Boeing is set to gain EU antitrust approval for its $4.7 billion acquisition of Spirit AeroSystems , with remedies to address EU concerns expected to include sales of some of the latter's businesses, ... ...

Core Viewpoint - Boeing is seeking remedies to obtain European Union approval for the acquisition of Spirit AeroSystems, the largest standalone aerostructures company in the world [1] Group 1 - Boeing's efforts are aimed at addressing regulatory concerns from the European Commission regarding the acquisition [1] - The acquisition of Spirit AeroSystems is significant for Boeing as it enhances its capabilities in aerostructures [1] - The deal reflects Boeing's strategy to consolidate its supply chain and strengthen its position in the aerospace industry [1]

The violations included interference with safety officials’ independence and “hundreds of quality system violations” at Boeing’s factory and at Spirit AeroSystems' plant, the FAA said in a statement https://t.co/DVtLCH36kZ ...

Core Viewpoint - Spirit Airlines has filed for Chapter 11 bankruptcy again after a failed reorganization, aiming to ensure long-term success and continue serving customers [1][4][11] Group 1: Bankruptcy and Restructuring - The airline's President and CEO, Dave Davis, stated that the restructuring process is necessary for the company's long-term success [1][4] - Spirit Airlines first filed for bankruptcy in November after unsuccessful merger attempts with Frontier and JetBlue [1][4] - The company plans to sell planes and cut jobs as part of its restructuring efforts [9][11] Group 2: Market Conditions and Competition - Spirit Airlines has struggled to compete with major airlines that offer more services and fly to more destinations [4][5] - The airline is facing adverse market conditions, including weak demand for domestic leisure travel and a challenging pricing environment [10][11] - The company has attempted to rebrand itself as a more premium airline but has faced challenges due to budget cuts and economic uncertainty [5][10] Group 3: Customer Assurance - Spirit Airlines assured customers that operations would continue normally during the bankruptcy process, and tickets, credits, and loyalty points would remain valid [4][11] - The airline emphasized its commitment to providing safe journeys and excellent service despite the ongoing challenges [4][7]

Core Viewpoint - Boeing (BA.US) is seeking EU approval for a $4.7 billion acquisition of Spirit AeroSystems (SPR.US), the largest independent aerospace structures manufacturer [1] Group 1: Acquisition Details - Boeing announced the agreement to repurchase Spirit AeroSystems in July of last year for a stock transaction valued at $4.7 billion [1] - Airbus (EADSY.US) is set to take over the loss-making business primarily focused on European operations from Spirit AeroSystems [1] Group 2: Regulatory Approvals - The European Commission is expected to make a decision on the transaction by September 30 [1] - The UK competition regulator has assessed the deal and determined that no in-depth investigation into potential anti-competitive issues is necessary, subsequently issuing an approval document for the acquisition [1]

Core Viewpoint - Spirit AeroSystems Holdings, Inc. has entered into a purchase agreement to sell its facility and businesses in Subang, Malaysia to Composites Technology Research Malaysia Sdn Bhd for $95.2 million, with the transaction expected to close in Q4 2025, pending regulatory approvals [1]. Group 1: Transaction Details - The sale price for the Subang facility is $95,200,000, subject to customary adjustments [1]. - The transaction is part of a broader strategy following a merger agreement with Boeing and a definitive agreement with Airbus [1]. - The closing of the transaction is anticipated in the fourth quarter of 2025, contingent on regulatory approvals and other closing conditions [1]. Group 2: Business Operations - The Subang facility is a significant engineering and manufacturing operation, covering 45 acres with a 400,000 square-foot manufacturing footprint and employing over 1,000 staff [2]. - The facility specializes in aerostructures assembly and services, providing an integrated supply chain with access to regional material sourcing and skilled labor [2]. Group 3: Supplier Relationships - Following the acquisition, CTRM will become a key supplier for Airbus's A220, A320, and A350 programs, as well as for Boeing's 737 and 787 programs [3]. - This acquisition is expected to strengthen the supply chain for both Airbus and Boeing, enhancing their production capabilities [3]. Group 4: Company Background - Spirit AeroSystems is one of the largest manufacturers of aerostructures for commercial and defense aircraft, with expertise in aluminum and advanced composite manufacturing [4]. - The company operates globally with facilities in the U.S., U.K., France, Malaysia, and Morocco, focusing on innovative and reliable supply solutions for military and commercial aerospace [4]. Group 5: CTRM Overview - Composites Technology Research Malaysia is recognized as a Tier 2 advanced aerospace composite supplier, specializing in the development and production of composite sub-assemblies for Tier 1 global aerospace suppliers [5]. - CTRM's expertise includes designing and manufacturing composite components for both aerospace and non-aerospace applications, along with offering support services such as testing and supplier management [5].

Group 1 - Boeing has received approval from the UK antitrust regulator for its $4.7 billion acquisition of Spirit AeroSystems, with no further investigation required [1] - The acquisition is a stock transaction valued at $4.7 billion, with a total deal value of $8.3 billion including net debt [1] - The acquisition is expected to be completed by the fourth quarter of 2025, allowing the two companies to reunite after Spirit AeroSystems was previously spun off to cut costs [1] Group 2 - As part of the transaction, Airbus, Boeing's main competitor, will take over a portion of Spirit AeroSystems' business that produces components for European aircraft manufacturers [2]

Spirit Aerosystems (SPR) came out with a quarterly loss of $3.34 per share versus the Zacks Consensus Estimate of a loss of $0.52. This compares to a loss of $2.73 per share a year ago. These figures are adjusted for non-recurring items. This quarterly report represents an earnings surprise of -542.31%. A quarter ago, it was expected that this aircraft parts maker would post a loss of $1.14 per share when it actually produced a loss of $4.25, delivering a surprise of -272.81%. Over the last four quarters, t ...

[Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) This section summarizes Spirit AeroSystems' Q2 2025 financial performance, including revenues, earnings, and cash flow [Summary of Key Financial Metrics](index=1&type=section&id=Summary%20of%20Key%20Financial%20Metrics) Spirit AeroSystems reported Q2 2025 revenues of $1.6 billion, an EPS of $(5.36), and cash used in operations of $144 million, with free cash flow usage of $190 million Key Financial Metrics - Q2 2025 | Metric | Q2 2025 | | :--- | :--- | | Revenues | $1.6 billion | | EPS | $(5.36) | | Adjusted EPS* | $(3.34) | | Cash used in operations | $144 million | | Free cash flow* usage | $190 million | [Revenue Performance](index=1&type=section&id=Revenue) Spirit's Q2 2025 revenue increased year-over-year, primarily driven by higher production activity on most Boeing programs, especially the 737 and 787 - Q2 2025 revenue increased from Q2 2024 due to higher production activity on most Boeing programs, particularly the Boeing 737 and 787 programs[2](index=2&type=chunk) - Boeing 737 deliveries were significantly higher year-over-year, compensating for delays in H1 2024 caused by a joint product verification process[2](index=2&type=chunk) [Earnings Performance](index=1&type=section&id=Earnings) Operating loss in Q2 2025 rose significantly, primarily from business dispositions and program-related losses - Operating loss in Q2 2025 increased compared to Q2 2024, primarily due to a **$133 million loss** on dispositions of businesses related to the planned transfer of certain assets and sites to Airbus[4](index=4&type=chunk) Impact of Losses and Adjustments on Earnings | Item | Q2 2025 Impact | Primary Drivers | | :--- | :--- | :--- | | Net forward losses | $219 million | Airbus A220 ($100M), Airbus A350 ($58M), Boeing 787 ($38M) due to foreign exchange, production performance, supply chain cost growth (including tariffs on B787) | | Unfavorable cumulative catch-up adjustments | $20 million | Increased production costs on Boeing 737 program (including tariffs) | | Excess capacity costs | $44 million | - | Earnings Per Share Comparison | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | EPS | $(5.36) | $(3.56) | (51%) | | Adjusted EPS* | $(3.34) | $(2.73) | (22%) | [Cash and Liquidity](index=2&type=section&id=Cash) Q2 2025 cash from operations and free cash flow improved, driven by working capital timing and higher Boeing 737 deliveries - Cash from operations and free cash flow improved in Q2 2025 compared to Q2 2024, largely due to the timing of working capital driven by higher Boeing 737 deliveries[8](index=8&type=chunk) Cash Flow and Free Cash Flow Comparison | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Cash used in operations | ($144) million | ($566) million | 75% improvement | | Free cash flow* usage | ($190) million | ($597) million | 68% improvement | - The Company's cash balance at the end of Q2 2025 was **$370 million**[8](index=8&type=chunk) [Operational and Strategic Developments](index=1&type=section&id=Operational%20and%20Strategic%20Developments) This section details Spirit AeroSystems' backlog, liquidity challenges, the pending Boeing acquisition, and recent subsequent events [Backlog](index=1&type=section&id=Backlog) Spirit AeroSystems' backlog stood at approximately $51 billion at the end of Q2 2025, encompassing work packages across all commercial platforms - Spirit's backlog at the end of Q2 2025 was approximately **$51 billion**, including work packages on all commercial platforms in the Airbus and Boeing backlog[3](index=3&type=chunk) [Liquidity Management and Going Concern](index=2&type=section&id=Liquidity%20Management%20and%20Going%20Concern) Significant reductions in projected revenue and cash flows have created substantial doubt about the Company's ability to continue as a going concern - Significant reductions in projected revenue and cash flows over the next twelve months resulted from production and delivery process changes by Boeing, lower 737 production rates, and the lack of price increases on Airbus programs[9](index=9&type=chunk) - The Company expects to continue generating operating losses for the foreseeable future and will need to obtain additional funding to sustain operations[9](index=9&type=chunk) - Management's liquidity improvement plan depends on customer advances, forecasted 737 deliveries, divestiture proceeds, and the outcome of merger transactions, but there is no assurance these plans will sufficiently improve liquidity, leading to substantial doubt about the Company's ability to continue as a going concern[10](index=10&type=chunk)[11](index=11&type=chunk) [Pending Boeing Acquisition of Spirit AeroSystems](index=3&type=section&id=Pending%20Boeing%20Acquisition%20of%20Spirit%20AeroSystems%20Update) Spirit AeroSystems entered a Merger Agreement with Boeing, expecting to close in Q4 2025, subject to divestitures and regulatory approvals - Spirit AeroSystems entered into a Merger Agreement with The Boeing Company on June 30, 2024, with the Company expected to become a wholly owned subsidiary of Boeing upon completion[12](index=12&type=chunk) - The closing of the transaction is anticipated in Q4 2025, subject to the divestiture of certain Airbus-related businesses and regulatory approvals[12](index=12&type=chunk) - Both Spirit and Boeing received a second request for additional information from the Federal Trade Commission as part of the regulatory review process[12](index=12&type=chunk) [Subsequent Events](index=3&type=section&id=Subsequent%20Events) This section outlines recent legislative, contractual, and legal developments impacting Spirit AeroSystems [One Big Beautiful Bill Act (OBBBA)](index=3&type=section&id=One%20Big%20Beautiful%20Bill%20Act) The OBBBA, signed into law on July 4, 2025, includes business tax reform provisions, but Spirit does not expect a material financial impact in 2025 - The One Big Beautiful Bill Act (OBBBA), signed into law on July 4, 2025, includes business tax reform provisions such as enhanced deductibility of bonus depreciation, domestic research costs, and interest expense[13](index=13&type=chunk) - Spirit does not expect the OBBBA to have a material impact on its financial statements or cash taxes in 2025[13](index=13&type=chunk) [Airbus Memorandum of Agreement (MoA)](index=3&type=section&id=Airbus%20MoA) Spirit entered an amended MoA with Airbus on July 11, 2025, securing an additional $94 million support package exclusively for Airbus programs - On July 11, 2025, Spirit entered into an amended MoA with Airbus S.A.S., securing an additional **$94 million support package**, bringing the total to **$152 million**, to be used solely for Airbus programs[14](index=14&type=chunk) - Assets purchased with this financial support will be directly or indirectly assumed by Airbus S.A.S. or its affiliates upon the close of the transactions contemplated by the April 27, 2025 Stock and Asset Purchase Agreement[14](index=14&type=chunk)[15](index=15&type=chunk) [Former CEO Litigation](index=4&type=section&id=Former%20CEO%20Litigation) Spirit AeroSystems successfully concluded litigation with its former CEO, Larry Lawson, leading to the reversal of approximately $48 million in accrued liabilities - Spirit AeroSystems successfully concluded litigation with its former CEO, Larry Lawson, over a disputed restrictive covenant, with the Appellate Court affirming the District Court's judgment in Spirit's favor on April 25, 2025[16](index=16&type=chunk) - As a result of the litigation's conclusion, the Company will reverse accrued liabilities of approximately **$48 million** in Q3 2025[16](index=16&type=chunk) [Segment Performance](index=4&type=section&id=Segment%20Results) This section analyzes the financial performance of Spirit AeroSystems' Commercial, Defense & Space, and Aftermarket segments [Commercial Segment](index=4&type=section&id=Commercial) The Commercial segment's Q2 2025 revenue increased due to higher production on Boeing and Airbus programs, with improved operating margin - Commercial segment revenue in Q2 2025 increased from the prior year, primarily due to higher production activity on most Boeing and Airbus programs[17](index=17&type=chunk) - Operating margin for the Commercial segment increased in Q2 2025 compared to Q2 2024, primarily driven by lower changes in estimate charges[17](index=17&type=chunk) Commercial Segment Financials | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $1,266.3 million | $1,166.4 million | 8.6% | | Operating Loss | ($234.3) million | ($270.5) million | 13.4% improvement | | Operating Loss as % of Revenues | (18.5%) | (23.2%) | 470 BPS improvement | | Net forward losses | $212 million | $212 million | 0% | | Unfavorable cumulative catch-up adjustments | $11 million | $49 million | 77.6% decrease | | Excess capacity costs | $35 million | $44 million | 20.5% decrease | [Defense & Space Segment](index=4&type=section&id=Defense%20%26%2

Financial Performance - Spirit AeroSystems reported second quarter 2025 revenue of $1.635 billion, a 10% increase from $1.492 billion in the same period of 2024 [23] - The operating loss for the second quarter of 2025 was $481 million, compared to a loss of $331 million in the same period of 2024, representing a 45% increase in losses [23] - The net loss for the second quarter of 2025 was $631 million, a 52% increase from $415 million in the second quarter of 2024 [23] Earnings and Cash Flow - The second quarter 2025 EPS was $(5.36), compared to $(3.56) in the same period of 2024, indicating a 51% decline [6][23] - Cash used in operations improved to $144 million in the second quarter of 2025 from $566 million in the same period of 2024, a 75% improvement [23] - Free cash flow usage decreased to $190 million in the second quarter of 2025 from $597 million in the same period of 2024, a 68% improvement [23] Backlog and Deliveries - Spirit's backlog at the end of the second quarter of 2025 was approximately $51 billion, encompassing work packages on all commercial platforms in the Airbus and Boeing backlog [3] - Total deliveries in the second quarter of 2025 increased significantly, with Boeing 737 deliveries rising to 113 from 27 year-over-year [24] Segment Performance - The Commercial segment revenue increased to $1.266 billion in the second quarter of 2025, up 8.6% from $1.166 billion in the same period of 2024 [23] - The Defense & Space segment revenue rose to $266 million, an 18.5% increase from $224 million in the second quarter of 2024 [23] - The Aftermarket segment revenue increased slightly to $102.8 million, up 1.7% from $101.1 million in the same period of 2024 [23] Strategic Developments - The company entered into a merger agreement with Boeing, expected to close in the fourth quarter of 2025, subject to regulatory approvals and other conditions [10] - Spirit has received a request for additional information from the Federal Trade Commission as part of the regulatory review process for the merger [10] Recent Legislation Impact - The One Big Beautiful Bill Act (OBBBA) signed into law on July 4, 2025, includes business tax reform provisions, but is not expected to have a material impact on Spirit's financial statements or cash taxes in 2025 [12]