nacelles Fan Cowl Radomes 11 Wholly - owned, JV or Authorized Repair Locations 20,370 Highly Skilled Employees Airbus A350 * All financial information presented herein is preliminary and subject to change Spirit AeroSystems At a Glance*
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Spirit AeroSystems Proprietary 8 Boeing and Spirit Merger Announcement & Key Terms ▪ On July 1, 2024 Spirit announced entering into a definitive agreement under which Boeing will acquire Spirit for $37.25 per share in Boeing common stock (subject to a collar structure (1) ) (the “Merger Agreement”) and simultaneously announced entering into a binding term sheet with Airbus under which Spirit and Airbus agreed to negotiate definitive agreements for Airbus to acquire certain Spirit assets that serve Airbus programs (the “Airbus Term Sheet”) ▪ Upon completion of the merger, subject to the terms and conditions of the Merger Agreement, the Company would become a wholly owned subsidiary of Boeing ▪ Closing of the transaction under the Merger Agreement is expected to occur in mid - 2025, subject to: ‒ Completion of divestitures of certain portions of Spirit’s businesses to Airbus (which the Airbus Term Sheet contemplates would occur substantially simultaneously with the closing under the Merger Agreement), regulatory approvals, and other closing conditions ‒ Proposed acquisition was approved by Spirit’s shareholders at the Company’s January 31, 2025 special meeting of stockholders Rationale & Strategic Highlights ▪ Attractive value in the best interest of Spirit and its shareholders; will also benefit other stakeholders ▪ Enables greater integration of Spirit and Boeing’s manufacturing and engineering capabilities, including continued focus on safety and quality systems ‒ Aligns commercial production systems and optimizes resources to meet long - term demand ‒ Leverages Boeing enterprise engineering and manufacturing capabilities ‒ Maintains continuity for key U.S. defense and national security programs ‒ Supports supply chain stability and critical manufacturing workforce ▪ Brings certain programs under Airbus ownership which will achieve greater integration and alignment of critical production elements on core Airbus programs Note: 1. Spirit shareholders will receive 0.2500 shares of Boeing common stock for each share of Spirit common stock if the VWAP of Bo ein g common stock over the 15 - trading - day period ending on the second trading day prior to closing (the "Boeing Closing Price") is at or below $149.00 and 0.1800 shares of Boeing common st ock for each share of Spirit common stock if the Boeing Closing Price is at or above $206.94
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Spirit AeroSystems Proprietary 9 St Nazaire A350 S15 Prestwick A320 A350 FLE 767 FLE Malaysia 737 / 787 A220 / A320 / A350 Belfast A220 Wing A220 Mid Fuse RBJ / MRO Morocco A320 / A350 RBJ Dallas Boeing / Defense MRO Tulsa 737 Detail Parts 787 Movable LE Kinston A350 S15 Wichita A220 Pylon BRJ Boeing /Defense Boeing and Spirit Merger – Airbus Term Sheet Spirit Site Footprint Airbus Term Sheet Overview ▪ The binding term sheet contemplates that Airbus would acquire certain Spirit assets that serve Airbus programs, excluding any portions to be acquired by third parties ▪ Includes Spirit assets that serve Airbus programs in Belfast, Northern Ireland (A220 assets); Casablanca, Morocco; Kinston, North Carolina; St. Nazaire, France ▪ Terms set forth require payment in full by Spirit to Airbus of $559 million, subject to certain adjustments, plus any loans, advance payments, similar arrangements and undisputed liquidated damages ▪ Subject to downward adjustment if the acquisition includes certain of Spirit’s operations in Prestwick, Scotland, and Subang, Malaysia ▪ Completion of divestiture of certain Spirit businesses to Airbus is contemplated by the Airbus Term Sheet to occur substantially concurrently with the closing under the Merger Agreement ▪ Closing conditioned upon the receipt of applicable governmental and regulatory consents, approvals and clearances Divestitures Update: Parties continue to negotiate definitive agreements on timeline that supports close of broader transaction by mid - 2025. Potential divestitures to others are not required to close Airbus Term Sheet Potential Divestitures to Others Boeing and Spirit Merger
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Spirit AeroSystems Proprietary 10 Boeing and Spirit Merger – Other Updates HSR Act Process ▪ In August 2024, Spirit received a request for additional information (“second request”) from the FTC as part of the regulatory review process ‒ Extends waiting period imposed by the Hart - Scott - Rodino Antitrust Improvements Act of 1976, as amended, until 30 days after Spirit and Boeing have substantially complied with requests or the waiting period is terminated Shareholder Approval ▪ Proposed acquisition was approved by Spirit’s shareholders at the Company’s January 31, 2025 special meeting of stockholders ‒ Over 99% of votes supported the merger agreement ▪ In January 2025, Spirit closed the sale of Fiber Materials, Inc to Tex - Tech Industries, Inc. for $165MM in cash ▪ Spirit may complete other potential divestitures to others, announced in conjunction with merger agreement, including (i) Belfast, Northern Ireland (non - Airbus operations) (ii) Prestwick, Scotland (iii) Subang, Malaysia, but these are not required to close before the merger Potential Divestitures to Others Closing and Other Approvals ▪ Transaction is expected to close in mid - 2025, subject to completion of divestitures of certain portions of Spirit’s businesses to Airbus and other closing conditions, including receipt of regulatory approvals
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Spirit AeroSystems Proprietary 11 Recent Business Performance* 1,471 1,662 Q3 2024 Q4 2024 Revenue (Preliminary) ▪ Increase in revenue vs. Q3 2024 across all segments (Commercial, Aftermarket, and Defense and Space) ▪ Net cash provided by operating activities and Free Cash Flow (1) improved vs. Q3 2024, largely driven by higher Boeing 737 deliveries and lower working capital ▪ Overall deliveries up quarter - over - quarter with 457 units in Q4 2024 and 332 Q3 2024 ‒ 133 B737 shipsets delivered in Q4 2024 compared to 64 in Q3 2024 ‒ 181 A320 shipsets delivered in Q4 2024 compared to 135 in Q3 2024 ‒ 26 A220 shipsets delivered in Q4 2024 compared to 19 in Q3 2024 ‒ 19 B787 shipsets delivered in Q4 2024 compared to 9 in Q3 2024 ▪ Forward loss charges of $401MM primarily related to Boeing 787, Airbus A220, and Airbus A350 programs as well as $6MM of unfavorable cumulative catch - up adjustments ▪ Backlog nearly flat at $47 billion in Q4, reflecting demand for critical work packages for all Boeing, Airbus commercial plat for ms (323) 91 Q3 2024 Q4 2024 Free Cash Flow (1) (Preliminary) $MM $MM Note: 1. Non - GAAP measures. Definitions, reconciliations, and further disclosures regarding this non - GAAP measure are appended to this do cument * All financial information presented herein is preliminary and subject to change (276) 136 Q3 2024 Q4 2024 Net Cash Provided by Operating Activities (Preliminary) $MM
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Spirit AeroSystems Proprietary 12 218 136 (46) 229 537 0 100 200 300 400 500 600 700 800 900 1,000 Q3 2024 Quarter End Cash CFO Capex Customer Financing Net of Repayments and Other Financing Q4 2024 Quarter End Cash Cash Flow Update & Outlook ▪ Spirit has total liquidity of ~$890 million ‒ In January 2025, Spirit closed the sale of Fiber Materials, Inc to Tex - Tech Industries, Inc. for ~$165 million in cash ‒ Boeing has agreed to provide advance payments of up to $350 million, of which $150 million remains available as of Q4 2024 ‒ Similarly, Airbus has agreed to provide a non - interest bearing line of credit up to $107 million, which will be used for advance payments in connection with production of Airbus programs, of which $37 million remains available as of Q4 2024 ▪ Spirit may receive cash proceeds from other contemplated potential divestitures to others, announced in conjunction with merger agreement, including (i) Belfast, Northern Ireland (non - Airbus operations) (ii) Prestwick, Scotland (iii) Subang, Malaysia ▪ Future Free Cash Flow (1)(3) usage through Q2 2025 is expected to be $650 million – $700 million (includes Q1'25 and Q2‘25) and excludes any proceeds from future potential divestitures to others Free Cash Flow Update and Outlook* Q4 2024 Free Cash Flows and Liquidity Bridge (1)(2) (Preliminary) Notes: 1. Non - GAAP measures. Definitions, reconciliations, and further disclosures regarding this non - GAAP measure are appended to this do cument 2. Cash balance excludes restricted cash 3. Outlook is for illustrative purposes only and is based on a number of assumptions, some of which are beyond the Company’s con tro l. Actual results could differ from the Company’s expectations and such differences could be material 4. Customer financing includes draws on Boeing advance payments and advance payments under Airbus line of credit; also includes oth er financing cash flows and effect of exchange rate changes on cash $MM (4) ~$890MM Total Liquidity + Potential Additional Proceeds from Asset Sales ~165 (Q1 ‘25 Proceeds from FMI Sale) 187 ( Committed Customer Credit) * All financial information presented herein is preliminary and subject to change
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Supplemental Materials Appendix
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Spirit AeroSystems Proprietary 14 FY2024 (Unaudited) Net loss attributable to common shareholders (2,095) Noncontrolling interest in earnings of subsidiary 1 Equity in net loss of affiliates (0) Income tax (benefit) provision (3) Other (income), expense, net 2 Interest expense and financing fee amortization 354 Operating loss (1,741) Depreciation and amortization expense 305 Amortization expense 1 EBITDA (1,435) Employee stock based compensation 36 Forward-loss charges 1,328 Cumulative catch-up adjustments 59 Loss on disposition of assets 4 M&A-related expenses 66 Restructuring costs 1 Adjusted EBITDA 58 Adjusted EBITDA Reconciliation* * All financial information presented herein is preliminary and subject to change
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Spirit AeroSystems Proprietary 15 3rd Quarter Nine Months ($ in millions, Unaudited) 2024 2023 2024 2023 Cash from Operations ($276) ($111) ($1,258) ($340) Capital Expenditures (47) (25) (107) (77) Free Cash Flow (323) (136) (1,364) (416) 4th Quarter FY ($ in millions, Unaudited) 2024 2023 2024 2023 Cash from Operations $136 $113 ($1,121) ($226) Capital Expenditures (46) (72) (153) (148) Free Cash Flow 91 42 (1,274) (374) Free Cash Flow Reconciliation* * All financial information presented herein is preliminary and subject to change
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Spirit AeroSystems Proprietary 16 Projected Free Cash Flow FY2025 Q1 Q2 Cash From Operations ~($550) - ($600) Capital Expense ~(100) Free Cash Flow ~($650) - ($700) Projected Free Cash Flow Reconciliation Note: 1. Outlook is for illustrative purposes only and is based on a number of assumptions, some of which are beyond the Company’s con tro l. Actual results could differ from the Company’s expectations and such differences could be material (1)
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