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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 2, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33160

Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware						20-2436320
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3801 South Oliver

Wichita, Kansas 67210

(Address of principal executive offices and zip code)

(316) 526-9000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each 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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of October 17, 2025, the registrant had 117,523,217 shares of Class A Common Stock, par value $0.01 per share, outstanding.

Table of Contents

TABLE OF CONTENTS


	PART I — FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements (unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	73
Item 4.	Controls and Procedures	73


PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	74
Item 1A.	Risk Factors	74
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	74
Item 5.	Other Information	75
Item 6.	Exhibits	75
Signatures		77

Table of Contents

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Spirit AeroSystems Holdings, Inc.

Condensed Consolidated Statements of Operations

(unaudited)


	For the Three Months Ended				For the Nine Months Ended
	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
	($ in millions, except per share data)
Net revenues	$	1,585.4	$	1,470.6	$	4,742.3	$	4,665.3
Operating costs and expenses
Cost of sales	2,205.0		1,716.6		6,054.4		5,580.3
Selling, general and administrative	40.5		93.8		239.6		258.9
Restructuring costs	—		(0.1)		—		0.7
Research and development	9.3		10.4		36.0		34.4
(Gain) loss on dispositions of businesses, net	(22.9)		—		26.6		—
Total operating costs and expenses	2,231.9		1,820.7		6,356.6		5,874.3
Operating loss	(646.5)		(350.1)		(1,614.3)		(1,209.0)
Interest expense and financing fee amortization	(94.5)		(90.8)		(293.4)		(253.3)
Other income (expense), net	14.3		(33.0)		(29.9)		(30.3)
Loss before income taxes and equity in net income (loss) of affiliates	(726.7)		(473.9)		(1,937.6)		(1,492.6)
Income tax benefit (provision)	2.6		(2.8)		(29.7)		(15.9)
Loss before equity in net income (loss) of affiliates	(724.1)		(476.7)		(1,967.3)		(1,508.5)
Equity in net income (loss) of affiliates	0.1		0.1		(0.2)		0.2
Net loss	(724.0)		(476.6)		(1,967.5)		(1,508.3)
Less noncontrolling interest in earnings of subsidiary	(0.3)		(0.3)		(0.7)		(0.6)
Net loss attributable to common shareholders	$	(724.3)	$	(476.9)	$	(1,968.2)	$	(1,508.9)
Loss per share
Basic	$	(6.16)	$	(4.07)	$	(16.75)	$	(12.93)
Diluted	$	(6.16)	$	(4.07)	$	(16.75)	$	(12.93)

See notes to condensed consolidated financial statements (unaudited)

Table of Contents

Spirit AeroSystems Holdings, Inc.

Condensed Consolidated Statements of Comprehensive (Loss) Income

(unaudited)


	For the Three Months Ended				For the Nine Months Ended
	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
	($ in millions)
Net loss	$	(724.0)	$	(476.6)	$	(1,967.5)	$	(1,508.3)
Changes in other comprehensive loss, net of tax:

Pension, SERP, and retiree medical adjustments, net of tax effect of $0.7 and $3.9 for the three months ended, respectively, and ($0.1) and $4.1 for the nine months ended, respectively.	0.2		4.8		1.9		4.9
Unrealized foreign exchange gain (loss) on intercompany loan, net of tax effect of $0.3 and ($1.1) for the three months ended, respectively, and ($1.3) and ($1.0) for the nine months ended, respectively.	(0.7)		2.3		2.7		2.0
Unrealized gain (loss) on cash flow hedges, net of tax effect of $0.0 and $0.1 for the three months ended, respectively, and $0.2 and $0.3 for the nine months ended, respectively.	—		2.6		—		1.9
Reclassification of (gain) loss on cash flow hedges to earnings, net of tax effect of $0.0 and $0.0 for the three months ended, respectively, and $0.0 and $0.0 for the nine months ended, respectively.	—		(3.0)		(0.7)		(2.9)
Foreign currency translation adjustments	(9.0)		37.1		42.0		32.6
Total other comprehensive gain (loss), net of tax	(9.5)		43.8		45.9		38.5
Less comprehensive loss attributable to noncontrolling interest	(0.3)		(0.3)		(0.7)		(0.6)
Total comprehensive loss	$	(733.8)	$	(433.1)	$	(1,922.3)	$	(1,470.4)

See notes to condensed consolidated financial statements (unaudited)

Table of Contents

Spirit AeroSystems Holdings, Inc.

Condensed Consolidated Balance Sheets

(unaudited)


	October 2, 2025		December 31, 2024
	($ in millions)
Assets
Cash and cash equivalents	$	299.0	$	537.0

Accounts receivable, net	323.6		395.3
Contract assets, short-term	476.4		777.9
Inventory, net	1,213.9		1,891.7
Assets of businesses held for sale	1,376.5		100.6
Other current assets	36.0		58.0
Total current assets	3,725.4		3,760.5
Property, plant and equipment, net	1,427.2		1,947.9
Right of use assets	63.5		79.0

Pension assets	60.7		49.4
Restricted plan assets	6.4		41.2
Deferred income taxes	—		0.1
Goodwill	624.0		630.0
Intangible assets, net	117.5		149.5
Other assets	80.2		105.2
Total assets	$	6,104.9	$	6,762.8
Liabilities
Accounts payable	$	899.5	$	1,041.1
Accrued expenses	453.8		453.3
Profit sharing	49.9		59.0
Current portion of long-term debt	690.9		424.5
Operating lease liabilities, short-term	8.2		10.0
Advance payments, short-term	99.8		158.1
Contract liabilities, short-term	134.5		270.3
Forward loss provision, short-term	407.4		471.5
Deferred revenue and other deferred credits, short-term	11.8		75.4
Customer financing, short-term	746.7		532.0
Liabilities of businesses held for sale	1,902.4		18.8
Other current liabilities	55.3		53.4
Total current liabilities	5,460.2		3,567.4
Long-term debt	3,647.7		3,969.7
Operating lease liabilities, long-term	58.9		69.8
Advance payments, long-term	143.3		181.0
Pension/OPEB obligation	22.4		24.9
Contract liabilities, long-term	153.8		177.4
Forward loss provision, long-term	537.2		799.8
Deferred revenue and other deferred credits, long-term	11.0		46.7
Deferred grant income liability - non-current	6.3		25.1
Deferred income taxes	3.8		7.8
Customer financing, long-term	336.9		372.0
Other non-current liabilities	241.5		137.2
Stockholders’ Equity (Deficit)
Common Stock, Class A par value $0.01, 200,000,000 shares authorized, 117,512,855 and 117,266,121 shares issued and outstanding, respectively	1.2		1.2
Additional paid-in capital	1,477.1		1,457.6
Accumulated other comprehensive loss	(54.2)		(100.1)
Retained earnings (deficit)	(3,491.7)		(1,523.5)
Treasury stock, at cost (41,587,480 shares each period, respectively)	(2,456.7)		(2,456.7)
Total stockholders’ equity (deficit)	(4,524.3)		(2,621.5)
Noncontrolling interest	6.2		5.5
Total equity (deficit)	(4,518.1)		(2,616.0)
Total liabilities and equity	$	6,104.9	$	6,762.8

See notes to condensed consolidated financial statements (unaudited)

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Spirit AeroSystems Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)

(unaudited)


	Common Stock			Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings (Deficit)		Noncontrolling Interest

	Shares	Amount												Total
	($ in millions, except share data)
Balance — December 31, 2024	117,266,121	$	1.2	$	1,457.6	$	(2,456.7)	$	(100.1)	$	(1,523.5)	$	5.5	$	(2,616.0)
Net loss	—	—		—		—		—		(1,243.9)		—		(1,243.9)



Employee equity awards	192,113	—		15.8		—		—		—		—		15.8

Net shares settled	(41,505)	—		(1.4)		—		—		—		—		(1.4)
ESPP shares issued	9	—		—		—		—		—		—		—

Other	—	—		—		—		—		—		0.4		0.4
Other comprehensive gain	—	—		—		—		55.4		—		—		55.4
Balance — July 3, 2025	117,416,738	$	1.2	$	1,472.0	$	(2,456.7)	$	(44.7)	$	(2,767.4)	$	5.9	$	(3,789.7)
Net loss	—	—		—		—		—		(724.3)		—		(724.3)


Employee equity awards	162,810	—		5.3		—		—		—		—		5.3

Net shares settled	(66,693)	—		(0.2)		—		—		—		—		(0.2)



Other	—	—		—		—		—		—		0.3		0.3
Other comprehensive loss	—	—		—		—		(9.5)		—		—		(9.5)
Balance — October 2, 2025	117,512,855	$	1.2	$	1,477.1	$	(2,456.7)	$	(54.2)	$	(3,491.7)	$	6.2	$	(4,518.1)


	Common Stock			Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings (Deficit)		Noncontrolling Interest

	Shares	Amount												Total
	($ in millions, except share data)
Balance — December 31, 2023	116,054,291	$	1.2	$	1,429.1	$	(2,456.7)	$	(89.6)	$	616.3	$	3.8	$	(495.9)
Net loss	—	—		—		—		—		(1,032.0)		—		(1,032.0)


Stock-based compensation - ESPP	—	—		1.2		—		—		—		—		1.2
Employee equity awards	468,567	—		19.5		—		—		—		—		19.5

Net shares settled	(175,455)	—		(5.1)		—		—		—		—		(5.1)
ESPP shares issued	271,746	—		3.8		—		—		—		—		3.8

Other	—	—		—		—		—		—		0.3		0.3

Other comprehensive gain	—	—		—		—		(5.3)		—		—		(5.3)
Balance — June 27, 2024	116,619,149	$	1.2	$	1,448.5	$	(2,456.7)	$	(94.9)	$	(415.7)	$	4.1	$	(1,513.5)
Net loss	—	—		—		—		—		(476.9)		—		(476.9)

Stock-based compensation - ESPP	—	—		0.8		—		—		—		—		0.8
Employee equity awards	18,648	—		9.3		—		—		—		—		9.3

Net shares settled	(6,342)	—		(0.3)		—		—		—		—		(0.3)



Other	—	—		—		—		—		—		0.3		0.3
Other comprehensive loss	—	—		—		—		43.8		—		—		43.8
Balance — September 26, 2024	116,631,455	$	1.2	$	1,458.3	$	(2,456.7)	$	(51.1)	$	(892.6)	$	4.4	$	(1,936.5)

(a) Cash dividends declared per common share were $0.00 and $0.00 for the three and nine months ended October 2, 2025 and September 26, 2024, respectively.

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Spirit AeroSystems Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)


	For the Nine Months Ended
	October 2, 2025		September 26, 2024
Operating activities	($ in millions)
Net loss	$	(1,967.5)	$	(1,508.3)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	188.5		232.9
Amortization of deferred financing fees	14.6		8.9
Accretion of customer supply agreement	1.6		1.8
Employee stock compensation expense	21.1		30.8
Gain from derivative instruments	(0.9)		(2.9)
Loss from foreign currency transactions	41.5		27.1

Loss on disposition of assets	8.1		1.3
Deferred taxes	25.2		6.9
Pension and other post-retirement plans income	(3.0)		(8.9)
Grant liability amortization	(0.9)		(0.9)
Equity in net loss (income) of affiliates	0.2		(0.2)
Forward loss provision	552.1		524.9
Asset impairment charges	30.0		0.2
Gain on settlement of financial instrument	(0.5)		(1.2)
Loss on dispositions of businesses, net	26.6		—
Gain on settlement of New Market Tax Credit incentive program	—		(5.7)
Changes in assets and liabilities
Accounts receivable, net	(73.7)		31.8
Inventory, net	(24.8)		(245.8)
Contract assets	234.5		(557.3)
Accounts payable and accrued liabilities	151.7		65.4
Profit sharing/deferred compensation	2.5		37.6
Advance payments	4.0		5.2
Income taxes receivable/payable	3.7		5.5
Contract liabilities	(117.3)		88.4
Pension plans employer contributions	(2.3)		(2.2)
Deferred revenue and other deferred credits	(29.6)		(0.7)
Warranty liabilities	115.3		3.7
Other	48.9		4.2
Net cash used in operating activities	(750.4)		(1,257.5)
Investing activities
Purchase of property, plant, and equipment	(143.6)		(106.8)
Proceeds from dispositions of businesses	167.1		—

Other	11.6		0.1
Net cash provided by (used in) investing activities	35.1		(106.7)
Financing activities
Proceeds from issuance of debt	—		359.2

Receipts from customer financing	580.3		509.4
Payments on customer financing	(7.5)		(40.0)

Payments on bonds	(20.8)		—
Principal payments of debt	(37.7)		(46.5)
Payments on term loans	(4.5)		(3.0)

Payment of New Market Tax Credit incentive program financing	—		(1.9)



Taxes paid related to net share settlement awards	(1.6)		(5.4)
Proceeds from issuance of ESPP stock	—		3.8
Debt issuance and financing costs	(2.2)		(10.8)




Net cash provided by financing activities	506.0		764.8
Effect of exchange rate changes on cash and cash equivalents	(2.8)		0.3
Net decrease in cash, cash equivalents, and restricted cash for the period	(212.1)		(599.1)
Cash, cash equivalents, and restricted cash, beginning of period	566.5		845.9
Cash, cash equivalents, and restricted cash, end of period	$	354.4	$	246.8

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Reconciliation of Cash, Cash Equivalents, and Restricted Cash:
	For the Nine Months Ended
	October 2, 2025		September 26, 2024
Cash and cash equivalents, beginning of the period	$	537.0	$	823.5
Cash and cash equivalents, held for sale, beginning of the period	—		—
Restricted cash, short-term, beginning of the period	—		0.1
Restricted cash, long-term, beginning of the period	29.5		22.3
Cash, cash equivalents, and restricted cash, beginning of the period	$	566.5	$	845.9

Cash and cash equivalents, end of the period	$	299.0	$	217.6
Cash and cash equivalents, held for sale, end of the period	21.6		—
Restricted cash, short-term, end of the period	—		—
Restricted cash, long-term, end of the period	33.8		29.2
Cash, cash equivalents, and restricted cash, end of the period	$	354.4	$	246.8

See notes to condensed consolidated financial statements (unaudited)

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

1. Organization, Basis of Interim Presentation and Recent Developments

Unless the context otherwise indicates or requires, as used in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” and the “Company” refer to Spirit AeroSystems Holdings, Inc. and its consolidated subsidiaries. References to “Spirit” refer only to our subsidiary, Spirit AeroSystems, Inc., and references to “Holdings” refer only to Spirit AeroSystems Holdings, Inc.

The Company provides manufacturing and design expertise in a wide range of fuselage, propulsion, and wing products and services for aircraft original equipment manufacturers (“OEM”) and operators through Holdings’ subsidiaries including Spirit. The Company’s headquarters are in Wichita, Kansas, with manufacturing and assembly facilities in Tulsa, Oklahoma; Prestwick, Scotland; Wichita, Kansas; Kinston, North Carolina; Subang, Malaysia; Saint-Nazaire, France; Belfast, Northern Ireland; Casablanca, Morocco; and Dallas, Texas.

The accompanying unaudited interim condensed consolidated financial statements include the Company’s financial statements and the financial statements of its majority-owned or controlled subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the instructions to Form 10-Q and Article 10 of Regulation S-X. The Company’s fiscal quarters are 13 weeks in length. Since the Company’s fiscal year ends on December 31, the number of days in the Company’s first and fourth quarters varies slightly from year to year. All intercompany balances and transactions have been eliminated in consolidation.

As part of the monthly consolidation process, the Company’s international subsidiaries that have functional currencies other than the U.S. dollar are translated to U.S. dollars using the end-of-month translation rate for balance sheet accounts and average period currency translation rates for revenue and income accounts. The subsidiaries in Prestwick, Scotland and Subang, Malaysia use the British pound as their functional currency. All other foreign subsidiaries and branches use the U.S. dollar as their functional currency.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments and elimination of intercompany balances and transactions) considered necessary to fairly present the results of operations for the interim period. The results of operations for the nine months ended October 2, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

In connection with the preparation of the condensed consolidated financial statements, the Company evaluated subsequent events through the date the financial statements were issued. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company’s 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025 (the “2024 Form 10-K”).

The Company’s significant accounting policies are described in Note 4 Summary of Significant Accounting Policies to our consolidated financial statements in the 2024 Form 10-K.

Agreement and Plan of Merger with The Boeing Company

On June 30, 2024, Holdings entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Boeing Company (“Boeing”) and Sphere Acquisition Corp., a wholly owned subsidiary of Boeing (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Holdings (the “Merger”), with Holdings surviving the Merger and becoming a wholly owned subsidiary of Boeing.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Holdings Class A Common Stock, par value $0.01 per share (“Holdings Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Holdings Common Stock owned by Boeing, Merger Sub, any other wholly owned subsidiary of Boeing, Holdings, or any wholly owned subsidiary of Holdings, in each case, not held on behalf of third parties) will be automatically cancelled and cease to exist and will be converted into the right to receive a number of shares of Holdings Common Stock, of the par value of $5 each, of Boeing (“Boeing Common Stock”) equal to (a) if the volume-weighted average price per share of Boeing Common Stock on the New York Stock Exchange for the 15 consecutive trading days ending on and including the second full trading day prior to the Effective Time

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

(the “Boeing Stock Price”), is greater than $149.00 but less than $206.94, the quotient obtained by dividing $37.25 by the Boeing Stock Price, rounded to four decimal places or (b) if the Boeing Stock Price is greater than or equal to $206.94, 0.1800 or (c) if the Boeing Stock Price is equal to or less than $149.00, 0.2500 (such number of shares of Boeing Common Stock, the “Per Share Merger Consideration”).

Under the terms of the Merger Agreement, the closing of the Merger is subject to various conditions, including: (a) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Holdings Common Stock entitled to vote thereon (the “Holdings Stockholder Approval”); (b) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of other specified regulatory approvals (collectively, including the expiration or termination of any such waiting periods, the “Regulatory Approvals”); (c) the absence of any law or order issued by a governmental entity prohibiting the consummation of the Merger; (d) the approval for listing on the New York Stock Exchange of, and the effectiveness of a registration statement on Form S‑4 relating to, the shares of Boeing Common Stock to be issued in the Merger; (e) solely with respect to the obligations of Boeing and Merger Sub to effect the closing of the Merger, (1) the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of Holdings contained in the Merger Agreement, (2) Holdings having performed in all material respects the obligations required to be performed by it under the Merger Agreement at or prior to the closing of the Merger, (3) the Regulatory Approvals having been obtained without the imposition of a Burdensome Condition (as defined in the Merger Agreement), (4) the absence of a Material Adverse Effect (as defined in the Merger Agreement) or any event that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect since the date of the Merger Agreement and (5) Holdings having completed the divestiture of certain portions of the Company’s business related to the performance by the Company of its obligations under supply contracts with Airbus SE and its affiliates (the “Spirit Airbus Business”); and (f) solely with respect to the obligation of Holdings to effect the closing of the Merger, (1) the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of Boeing and Merger Sub contained in the Merger Agreement, (2) each of Boeing and Merger Sub having performed in all material respects the obligations required to be performed by it under the Merger Agreement at or prior to the closing of the Merger and (3) the absence of a Parent Material Adverse Effect (as defined in the Merger Agreement) or any event that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect since the date of the Merger Agreement.

The Merger Agreement includes customary representations, warranties and covenants of Holdings, Boeing and Merger Sub, including covenants restricting Holdings from soliciting alternative acquisition proposals, governing the conduct of the Company’s business during the period between the date of the Merger Agreement and completion of the Merger and relating to the parties’ efforts to consummate the Merger as promptly as reasonably practicable. The Merger Agreement includes provisions to facilitate the disposition by the Company to Airbus SE and its affiliates (“Airbus”) of the Spirit Airbus Business, as contemplated by the stock and asset purchase agreement between Spirit and Airbus SE described below under the sub-heading Stock and Asset Purchase Agreement with Airbus, and includes provisions, which are consistent with provisions in such stock and asset purchase agreement, to facilitate the potential sale, subject to certain Boeing consent rights, by the Company to other third parties of specified assets and businesses.

The Merger Agreement includes termination provisions under which either Holdings or Boeing may terminate the Merger Agreement in various circumstances, including if the Merger has not been consummated by March 31, 2025, subject to three automatic three-month extensions if on each such date all of the closing conditions except those relating to regulatory approvals or the disposition of the Spirit Airbus Business have been satisfied or waived (such date, as so extended (if applicable), the “Outside Date”). Upon termination of the Merger Agreement in specified circumstances, Boeing would be required to pay to Holdings a termination fee of $300.0 reduced (but not to less than zero) by the aggregate then-outstanding amount of cash advances to be repaid by the Company to Boeing, whether or not then due and payable, pursuant to the applicable agreements governing cash advances by Boeing to the Company.

Subject to satisfaction of the closing conditions in the Merger Agreement, the closing of the Merger is expected to occur in the fourth quarter of 2025.

In connection with the proposed merger, Spirit and Boeing have each received a request for additional information (“second request”) from the Federal Trade Commission as part of the regulatory review process under the HSR Act. The second request extends the waiting period imposed by the HSR Act until 30 days after Spirit and Boeing have substantially complied with the requests or the waiting period is terminated sooner by the Federal Trade Commission.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

Other than transaction expenses associated with the Merger of $27.1 and $72.1 for the three and nine months ended October 2, 2025, respectively, and transaction expenses of $28.8 and $46.8 for the three and nine months ended September 26, 2024, respectively, recorded within Selling, general and administrative expense in our Condensed Consolidated Statements of Operations, the Merger Agreement did not affect the Company’s consolidated financial statements for the three and nine months ended October 2, 2025 and September 26, 2024.

Stock and Asset Purchase Agreement with Airbus

On April 27, 2025, Spirit and Airbus SE entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) providing for, among other things, the acquisition by Airbus SE of the Spirit Airbus Business, except, in the case of specified parts of the Spirit Airbus Business, to the extent such parts of the Spirit Airbus Business are acquired by one or more third parties other than Airbus.

Under the terms of the Purchase Agreement, Airbus SE would acquire from Spirit and its subsidiaries the Spirit Airbus Business, excluding any portions thereof to be acquired by third parties, and cash payments totaling $580.9 inclusive of adjustments for certain specified advances as defined in the Purchase Agreement, for nominal consideration of one U.S. dollar, subject to working capital and other purchase price adjustments and specified additional downward adjustments in the event (i) certain assets primarily related to the A220 mid-fuselage production in Belfast, Northern Ireland are to be acquired by a third party instead of Airbus SE and/or (ii) certain assets primarily related to the Airbus SE work packages operated in Spirit's facilities in Subang, Malaysia are to be acquired by Airbus SE rather than by other third parties. Under the terms of the Purchase Agreement, the assets to be acquired by Airbus SE include the assets primarily related to A220 pylon production in Wichita, Kansas, and the assets primarily related to the Airbus SE work packages operated in the following facilities of Spirit: St. Nazaire, France; Kinston, North Carolina; Casablanca, Morocco; and the A220 wing manufacturing and assembly facility located in Belfast, Northern Ireland. Additionally, under the terms of the Purchase Agreement, Airbus SE would also acquire the assets primarily related to the A220 mid-fuselage production in Belfast, Northern Ireland, and the assets primarily related to the Airbus SE work packages operated in Spirit’s facilities in Prestwick, Scotland, and Subang, Malaysia, in each case, to the extent such assets and facilities are not acquired by one or more third parties.

On April 27, 2025, Spirit provided notice to Airbus SE under the Purchase Agreement indicating it was abandoning the sale process of the assets primarily related to the Airbus SE work packages operated in Spirit’s facilities in Prestwick, Scotland, and, accordingly, under the Purchase Agreement, such assets will be included in the assets to be acquired by Airbus SE at the Airbus Closing (as defined below), subject to the terms and conditions of the Purchase Agreement.

On June 27, 2025, Spirit provided notice to Airbus SE under the Purchase Agreement indicating it was abandoning the sale process of the assets primarily related to the Airbus A220 mid-fuselage work packages operated in Spirit’s facilities in Belfast, Northern Ireland, and, accordingly, under the Purchase Agreement, such assets will be included in the assets to be acquired by Airbus SE at the Airbus Closing (as defined below), subject to the terms and conditions of the Purchase Agreement.

The Purchase Agreement provides for, among other things, the payment in full by Spirit to Airbus SE of any loans, advance payments, similar arrangements and undisputed liquidated damages owing from Spirit to Airbus SE as of the closing of the transactions contemplated by the Purchase Agreement (the “Airbus Transactions,” and such closing, the “Airbus Closing”), with any disputed liquidated damages to be resolved and paid in accordance with a mutually agreed dispute resolution process; transitional arrangements with respect to specified real estate; obtaining third-party consents; segregation of Spirit’s business conducted primarily for the benefit of Airbus SE from the remainder of Spirit’s business and treatment of vendor and supply contracts, employees, intellectual property, pensions and unfunded employee liabilities in connection with the separation of those portions of Spirit’s business; mutual indemnification and releases; customary representations, warranties and covenants; and transitional and other arrangements to be entered into by the parties at the Airbus Closing.

Under the terms of the Purchase Agreement, the Airbus Closing is conditioned upon, among other things, the receipt of applicable governmental and regulatory consents, approvals and clearances; the absence of any order, legal prohibition or injunction preventing the consummation of the Airbus Transactions; compliance by the parties with their pre-closing covenants in all material respects; the closing under the Merger Agreement having occurred (or Spirit and Boeing having delivered a joint written notice to Airbus SE that they are ready, willing and able and intend to consummate the closing under the Merger Agreement within three business days following delivery of such notice, subject to the consummation of the Airbus Closing); there being no material adverse change after the date of the Purchase Agreement and before the Airbus Closing in the business operations to be acquired by Airbus SE at the Airbus Closing; and Spirit’s implementation in all material respects of technical

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

measures and policies to segregate the Spirit Airbus Business (including confidential data of Airbus SE) from the remainder of Spirit’s businesses.

Under the terms of the Purchase Agreement, the term sheet entered into on June 30, 2024, between Spirit and Airbus SE (the “Airbus Term Sheet”), providing for the parties to negotiate in good faith definitive agreements for the acquisition by Airbus SE or its affiliates of the Spirit Airbus Business on the terms set forth in the Airbus Term Sheet, was terminated effective April 27, 2025.

Stock and Asset Purchase Agreement with Composites Technology Research Malaysia Sdn. Bhd. (“CTRM”)

On August 8, 2025, Spirit and CTRM, a Malaysian private limited company, and, solely for the purposes set forth therein, DRB-HICOM Berhad, a Malaysian public limited company (“Parent”), entered into a Stock and Asset Purchase Agreement (the “Agreement”) providing for, among other things, CTRM to acquire from Spirit all of the outstanding equity interests in Spirit AeroSystems Malaysia Sdn. Bhd., a Malaysian private limited company (“Spirit Malaysia,” and such transaction, the “Transaction”).

Pursuant to the Agreement, the aggregate purchase price to be paid by CTRM in the Transaction is $95.2 in cash, subject to specified adjustments as set forth in the Agreement.

The closing of the Transaction (the “Malaysia Closing”) is subject to the approval of CTRM as a purchaser of the business of Spirit Malaysia by (i) the European Commission, either as part of its conditional approval decision of the acquisition of Spirit by Boeing or following its conditional approval decision of Boeing’s acquisition of Spirit pursuant to Boeing’s commitment vis-à-vis the European Commission to seek purchaser approval for the divestiture of the business of the Spirit Malaysia and (ii) the United States Federal Trade Commission, in each case, in their review of the transactions contemplated by the June 30, 2024 merger agreement between Spirit AeroSystems Holdings, Inc. and Boeing and the ancillary agreements in connection therewith (the “Purchaser Approval Condition”). The Malaysia Closing is also subject to certain customary closing conditions, including (a) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and, if applicable, the receipt of other specified governmental approvals necessary for the consummation of the Transaction (the “Regulatory Condition”), (b) the absence of any law or order issued by a governmental entity that prohibits the Malaysia Closing (a “Closing Legal Impediment”), (c) subject to qualifications as to materiality, the accuracy of the representations and warranties made by Spirit and CTRM, respectively, (d) the performance in all material respects by each Spirit and CTRM of their respective obligations under the Agreement (subject to specified exceptions) and (e) the approval by the shareholders of Parent of CTRM’s and Parent’s entering into, and performing their respective obligations under, the Agreement and other specified transaction documents and consummating the transactions contemplated by the Agreement and such other transaction documents (the “Parent Shareholder Approval”).

The Agreement contains customary representations, warranties and covenants related to Spirit Malaysia, Spirit and CTRM. Between the date of the Agreement and the Malaysia Closing, subject to specified exceptions, Spirit has agreed to cause Spirit Malaysia to (a) use commercially reasonable efforts to operate the Spirit Malaysia’s business in the ordinary course of business in all material respects, and (b) not to take specified actions with respect to the business of Spirit Malaysia without the written consent of CTRM.

The Agreement includes termination provisions in favor of Spirit and CTRM, including that (a) either Spirit or CTRM may terminate the Agreement if the Transaction has not been consummated by December 31, 2025, subject to one automatic 90-day extension if, on such date, all of the closing conditions except the Regulatory Condition have been satisfied (or are capable of being satisfied) or waived (such date, as so extended (if applicable), the “Outside Date”), (b) Spirit may terminate the Agreement if the Parent Shareholder Approval is not obtained at the meeting of Parent shareholders at which the applicable matters relating to the Transaction have been voted upon or Parent fails to perform or comply with its obligations under the Agreement relating to such meeting of Parent shareholders (and, in the event of such a termination by Spirit, CTRM would be required to pay Spirit a termination fee of $7.0) and (c) Spirit may terminate the Agreement if the Purchaser Approval Condition has not been satisfied by December 31, 2025 or the applicable governmental authority has issued an order or provided a communication opposing or rejecting CTRM as the purchaser of Spirit Malaysia or the business of Spirit Malaysia (and, in the event of such a termination by Spirit, Spirit would be required to pay CTRM a termination fee of $7.0 unless a breach by CTRM or its affiliates of obligations under specified provisions of the Agreement relating to governmental approvals caused Spirit to have such right to terminate the Agreement).

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

Disposition of Fiber Materials, Inc.

On November 17, 2024, the Company entered into a definitive agreement to sell Fiber Materials, Inc. (“FMI”), a fully owned subsidiary of Spirit AeroSystems, Inc., for $165.0, subject to customary purchase price adjustments and closing conditions as set forth in the definitive agreement. The transaction closed on January 13, 2025. For additional information, see Note 26 Dispositions.

Liquidity

These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) on a going concern basis, which assumes the Company will be able to continue as a going concern and contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. The Company has incurred net losses of $1,968.2, $2,139.8, $616.2, and $545.7, for the nine months ended October 2, 2025, and the years ended December 31, 2024, 2023, and 2022, respectively, and cash used in operating activities of $750.4, $1,120.9, $225.8, and $394.6, respectively for the same periods. As of October 2, 2025, our debt balance was $4,338.6, including $690.9 of debt classified as short-term. The Company’s cash and cash equivalents were $299.0 and $537.0 as of October 2, 2025, and December 31, 2024, respectively. The Company will require additional liquidity to continue its operations over the next 12 months.

Further, certain changes made to the production and delivery process implemented by Boeing have had an immediate impact to the Company’s results of operations and cash flows. On March 2, 2024, Boeing announced they would no longer accept deliveries of product that required out of sequence assembly or incremental quality re-work. As a result, the Company has experienced higher levels of inventory and contract assets and lower operational cash flows due to the inability to physically ship and invoice end items to Boeing in a timeframe aligned with production activities. Although the Company’s physical delivery rates have steadily increased since late 2024 such that the Company is increasingly able to reduce contract assets, the Company is still mitigating the lingering effects of such a significant change in production and delivery processes. Boeing’s ability to increase production rates is governed by the Federal Aviation Administration (the “FAA”), and the Company cannot predict when or whether forecasted production rates will be achieved.

On April 18, 2024, the Company entered into a memorandum of agreement (the “MOA”) with Boeing, under which Boeing advanced $425.0 to the Company to support the Company’s liquidity. The MOA was amended on June 20, 2024, to increase the advance by an additional $40.0 and to revise certain repayment amounts and extend near-term repayment dates. As of the date of this filing, we have repaid $40.0 of the MOA advances. The MOA was amended again on January 22, 2025 to, among other things, reschedule the repayment dates to occur from April 2026 to September 2026. Additionally, the amendment added a provision whereby in the event the Merger Agreement is terminated, any advances then outstanding under the MOA would become due and payable on April 1, 2026.

The Company’s ability to align costs, including both internal and supply chain related spending, to react to unexpected changes in customer-determined production rates has had and will likely continue to have a material impact on the Company’s results of operations and cash flows. Our liquidity has been impacted by higher levels of inventory and contract assets, lower operational cash flows due to a decrease in expected deliveries to Boeing, higher factory costs to maintain rate readiness (attributed to product quality verification process enhancements, including moving such processes from Renton, Washington, to Wichita, Kansas), Boeing no longer allowing for traveled work on the B737 fuselage to its factories, the strike by Boeing employees in 2024, and limitations on Boeing increasing production rates.

Additionally, the Company was in negotiations with Airbus related to pricing adjustments on the A220 and A350 programs during 2023 and continuing into 2024 with a goal of completing those negotiations in early 2024. As a result of the announcement on March 1, 2024, that the Company was engaged in discussions with Boeing about a possible acquisition of the Company by Boeing, followed by the signing of the Merger Agreement and the Airbus Term Sheet on June 30, 2024, there was a shift in the strategic discussions with Airbus relevant to pricing adjustments on the A220 and A350 programs, most recently with a focus toward customer advances and other accommodations.

These developments in 2024 resulted in a significant reduction in projected revenue and operating cash flows over the next twelve months. Additionally, although the advances received in 2024 have provided essential operational liquidity, there can be no assurance that we will be able to obtain additional advances from our customers, repay current advances on the specified due dates, renegotiate the due date or otherwise obtain additional liquidity as needed under acceptable terms or at all. We will need

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

to obtain additional funding to sustain operations, as we expect to continue generating operating losses for the foreseeable future.

As of October 31, 2025, Management has developed a plan designed to improve liquidity in response to the developments highlighted above. These plans are dependent upon many factors, including, among other things, the outcomes of discussions related to the timing or amounts of repayment for certain customer advances, the timing and expected proceeds received from certain divestitures, the expected timing and outcome of the transactions contemplated by the Merger Agreement and the Purchase Agreement, and achieving anticipated B737 deliveries. Management is also evaluating additional strategies intended to improve liquidity to support operations, including, but not limited to, additional customer advances and restructuring of operations in an effort to increase efficiency and decrease expenses, which may include layoffs or additional furloughs. However, there can be no assurance that these plans or strategies will sufficiently improve our liquidity needs or that we will otherwise realize the anticipated benefits. Accordingly, substantial doubt about the Company’s ability to continue as a going concern exists.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

2. Adoption of New Accounting Standards

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU No. 2023-07 is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements, and the Company does not expect this guidance to have a material impact prospectively.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies FASB Accounting Standards Codification 740 to enhance the transparency and decision usefulness of income tax disclosures. ASU No. 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company did not elect early adoption and implementation of this guidance. ASU 2023-09 is effective for the annual period beginning January 1, 2025, including interim periods. The adoption of this guidance did not have a significant impact on our financial statements, and the Company does not expect this guidance to have a material impact prospectively.

In March 2024, the FASB issued ASU No. 2024-01 Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards which clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or if it is not a share-based payment arrangement and therefore within the scope of other guidance. ASU 2024-01 is effective January 1, 2025, including interim periods. The adoption of this guidance did not have a significant impact on our financial statements, and the Company does not expect this guidance to have a material impact prospectively.

3. New Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. ASU 2024-03 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-04, Debt - Debt with Conversion and Other Options which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations and Consolidation - Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity which revises current guidance for determining the acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. ASU 2025-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The new guidance will be applied prospectively to any acquisition transaction that occurs after the initial application date. The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-04, Compensation - Stock Compensation and Revenue from Contracts with Customers - Clarifications to Share-Based Consideration Payable to a Customer which applies to entities that issue share-based consideration to customers. The new guidance requires the grantor to evaluate any vesting conditions when determining revenue recognition from customers that have been granted share-based consideration. ASU 2025-04 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted, and application of the guidance will be on either a modified retrospective or retrospective basis. The Company does not currently expect this new guidance to have an impact on its consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets which applies to entities that apply the practical expedient when estimating expected credit losses on current accounts receivable and/or current contract assets. The new guidance allows entities to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company does not currently expect this new guidance to have an impact on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software which applies to all entities subject to the internal-use software guidance in Subtopic 350-40. The new guidance removes all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company does not currently expect this new guidance to have an impact on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) - Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract which applies to all entities that enter into non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. The new guidance excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company does not currently expect this new guidance to have an impact on its consolidated financial statements.

4. Changes in Estimates

The Company has a periodic forecasting process in which management assesses the progress and performance of the Company’s programs. This process requires management to review each program’s progress by evaluating the program schedule, changes to identified risks and opportunities, changes to estimated revenues and costs for the accounting contracts (and options if applicable), and any outstanding contract matters. Risks and opportunities include but are not limited to management’s judgment about the cost associated with the Company’s ability to achieve the schedule, technical requirements (e.g., a newly-developed product versus a mature product), and any other program requirements. Due to the span of years, it may take to completely satisfy the performance obligations for the accounting contracts (and options, if any) and the scope and nature of the work required to be performed on those contracts, the estimation of total revenue and costs is subject to many variables and, accordingly, is subject to change based upon judgment. The Company’s estimate of costs depends on maintaining continuing, uninterrupted production at its manufacturing facilities and its suppliers’ facilities. The continued fragility of the

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

global aerospace supply chain may lead to interruptions in deliveries of or increased prices for components or raw materials used in the Company’s products, labor disruptions, and could delay production and/or materially adversely affect the Company’s business. When adjustments in estimated total consideration or estimated total cost are required, any changes from prior estimates for fully satisfied performance obligations are recognized in the current period as a cumulative catch-up adjustment for the inception-to-date effect of such changes. Cumulative catch-up adjustments are driven by several factors including production efficiencies, assumed rate of production, the rate of overhead absorption, changes to scope of work, and contract modifications. Cumulative catch-up adjustments are primarily related to changes in the estimated margin of contracts with performance obligations that are satisfied over time.

Changes in estimates could materially adversely affect the Company’s future financial performance. While certain increases in raw material costs can generally be passed on to the Company’s customers, in most instances the Company must fully absorb cost overruns. Some of the factors that may cause the costs incurred in fulfilling contracts to vary substantially from current estimates are technical problems, production rate changes, production stoppages, materials shortages, supplier difficulties, realization targets, existence of and execution to recovery plans caused by these factors, and multiple other events, including those identified in Item 1A. “Risk Factors” of the 2024 Form 10-K. The risk particularly applies to products such as the B737, B787, A220, and A350, which are in forward loss positions.

During the third quarter ended October 2, 2025, the Company recognized unfavorable changes in estimates of $599.6, which included net forward loss charges of $585.2, and unfavorable cumulative catch-up adjustments related to periods prior to the third quarter of 2025 of $14.4. The forward losses in the third quarter were primarily driven by schedule changes, increased supply chain cost and overall production cost growth on the B737 program, foreign exchange rates, current production performance and supply chain cost growth on the A350 and A220 programs, and production cost and supply chain cost growth, which includes the Company’s latest estimate for tariffs on the B787 program. The unfavorable cumulative catch-up adjustments primarily relate to increased production costs on the B737 program, which includes the Company’s latest estimate for tariffs.

During the third quarter ended September 26, 2024, the Company recognized unfavorable changes in estimates of $242.9, which included net forward loss charges of $217.2, and unfavorable cumulative catch-up adjustments related to periods prior to the third quarter of 2024 of $25.7. The forward losses in the quarter ended September 26, 2024 were primarily driven by current production performance, supply chain cost growth on the A350 and A220 programs, additional labor and supply chain cost growth on the B787 program, and increased costs related to factory performance on the B767 program. The unfavorable cumulative catch-up adjustments primarily related to increased production costs associated with changes implemented by Boeing in March 2024 to introduce a new product verification process in Wichita, KS on the B737 program and period changes in certain cost allocation methodologies and increased production costs on the B777 program. This change in business process for the B737 units delayed delivery acceptances and caused a buildup of undelivered units in Wichita, KS. Additionally, the Company maintained a higher cost profile for an expected increase in production rates that was delayed due to the FAA’s imposed limitation on Boeing increasing its production rates, and production cost overruns on the A320 program.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

Changes in estimates are summarized below:


	For the Three Months Ended				For the Nine Months Ended
Changes in Estimates	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
(Unfavorable) Favorable Cumulative Catch-up Adjustment by Segment
Commercial	$	(10.5)	$	(37.5)	$	(25.3)	$	(89.0)
Defense & Space	(3.9)		11.8		0.7		10.9
Aftermarket	—		—		—		—
Total (Unfavorable) Favorable Cumulative Catch-up Adjustment	$	(14.4)	$	(25.7)	$	(24.6)	$	(78.1)

Changes in Estimates on Loss Programs (Forward Loss) by Segment
Commercial	$	(577.7)	$	(212.9)	$	(1,032.6)	$	(918.9)
Defense & Space	(7.5)		(4.3)		(65.4)		(7.2)
Aftermarket	—		—		—		—
Total Changes in Estimates (Forward Loss) on Loss Programs	$	(585.2)	$	(217.2)	$	(1,098.0)	$	(926.1)

Total Change in Estimate	$	(599.6)	$	(242.9)	$	(1,122.6)	$	(1,004.2)
EPS Impact (diluted per share based upon applicable forecasted effective tax rate)	$	(5.18)	$	(2.09)	$	(9.70)	$	(8.70)

5. Accounts Receivable and Allowance for Credit Losses

Accounts Receivable, net

Accounts receivable represents the Company’s unconditional rights to consideration, subject to the payment terms of the contract, for which only the passage of time is required before payment. Unbilled receivables are reflected under contract assets on the Condensed Consolidated Balance Sheets. See also Allowance for Credit Losses, below.

Accounts receivable, net consists of the following:


	October 2, 2025		December 31, 2024
Trade receivables	$	299.0	$	371.9
Other	34.6		33.2
Less: allowance for credit losses	(10.0)		(9.8)
Accounts receivable, net	$	323.6	$	395.3

The Company has agreements (through its subsidiaries) to sell, on a revolving basis, certain trade accounts receivable balances with Boeing, Airbus Group SE and its affiliates (collectively, “Airbus”), and Rolls-Royce PLC and its affiliates (collectively, “Rolls-Royce”) to third-party financial institutions. These programs were primarily entered into as a result of customers seeking payment term extensions with the Company and they continue to allow the Company to monetize the receivables prior to their payment date, subject to payment of a discount. No guarantees are delivered under the agreements. The Company’s ability to continue using such agreements is primarily dependent upon the strength of the applicable customer’s financial condition. Transfers under these agreements are accounted for as sales of receivables resulting in the receivables being derecognized from the Company’s Condensed Consolidated Balance Sheets. For the nine months ended October 2, 2025, $814.9 of accounts receivable were sold via these arrangements. The proceeds from these sales of receivables are included in cash from operating activities in the Condensed Consolidated Statements of Cash Flows. The recorded net loss on sale of

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

receivables was $6.8 for the nine months ended October 2, 2025 and is included in other income and expense. See Note 21 Other Income (Expense), Net.

Allowance for Credit Losses

During the nine months ended October 2, 2025, there have been no significant changes in the factors that influenced management’s current estimate of expected credit losses, nor changes to the Company’s accounting policies or Current Expected Credit Losses methodology. The beginning balances, current period activity, and ending balances of the allocation for credit losses on accounts receivable and contract assets were not material.

6. Contract Assets and Contract Liabilities

Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. Contract assets, current are those that are expected to be billed to our customers within 12 months. Contract assets, long-term are those that are expected to be billed to our customer over periods greater than 12 months. No impairments to contract assets were recorded for the period ended October 2, 2025, or the period ended September 26, 2024. See also Note 5 Accounts Receivable and Allowance for Credit Losses.

Contract liabilities are established for cash received in excess of revenues recognized and are contingent upon the satisfaction of performance obligations. Contract liabilities primarily consist of cash received on contracts for which revenue has been deferred since the receipts are in excess of transaction price resulting from the allocation of consideration based on relative standalone selling price to future units (including those under option that the Company believes are likely to be exercised) with prices that are lower than standalone selling price. These contract liabilities will be recognized earlier if the options are not fully exercised, or immediately, if the contract is terminated prior to the options being fully exercised.


	October 2, 2025		December 31, 2024		Change
Contract assets	$	476.4	$	777.9	$	(301.5)
Contract liabilities	(288.3)		(447.7)		159.4
Net contract assets (liabilities)	$	188.1	$	330.2	$	(142.1)

For the period ended October 2, 2025, the decrease in contract assets reflects the net impact of less over time revenue recognition in relation to billed revenues during the period as well as impacts related to the improvements Spirit has made to its production and quality processes leading to higher output of physical deliveries during the first half of 2025. These improvements came as a result of the impact of changes implemented by Boeing in March 2024 to introduce a new product verification process in Wichita, KS. This change in business process delayed delivery acceptances and caused a buildup of undelivered units in Wichita, KS; however, the Company has begun to reduce that buildup resulting in a reduction in contract assets from their peak in the third quarter of 2024. The decrease in contract liabilities reflects the net impact of less deferred revenues recorded in excess of revenue recognized during the period. The Company recognized $106.2 of revenue that was included in the contract liability balance at the beginning of the period.


	September 26, 2024		December 31, 2023		Change
Contract assets	$	1,082.4	$	522.9	$	559.5
Contract liabilities	(442.9)		(353.9)		(89.0)
Net contract assets (liabilities)	$	639.5	$	169.0	$	470.5

For the period ended September 26, 2024, the increase in contract assets reflects the net impact of more over time revenue recognition in relation to billed revenues during the period as well as the impact of changes implemented by Boeing in March 2024 to introduce a new product verification process in Wichita, KS. This change in business process delayed delivery acceptances and caused a buildup of undelivered units in Wichita, KS. The increase in contract liabilities reflects the net impact of more deferred revenues recorded in excess of revenue recognized during the period and was primarily driven by receipts in both the Commercial and Defense & Space segments related to funding for specific program expenditures. The Company recognized $41.3 of revenue that was included in the contract liability balance at the beginning of the period.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

7. Revenue Disaggregation and Outstanding Performance Obligations

Disaggregation of Revenue

The Company disaggregates revenue based on the method of measuring satisfaction of the performance obligation either over time or at a point in time, based upon the location where products and services are transferred to the customer, and based upon major customer. The Company’s principal operating segments and related revenue are noted in Note 23 Segment Information.

The following tables show disaggregated revenues for the periods ended October 2, 2025, and September 26, 2024:


	For the Three Months Ended				For the Nine Months Ended
Revenue	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
Contracts with performance obligations satisfied over time	$	1,091.1	$	1,057.6	$	3,278.4	$	3,392.8
Contracts with performance obligations satisfied at a point in time	494.3		413.0		1,463.9		1,272.5
Total Revenue	$	1,585.4	$	1,470.6	$	4,742.3	$	4,665.3

The following table disaggregates revenue by major customer:


	For the Three Months Ended				For the Nine Months Ended
Customer	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
Boeing	$	951.7	$	850.7	$	2,802.0	$	2,801.6
Airbus	367.9		299.8		1,117.9		954.0
Other	265.8		320.1		822.4		909.7
Total Revenue	$	1,585.4	$	1,470.6	$	4,742.3	$	4,665.3

The following table disaggregates revenue based upon the location where control of products is transferred to the customer:


	For the Three Months Ended				For the Nine Months Ended
Location	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
United States	$	1,186.7	$	1,132.8	$	3,525.9	$	3,606.6
International
United Kingdom	184.6		148.6		521.9		464.5
Other	214.1		189.2		694.5		594.2
Total International	398.7		337.8		1,216.4		1,058.7
Total Revenue	$	1,585.4	$	1,470.6	$	4,742.3	$	4,665.3

Remaining Performance Obligations

Unsatisfied, or partially unsatisfied, performance obligations that are expected to be recognized in the future are noted in the table below. The Company expects options to be exercised in addition to the amounts presented below:


	Remaining in 2025		2026		2027		2028 and after
Unsatisfied performance obligations	$	1,498.9	$	5,154.6	$	4,370.8	$	1,116.9

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

8. Inventory

Inventory consists of raw materials used in the production process, work-in-process, which is direct material, direct labor, overhead and purchases, and capitalized pre-production costs. Raw materials are stated at lower of cost (principally on an actual or average cost basis) or net realizable value. Capitalized pre-production costs include certain contract costs, including applicable overhead, incurred before a product is manufactured on a recurring basis. These costs are typically amortized over a period that is consistent with the satisfaction of the underlying performance obligations to which these relate.


	October 2, 2025		December 31, 2024
Raw materials	$	360.8	$	468.7
Work-in-process(1)	774.0		1,333.7
Finished goods	79.1		71.0
Product inventory	1,213.9		1,873.4
Capitalized pre-production	—		18.3
Total inventory, net	$	1,213.9	$	1,891.7

(1)Work-in-process inventory includes direct labor, direct material, overhead, and purchases on contracts for which revenue is recognized at a point in time as well as sub-assembly parts that have not been issued to production on contracts for which revenue is recognized over time using an input method. For the periods ended October 2, 2025 and December 31, 2024, work-in-process inventory includes $554.3 and $491.8, respectively, of costs incurred in anticipation of specific contracts and no impairments were recorded in the periods.

Product inventory, summarized in the table above, is shown net of valuation reserves of $153.5 and $161.5 as of October 2, 2025 and December 31, 2024, respectively.

Excess capacity and abnormal production costs are excluded from inventory and recognized as expense in the period incurred. Cost of sales for the three and nine months ended October 2, 2025 includes period expense of $55.2 and $146.1, respectively, for excess capacity production costs related to temporary B737 MAX and A220 production schedule changes. Cost of sales for the three and nine months ended September 26, 2024 includes period expense of $70.1 and $142.5, respectively, for excess capacity production costs related to temporary B737 MAX and A220 production schedule changes, and ($0.1) and $0.7 of restructuring costs, respectively.

9. Property, Plant and Equipment, net

Property, plant and equipment, net consists of the following:


	October 2, 2025		December 31, 2024
Land	$	10.7	$	28.8
Buildings (including improvements)	1,016.4		1,315.7
Machinery and equipment	2,060.2		2,513.3
Tooling	812.0		1,033.3
Capitalized software	340.7		341.5
Construction-in-progress	154.5		154.5
Total	4,394.5		5,387.1
Less: accumulated depreciation	(2,967.3)		(3,439.2)
Property, plant and equipment, net	$	1,427.2	$	1,947.9

Capitalized interest was $2.8 and $1.9 for the three months ended October 2, 2025 and September 26, 2024, respectively, and $7.8 and $4.7 for the nine months ended October 2, 2025 and September 26, 2024, respectively. Repair and maintenance costs are expensed as incurred. The Company recognized repair and maintenance costs of $46.7 and $52.0 for the three months

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

ended October 2, 2025 and September 26, 2024, respectively, and $140.4 and $149.7 for the nine months ended October 2, 2025 and September 26, 2024, respectively.

The Company capitalizes certain costs, such as software coding, installation, and testing, that are incurred to purchase or to create and implement internal-use computer software. Depreciation expense related to capitalized software was $1.4 and $4.3 for the three months ended October 2, 2025 and September 26, 2024, respectively, and $4.6 and $13.3 for the nine months ended October 2, 2025 and September 26, 2024, respectively.

The Company reviews capital and amortizing intangible assets (long-lived assets) for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For the period ended October 2, 2025, there were no events which would require the Company to update its impairment analysis. The Company recorded $1.4 and $6.8 of fixed asset impairment charges during the three and nine months ended October 2, 2025, respectively. The Company recorded $0.2 of fixed asset impairment charges during the three and nine months ended September 26, 2024, respectively. For additional information on intangible asset impairment charges, see Note 11 Other Assets, Goodwill, and Intangible Assets.

10. Leases

The Company determines if an arrangement is a lease at the inception of a signed agreement. Operating leases are included in right-of-use (“ROU”) assets (long-term), short-term operating lease liabilities, and long-term operating lease liabilities on the Company’s Condensed Consolidated Balance Sheets. Finance leases are included in Property, Plant and Equipment, current maturities of long-term debt, and long-term debt.

ROU assets represent the right of the Company to use an underlying asset for the length of the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

To determine the present value of lease payments, the Company uses its estimated incremental borrowing rate or the implicit rate, if readily determinable. The estimated incremental borrowing rate is based on information available at the lease commencement date, including any recent debt issuances and publicly available data for instruments with similar characteristics. The ROU asset also includes any lease payments made and excludes lease incentives.

The Company’s lease terms may include options to extend or terminate the lease and, when it is reasonably certain that an option will be exercised, those options are included in the net present value calculation. Leases with a term of 12 months or less, which are primarily related to automobiles and manufacturing equipment, are not recorded on the Condensed Consolidated Balance Sheets. The aggregate amount of lease cost for leases with a term of 12 months or less is not material.

The Company has lease agreements that include lease and non-lease components, which are generally accounted for separately. For certain leases (primarily related to IT equipment), the Company does account for the lease and non-lease components as a single lease component. A portfolio approach is applied to effectively account for the ROU assets and liabilities for those specific leases referenced above. The Company does not have any material leases containing variable lease payments or residual value guarantees. The Company also does not have any material subleases.

The Company currently has operating and finance leases for items such as manufacturing facilities, corporate offices, manufacturing equipment, transportation equipment, and vehicles. The majority of the Company’s active leases have remaining lease terms that range between less than one year to 17 years, some of which include options to extend the leases for up to 30 years, and some of which include options to terminate the leases within one year.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

Components of lease expense:


	For the Three Months Ended				For the Nine Months Ended
	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
Operating lease cost	$	4.2	$	3.8	$	12.1	$	10.9
Finance lease cost:
Amortization of assets	6.2		9.5		20.8		29.1
Interest on lease liabilities	1.3		1.9		4.3		5.9
Total net lease cost	$	11.7	$	15.2	$	37.2	$	45.9

Supplemental cash flow information related to leases was as follows:


	For the Three Months Ended				For the Nine Months Ended
	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4.2	$	3.8	$	12.0	$	11.2
Operating cash flows from finance leases	$	1.3	$	1.9	$	4.3	$	5.9
Financing cash flows from finance leases	$	10.2	$	13.0	$	32.0	$	39.5

ROU assets obtained in exchange for lease obligations:
Operating leases	$	—	$	0.4	$	5.4	$	1.8

Supplemental balance sheet information related to leases:


	October 2, 2025		December 31, 2024
Finance leases:
Property and equipment, gross	$	285.0	$	333.3
Accumulated amortization	(151.6)		(163.8)
Property and equipment, net	$	133.4	$	169.5

The weighted average remaining lease term as of October 2, 2025 for operating and finance leases was 39.3 years and 4.9 years, respectively. The weighted average discount rate as of October 2, 2025 for operating and finance leases was 6.7% and 6.6%, respectively. The weighted average remaining lease term as of December 31, 2024 for operating and finance leases was 35.1 years and 4.6 years, respectively. The weighted average discount rate as of December 31, 2024 for operating and finance leases was 5.8% and 6.6%, respectively. See Note 15 Debt for current and non-current finance lease obligations.

As of October 2, 2025, remaining maturities of lease liabilities were as follows:


	2025		2026		2027		2028		2029		2030 and thereafter		Total Lease Payments		Less: Imputed Interest		Total Lease Obligations
Operating Leases	$	3.3	$	11.2	$	8.6	$	7.8	$	6.7	$	141.4	$	179.0	$	(111.9)	$	67.1
Financing Leases	$	9.0	$	28.2	$	13.4	$	6.6	$	2.5	$	18.8	$	78.5	$	(11.3)	$	67.2

As of October 2, 2025, the Company had additional operating and financing lease commitments that have not yet commenced of approximately $6.3 and $5.9, respectively, for manufacturing equipment, software, and facilities that are in

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

various phases of construction or customization for the Company’s ultimate use, with lease terms between 3 and 20 years. The Company’s involvement in the construction and design process for these assets is generally limited to project management.

11. Other Assets, Goodwill, and Intangible Assets

Other current assets are summarized as follows:


	October 2, 2025		December 31, 2024
Prepaid expenses	$	26.2	$	41.4
Income tax receivable	0.7		6.6

Other assets - short-term	9.1		10.0
Total other current assets	$	36.0	$	58.0

Other assets are summarized as follows:


	October 2, 2025		December 31, 2024






Supply agreements (1)	$	—	$	0.7
Equity in net assets of affiliates	—		0.9
Restricted cash - collateral requirements	33.8		29.5
Rotables	43.1		43.0
Bond collateral	—		11.2
Other	3.3		19.9
Total other long-term assets	$	80.2	$	105.2

(1) Certain payments accounted for as consideration paid by the Company to a customer are being amortized as reductions to net revenues.

Goodwill is summarized as follows:


			Changes in Goodwill Balance
	Balance at										Balance at
Segment	December 31, 2024		Acquisitions		Assets Held for Sale		Adjustments/Other		Currency Exchange		October 2, 2025
Commercial	$	296.5	$	—	$	(6.2)	$	—	$	0.2	$	290.5
Defense & Space	12.1		—		—		—		—		12.1
Aftermarket	321.4		—		—		—		—		321.4
	$	630.0	$	—	$	(6.2)	$	—	$	0.2	$	624.0

The total goodwill value includes no accumulated impairment loss in any of the periods presented. The Company assesses goodwill for impairment annually or more frequently if events or circumstances indicate that the fair value of a reporting unit that includes goodwill may be lower than its carrying value. For the period ended October 2, 2025, there were no events or circumstances which would require the Company to update its goodwill impairment analysis.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

Intangible assets are summarized as follows:


	October 2, 2025		December 31, 2024
Intangible assets

Favorable leasehold interests	$	2.8	$	2.8
Developed technology asset	62.0		62.0
Customer relationships intangible asset	137.2		137.2

Total intangible assets	202.0		202.0

Less: Accumulated amortization - favorable leasehold interest	(2.3)		(2.2)
Accumulated amortization - developed technology asset	(20.3)		(17.2)
Accumulated amortization - customer relationship	(61.9)		(33.1)
Intangible assets, net	$	117.5	$	149.5

Amortization expense was $2.6 and $3.8 for the for the three months ended October 2, 2025 and September 26, 2024, respectively, and $8.8 and $11.4 for the nine months ended October 2, 2025 and September 26, 2024, respectively. During the nine months ended October 2, 2025, as a result of entering into the Purchase Agreement with Airbus in April 2025, the Company recorded $23.2 of intangible asset impairment charges on the customer relationship intangible assets attributed to Airbus. This charge was recorded to Selling, general and administrative expense on the Company’s Condensed Consolidated Statements of Operations.

The amortization for each of the five succeeding years relating to intangible assets currently recorded in the Condensed Consolidated Balance Sheets and the weighted average amortization is estimated to be the following as of October 2, 2025:


Year	Customer relationships		Favorable leasehold interest		Developed technology		Total
remaining in 2025	$	1.6	$	—	$	1.0	$	2.6
2026	6.3		0.1		4.1		10.5
2027	6.3		0.1		4.1		10.5
2028	6.3		0.1		4.1		10.5
2029	5.9		0.1		4.1		10.1
2030	5.5		—		4.1		9.6

Weighted average amortization period	12.7 years		3.8 years		10.1 years		11.8 years

12. Advance Payments

Advances on the B787 Program. Boeing has made advance payments to Spirit under the B787 Special Business Provisions and General Terms Agreement (collectively, the “B787 Supply Agreement”) that are required to be repaid to Boeing by way of offset against the purchase price for future shipset deliveries. Advance repayments were initially scheduled to be spread evenly over the remainder of the first 1,000 B787 shipsets delivered to Boeing. On April 8, 2014, Spirit signed a memorandum of agreement with Boeing that suspended advance repayments related to the B787 program for a period of twelve months beginning April 1, 2014. Repayment recommenced on April 1, 2015, and any repayments that otherwise would have become due during such twelve-month period will offset the purchase price for shipsets 1001 through 1120. On December 21, 2018, Spirit signed a memorandum of agreement with Boeing that again suspended the advance repayments beginning with line unit 818. The advance repayments resumed in 2022 at a lower rate of $0.45 per shipset at line unit number 1135 through March 2025 when the repayments were again suspended from line unit 1248 to 1273. The range of line units for which repayment was suspended was adjusted again in July 2025 to extend from line unit 1248 to 1289. The repayments will resume at varying rates of $0.45, $0.9 or $1.4 on line unit groupings between line units 1290 through 1605.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

In the event Boeing does not take delivery of a sufficient number of shipsets to repay the full amount of advances prior to the termination of the B787 program or the B787 Supply Agreement, any advances not then repaid will be applied against any outstanding payments then due by Boeing to us, and any remaining balance will be repaid in annual installments of $27.0 due on December 15th of each year until the advance payments have been fully recovered by Boeing. As of October 2, 2025, the amount of advance payments received from Boeing under the B787 Supply Agreement and not yet repaid was approximately $161.2.

In support of tooling and capital expenditures for future production rate increases on the B787 program, the memorandum of agreement entered into on October 12, 2023 between Boeing and Spirit (the “2023 MOA”) included an agreement for Boeing to advance Spirit a total of $71.7 in quarterly installments beginning October 2023 through April 2025. Spirit will align the repayment plan to coincide with deliveries to Boeing beginning April 2025 through October 2027. In the event Boeing does not take delivery of a sufficient number of shipsets to repay the full amount of advance prior to October 31, 2027, the remaining balance up to the $71.7 will be due in the fourth quarter of 2027. As of October 2, 2025, the amount of advance payments received by Spirit from Boeing and not yet repaid was approximately $55.9.

Other. The Advance payments, long-term line item on the Condensed Consolidated Balance Sheets for the period ended October 2, 2025 includes $19.0 related to payments received from an Aftermarket segment customer for contracted work that was impacted by the sanctions imposed by the U.S. and other governments on Russia following its invasion of Ukraine, and $7.0 of other customer advances that will be repaid over certain deliveries in 2026.

13. Fair Value Measurements

The FASB’s authoritative guidance on fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance discloses three levels of inputs that may be used to measure fair value:

Level 1Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market.

Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. Observable inputs, such as current and forward interest rates and foreign exchange rates, are used in determining the fair value of the interest rate swaps and foreign currency hedge contracts.

Level 3Unobservable inputs that are supported by little or no market activity and are significant to the fair value of assets and liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

At October 2, 2025, the Company’s long-term debt includes a senior secured term loan, senior notes, and bridge credit facility described further under Note 15 Debt. The estimated fair value of the Company’s debt obligations is based on the quoted market prices for such obligations or the historical default rate for debt with similar credit ratings. The following table presents the carrying amount and estimated fair value of long-term debt. See also Note 14 Derivative and Hedging Activities and Note 16 Pension and Other Post-Retirement Benefits.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)


	October 2, 2025					December 31, 2024
	Carrying Amount		Fair Value			Carrying Amount		Fair Value
Senior secured term loan B (including current portion)	$	568.5	$	572.8	(2)	$	570.1	$	577.6	(2)
Delayed-draw bridge loan	350.9		350.9		(1)	347.9		347.9		(1)
Exchangeable senior notes due 2028	224.8		337.4		(2)	223.6		310.4		(2)
Senior notes due 2025	—		—		(1)	20.8		20.5		(1)
Senior secured notes due 2026	299.7		298.5		(1)	299.5		292.4		(1)
Senior notes due 2028	697.9		697.5		(1)	697.3		661.7		(1)
Senior secured first lien notes due 2029	891.2		940.2		(1)	889.9		953.1		(1)
Senior secured second lien notes due 2030	1,183.7		1,303.4		(1)	1,181.9		1,308.9		(1)
Total	$	4,216.7	$	4,500.7		$	4,231.0	$	4,472.5

(1)Level 1 Fair Value hierarchy

(2)Level 2 Fair Value hierarchy

14. Derivative and Hedging Activities

Derivatives Accounted for as Hedges

Cash Flow Hedges – Foreign Currency Forward Contract

The Company has entered into currency forward contracts, each designated as a cash flow hedge upon the date of execution, for the purpose of reducing the variability of cash flows and hedging against the foreign currency exposure for forecasted payroll, pension and vendor disbursements that are expected to be made in the British Pound Sterling. All outstanding foreign currency forward contracts were settled in August 2024. Since the forecasted transactions remain probable of occurring, the changes in the fair value of cash flow hedges recorded in AOCI will be recognized in earnings in the period in which the forecasted transactions impact earnings. The final recognition of $0.9 was recorded in the quarter ended April 3, 2025.

The foreign currency exchange contracts are measured within Level 1 of the Fair Value hierarchy. See Note 13 Fair Value Measurements.

Changes in the fair value of cash flow hedges are recorded in AOCI and recorded in earnings in the period in which the hedged transaction settles or in the period in which the forecasted transactions impact earnings. The gain (loss) recognized in AOCI associated with our hedging transactions is presented in the following table:


	Three Months Ended				Nine Months Ended
	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
Recognized in total other comprehensive loss:
Foreign currency exchange contracts	$	—	$	2.5	$	—	$	1.5

The following table summarizes the gains/(losses) associated with our hedging transactions reclassified from AOCI to earnings:


	Three Months Ended				Nine Months Ended
	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
Foreign currency exchange contracts:
Other (expense) income	$	—	$	3.0	$	0.9	$	2.9

As of October 2, 2025, there were no outstanding foreign currency forward contracts.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

15. Debt

Total debt shown on the Condensed Consolidated Balance Sheets is comprised of the following:


	October 2, 2025				December 31, 2024
	Current		Noncurrent		Current		Noncurrent
Senior secured term loan B	$	5.8	$	562.7	$	5.8	$	564.3
Delayed-draw bridge loan	350.9		—		347.9		—
Exchangeable senior notes due 2028	—		224.8		—		223.6
Senior notes due 2025	—		—		20.8		—

Senior secured notes due 2026	299.7		—		—		299.5
Senior notes due 2028	—		697.9		—		697.3
Senior secured first lien notes due 2029	—		891.2		—		889.9
Senior secured second lien notes due 2030	—		1,183.7		—		1,181.9
Present value of finance lease obligations	29.2		38.0		40.6		62.1
Other	5.3		49.4		9.4		51.1
Total	$	690.9	$	3,647.7	$	424.5	$	3,969.7

Credit Agreement

On October 5, 2020, Spirit entered into a term loan credit agreement (the “Credit Agreement”) providing for a $400.0 senior secured term loan B credit facility with the lenders party thereto and Bank of America, N.A. (“BofA”), as administrative agent and collateral agent. On October 5, 2020, Spirit borrowed the full $400.0 of initial term loans available under the Credit Agreement. The Credit Agreement also permits Spirit to request one or more incremental term facilities in an aggregate principal amount not to exceed (x) in the case of any incremental facility that is secured on a pari passu basis with the Credit Agreement, the greater of (a) $950.0 and (b) such other amount, so long as on a pro forma basis after giving effect to the incurrence of such indebtedness and the use of proceeds thereof, the first lien secured net leverage ratio does not exceed 3.25 to 1.00; and (y) in the case of any incremental facility that is secured on a junior basis to the Credit Agreement, the greater of (a) $500.0 and (b) such other amount, so long as on a pro forma basis after giving effect to the incurrence of such indebtedness and the use of proceeds thereof, the secured net leverage ratio does not exceed 5.00 to 1.00. On November 15, 2021, the Company entered into a first refinancing, incremental assumption and amendment agreement (the “November 2021 Amendment”) to the Credit Agreement. The November 2021 Amendment provides for, among other things, (i) the refinancing of the $397.0 aggregate principal amount of term loans outstanding under the Credit Agreement immediately prior to the effectiveness of the November 2021 Amendment with term loans in an equal principal amount with a lower interest rate (the “Repriced Term Loans”) and (ii) an incremental term loan facility of $203.0 in aggregate principal amount with the same terms as the Repriced Term Loans. On November 23, 2022, the Company entered into a second refinancing amendment ("the "November 2022 Amendment") to the Credit Agreement (the Credit Agreement as amended by the November 2021 Amendment, the November 2022 Amendment, and the February 2025 Amendment (as defined below), the “Amended Credit Agreement”). The November 2022 Amendment provides for, among other things, the refinancing of the $594.0 aggregate principal amount of term loans outstanding under the Credit Agreement immediately prior to the effectiveness of the November 2022 Amendment (the “Existing Term Loans”) with term loans in an equal principal amount with a later maturity date (the “New Term Loans”). The proceeds of the New Term Loans were used to refinance the Existing Term Loans. The New Term Loans will mature on January 15, 2027. The New Term Loans bear interest at a rate ranging between Term SOFR plus 4.25% and Term SOFR plus 4.50% (or, at Spirit’s option, between base rate plus 3.25% and base rate plus 3.50%, as applicable) with the margin varying based on Spirit’s first lien secured gross leverage ratio.

The obligations under the Amended Credit Agreement are guaranteed by Holdings and Spirit AeroSystems North Carolina, Inc., a wholly-owned subsidiary of the Company (“Spirit NC,” and together with Holdings, the “Guarantors”), and each existing and future, direct and indirect, wholly-owned material domestic subsidiary of Spirit, subject to certain customary exceptions. The obligations are secured by a first-priority lien with respect to substantially all assets of Spirit and the Guarantors, subject to certain exceptions. On February 14, 2025, the Company entered into the Third Amendment to Term

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

Loan Credit Agreement (the “February 2025 Amendment”) with BofA to remove the requirement that the audit opinion with respect to the Company’s annual financial statements for the fiscal year ended December 31, 2024 not be subject to a “going concern” qualification.

As of October 2, 2025, the outstanding balance of the Amended Credit Agreement was $576.2 and the carrying value was $568.5.

As of October 2, 2025, the Company was in compliance with all covenants in the Amended Credit Agreement.

Bridge Credit Agreement

On June 30, 2024, Spirit entered into a Delayed-Draw Bridge Credit Agreement (the “Bridge Credit Agreement”) with Morgan Stanley Senior Funding, Inc. (“MSSF”) as lender, as administrative agent and as collateral agent. The Bridge Credit Agreement provides for a senior secured delayed-draw bridge term loan facility in an aggregate principal amount of $350.0. On February 14, 2025, Spirit entered into the First Amendment to Delayed-Draw Bridge Credit Agreement (the “Bridge Credit Agreement Amendment”) to the Bridge Credit Agreement (the Bridge Credit Agreement, as amended by the Bridge Credit Agreement Amendment, the “Amended Bridge Credit Agreement”) with MSSF to remove the requirement that the audit opinion with respect to the Company’s annual financial statements for the fiscal year ended December 31, 2024 not be subject to a “going concern” qualification.

On June 25, 2025, Spirit entered into an amendment and restatement of the Amended Bridge Credit Agreement (the “Amended and Restated Bridge Credit Agreement”). Prior to the amendment and restatement of the Bridge Credit Agreement, the loans thereunder were fully funded, the commitments thereunder were terminated, and the proceeds of the loans thereunder were used for general corporate purposes of Spirit and its subsidiaries, other than the repayment or redemption of other indebtedness. The Amended and Restated Bridge Credit Agreement will mature, and all obligations thereunder will become due and payable, on the earlier of the date the Merger is consummated and September 30, 2025 (the “Initial Term Facility Maturity Date”), subject to automatic extension for one additional three-month period if the merger closing date is extended in accordance with the terms of the Merger Agreement (such earlier date, the “Bridge Maturity Date”).

The principal amount of loans under the Amended and Restated Bridge Credit Agreement bear interest at a rate per annum equal to the TLB Yield (as defined in the Amended and Restated Bridge Credit Agreement) plus a margin of 0.50%. Spirit will accrue a Second Structuring Fee equal to 0.125% of the aggregate amount of the loans and commitments under the Amended and Restated Bridge Credit Agreement on June 25, 2025, and every 60 days thereafter, which fee shall be payable to MSFF on the earlier of the Bridge Maturity Date and the date that all obligations under the Amended and Restated Bridge Credit Agreement are paid in full. Per the terms of the Amended and Restated Bridge Credit Agreement, the payment dates for interest on the outstanding principal amount of the loans have been adjusted from monthly to quarterly.

The obligations under the Amended and Restated Bridge Credit Agreement are guaranteed on a senior secured basis by Holdings, Spirit NC, and certain future, direct or indirect, wholly owned material domestic subsidiaries of Holdings (collectively, the “Guarantors”) and are secured by a first-priority lien with respect to substantially all assets of Spirit and the Guarantors, subject to certain exceptions.

The Amended and Restated Bridge Credit Agreement requires commitments thereunder to be reduced, and loans to be prepaid, with (a) 100% of the net cash proceeds of certain non-ordinary course asset sales by Holdings or any of its subsidiaries (other than certain non-ordinary course divestitures contemplated by the Merger Agreement or the Purchase Agreement) and (b) 100% of the net cash proceeds of certain issuances, offerings or placements of indebtedness or equity interests by Holdings or any of its subsidiaries, in each case subject to certain exceptions set forth in the Amended and Restated Bridge Credit Agreement.

The Amended and Restated Bridge Credit Agreement contains customary affirmative and negative covenants that are typical for facilities and transactions of this type and nature and that, among other things, restrict Holdings and its restricted subsidiaries’ ability to incur additional indebtedness, create liens, consolidate or merge, make acquisitions and other investments, guarantee obligations of third parties, make loans or advances, declare or pay certain dividends or distributions on Holdings’ stock, redeem or repurchase shares of Holdings’ stock, engage in transactions with affiliates and enter into agreements restricting Holdings’ subsidiaries’ ability to pay dividends or dispose of assets. These covenants are subject to a number of qualifications and limitations set forth in the Amended and Restated Bridge Credit Agreement.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

The Amended and Restated Bridge Credit Agreement also contains a securities demand provision under which, if Spirit has publicly announced the termination of the Merger Agreement and any loans under the Amended and Restated Bridge Credit Agreement remain outstanding on the date that is 10 business days after the date of such public announcement, then, upon MSSF’s request, Holdings and Spirit (as applicable) would be required, after a roadshow and marketing period customary for similar offerings, to issue permanent debt and/or equity securities and/or incur and borrow under credit facilities and/or bank financings, in each case, in an aggregate amount of up to $500.0 to repay all outstanding amounts under the Amended and Restated Bridge Credit Agreement and all related fees and expenses.

The Amended and Restated Bridge Credit Agreement provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving Spirit and its material subsidiaries.

On July 18, 2024, August 15, 2024, and September 12, 2024, Spirit borrowed $200.0, $100.0, and $50.0, respectively, under the Amended and Restated Bridge Credit Agreement.

As of October 2, 2025, the outstanding balance of the Amended and Restated Bridge Credit Agreement was $350.0 and the carrying value was $350.9.

As of October 2, 2025, the Company was in compliance with all covenants in the Amended and Restated Bridge Credit Agreement.

Exchangeable Notes

On November 13, 2023, Spirit entered into an Indenture (the “Exchangeable Notes Indenture”), by and among Spirit, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee, in connection with Spirit’s issuance of $230.0 aggregate principal amount of its 3.250% Exchangeable Senior Notes due 2028 (the “Exchangeable Senior Notes”). The Exchangeable Senior Notes are senior, unsecured obligations of Spirit and are fully and unconditionally guaranteed on a senior, unsecured basis by the Guarantors.

The Exchangeable Senior Notes will be exchangeable at an initial exchange rate of 34.3053 shares of Holdings’ Class A common stock per $1,000.00 principal amount of Exchangeable Senior Notes (equivalent to an initial exchange price of approximately $29.15 per share of Class A common stock). At the initial exchange rate, the Exchangeable Senior Notes would be convertible into 7,890,219 shares of Holdings’ Class A common stock. The initial exchange rate is subject to adjustment, as provided in the Exchangeable Notes Indenture.

In connection with certain corporate events, or if Spirit calls any Exchangeable Senior Notes for redemption, Spirit will, under certain circumstances, be required to increase the exchange rate for noteholders who elect to exchange their Exchangeable Senior Notes in connection with any such corporate event or exchange their Exchangeable Senior Notes called for redemption during the related redemption period.

During the nine months ended October 2, 2025, no adjustments were made to the conversion or exercise prices of the Exchangeable Senior Notes.

As of October 2, 2025, the outstanding balance of the Exchangeable Senior Notes was $230.0 and the carrying value was $224.8. Interest expense recognized for the nine months ended October 2, 2025 was $5.6. During the nine months ended October 2, 2025, $1.2 of debt issuance costs were amortized. Unamortized debt issuance costs at October 2, 2025 related to the Exchangeable Senior Notes were $5.2.

The Exchangeable Senior Notes mature on November 1, 2028, unless earlier exchanged, redeemed, or repurchased.

Second Lien 2030 Notes

On November 21, 2023, Spirit entered into an Indenture (the “Second Lien 2030 Notes Indenture”), by and among Spirit, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, in connection with

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

Spirit’s offering of $1,200.0 aggregate principal amount of its 9.750% Senior Secured Second Lien Notes due 2030 (the “Second Lien 2030 Notes”).

The Second Lien 2030 Notes are guaranteed by the Guarantors, and will be guaranteed by each existing and future, direct and indirect, wholly-owned material domestic subsidiary of Holdings that guarantee Holdings’ obligations under the Amended Credit Agreement and certain other indebtedness, subject to certain customary exceptions. The Second Lien 2030 Notes are secured by a second-priority lien with respect to substantially all assets of Spirit and the Guarantors, subject to certain exceptions.

As of October 2, 2025, the outstanding balance of the Second Lien 2030 Notes was $1,200.0 and the carrying value was $1,183.7.

The Second Lien 2030 Notes mature on November 15, 2030.

First Lien 2029 Notes

On November 23, 2022, Spirit entered into an Indenture by and among Spirit, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, in connection with Spirit’s offering of $900.0 aggregate principal amount of its 9.375% Senior Secured First Lien Notes due 2029 (the “First Lien 2029 Notes”).

The First Lien 2029 Notes are guaranteed by the Guarantors, and will be guaranteed by each existing and future, direct and indirect, wholly-owned material domestic subsidiary of Holdings that guarantee Holdings’ obligations under the Amended Credit Agreement and certain other indebtedness. The First Lien 2029 Notes are secured by a first-priority lien with respect to substantially all assets of Spirit and the Guarantors, subject to certain exceptions.

As of October 2, 2025, the outstanding balance of the First Lien 2029 Notes was $900.0 and the carrying value was $891.2.

The First Lien 2029 Notes mature on November 30, 2029.

2025 Notes

On October 5, 2020, Spirit entered into an Indenture by and among Spirit, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, in connection with Spirit’s offering of $500.0 aggregate principal amount of its 5.500% Senior Secured First Lien Notes due 2025 (the “2025 Notes”).

The 2025 Notes were guaranteed by the Guarantors and were initially secured by a first-priority lien with respect to substantially all assets of Spirit and the Guarantors, subject to certain exceptions, which lien was released on November 22, 2022.

As of October 2, 2025, the outstanding balance of the 2025 Notes was $0.0 and the carrying value was $0.0.

The 2025 Notes matured on January 15, 2025.

2026 Notes

In June 2016, the Company issued $300.0 in aggregate principal amount of 3.850% Senior Notes due June 15, 2026 (the “2026 Notes”).

The 2026 Notes are guaranteed by the Guarantors, and each existing and future, direct and indirect, subsidiary of the Company that guarantee the Company’s obligations under the Amended Credit Agreement and certain other indebtedness.

On October 5, 2020, Spirit entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”), by and among Spirit, the Company, Spirit NC, and The Bank of New York Mellon Trust Company, N.A., as trustee in connection with 2026 Notes. Under the Fourth Supplemental Indenture, the holders of the 2026 Notes were granted security on an equal and ratable basis with the secured parties under the Credit Agreement.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

On November 23, 2022, Spirit entered into a Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”), by and among Spirit, the Company, Spirit NC, and The Bank of New York Mellon Trust Company, N.A., as trustee in connection with the 2026 Notes. Under the Fifth Supplemental Indenture, the holders of the 2026 Notes were granted security on an equal and ratable basis with the holders of the First Lien 2029 Notes.

On November 21, 2023, Spirit entered into a Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”), by and among Spirit, the Company, Spirit NC and The Bank of New York Mellon Trust Company, N.A., as trustee in connection with the 2026 Notes. Under the Sixth Supplemental Indenture, the holders of the 2026 Notes were granted security on an equal and ratable basis with the holders of the Second Lien 2030 Notes.

On June 30, 2024, Spirit entered into a Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”), by and among Spirit, Holdings, Spirit NC and The Bank of New York Mellon Trust Company, N.A., as trustee, in connection with the 2026 Notes. Under the Seventh Supplemental Indenture, the holders of the 2026 Notes were granted security on an equal and ratable basis with the secured parties under the Bridge Credit Agreement.

As of October 2, 2025, the outstanding balance of the 2026 Notes was $300.0 and the carrying value was $299.7.

The 2026 Notes mature on June 15, 2026.

2028 Notes

On May 30, 2018, Spirit entered into an Indenture (the “2018 Indenture”) by and among Spirit, the Company and The Bank of New York Mellon Trust Company, N.A., as trustee in connection with Spirit’s offering of $300.0 aggregate principal amount of its Senior Floating Rate Notes due 2021 (the “Floating Rate Notes”), $300.0 aggregate principal amount of its 3.950% Senior Notes due 2023 (the “2023 Notes”) and $700.0 aggregate principal amount of its 4.600% Senior Notes due 2028 (the “2028 Notes” and, together with the Floating Rate Notes and the 2023 Notes, the “2018 Notes”). On February 24, 2021, Spirit redeemed the outstanding $300.0 principal amount of the Floating Rate Notes. On November 23, 2022, Spirit redeemed the outstanding $300.0 principal amount of the 2023 Notes. Holdings guarantees Spirit's obligations under the 2028 Notes on a senior unsecured basis.

As of October 2, 2025, the outstanding balance of the 2028 Notes was $700.0 and the carrying value was $697.9.

The 2028 Notes mature on June 15, 2028.

As of October 2, 2025, the Company was in compliance with all covenants contained in the indentures governing the Second Lien 2030 Notes, First Lien 2029 Notes, 2026 Notes, and the 2028 Notes.

16. Pension and Other Post-Retirement Benefits


	Defined Benefit Plans
	For the Three Months Ended				For the Nine Months Ended
Components of Net Periodic Pension Expense (Income)	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
Service cost	$	0.3	$	0.6	$	1.9	$	1.9
Interest cost	19.8		17.9		55.9		53.2
Expected return on plan assets	(22.2)		(21.9)		(62.7)		(65.1)
Amortization of net loss	(0.1)		—		—		0.1



Net periodic pension income	$	(2.2)	$	(3.4)	$	(4.9)	$	(9.9)

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)


	Other Benefits
	For the Three Months Ended				For the Nine Months Ended
Components of Other Benefit Expense (Income)	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
Service cost	$	0.1	$	0.1	$	0.3	$	0.4
Interest cost	0.5		0.3		1.1		1.1
Amortization of prior service cost	0.4		0.4		1.1		1.1
Amortization of net gain	(0.1)		(0.7)		(1.0)		(1.6)


Net periodic other benefit expense	$	0.9	$	0.1	$	1.5	$	1.0

The components of net periodic pension expense (income) and other benefit expense (income), other than the service cost component, are included in Other income (expense), net in the Company’s Condensed Consolidated Statements of Operations. See Note 21 Other Income (Expense), Net.

Effective October 1, 2021, the Company spun off a portion of the existing PVP A, to a new plan called PVP B (“PVP B”). As part of the PVP B plan termination process, a lump sum offering was provided during 2021 for PVP B participants and the final asset distribution was completed in the first quarter of 2022. At October 2, 2025, a pension reversion asset of $6.4 is recorded on the Restricted plan assets line item on the Company’s Condensed Consolidated Balance Sheets. Restricted plan assets are expected to be reduced over the next four years as they are distributed to employees under a qualified compensation and benefit program. Restricted plan assets are valued at fair value with gain or loss on fair value adjustments recognized within other income. The underlying investments’ fair value measurement levels under the FASB’s authoritative guidance on fair value measurements are Level 2, see Note 13 Fair Value Measurements.

Employer Contributions

The Company’s expected contributions for the current year have not significantly changed from those described in the Company’s 2024 Form 10-K.

17. Stock Compensation

Holdings has established the stockholder-approved Amended and Restated 2014 Omnibus Incentive Plan (the “Omnibus Plan”), to grant cash and equity awards of Holdings’ Class A Common Stock, par value $0.01 per share (“Holdings Common Stock”), to certain individuals. Holdings has established the Long-Term Incentive Plan (the “LTIP”) under the Omnibus Plan to grant equity awards to certain employees of the Company.

The Company recognized a net total of $5.3 and $9.3 of stock compensation expense for the three months ended October 2, 2025 and September 26, 2024, respectively, and a net total of $21.1 and $28.8 of stock compensation expense for the nine months ended October 2, 2025 and September 26, 2024, respectively.

During the nine months ended October 2, 2025, 513,639 time or service-based restricted stock units (“RSUs”) were granted with an aggregate grant date fair value of $17.4 under the Company’s LTIP. Awards typically vest over a three-year period, beginning on the date of grant. Values for these awards are based on the value of Holdings Common Stock on the grant date.

During the nine months ended October 2, 2025, 53,944 shares of restricted Common Stock and 7,576 non-employee director restricted stock units (“DRSUs”) were granted to the Board of Directors of the Company (the “Board”) with an aggregate grant date fair value of $2.3. Both types of awards vest if the non-employee director remains continuously in service for the entire one-year term to which the grant relates. If the non-employee director incurs a termination for any reason before the end of the term (before the annual meeting of stockholders following the grant), the awards are forfeited. Upon vesting, shares relating to restricted Common Stock awards are delivered to the director free of restriction; however, vested shares of Common Stock underlying DRSUs are not delivered to the director until the date that the director leaves the Board. Values for these awards are based on the value of Common Stock on the grant date.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

During the nine months ended October 2, 2025, 269,470 shares of Holdings Common Stock with an aggregate grant date value of $9.7 vested under the Company’s LTIP. Additionally, 30,590 shares of Common Stock previously granted to the Board vested with an aggregate grant date fair value of $1.0, and 29,592 DRSUs previously awarded to the Board vested with an aggregate grant date fair value of $1.0.

The Company maintains the Spirit AeroSystems Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”) which became effective on October 1, 2017 and was amended and restated on February 26, 2024. Under the amended plan, the per-share purchase price for Holdings Common Stock purchased under the ESPP is 85% of the lower of (a) the fair market value of a share on the first day of the applicable offering period or (b) the fair market value of a share on the applicable purchase date.

The Company recognized no stock compensation expense related to the ESPP for the three and nine months ended October 2, 2025, respectively. The Company recognized $0.8 and $2.0 of stock compensation expense related to the ESPP for the three and nine months ended September 26, 2024, respectively.

Further purchases under the ESPP after the offering period that closed on September 30, 2024 were suspended pursuant to the Merger Agreement. If the Merger is completed, the ESPP will be terminated. See Note 1 Organization, Basis of Interim Presentation and Recent Developments.

18. Income Taxes

At interim periods, income tax related to ordinary income or loss is typically computed at an estimated annual effective tax rate (“AETR”), and income tax related to all other items is typically computed individually and recognized when the items occur (i.e., discretely). In the second quarter of 2025, the Company determined that a reliable estimate of the AETR for one of its non-U.S. subsidiaries could not be made, primarily due to the sensitivity of the estimated AETR to changes in forecasted pre-tax earnings in relation to significant permanent differences. As a result, the income tax provision for the six months ended July 3, 2025 was calculated based on 2025 year-to-date results for one subsidiary, and an estimate of the AETR, adjusted for discrete items, for all other entities. In the third quarter of 2025, the Company determined that a reliable estimate of the AETR for the non-U.S. subsidiaries could be made and adjusted the tax provision calculation to use the estimated AETR, adjusted for discrete items for the nine months ended October 2, 2025.

Deferred tax assets are periodically evaluated to determine their recoverability and whether a valuation allowance is necessary. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. When determining the amount of net deferred tax assets that are more likely than not to be realized, the Company assesses all available positive and negative evidence. The weight given to the positive and negative evidence is commensurate with the extent the evidence may be objectively verified. As such, it is generally difficult for positive evidence regarding projected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reporting losses.

Based on these criteria and the relative weighting of both the positive and negative evidence available, and in particular the activity surrounding our prior earnings history, including the forward losses previously recognized in the U.S., the Company has recorded a valuation allowance against U.S. deferred tax assets. Increases in the valuation allowances recorded against U.S. deferred tax assets in the nine months ended October 2, 2025 were $393.3. This is comprised of $0.0 related to other comprehensive income (“OCI”) and $393.3 from continuing operations. As of October 2, 2025, the total net U.S. deferred tax asset before the valuation allowance was $1,241.9 and the total net U.S. valuation allowance was $1,269.8. The net U.S. deferred tax liability after valuation allowances was $27.9.

The Company has determined a valuation allowance on certain U.K. deferred tax assets is needed based upon cumulative losses generated in the U.K. Increases in the valuation allowances recorded against U.K. deferred tax assets in the nine-month period ended October 2, 2025 were $109.2. This is comprised of ($0.6) related to other comprehensive income (“OCI”) and $109.8 from continuing operations, including utilization of net operating losses. As of October 2, 2025, the total net U.K. deferred tax asset before the valuation allowance was $608.0 and the total net U.K. valuation allowance was $613.2. The net U.K. deferred tax liability after valuation allowance was $5.2.

The Company files income tax returns in all jurisdictions in which it operates.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

In general, the Company records income tax expense each quarter based on its estimate as to the full year’s effective tax rate. Certain items, however, are given discrete period treatment and the tax effects for such items are therefore reported in the quarter that an event arises. Events or items that may give rise to discrete recognition include excess tax benefits with respect to share-based compensation, finalizing amounts in income tax returns filed, finalizing audit examinations for open tax years, expiration of statutes of limitations, and changes in tax law.

The (1.53%) effective tax rate for the nine months ended October 2, 2025 differs from the (1.07%) effective tax rate for the same period of 2024 primarily due to changes in the valuation allowances recorded on U.S. and U.K. deferred tax assets. As the Company is currently reporting a pre-tax loss for the nine months ended October 2, 2025, an increase in the effective tax rate results in an increase of income tax benefits, while a decrease in the rate results in a reduction of income tax benefits.

The Company’s federal audit is conducted under the Internal Revenue Service Compliance Assurance Process (“CAP”) program. The Company will continue to participate in the CAP program for 2021 through 2025. The CAP program’s objective is to resolve issues in a timely, contemporaneous manner and eliminate the need for a lengthy post-filing examination. The Company has an open tax audit in the Kingdom of Morocco for tax years ending prior to the Company’s ownership of the Moroccan legal entity. There are ongoing audits in other jurisdictions that are not material to the financial statements and the Company believes appropriate provisions for all outstanding tax issues have been made for all jurisdictions and years.

The Company operated under a tax holiday in Malaysia which was effective through September 30, 2024. The tax holiday was conditional upon remaining in good standing with the Malaysia taxing authorities, having at least 20% value-add, and having at least 30% of employees with diploma/degree in science/technical discipline. The tax benefit impact of this holiday was $2.8 for 2024.

The State of Kansas enacted new tax legislation during the second quarter of 2025. Included in this legislation were changes to move Kansas to single sales apportionment for years starting in 2027 and to provide for a deferred tax impact deduction if the imposition of the single sales apportionment factor results in a decrease in Kansas net deferred tax assets. Before the valuation allowance, this will have a material impact on the Company’s Kansas deferred tax assets and liabilities. After the valuation allowance, this will have an immaterial impact on the Company’s Kansas deferred tax assets and liabilities. This impact has been recorded to the financial statements for the nine months ended October 2, 2025.

The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective on January 1, 2024. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world have and are enacting legislation. Pillar Two will apply to the Company’s worldwide operations. Considering the Company does not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum, these rules are not expected to materially increase the Company’s global tax costs. There remains uncertainty as to the final Pillar Two model rules. The U.S. and global legislative action will be monitored for potential Pillar Two impacts.

On July 4, 2025, P.L. 119-21, commonly known as the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA includes a broad range of business tax reform provisions including enhanced deductibility of bonus depreciation, domestic research costs, and interest expense, as well as various changes to U.S. taxability of non-U.S. operations. The Company has updated tax calculations for the OBBBA and has concluded the impact of the legislation will not have a material impact on its financial statements or cash taxes in 2025.

19. Equity

Earnings per Share Calculation

Basic net income per share is computed using the weighted-average number of outstanding shares of Holdings Common Stock during the measurement period. Diluted net income per share is computed using the weighted-average number of outstanding shares of Holdings Common Stock and, when dilutive, potential outstanding shares of Holdings Common Stock during the measurement period. Diluted earnings per share includes any dilutive impact of service-based restricted stock units, director restricted stock units, restricted stock awards, and performance-based restricted stock units.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity. As of October 2, 2025, no treasury shares have been reissued or retired.

The total authorization amount remaining under the current share repurchase program is approximately $925.0. During the nine-month period ended October 2, 2025, the Company did not repurchase any shares of Holdings Common Stock under this share repurchase program. Share repurchases are currently on hold. The Credit Agreement imposes restrictions on the Company’s ability to repurchase shares.

The following table sets forth the computation of basic and diluted earnings per share:


	For the Three Months Ended
	October 2, 2025					September 26, 2024
	Income		Shares	Per Share Amount		Income		Shares	Per Share Amount
Basic EPS
Loss available to common stockholders	$	(724.3)	117.6	$	(6.16)	$	(476.9)	117.2	$	(4.07)
Income allocated to participating securities	—		—			—		—
Net loss	$	(724.3)				$	(476.9)

Diluted potential common shares			—					—
Diluted EPS
Net loss	$	(724.3)	117.6	$	(6.16)	$	(476.9)	117.2	$	(4.07)


	For the Nine Months Ended
	October 2, 2025					September 26, 2024
	Income		Shares	Per Share Amount		Income		Shares	Per Share Amount
Basic EPS
Loss available to common stockholders	$	(1,968.2)	117.5	$	(16.75)	$	(1,508.9)	116.7	$	(12.93)
Income allocated to participating securities	—		—			—		—
Net loss	$	(1,968.2)				$	(1,508.9)

Diluted potential common shares			—					—
Diluted EPS
Net loss	$	(1,968.2)	117.5	$	(16.75)	$	(1,508.9)	116.7	$	(12.93)

Included in the outstanding Holdings Common Stock were 0.1 million and 0.0 million of issued but unvested shares at October 2, 2025 and September 26, 2024, respectively, which are excluded from the basic Earnings Per Share (“EPS”) calculation.

Shares of Holdings Common Stock of 8.5 million and 8.5 million, respectively, were excluded from diluted EPS as a result of incurring a net loss for the three and nine months ended October 2, 2025, as the effect would have been antidilutive. Additionally, diluted EPS for the three and nine months ended October 2, 2025 excludes 0.1 million and 0.1 million shares, respectively, that may be dilutive shares of Holdings Common Stock in the future but were not included in the computation of diluted EPS because the effect was either antidilutive or the performance condition was not met.

Shares of Holdings Common Stock of 8.7 million and 8.9 million, respectively, were excluded from diluted EPS as a result of incurring a net loss for the three and nine months ended September 26, 2024, as the effect would have been antidilutive. Additionally, diluted EPS for the three and nine months ended September 26, 2024 excludes 0.3 million and 0.2 million shares, respectively, that may be dilutive shares of Holdings Common Stock in the future but were not included in the computation of diluted EPS because the effect was either antidilutive or the performance condition was not met.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss is summarized by component as follows:


	As of		As of
	October 2, 2025		December 31, 2024
Pension	$	(15.4)	$	(17.2)

SERP/Retiree medical	6.9		6.8
Derivatives - foreign currency hedge	—		0.7
Foreign currency impact on long-term intercompany loan	(12.5)		(15.2)
Currency translation adjustment	(33.2)		(75.2)
Total accumulated other comprehensive loss	$	(54.2)	$	(100.1)

Amortization or settlement cost recognition of the pension plans’ net gain/(loss) reclassified from accumulated other comprehensive loss and realized into cost of sales and selling, general and administrative expense on the Condensed Consolidated Statements of Operations was ($0.3) and $0.4 for the three months ended October 2, 2025 and September 26, 2024, respectively, and ($0.2) and $0.6 for the nine months ended October 2, 2025 and September 26, 2024, respectively.

20. Commitments, Contingencies and Guarantees

Litigation

On May 3, 2023, a private securities class action lawsuit was filed in the U.S. District Court for the Southern District of New York against the Company, its former Chief Executive Officer, Tom Gentile III, and its Senior Vice President and Chief Financial Officer, Mark J. Suchinski. An Amended Complaint was filed on December 19, 2023, and a Second Amended Complaint was filed, with leave of the Court, on March 12, 2024. The lawsuit was brought on behalf of certain purchasers of securities of the Company, who allege purported misstatements and omissions concerning alleged faulty production controls and alleged quality and safety issues (the “Securities Class Action”). The specific claims in the Securities Class Action include (i) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants, and (ii) violations of Section 20(a) of the Exchange Act against the individual defendants. The plaintiffs seek monetary damages. On May 13, 2024, the Company filed a motion to dismiss. On January 22, 2025, following mediation and while the motion to dismiss remained pending, the parties to this lawsuit, including the Company, entered into a binding term sheet to settle all claims asserted in the lawsuit against all defendants. The Company expects the settlement payment to be substantially covered by its insurance arrangements. The parties have entered a more detailed Settlement Agreement that has superseded the binding term sheet and which remains subject to judicial approval that has been sought jointly by the parties. On September 4, 2025, the court granted preliminary approval for the settlement, subject to further consideration at a settlement hearing to take place in 2026.

Spirit has been involved in litigation in the 10th Circuit Court of Appeals (the “Appellate Court”) with its former Chief Executive Officer, Larry Lawson, over Lawson’s disputed violation of a restrictive covenant in his retirement and consulting agreement. On October 19, 2021, the U.S. District Court for the District of Kansas (the “District Court”), ruled in favor of Lawson and awarded him $44.8 for benefits withheld in connection with the disputed violation, as well as post-judgment interest at the rate of 4.25%.

Spirit appealed the judgment to the Appellate Court. On February 27, 2023, the Appellate Court issued an opinion reversing the District Court decision and concluding that Lawson had violated the terms of the restrictive covenant and remanded for the District Court to address whether the restrictive covenant that Lawson violated was enforceable under Kansas law. On June 15, 2023, the District Court held that the restrictive covenant was enforceable as a matter of Kansas law. The District Court entered judgment in favor of Spirit on June 27, 2023. Lawson appealed the District Court’s latest decision, and on April 25, 2025, the Appellate Court affirmed the District Court’s judgment. The time for Lawson to seek further review of this decision expired on July 24, 2025. A liability for the full amount of the award issued on October 19, 2021, plus accrued interest through March 28, 2023, was recognized. As a result of the conclusion to this litigation, the Company reversed accrued liabilities of approximately $47.5 in the third quarter of 2025.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

From time to time, in the ordinary course of business, the Company receives certain requests for information from government agencies (including the Department of Justice, the SEC and the FAA, among others) in connection with their regulatory or investigational authority. The Company has received information and document requests related to the January 5, 2024 Alaska Airlines incident, the B737 MAX 9 door plug, and safety and quality processes in the B737 MAX line production. These include requests to assist the government in investigations or audits, including by the FAA, as a party representative to a now-concluded National Transportation Safety Board investigation, grand jury subpoenas from the Department of Justice, and subpoenas or examination requests from the SEC and the Attorney General of the State of Texas. The Company has also received subpoenas for records and other documents relating to the production, acquisition and use of titanium and other materials or parts, where certain records and certifications provided to the Company by third parties were or have been alleged to be counterfeit. The Company reviews such requests and notices and takes appropriate action. Additionally, the Company is subject to federal and state requirements for protection of the environment, including those for disposal of hazardous waste and remediation of contaminated sites. As a result, the Company is required to participate in certain government investigations regarding environmental remediation actions. The Company is currently unable to reasonably estimate any impact arising from these incidents, including any impacts from these requests and investigations.

In addition to the items addressed above, from time to time, the Company is subject to, and is presently involved in, litigation, legal proceedings, or other claims arising in the ordinary course of business. While the final outcome of the matters cannot be predicted with certainty, considering, among other things, the meritorious legal defenses available, the Company believes that, on a basis of information presently available, none of these items, when finally resolved, will have a material adverse effect on the Company’s long-term financial position or liquidity.

Customer and Vendor Claims

The Company receives, and is currently subject to, customer and vendor claims arising in the ordinary course of business, including, but not limited to, those related to product quality and late delivery. The Company accrues for matters when losses are deemed probable and reasonably estimable. In evaluating matters for accrual and disclosure purposes, the Company takes into consideration multiple factors including without limitation its historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood of an unfavorable outcome, and the severity of any potential loss. Any accruals deemed necessary are reevaluated at least quarterly and updated as matters progress over time.

Contingencies

During the first three quarters of 2025, the Company updated its estimated cost to satisfy customer firm orders on the A350, A330, and A220 programs. Based on these estimates, and management’s evaluation of key macroeconomic assumptions including the probability that these performance obligations would be exercised, management determined that it is probable each of these programs' performance obligations will extend beyond the period of time for which the Company has recorded forward losses. The key drivers of the additional forward losses are foreign exchange rates, customer driven schedule changes, supply chain cost growth and production performance on the A350, A330 and A220 programs. As a result, the Company recorded incremental forward losses during the first three quarters of 2025 of $471.3 on the A350, A330 and A220 programs for production of expected firm orders through January 2030. Additional losses beyond what has been reserved could occur if there are unexpected changes to current assumptions in macroeconomic factors relevant to the Company's cost to complete all firm orders. As a result, while the Company does not believe incremental losses beyond those currently recorded are evident, it is reasonably possible one or more of these programs could be performed at a loss incremental to forward losses previously recorded for production outside of the timeframe or for orders that may be placed in addition to those assessed as of October 2, 2025 highlighted above. The Company continues to evaluate all options to reduce or eliminate recorded forward losses prospectively, including, but not limited to, continued active negotiations with its A220, A330 and A350 customer, regarding, among other things, elements of price.

Guarantees

Contingent liabilities in the form of letters of guarantee have been provided by the Company. Outstanding guarantees were $26.8 and $24.9 at October 2, 2025 and December 31, 2024, respectively.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

Restricted Cash - Collateral Requirements

The Company was required to maintain $33.8 and $29.5 of restricted cash as of October 2, 2025 and December 31, 2024, respectively, related to certain collateral requirements for obligations under its workers’ compensation programs. Restricted cash is included in Other assets in the Company's Condensed Consolidated Balance Sheets.

Indemnification

The Company has entered into customary indemnification agreements with its directors, and its bylaws and certain executive employment agreements include indemnification and advancement provisions. Under the bylaws and any applicable agreement, the Company agrees to indemnify individuals against claims arising out of events or occurrences related to that individual’s service as the Company’s agent or the agent of any of its subsidiaries to the fullest extent legally permitted.

The Company has agreed to indemnify parties for specified liabilities incurred, or that may be incurred, in connection with transactions they have entered into with the Company. The Company is unable to assess the potential number of future claims that may be asserted under these indemnities, nor the amounts thereof (if any). As a result, the Company cannot estimate the maximum potential amount of future payments under these indemnities and therefore, no liability has been recorded.

Service and Product Warranties and Extraordinary Rework

Provisions for estimated expenses related to service and product warranties and certain extraordinary rework are evaluated on a quarterly basis. These costs are accrued and are recorded to unallocated cost of goods sold. These estimates are established using historical information on the nature, frequency, and average cost of warranty claims, including the experience of industry peers. In the case of new development products or new customers, the Company considers other factors including the experience of other entities in the same business and management judgment, among others. Service warranty and extraordinary rework is reported in current liabilities and other liabilities on the Company’s Condensed Consolidated Balance Sheets.

During the nine months ended October 2, 2025, the Company updated its estimate related to a specific warranty issue involving parts affected by the titanium records and certifications that are alleged to have been counterfeited and has established a specific warranty reserve of $115.5 for that matter. The Company believes it has certain contractual rights related to recovery from suppliers and is aggressively pursuing these.

The warranty balance presented in the table below includes unresolved warranty claims that are in dispute in regard to their value as well as their contractual liability. The Company estimated the total costs related to some of these claims; however, there is significant uncertainty surrounding the disposition of these disputed claims and as such, the ultimate determination of the provision’s adequacy requires significant management judgment. The amount of the specific provisions recorded against disputed warranty claims was $2.3 as of October 2, 2025 and December 31, 2024. These specific provisions represent the Company’s best estimate of probable warranty claims. Should the Company incur higher than expected warranty costs and/or discover new or additional information related to these warranty provisions, the Company may incur additional charges that exceed these recorded provisions. The Company utilized available information to make appropriate assessments, however the Company recognizes that data on actual claims experience is of limited duration and therefore, claims projections are subject to significant judgment. The amount of the reasonably possible disputed warranty claims in excess of the specific warranty provision was $3.4 as of October 2, 2025 and December 31, 2024.

The following is a roll forward of the service warranty and extraordinary rework balance at October 2, 2025:


Balance, December 31, 2024	$	86.7
Charges (release) to costs and expenses	118.2
Payouts	(2.6)
Exchange rate	0.1
Balance, October 2, 2025	$	202.4

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

21. Other Income (Expense), Net

Other income (expense), net is summarized as follows:


	For the Three Months Ended				For the Nine Months Ended
	October 2, 2025		September 26, 2024		October 2, 2025		September 26, 2024
Kansas Development Finance Authority bond	$	0.9	$	0.8	$	2.7	$	2.6

Interest income	2.6		1.2		7.1		7.8
Foreign currency (losses) gains (1)	9.4		(28.0)		(36.8)		(24.1)
Gain on foreign currency forward contract	—		3.0		0.9		2.9
Loss on sale of accounts receivable	(2.0)		(13.6)		(6.8)		(35.1)
Pension income	1.7		4.0		5.6		11.2


Other (2)	1.7		(0.4)		(2.6)		4.4
Total	$	14.3	$	(33.0)	$	(29.9)	$	(30.3)

(1) Foreign currency gains and losses are due to the impact of movement in foreign currency exchange rates on long-term contractual rights/obligations, as well as cash and both trade and intercompany receivables/payables that are denominated in a currency other than the entity’s functional currency.

(2)During the first quarter of 2017, the Company entered into a financing transaction with Chase Community Equity, LLC (“Chase”) related to the purchase and installation of certain equipment at the Company’s facility in Wichita, Kansas. Chase made a capital contribution and the Company made a loan to Chase NMTC Spirit Investment Fund, LLC (“Investment Fund”) under a qualified New Markets Tax Credit program. The nine months ended September 26, 2024 includes a $5.7 gain related to the Company’s repurchase of Chase’s interest in the Investment Fund. Chase’s interest in the Investment Fund was included in Other current liabilities on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2023.

22. Customer Financing

On November 8, 2024, we entered into an advance payments agreement with Boeing to provide up to $350.0 of cash advances for the sole purpose of producing and maintaining readiness to produce products as defined in existing contracts at the rates required by Boeing. These advances were intended to address Spirit’s higher levels of inventory and contract assets, lower operational cash flows, decrease in expected deliveries to Boeing and higher factory costs to maintain rate readiness, attributed to product quality verification process enhancements (including moving such process from Renton, Washington, to Wichita, Kansas), the lingering effects of the 2024 strike by Boeing employees and limitations on Boeing increasing production rates. In the third quarter of 2025, the Company executed three separate amendments with Boeing to secure additional operational cash flows which aggregated in total to $120.0, all of which was received prior to the end of the third quarter. As of October 2, 2025, we had $478.6 outstanding under this advance agreement, including $8.6 of capitalized interest.

The advance agreement requires Spirit to repay the advances to Boeing in accordance with the following payment schedule: 25% of the then-outstanding advances on each of April 30, 2026, June 30, 2026, and September 30, 2026, and the remaining balance of outstanding advances on December 31, 2026. The advances will bear an advance fee in an amount equal to 6.0% of the outstanding amount of the advances which will be paid on the fifteenth day of each calendar quarter, by capitalizing such fee and adding it to the outstanding amount of Advances thereunder.

Included in the Customer financing, short-term and long-term line items on the Company’s Condensed Consolidated Balance Sheet as of October 2, 2025, are liabilities related to the customer financing of $180.0 from Boeing received in the twelve months ended December 31, 2023. Per the terms of the January 2025 amended agreement, equal payments of $45.0 are due in October, November and December of 2026 with the final $45.0 payment due in December 2027. As of October 2, 2025, $45.0 is included in Customer financing, short-term while the remaining $135.0 is included in Customer financing, long-term.

On April 18, 2024, the Company entered into the MOA with Boeing providing for $425.0 of cash advances, which was received in the second quarter of 2024. On June 20, 2024, the MOA was amended such that Boeing agreed to provide an additional $40.0 of cash advances, also received in the second quarter of 2024. The MOA was amended again on January 22, 2025, to reschedule the repayment dates to be a total of $75.0 on April 1, 2026, $75.0 on May 1, 2026, $75.0 on June 1, 2026, $75.0 on July 1, 2026, $75.0 on August 1, 2026 and $50.0 on September 1, 2026. Additionally, the amendment added a

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

provision whereby in the event the Merger Agreement is terminated, any advances then outstanding under the MOA would become due and payable on April 1, 2026. As of the date of this filing, the Company has repaid $40.0 of the MOA advances.

During the three months ended March 28, 2024, the Company received an advance payment from Airbus of $17.0 under a term sheet agreement between Airbus Canada Limited Partnership (“Airbus Canada”) and Short Brothers plc (the Company’s facilities located in Belfast, Northern Ireland), for short term funding for increased freight costs incurred in the period from January to March 2024. See also the disclosure under the heading “Stock and Asset Purchase Agreement with Airbus” in Note 1 Organization, Basis of Interim Presentation and Recent Developments.

On April 23, 2025, Spirit, acting on its own behalf and on behalf of Spirit Europe, Short Brothers plc, and Spirit NC, entered into a Memorandum of Agreement with Airbus S.A.S. (the “April 2025 Airbus MOA”) under which Airbus S.A.S. has agreed to, among other things, provide two non-interest bearing lines of credit to Spirit NC, each in the amount of $100.0, each of which will be used to support the continued production of specified Airbus programs. Under the terms of the April 2025 Airbus MOA, these amounts, and the related repayment obligations, will be directly or indirectly assumed by Airbus S.A.S. or one of its affiliates upon the Airbus Closing or, if earlier, repaid to Airbus on April 1, 2026. In the second quarter of 2025, the Company received $200.0 under the April 2025 Airbus MOA in addition to $0.6 related to an additional advance that is subject to the same terms and conditions. During the third quarter of 2025, Spirit entered into four separate amendments of this MOA with Airbus to secure additional operational cash flows which aggregated in total to $59.0, all of which was received by the end of the third quarter of 2025. The total amount outstanding under this agreement at October 2, 2025 was $259.6.

On June 28, 2024, Spirit, acting on its own behalf and on behalf of Spirit Europe and Short Brother plc, entered into a Memorandum of Agreement with Airbus S.A.S. (the “2024 Airbus MOA”) to receive $50.0 in advances related to certain program related expenditures. During the three months ended September 26, 2024, the Company received $27.4 of the advances. The remaining $22.6 was received on October 2, 2024. The 2024 Airbus MOA was amended on October 6, 2024 to include Spirit NC and provide for an additional $12.0 for specified expenditures. The additional $12.0 was received on October 8, 2024. It was amended again on November 12, 2024, effective November 8, 2024, to increase the funding capacity by $57.0. On December 18, 2024, Spirit received $20.0 of the additional capacity with an additional $15.0 received on January 31, 2025 and the remaining $15.0 received in February 2025. On January 17, 2025, the second amended and restated agreement was amended to increase the funding capacity by $8.0 which was received in January 2025. Per the terms of the amended memorandum of agreement, these amounts will be assumed by Airbus upon the Airbus Closing, or, if earlier, repaid to Airbus on April 1, 2026. On July 11, 2025, the Company entered into a third amended and restated memorandum of agreement to the original 2024 Airbus MOA, under which Airbus S.A.S., directly or through its affiliates, extended certain financial assistance to Spirit and certain of its subsidiaries (together, the “Supplier”) in respect of specified contracts under which Spirit and certain of its subsidiaries are suppliers to Airbus S.A.S. or affiliates of Airbus S.A.S. This third amendment and restatement restated and superseded the 2024 Airbus MOA. Under this amended and restated MOA, subject to the terms and conditions therein, Airbus S.A.S. has agreed to, among other things, provide an additional $94.0 support package paid to the Supplier (for a total of $152.0), which shall be used solely and exclusively in relation to Airbus programs. In July 2025, Spirit repaid $7.5 related to the $8.0 received as part of the second amended and restated agreement.

Advances on the A350 Program. During the twelve months ended December 31, 2023, the Company received an advance payment from Airbus of $100.0 under an agreement between Airbus S.A.S. and Spirit AeroSystems (Europe) Limited (“Spirit Europe”) signed on June 23, 2023 (the “A350 Agreement”). The A350 Agreement provides for up to $100.0 of advances that were originally required to be repaid along with a nominal fee to Airbus by way of offset against the purchase price of certain A350 FLE shipset deliveries in 2025. To the extent actual deliveries in 2025 were insufficient to offset the advance amount, any amount not offset against deliveries would have been due and payable to Airbus per the terms of the Purchase Agreement. However, per the terms of the Purchase Agreement, these payments will not be offset against deliveries but instead be due at the closing of the divestiture of the Airbus businesses. As of October 2, 2025, we had $102.5 outstanding under this agreement, including $2.5 of capitalized interest. In connection with the A350 Agreement, Spirit Europe has pledged certain program assets including work in process inventories and raw materials at Spirit’s Scotland facility in an amount sufficient to cover the advances. See also the disclosure under the heading “Stock and Asset Purchase Agreement with Airbus” in Note 1 Organization, Basis of Interim Presentation and Recent Developments.

Given these terms, $746.7 of the advances is included in the Customer financing, short-term line item and $336.9 of the advances is included in the Customer financing, long-term line item on the Company’s Condensed Consolidated Balance Sheet as of October 2, 2025. These balances reflect the impact of held-for-sale treatment of $493.1 of Airbus advances related to the Airbus Purchase Agreement. See Note 26 Dispositions.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

23. Segment Information

The Company operates in three principal segments: Commercial, Defense & Space and Aftermarket. Approximately 83% of the Company’s net revenues for the nine months ended October 2, 2025 came from the Company’s two largest customers, Boeing and Airbus. Boeing represents a substantial portion of the Company’s revenues across segments. Airbus represents a substantial portion of revenues in the Commercial segment. The Company’s primary profitability measure to review a segment’s operating performance is segment operating income before corporate selling, general and administrative expenses, research and development and unallocated cost of sales.

Corporate selling, general and administrative expenses include centralized functions such as accounting, treasury and human resources that are not specifically related to the Company’s operating segments and are not allocated in measuring the operating segments’ profitability and performance and net profit margins. Research and development includes research and development efforts that benefit the Company as a whole and are not unique to a specific segment. These items are not specifically related to the Company’s operating segments and are not utilized in measuring the operating segments’ profitability and performance.

The Company’s Commercial segment includes design and manufacturing of forward, mid, and rear fuselage sections and systems, struts/pylons, nacelles (including thrust reversers) and related engine structural components, wings, and wing components (including flight control surfaces), as well as other miscellaneous structural parts for large commercial aircraft and/or business/regional jets. Sales from this segment are primarily to the aircraft OEMs or engine OEMs of large commercial aircraft and/or business/regional jet programs. Approximately 63% and 67% of Commercial segment net revenues came from the Company’s contracts with Boeing for the nine months ended October 2, 2025, and September 26, 2024, respectively. Approximately 31% and 26% of Commercial segment net revenues came from the Company’s contracts with Airbus for the nine months ended October 2, 2025, and September 26, 2024, respectively. The Commercial segment manufactures products at the Company’s facilities in Wichita, Kansas; Tulsa, Oklahoma; Kinston, North Carolina; Prestwick, Scotland; Casablanca, Morocco; Belfast, Northern Ireland; and Subang, Malaysia. The Commercial segment also includes an assembly plant for the A350 XWB aircraft in Saint-Nazaire, France.

The Company’s Defense & Space segment includes design and manufacturing of fuselage, strut, nacelle, and wing aerostructures (primarily) for U.S. Government defense programs, including Boeing P-8 and KC-46 Tanker, which are commercial aircraft that are modified for military use. Sales from this segment are primarily to the prime contractors on various U.S. Government defense program contracts for which the Company is a sub-contractor. A significant portion of the Company’s Defense & Space segment revenues are represented by defense business that is classified by the U.S. Government and cannot be specifically described. A significant portion of Defense & Space segment net revenues came from the Company’s contracts with two individual customers for the nine months ended October 2, 2025, and September 26, 2024. The Defense & Space segment manufactures products at the Company’s facilities in Wichita, KS; Tulsa, OK; Belfast, Northern Ireland; and Prestwick, Scotland.

The Company’s Aftermarket segment includes design, manufacturing, and marketing of spare parts and maintenance, repair, and overhaul (“MRO”) services, repairs for flight control surfaces and nacelles, radome repairs, rotable assets, engineering services, advanced composite repair, and other repair and overhaul services. Approximately 51% and 56% of Aftermarket segment net revenues came from the Company’s contracts with a single customer for the nine months ended October 2, 2025, and September 26, 2024, respectively. The Aftermarket segment manufactures products at the Company's facilities in Wichita, KS; Tulsa, OK; Kinston, North Carolina; Dallas, TX; Prestwick, Scotland; Casablanca, Morocco; and Belfast, Northern Ireland.

On April 27, 2025, the Company entered into the Airbus Purchase Agreement with Airbus SE to transfer ownership of certain assets and sites involved in the production of Airbus aerostructures, which are part of the Company’s Commercial and Aftermarket segments (the “Airbus Business Disposition”). Airbus SE will be compensated by payments totaling $580.9 million in cash from the Company, inclusive of adjustments for certain specified advances as defined in the Purchase Agreement and subject to purchase price adjustments and closing conditions. For additional information, see Note 26, Dispositions.

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

The Company’s segments are consistent with the organization and responsibilities of management reporting to the chief executive officer, the chief operating decision-maker for the purpose of assessing performance. The chief operating decision maker uses both gross profit and segment operating income for each segment primarily in the evaluation of periodic performance and for the forecasting process. He considers forecast-to-actual variances on a quarterly basis for both measures when making decisions about the allocation of operating resources to each segment. The Company’s definition of segment operating income differs from operating income as presented in its primary financial statements and a reconciliation of the segment and consolidated results is provided in the table set forth below.

While some working capital accounts are maintained on a segment basis, much of the Company’s assets are not managed or maintained on a segment basis. Property, plant, and equipment, including tooling, is used in the design and production of products for each of the segments and, therefore, is not allocated to any individual segment. In addition, cash, prepaid expenses, other assets, and deferred taxes are managed and maintained on a consolidated basis and generally do not pertain to any particular segment. Raw materials and certain component parts are used in aerostructure production across all segments. Work-in-process inventory is identifiable by segment but is managed and evaluated at the program level. As there is no segmentation of the Company’s productive assets, depreciation expense (included in fixed manufacturing costs and selling, general and administrative expenses) and capital expenditures, no allocation of these amounts has been made solely for purposes of segment disclosure requirements.

The following tables show segment revenues and operating income (loss) for the three and nine months ended October 2, 2025 and September 26, 2024:


Three Months Ended October 2, 2025	Commercial		Defense & Space		Aftermarket		Corporate and Other		Consolidated
($ in millions)
Net revenues	$	1,170.1	$	304.1	$	111.2	$	—	$	1,585.4
Cost of sales	(1,740.4)		(307.8)		(101.6)		—		(2,149.8)
Excess capacity costs	(43.1)		(12.1)		—		—		(55.2)




Segment operating (loss) income	$	(613.4)	$	(15.8)	$	9.6	$	—	$	(619.6)
Selling, general and administrative	—		—		—		(40.5)		(40.5)
Research and development	—		—		—		(9.3)		(9.3)
Gain on dispositions of businesses, net (1)	—		—		—		22.9		22.9
Operating (loss) income	$	(613.4)	$	(15.8)	$	9.6	$	(26.9)	$	(646.5)
Interest expense and financing fee amortization	—		—		—		(94.5)		(94.5)
Other income, net	—		—		—		14.3		14.3
(Loss) income before income taxes and equity in net income of affiliates	$	(613.4)	$	(15.8)	$	9.6	$	(107.1)	$	(726.7)

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)


Three Months Ended September 26, 2024	Commercial		Defense & Space		Aftermarket		Corporate and Other		Consolidated
($ in millions)
Net revenues	$	1,139.8	$	231.3	$	99.5	$	—	$	1,470.6
Cost of sales	(1,373.5)		(182.2)		(90.8)		—		(1,646.5)
Excess capacity costs	(65.8)		(4.3)		—		—		(70.1)

Segment gross (loss) profit	$	(299.5)	$	44.8	$	8.7	$	—	$	(246.0)
Restructuring costs	0.1		—		—		—		0.1

Segment operating (loss) income	$	(299.4)	$	44.8	$	8.7	$	—	$	(245.9)
Selling, general and administrative	—		—		—		(93.8)		(93.8)
Research and development	—		—		—		(10.4)		(10.4)
Operating (loss) income	$	(299.4)	$	44.8	$	8.7	$	(104.2)	$	(350.1)
Interest expense and financing fee amortization	—		—		—		(90.8)		(90.8)
Other expense, net	—		—		—		(33.0)		(33.0)
(Loss) income before income taxes and equity in net income of affiliates	$	(299.4)	$	44.8	$	8.7	$	(228.0)	$	(473.9)

(1)During the three months ended October 2, 2025, the Company reversed the ($132.5) loss that was recorded in the second quarter of 2025 for a valuation allowance on assets held for sale in relation to the Company’s Airbus Business due to subsequent deterioration of the balance sheet. In the third quarter of 2025, the Company also recorded a ($109.6) loss for a valuation allowance on assets held for sale in relation to the Company’s Malaysia Business, resulting in a net reversal of loss of $22.9 reflected within (Gain) loss on dispositions of businesses, net in the Condensed Consolidated Statement of Operations for the three months ended October 2, 2025. See Note 26 Dispositions for additional information.


Nine Months Ended October 2, 2025	Commercial		Defense & Space		Aftermarket		Corporate and Other		Consolidated
($ in millions)
Net revenues	$	3,598.0	$	831.1	$	313.2	$	—	$	4,742.3
Cost of sales	(4,790.9)		(838.3)		(279.1)		—		(5,908.3)
Excess capacity costs	(119.6)		(26.5)		—		—		(146.1)




Segment operating (loss) income	$	(1,312.5)	$	(33.7)	$	34.1	$	—	$	(1,312.1)
Selling, general and administrative	—		—		—		(239.6)		(239.6)
Research and development	—		—		—		(36.0)		(36.0)
Loss on dispositions of businesses, net (1)	—		—		—		(26.6)		(26.6)
Operating (loss) income	$	(1,312.5)	$	(33.7)	$	34.1	$	(302.2)	$	(1,614.3)
Interest expense and financing fee amortization	—		—		—		(293.4)		(293.4)
Other expense, net	—		—		—		(29.9)		(29.9)
(Loss) income before income taxes and equity in net loss of affiliates	$	(1,312.5)	$	(33.7)	$	34.1	$	(625.5)	$	(1,937.6)

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)


Nine Months Ended September 26, 2024	Commercial		Defense & Space		Aftermarket		Corporate and Other		Consolidated
($ in millions)
Net revenues	$	3,662.3	$	706.5	$	296.5	$	—	$	4,665.3
Cost of sales	(4,581.4)		(603.3)		(253.1)		—		(5,437.8)
Excess capacity costs	(135.0)		(7.5)		—		—		(142.5)

Segment gross (loss) profit	$	(1,054.1)	$	95.7	$	43.4	$	—	$	(915.0)
Restructuring costs	(0.7)		—		—		—		(0.7)

Segment operating (loss) income	$	(1,054.8)	$	95.7	$	43.4	$	—	$	(915.7)
Selling, general and administrative	—		—		—		(258.9)		(258.9)
Research and development	—		—		—		(34.4)		(34.4)
Operating (loss) income	$	(1,054.8)	$	95.7	$	43.4	$	(293.3)	$	(1,209.0)
Interest expense and financing fee amortization	—		—		—		(253.3)		(253.3)
Other expense, net	—		—		—		(30.3)		(30.3)
(Loss) income before income taxes and equity in net income of affiliates	$	(1,054.8)	$	95.7	$	43.4	$	(576.9)	$	(1,492.6)

(1)During the nine months ended October 2, 2025, the Company completed the sale of its wholly owned subsidiary, Fiber Materials, Inc., and sold its equity in a Chinese joint venture, resulting in net gains of $81.2 and $1.8, respectively. In the second quarter of 2025, the Company also recorded a ($132.5) loss for a valuation allowance on assets held for sale in relation to the Company’s Airbus Business but reversed that charge in the third quarter of 2025 due to deterioration of the balance sheet. In the third quarter of 2025, the Company recorded a ($109.6) loss for a valuation allowance on assets held for sale in relation to the Company’s Malaysia Business. These dispositions resulted in a net loss of $26.6 reflected within (Gain) loss on dispositions of businesses, net in the Condensed Consolidated Statement of Operations for the nine months ended October 2, 2025. See Note 26 Dispositions for additional information.

24. Restructuring Costs

There were no restructuring costs for the three and nine months ended October 2, 2025.

The Company’s results of operations for the three and nine months ended September 26, 2024 includes restructuring costs related to a reduction in hourly production workforce due to high inventory levels.

Restructuring costs are presented separately as a component of operating loss on the Condensed Consolidated Statements of Operations. The total restructuring costs for the three and nine months ended September 26, 2024 were ($0.1) and $0.7, respectively, which was included in the segment operating margins for the Commercial segment.

25. Supplier Financing

The Company has provided certain suppliers with access to a supply chain financing program through facilities with a third-party financing institution. The Company’s suppliers’ ability to access the program is primarily dependent upon the strength of the Company’s financial condition and certain qualifying criteria. The program allows these suppliers to monetize their receivables prior to the contractual payment date, subject to payment of a discount. The capacity of the program is limited to $123.5 based on current limits with our third-party financing institution. If a supplier’s request exceeds the program limit, then it will be honored when capacity is available. Under the supply chain financing program, the Company agrees to pay the third-party financing institution the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices, and suppliers have the ability to be paid from the third-party financing institution on an accelerated basis. The Company’s suppliers’ election to sell one or more of the Company’s confirmed obligations under the supply chain financing program is optional. The Company’s responsibility is limited to making payment on the terms originally negotiated with its suppliers for up to 120 days, regardless of whether the suppliers elect to sell their receivables to the third-party financing institution. Within the current population of qualified suppliers, there are no payment discounts offered or taken at

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

any point by the financing institution or by the Company. The Company or the third-party financing institution may terminate the agreement upon at least 45 days’ notice.

The balance of confirmed obligations outstanding to suppliers who elect to participate in the supply chain financing program is included in the Company’s Accounts payable balance on the Company’s Condensed Consolidated Balance Sheets. As of October 2, 2025, the balance of confirmed obligations outstanding was $123.1, an increase of $46.3 as compared to the balance as of December 31, 2024 of $76.8. In the comparable prior year period, confirmed obligations outstanding were $116.9 as of September 26, 2024, a decrease of $38.7 over the balance as of December 31, 2023. The changes in the current and prior periods are consistent with purchasing activity and the mix of various suppliers that have varying requirements for such financing.

26. Dispositions

Airbus Business

On April 27, 2025, the Company entered into the Airbus Purchase Agreement with Airbus SE to transfer ownership of certain assets and sites involved in the Airbus Business Disposition. Airbus SE will be compensated by payment of $439.0 in cash from the Company, in addition to settling the Airbus Loan Arrangements amount of $141.9 as defined in the Airbus Purchase Agreement. The sale consideration is also subject to other purchase price adjustments and closing conditions, currently estimated at $114.0 due from Airbus SE.

At the closing of this transaction, Airbus SE will take ownership of the following Spirit AeroSystems assets:

•the site of Kinston, North Carolina, U.S. (A350 fuselage sections);

•the site of St. Nazaire, France (A350 fuselage sections);

•the site of Casablanca, Morocco (A321 and A220 components);

•the production of A220 pylons in Wichita, Kansas, U.S.; and

•the production of A220 wings and mid-fuselage sections in Belfast, Northern Ireland.

On April 27, 2025, and June 27, 2025, the Company gave notice to Airbus SE under the Airbus Purchase Agreement indicating it was abandoning the sale process of a) the assets primarily related to the Airbus SE work packages operated in Spirit’s facilities in Prestwick, Scotland, and b) the assets primarily related to Airbus’ A220 mid-fuselage program in Belfast, Northern Ireland, respectively. Accordingly, under the Purchase Agreement, such assets will be included in the assets to be acquired by Airbus SE, subject to the terms and conditions of the Purchase Agreement.

Subang, Malaysia Business

On August 8, 2025, the Company entered into a share purchase agreement with Composites Technology Research Malaysia Sdn. Bhd., to sell its facility and businesses in Subang, Malaysia, for $95.2, subject to customary adjustments, (the “Malaysia Business Disposition”). The Malaysia Business Disposition, historically reported in the Company’s Commercial segment, is expected to close in the fourth quarter of 2025, subject to regulatory approvals and closing conditions being met.

The Company has determined that the Airbus Business Disposition and Malaysia Business Disposition constitute separate held for sale groups, as the terms and conditions, and respective economic effects, are independent of each other. The net carrying amounts of the assets and liabilities included in the Airbus Business Disposition and the Malaysia Business Disposition classified as held for sale in our Condensed Consolidated Balance Sheets as of October 2, 2025, were comprised of the following:

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)


	October 2, 2025
($ in millions)	Airbus Business Disposition		Malaysia Disposition		Total
Assets
Cash and cash equivalents	$	21.6	$	—	$	21.6
Accounts receivable, net	141.2		0.2		141.4
Contract assets, short-term	56.8		—		56.8
Inventory, net	589.4		133.3		722.7
Other current assets	23.0		0.9		23.9
Property, plant and equipment, net	418.0		40.3		458.3
Right of use assets	19.8		—		19.8
Contract assets, long-term	13.4		—		13.4
Pension assets	(1.5)		—		(1.5)
Deferred income taxes	0.4		—		0.4
Goodwill	—		6.2		6.2
Other assets	23.1		—		23.1
Less: valuation allowance	—		(109.6)		(109.6)
Total assets held for sale	$	1,305.2	$	71.3	$	1,376.5
Liabilities
Accounts payable	$	162.6	$	51.6	$	214.2
Accrued expenses	48.2		1.3		49.5
Profit sharing	9.6		2.6		12.2
Current portion of long-term debt	2.6		0.2		2.8
Operating lease liabilities, short-term	2.1		—		2.1
Contract liabilities, short-term	43.4		—		43.4
Forward loss provision, short-term	338.2		—		338.2
Deferred revenue and other deferred credits, short-term	72.4		—		72.4
Customer financing, short-term	493.1		—		493.1
Other current liabilities	38.0		0.6		38.6
Long-term debt	2.1		1.1		3.2
Operating lease liabilities, long-term	17.8		—		17.8
Forward loss provision, long-term	549.8		—		549.8
Deferred revenue and other deferred credits, long-term	0.7		—		0.7
Deferred grant income liability - non-current	1.4		16.0		17.4
Deferred income taxes	29.4		1.7		31.1
Other non-current liabilities	15.9		—		15.9
Total liabilities held for sale	$	1,827.3	$	75.1	$	1,902.4

Cumulative translation adjustment asset	$	28.7	$	4.5	$	33.2
Receivables due from Company, net	$	(48.5)	$	93.2	$	44.7

(Payables due to) / Receivables from Company, net, in the table above, represents the net intercompany trade balance outstanding at Airbus Business Disposition and Malaysia Business Disposition, which will not be extinguished upon closing of the Airbus Business Disposition. At that point, such balance will become a third-party payable of the respective Disposition group and a third-party receivable of the Company.

In the second quarter of 2025, the Company recorded a loss of ($132.5) in the loss from business dispositions on the Company’s Condensed Consolidated Statement of Operations representing the difference between the carrying value of the

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

Airbus Business held for sale group and estimated negative fair value of $580.9, equal to the estimated consideration due from Spirit and its subsidiaries to Airbus, inclusive of adjustments for certain specified advances as defined in the Purchase Agreement. In the third quarter of 2025, the Company updated its estimate of the Airbus Business sale consideration and recorded a decrease in the carrying value of the related held for sale group, partially attributable to an increase in the provision for forward losses recognized during the quarter. As a result, the Company reversed the previously recognized valuation allowance of $132.5, as reflected within (Gain) loss on disposition of businesses, net on the Company’s Condensed Consolidated Statement of Operations. Concurrently, upon initial classification of the Malaysia Disposal Group as held for sale during the third quarter of 2025, the Company recorded a loss of $109.6, representing the difference between the carrying value of the Malaysia Business Disposition held for sale group and its estimated sale price. The held-for-sale loss is reflected as a valuation allowance to the disposal group’s assets.

The sale consideration is also subject to additional working capital and other purchase price adjustments at closing, which may alter the overall assumption on fair market value, but are not estimable as of the end of the third quarter of 2025. Additionally, the loss recorded is subject to change as the carrying value of the disposal group fluctuates due to normal operating activities and transactions. Such changes in carrying value will be reflected as additional losses or gains in future periods.

The divestiture of the Airbus Business is expected to close concurrently with Spirit Holdings’ previously announced acquisition by The Boeing Company. The Malaysia Disposition is expected to close in the fourth quarter of 2025.

Fiber Materials, Inc.

On November 17, 2024, the Company entered into a definitive agreement to sell FMI, which operated in the Company’s Defense & Space segment, for $165.0, subject to customary purchase price adjustments and closing conditions as set forth in the definitive agreement. The transaction closed on January 13, 2025 and the Company received net proceeds of $164.6 related to the sale and recorded a net gain of $81.2 reflected within (Gain) loss on dispositions of businesses, net on the Company’s Condensed Consolidated Statement of Operations during the nine months ended October 2, 2025.

The carrying amounts of the assets and liabilities of FMI classified as held for sale as of December 31, 2024 were as follows:


($ in millions)	December 31, 2024
Assets
Accounts receivable, net	$	9.8
Contract assets, short-term	24.6
Inventory, net	7.3
Other current assets	1.3
Property, plant and equipment, net	22.6
Right of use assets	2.4
Goodwill	1.1
Intangible assets, net	31.5
Total assets held for sale	$	100.6
Liabilities
Accounts payable	$	1.2
Accrued expenses	3.5
Profit sharing	2.2
Operating lease liabilities, short-term	0.2
Contract liabilities, short-term	6.4
Operating lease liabilities, long-term	2.3
Deferred income taxes	3.0
Total liabilities held for sale	$	18.8

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Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements (unaudited)

(U.S. Dollars in millions other than per share amounts)

Chinese Joint Venture

On March 5, 2025, the Company sold its equity in a Chinese joint venture and received net proceeds of $2.5 related to the sale and recorded a net gain $1.8 reflected within (Gain) loss on dispositions of businesses, net on the Company’s Condensed Consolidated Statement of Operations for the nine months ended October 2, 2025.

27. Subsequent Events

On October 13, 2025, the European Commission approved the proposed acquisition of Spirit AeroSystems Holdings, Inc. by The Boeing Company. The European Commission had concerns that the transaction, as initially notified, would have significantly reduced competition in the global markets for aerostructures and large commercial aircraft. To address the European Commission’s concerns, Boeing offered to divest (i) all Spirit’s businesses that currently supply Airbus with aerostructures, including all necessary assets and personnel, to Airbus; and (ii) Spirit’s site in Malaysia, which supplies, among others, Airbus with aerostructures, to CTRM. The European Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns, and approved of Airbus and CTRM as suitable buyers for the divested business. The decision is conditional upon full compliance with the commitments. Under the supervision of the European Commission, an independent trustee will monitor the implementation of the commitments.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise indicates or requires, as used in this Quarterly Report on Form 10-Q (this “Quarterly Report”), references to “we,” “us,” “our,” and the “Company” refer to Spirit AeroSystems Holdings, Inc. and its consolidated subsidiaries. References to “Spirit” refer only to our subsidiary, Spirit AeroSystems, Inc., and references to “Holdings” refer only to Spirit AeroSystems Holdings, Inc.

Global Economic and Trade Conditions

Global economic and trade conditions impact our results of operations. Our business operations depend on, among other things, sufficient OEM orders (without suspension) from airlines and the financial resources of airlines, our suppliers, other companies and individuals.

Energy, freight, raw material and other costs have been impacted by, and may continue to be impacted by, the war in Ukraine. Prolonged global inflationary pressures have also impacted these costs in addition to increased interest costs and labor costs. In certain situations, we have the ability to recover certain abnormal inflationary impacts through contractual agreements with our customers; however, we anticipate that we will experience reduced levels of profitability related to inflationary impacts until such time as the rate of inflation subsides to normal historical levels. Our associated estimates of such costs, where applicable, use the most recent information available. The economic impact of inflation, together with the impact of increases in interest rates and actions taken to attempt to reduce inflation, or changes in trade policies, including the imposition of new or increased tariffs and actions taken in response, may have a significant effect on the global economy, air travel, our supply chain and our customers, and, as a result, on our business.

In addition, Russia’s invasion of Ukraine, the resultant sanctions and other measures imposed by the U.S. and other governments, and other related impacts have resulted in economic and political uncertainty and risks. In response to the Russian invasion of Ukraine, and the associated U.S. sanctions, the Company suspended all sanctioned activities relating to Russia, primarily consisting of sales and service activities. The suspended activities’ impacts to prospective revenues, net income, net assets, cash flow from operations, and the Company’s Consolidated Financial Position are not material. Continuation or significant expansion of economic disruption or escalation of the conflict, or other geopolitical events of a similar nature, such as the conflict in the Middle East, could have a material adverse effect on orders from our customers, the public’s ability or willingness to continue to travel, the availability and timeliness of certain elements of parts procured from our supply chain, and/or our results of operations.

The trade environment is and may remain volatile as the United States and several other countries have announced varying degrees of tariffs on the import of goods and certain raw materials, including aluminum and steel. We anticipate we will experience reduced levels of profitability related to the tariffs announced if the levels of tariffs are not reduced or agreements between nations to reduce the impact of baseline or reciprocal tariffs are not reached.

We expect that our operating environment will continue to remain dynamic and evolve through 2025. We continue to monitor and evaluate related risks and uncertainties relating to macroeconomic conditions, including the items discussed in Item 1A. “Risk Factors” in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025 (the “2024 Form 10-K”).

Agreement and Plan of Merger with The Boeing Company

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Holdings Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Holdings Common Stock owned by Boeing, Merger Sub, any other wholly owned subsidiary of Boeing, Holdings, or any wholly owned subsidiary of Holdings, in each case, not held on behalf of third parties) will be automatically cancelled and cease to exist and will be converted into the right to receive a number of shares of Holdings Common Stock, of the par value of $5 each, of Boeing (“Boeing Common Stock”) equal to (a) if the volume-weighted average price per share of Boeing Common Stock on the New York Stock Exchange for the 15 consecutive trading days ending on and including the second full trading day prior to the Effective Time (the “Boeing Stock Price”), is greater than $149.00 but less than $206.94, the quotient obtained by dividing $37.25 by the Boeing Stock Price, rounded to four decimal places or (b) if the Boeing Stock Price

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is greater than or equal to $206.94, 0.1800 or (c) if the Boeing Stock Price is equal to or less than $149.00, 0.2500 (such number of shares of Boeing Common Stock, the “Per Share Merger Consideration”).

The Merger Agreement includes customary representations, warranties and covenants of Holdings, Boeing and Merger Sub, including covenants restricting Holdings from soliciting alternative acquisition proposals, governing the conduct of the Company’s business during the period between the date of the Merger Agreement and completion of the Merger and relating to the parties’ efforts to consummate the Merger as promptly as reasonably practicable. The Merger Agreement includes provisions to facilitate the disposition by the Company to Airbus SE and its affiliates (“Airbus”) of the Spirit Airbus Business, as contemplated by the stock and asset purchase agreement between Spirit and Airbus SE described below under the sub-heading Stock and Asset Purchase Agreement with Airbus, and also includes provisions, which are consistent with provisions in such stock and asset purchase agreement, to facilitate the potential sale, subject to certain Boeing consent rights, by the Company to other third parties of specified assets and businesses.

The Merger Agreement includes termination provisions under which either Holdings or Boeing may terminate the Merger Agreement in various circumstances, including if the Merger has not been consummated by March 31, 2025, subject to three automatic three-month extensions if on each such date all of the closing conditions except those relating to regulatory approvals or the disposition of the Spirit Airbus Business have been satisfied or waived (such date, as so extended (if applicable), the “Outside Date”). Upon termination of the Merger Agreement in specified circumstances, Boeing would be required to pay to Holdings a termination fee of $300.0 million reduced (but not to less than zero) by the aggregate then-outstanding amount of cash advances to be repaid by the Company to Boeing, whether or not then due and payable, pursuant to the applicable agreements governing cash advances by Boeing to the Company.

Subject to satisfaction of the closing conditions in the Merger Agreement, the closing of the Merger is expected to occur in the fourth quarter of 2025.

Other than transaction expenses associated with the Merger of $27.1 million and $28.8 million for the three months ended October 2, 2025 and September 26, 2024, respectively, and $72.1 million and $46.8 million for the nine months ended October 2, 2025 and September 26, 2024, respectively, recorded within Selling, general and administrative expense in our Condensed Consolidated Statements of Operations, the Merger Agreement did not affect the Company’s consolidated financial statements for the three and nine months ended October 2, 2025 and September 26, 2024, respectively.

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Stock and Asset Purchase Agreement with Airbus

Under the terms of the Purchase Agreement, Airbus SE would acquire from Spirit and its subsidiaries the Spirit Airbus Business, excluding any portions thereof to be acquired by third parties, and cash payments totaling $580.9 million inclusive of adjustments for certain specified advances as defined in the Purchase Agreement, for nominal consideration of one U.S. dollar, subject to working capital and other purchase price adjustments and specified additional downward adjustments in the event (i) certain assets primarily related to the A220 mid-fuselage production in Belfast, Northern Ireland are to be acquired by a third party instead of Airbus SE and/or (ii) certain assets primarily related to the Airbus SE work packages operated in Spirit's facilities in Subang, Malaysia are to be acquired by Airbus SE rather than by other third parties. Under the terms of the Purchase Agreement, the assets to be acquired by Airbus SE include the assets primarily related to A220 pylon production in Wichita, Kansas, and the assets primarily related to the Airbus SE work packages operated in the following facilities of Spirit: St. Nazaire, France; Kinston, North Carolina; Casablanca, Morocco; and the A220 wing manufacturing and assembly facility located in Belfast, Northern Ireland. Additionally, under the terms of the Purchase Agreement, Airbus SE would also acquire the assets primarily related to the A220 mid-fuselage production in Belfast, Northern Ireland, and the assets primarily related to the Airbus SE work packages operated in Spirit’s facilities in Prestwick, Scotland, and Subang, Malaysia, in each case, to the extent such assets and facilities are not acquired by one or more third parties.

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Stock and Asset Purchase Agreement with Composites Technology Research Malaysia Sdn. Bhd. (“CTRM”)

Pursuant to the Agreement, the aggregate purchase price to be paid by CTRM in the Transaction is $95.2 million in cash, subject to specified adjustments as set forth in the Agreement.

The Agreement includes termination provisions in favor of Spirit and CTRM, including that (a) either Spirit or CTRM may terminate the Agreement if the Transaction has not been consummated by December 31, 2025, subject to one automatic 90-day extension if, on such date, all of the closing conditions except the Regulatory Condition have been satisfied (or are capable of being satisfied) or waived (such date, as so extended (if applicable), the “Outside Date”), (b) Spirit may terminate the Agreement if the Parent Shareholder Approval is not obtained at the meeting of Parent shareholders at which the applicable matters relating to the Transaction have been voted upon or Parent fails to perform or comply with its obligations under the Agreement relating to such meeting of Parent shareholders (and, in the event of such a termination by Spirit, CTRM would be required to pay Spirit a termination fee of $7.0 million) and (c) Spirit may terminate the Agreement if the Purchaser Approval Condition has not been satisfied by December 31, 2025 or the applicable governmental authority has issued an order or provided a communication opposing or rejecting CTRM as the purchaser of Spirit Malaysia or the business of Spirit Malaysia (and, in the event of such a termination by Spirit,

Spirit AeroSystems Holdings, Inc. 10-Q