Spirit AeroSystems' Losses Widen Amid Boeing Merger Progress

TL;DR

**Spirit's deepening losses make the Boeing merger a desperate, yet necessary, play for survival; bet on the deal closing, but expect continued volatility until then.**

AI Summary

Spirit AeroSystems Holdings, Inc. reported a significant net loss of $724.3 million for the three months ended October 2, 2025, a substantial increase from the $476.9 million net loss in the prior year's comparable period. For the nine months ended October 2, 2025, the net loss attributable to common shareholders was $1,968.2 million, worsening from $1,508.9 million in the same period of 2024. Despite these losses, net revenues increased to $1,585.4 million for the three months, up from $1,470.6 million, and to $4,742.3 million for the nine months, up from $4,665.3 million. Operating costs and expenses surged to $2,231.9 million for the quarter, primarily due to a significant increase in cost of sales to $2,205.0 million from $1,716.6 million. A key strategic development is the pending merger with The Boeing Company, announced on June 30, 2024, which is subject to various conditions including regulatory approvals and the divestiture of the Spirit Airbus Business. The company's cash and cash equivalents decreased from $537.0 million at December 31, 2024, to $299.0 million at October 2, 2025, reflecting net cash used in operating activities of $750.4 million for the nine months.

Why It Matters

This filing is critical for investors as Spirit AeroSystems continues to bleed cash, reporting a nearly $2 billion net loss year-to-date, despite revenue growth. The proposed merger with The Boeing Company, detailed in the filing, offers a potential lifeline and a clear exit strategy for current shareholders, converting their shares into Boeing Common Stock. However, the merger's completion hinges on significant regulatory hurdles and the successful divestiture of the Spirit Airbus Business, creating uncertainty. For employees, the merger could mean integration into Boeing, impacting job roles and locations. Customers, particularly Airbus, are directly affected by the planned divestiture, which could reshape the competitive landscape in aerospace manufacturing.

Risk Assessment

Risk Level: high — The company reported a net loss of $724.3 million for the three months ended October 2, 2025, and a staggering $1,968.2 million for the nine months, indicating severe financial distress. Cash and cash equivalents plummeted from $537.0 million to $299.0 million, with $750.4 million used in operating activities, highlighting significant liquidity concerns. The pending merger with Boeing, while a potential solution, is subject to numerous conditions, including regulatory approvals and the divestiture of the Spirit Airbus Business, introducing substantial execution risk.

Analyst Insight

Investors should closely monitor the progress of the Boeing merger, particularly regulatory approvals and the Spirit Airbus Business divestiture. Given the significant losses and cash burn, current shareholders might consider holding for the potential upside of the Boeing stock conversion, but new investors should exercise extreme caution due to the high risk and ongoing operational challenges.

Financial Highlights

debt To Equity

N/A

revenue

$1,585.4M

operating Margin

-40.5%

total Assets

N/A

total Debt

N/A

net Income

$-724.3M

eps

$-6.16

gross Margin

-39.1%

cash Position

$299.0M

revenue Growth

+7.7%

Revenue Breakdown

Key Numbers

• $1,585.4M — Net revenues for three months ended Oct 2, 2025 (Increased from $1,470.6M in prior year)
• $724.3M — Net loss attributable to common shareholders for three months ended Oct 2, 2025 (Worsened from $476.9M in prior year)
• $1,968.2M — Net loss attributable to common shareholders for nine months ended Oct 2, 2025 (Worsened from $1,508.9M in prior year)
• $2,205.0M — Cost of sales for three months ended Oct 2, 2025 (Increased from $1,716.6M in prior year)
• $299.0M — Cash and cash equivalents as of Oct 2, 2025 (Decreased from $537.0M at Dec 31, 2024)
• $750.4M — Net cash used in operating activities for nine months ended Oct 2, 2025 (Indicates significant cash burn)
• 117,523,217 — Shares of Class A Common Stock outstanding as of Oct 17, 2025 (Reflects current share count)
• $37.25 — Implied merger consideration per share (mid-range) (Part of the Boeing merger agreement terms)

Key Players & Entities

• Spirit AeroSystems Holdings, Inc. (company) — registrant in 10-Q filing
• The Boeing Company (company) — merger partner
• Airbus SE (company) — customer and potential acquirer of Spirit Airbus Business
• Sphere Acquisition Corp. (company) — wholly owned subsidiary of Boeing for merger
• New York Stock Exchange (regulator) — exchange where Class A Common Stock is registered
• SEC (regulator) — Securities and Exchange Commission
• Hart-Scott-Rodino Antitrust Improvements Act of 1976 (regulator) — antitrust law relevant to merger approval
• Wichita, Kansas (person) — headquarters location

FAQ

Risk Factors

• Significant Net Losses and Cash Burn [high — financial]: The company reported a net loss of $724.3 million for the three months ended October 2, 2025, and $1,968.2 million for the nine months ended October 2, 2025. This represents a substantial worsening compared to the prior year periods. The net cash used in operating activities was $750.4 million for the nine months, leading to a decrease in cash and cash equivalents from $537.0 million to $299.0 million.
• Surging Cost of Sales [high — operational]: Cost of sales increased significantly to $2,205.0 million for the three months ended October 2, 2025, from $1,716.6 million in the prior year. This surge in direct costs, outpacing revenue growth, contributed heavily to the widening operating loss.
• Merger Regulatory Approvals [high — regulatory]: The pending merger with The Boeing Company, announced June 30, 2024, is subject to various conditions, including obtaining necessary regulatory approvals. Delays or failure to secure these approvals could significantly impact the company's strategic direction and financial stability.
• Divestiture of Spirit Airbus Business [medium — operational]: A condition of the Boeing merger is the divestiture of the Spirit Airbus Business. This divestiture introduces operational complexities and potential financial impacts related to the sale process and its outcome.
• Decreasing Cash Position [high — financial]: Cash and cash equivalents have fallen from $537.0 million at December 31, 2024, to $299.0 million as of October 2, 2025. This reduction is a direct consequence of the substantial operating cash burn and highlights potential liquidity concerns.
• Increased Competition and Supply Chain Pressures [medium — market]: While not explicitly detailed in the provided excerpt, the aerospace manufacturing sector is inherently competitive and subject to global supply chain disruptions. These factors can impact production costs, delivery schedules, and overall profitability.

Industry Context

Spirit AeroSystems operates in the highly specialized and capital-intensive aerospace manufacturing sector, primarily as a supplier of aerostructures. The industry is characterized by long production cycles, stringent quality requirements, and significant reliance on major aircraft manufacturers like Boeing and Airbus. Current trends include efforts to ramp up production to meet post-pandemic demand, alongside ongoing supply chain challenges and inflationary pressures impacting costs.

Regulatory Implications

The pending acquisition by Boeing introduces significant regulatory scrutiny, particularly concerning antitrust and competition authorities. The required divestiture of the Spirit Airbus Business also necessitates regulatory approvals from relevant jurisdictions. Compliance with evolving aerospace safety and environmental regulations remains a constant factor.

What Investors Should Do

1. Monitor regulatory approval progress for the Boeing merger, as this is the most significant near-term event.
2. Analyze the sustainability of revenue growth against the escalating cost of sales to understand margin improvement potential.
3. Assess the company's cash burn rate and liquidity position, considering the declining cash reserves and reliance on operating cash flow.
4. Evaluate the strategic rationale and execution risk associated with the required divestiture of the Spirit Airbus Business.

Key Dates

• 2024-06-30: Announcement of Merger Agreement with Boeing — Marks a significant strategic shift for Spirit AeroSystems, contingent on regulatory approvals and divestitures.
• 2025-10-02: End of Third Quarter 2025 — Reporting period for the latest financial results, showing increased net losses and revenue.
• 2025-10-17: Shares Outstanding Date — Provides the current number of outstanding shares (117,523,217), relevant for per-share calculations and merger valuation.

Glossary

Cost of sales

The direct costs attributable to the production of the goods sold by a company. This includes materials and direct labor. (A significant increase in cost of sales is a primary driver of the company's widening net loss.)

Net revenues

The total revenue of a company after deducting returns, allowances, and sales discounts. (Shows the top-line performance, which has seen modest growth despite the significant losses.)

Operating loss

The loss a business incurs from its normal business operations before accounting for interest and taxes. (Spirit AeroSystems reported a substantial operating loss of $646.5 million for the quarter, indicating operational inefficiencies or high costs.)

Net cash used in operating activities

The amount of cash spent by a company to maintain or expand its business operations over a period. (A large negative figure ($750.4 million for nine months) signifies a significant cash burn, impacting liquidity.)

Cash and cash equivalents

Includes currency on hand, bank account balances, and investments in short-term, highly liquid securities. (The declining balance ($299.0 million) indicates reduced financial flexibility.)

Year-Over-Year Comparison

Compared to the prior year's comparable periods, Spirit AeroSystems has experienced a significant deterioration in profitability, with net losses widening considerably for both the three-month and nine-month periods ended October 2, 2025. While net revenues have shown modest growth, operating costs and expenses, particularly the cost of sales, have surged at a much higher rate, leading to increased operating losses. The company's cash position has also weakened substantially, reflecting a significant increase in cash used by operations.

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share SPR New York Stock Exchange
• $0.0 — edges to earnings, net of tax effect of $0.0 and $0.0 for the three months ended, re
• $5 — dings Common Stock, of the par value of $5 each, of Boeing ("Boeing Common Stock")
• $149.00 b — "Boeing Stock Price"), is greater than $149.00 but less than $206.94, the quotient obtai
• $206 — , is greater than $149.00 but less than $206.94, the quotient obtained by dividing $
• $37.25 b — 6.94, the quotient obtained by dividing $37.25 by the Boeing Stock Price, rounded to fou
• $149 — ng Stock Price is equal to or less than $149.00, 0.2500 (such number of shares of Bo
• $300.0 — to pay to Holdings a termination fee of $300.0 reduced (but not to less than zero) by
• $580.9 — ird parties, and cash payments totaling $580.9 inclusive of adjustments for certain sp

Filing Documents

• spr-20251002.htm (10-Q) — 2229KB
• spr-20251002xex101.htm (EX-10.1) — 33KB
• spr-20251002xex102.htm (EX-10.2) — 33KB
• spr-20251002xex103.htm (EX-10.3) — 33KB
• spr-20251002xex104.htm (EX-10.4) — 150KB
• spr-20251002xex105.htm (EX-10.5) — 159KB
• spr-20251002xex106.htm (EX-10.6) — 191KB
• spr-20251002xex311.htm (EX-31.1) — 11KB
• spr-20251002xex312.htm (EX-31.2) — 11KB
• spr-20251002xex321.htm (EX-32.1) — 5KB
• spr-20251002xex322.htm (EX-32.2) — 5KB
• image_0.jpg (GRAPHIC) — 11KB
• image_0a.jpg (GRAPHIC) — 0KB
• image_1.jpg (GRAPHIC) — 11KB
• image_3.jpg (GRAPHIC) — 1KB
• image_4.jpg (GRAPHIC) — 48KB
• image_5.jpg (GRAPHIC) — 18KB
• image_6.jpg (GRAPHIC) — 101KB
• image_7.jpg (GRAPHIC) — 36KB
• 0001364885-25-000011.txt ( ) — 13596KB
• spr-20251002.xsd (EX-101.SCH) — 128KB
• spr-20251002_cal.xml (EX-101.CAL) — 104KB
• spr-20251002_def.xml (EX-101.DEF) — 605KB
• spr-20251002_lab.xml (EX-101.LAB) — 1339KB
• spr-20251002_pre.xml (EX-101.PRE) — 939KB
• spr-20251002_htm.xml (XML) — 1581KB

— FINANCIAL INFORMATION

PART I — FINANCIAL INFORMATION Page Item 1.

Financial Statements (unaudited)

Financial Statements (unaudited) 3 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 49 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 73 Item 4.

Controls and Procedures

Controls and Procedures 73

— OTHER INFORMATION

PART II — OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 74 Item 1A.

Risk Factors

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

Signatures 77 2 Table of Contents PART 1. FINANCIAL INFORMATION

Financial Statements (unaudited)

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) 3 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 )

View Full Filing

View this 10-Q filing on SEC EDGAR