I. | Add the following two (2) items to the existing TABLE OF CONTENTS of the SBP: |
II. | The ATTACHMENTS index of the SBP is hereby deleted in its entirety and replaced with the following: |
III. | The AMENDMENTS index of the SBP is hereby deleted in its entirety and replaced with the following: |
Amend Number | Description | Date | Approval |
1 | Revise Company name from Mid-Western Aircraft Systems Incorporated to Spirit AeroSystems throughout document. Update attachments 1, 2, 4, 14 and 16. | 2/23/06 | H. McCormick/ R. Stone |
2 | Incorporate CCNs as listed in attachment 2, includes addition of new section 12.19, modification to sections 3.4.9, 12.16 and 32.0, updates to attachments 1, 2, 6, 7, 15, 16, 19 and 20. | 4/11/07 | H. McCormick/ J. Edwards |
3 | Incorporate CCNs as listed in attachment 2, updates to attachments 1, 2, 7, 14, 15, 16 and 22. | 11/28/07 | H. McCormick/ J. Edwards |
4 | Incorporate CCNs as listed in attachment 2. Updates to Attachments 1, 2, 7, 14, 15, 16. Incorporate Attachment 1A per CCN 508, 1328. | 7/8/08 | S.Hu W. Wallace |
5 | Incorporate CCNs as listed in attachment 2, includes addition of new section 12.3.1.1 Updates to Attachments 1, 2, 7, 14, 15, 16, 20. | 6/22/09 | S. Hu R. Stone |
6 | Incorporate CCNs as listed in attachment 2. Updates to Attachments 1, 2, 4, 7, 9, 10, 14, 16. Incorporate Attachment 9 per CCN 2385. | 11/23/10 | S. Hu M. Milan |
7 | Incorporate CCNs as listed in attachment 2, includes addition of new section 12.13.3.1. Updates to Attachments 1, 2, 4, 7, 9, 14, 16. Incorporate Attachment 1B per CCN 4212 and Attachment 23 per the 767-2C MOA. | 7/29/11 | S. Hu M. Milan |
8 | Incorporate CCNs as listed in attachment 2, includes revisions to section 7.9 and 12.13.1.1. Updates to Attachments 1, 2, 4, 7, 9, 14, 15, 16. | 2/6/2013 | C. Howell M. Milan |
9 | Incorporate Attachment 25 - 737 Max Titanium Inner Wall Agreement | 9/4/2014 | E. Flagel M. Milan |
10 | Incorporate Attachment 26-737 Derailment | 9/2/2014 | B. Folden R. Ast |
11 | Incorporate Attachment 27 -737-MAX Non Recurring Agreement, and Attachment 28 737/747/767/777 Pricing Agreement | 3/10/2015 | C.Howell R. Ast |
IV. | Section 4.1 (“Recurring Price”) of the SBP is hereby deleted in its entirety and replaced with the following: |
V. | Section B.1 (“Product Development Projects”), sub-paragraph e. of Attachment 4 to the SBP is hereby deleted in its entirety and replaced with the following: |
VI. | Add the following two (2) items to the existing list of agreements in Attachment 9 (“NON-RECURRING AGREEMENTS”) to the SBP: |
VII. | Attachment 15 (“MAXIMUM PRODUCTION RATE AND MODEL MIX CONSTRAINT MATRIX”) to the SBP is hereby deleted in its entirety and replaced with the following: |
SBP Attachment 15 | |||||||||
MODELS | Monthly | Wichita | STRUCTURES | Engines | |||||
Production Protection Rate | Capacity | MIX | Units Separation | Skin Polish | PSD Protection | WCH Capacity | |||
[*****] | [*****]Units | [*****]Units | [*****] | ||||||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | |||||||||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | |
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | |||
[*****] | [*****] | [*****] | [*****] | [*****] | |||||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | |
[*****] | [*****] | [*****] | |||||||
[*****] | [*****] | [*****] | [*****] | [*****] |
NOTES: The number of [*****] and [*****]airplanes shown above reflect a total capability of [*****]. The number of [*****] and [*****] airplanes shown above reflect a total capability of [*****]. The number of [*****] model airplanes which can be manufactured with a corresponding reduction in the number of other minor models is [*****] with [*****] of separation between [*****] model units. Production capacity and combinations of [*****] and [*****] models are limited to a total of [*****] with [*****] of separation. The combinations in the matrix above reflect the number of [*****] airplanes that can be produced with a corresponding reduction in [*****] models. | |||||||||
NOTES: The maximum monthly deliveries shown above reflect a total capability of [*****] with the following limitations: Combined [*****] deliveries will never exceed a total [*****] and will be reduced inline with the [*****] implementation Maximum combined [*****] deliveries shall not exceed [*****] A minimum of [*****] of Separation (US) between any [*****] Monthly deliveries of any [*****] units will result in a corresponding reduction in the number of other model monthly deliveries Monthly [*****] deliveries are limited to [*****], Monthly deliveries of [*****] and [*****] models are limited to a total of [*****] with at least [*****] of separation The [*****] deliveries include all models of the [*****] derivative aircraft [*****] Maximum Protection Rate will not go above [*****] to [*****] before [*****] (All dates below are Spirit FOB dates) Combined Maximum Protection Rate for [*****] will not exceed [*****] prior to [*****] Combined Maximum Protection Rate for [*****] will not go above [*****] to [*****] prior to [*****] Combined Maximum Protection Rate for [*****] will not go above [*****] to [*****] prior to [*****] Combined Maximum Protection Rate for [*****] will not go above [*****] to [*****] prior to [*****] Combined Maximum Protection Rate for [*****] will not go above [*****] to [*****] prior to [*****] Combined Maximum Protection Rate for [*****] will not go above [*****] to [*****] prior to [*****] Combined Maximum Protection Rate for [*****] minor models will not go above [*****] to [*****] prior to [*****] |
MODELS | Monthly | Wichita | MIX | STRUCTURES | Engine - Protection Rates | ||||||
747 | [*****] Units | [*****] Units | [*****] | Units Separation | Skin Polish | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
767 | [*****] Units | [*****] Units | MIX | Units Separation | Skin Polish | [*****] | [*****] | [*****] | |||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | |||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | |||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | |||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | |||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | |||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | |||
777 | [*****] Units | [*****] Units | MIX | Units Separation | Skin Polish | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | ||
LEGEND | [*****] | ||||||||||
[*****] | |||||||||||
[*****] | |||||||||||
[*****] | |||||||||||
[*****] | |||||||||||
[*****] |
Skin Fab Polish Program Matrix | |||
[*****] | [*****] | ||
[*****] | [*****] | ||
[*****] | [*****] | ||
[*****] | [*****] | ||
[*****] | [*****] | ||
[*****] | [*****] | ||
[*****] | [*****] | ||
[*****] | [*****] | ||
[*****] | [*****] | [*****] | |
[*****] | [*****] | [*****] |
SUPPLIER BANK MATERIAL (SBM) | |||
Product Number | Program | Description | Quantity per S/S |
[*****] | [*****] | WEAPONS BAY DOOR ASSY, LEFT | [*****] |
[*****] | [*****] | WEAPONS BAY DOOR ASSY, RIGHT | [*****] |
[*****] | [*****] | SEAL, ACCESS PANEL | [*****] |
[*****] | [*****] | Hydraulic Power Drive Unit (HPDU) | [*****] |
[*****] | [*****] | Manual Drive Shaft | [*****] |
[*****] | [*****] | Angle Gearbox, LH | [*****] |
[*****] | [*****] | Angle Gearbox, RH | [*****] |
[*****] | [*****] | Torque Shaft | [*****] |
[*****] | [*****] | Link Assy | [*****] |
[*****] | [*****] | Rotary Geared Actuator (RGA) | [*****] |
[*****] | [*****] | Torque Shaft | [*****] |
[*****] | [*****] | Torque Shaft | [*****] |
[*****] | [*****] | Torque Shaft | [*****] |
[*****] | [*****] | Torque Shaft | [*****] |
[*****] | [*****] | Torque Coupler | [*****] |
[*****] | [*****] | IDG TO BREAKAWAY CONNECTOR - LEFT ENGINE POWER | [*****] |
[*****] | [*****] | IDG TO BREAKAWAY CONNECTOR - RIGHT ENGINE POWER | [*****] |
[*****] | [*****] | Inboard Actuator Tray Assy (LHS) | [*****] |
[*****] | [*****] | Center Actuator Tray Assy (LHS) | [*****] |
[*****] | [*****] | Outboard Actuator Tray Assy (LHS) | [*****] |
[*****] | [*****] | Inboard Actuator Tray Assy (RHS) | [*****] |
[*****] | [*****] | Center Actuator Tray Assy (RHS) | [*****] |
[*****] | [*****] | Outboard Actuator Tray Assy (RHS) | [*****] |
[*****] | [*****] | ESB (1 per side) | [*****] |
[*****] | [*****] | Cable Harness ESB to LEAS, H-Stab | [*****] |
[*****] | [*****] | Cable Harness ESB to Inboard LEA, H-Stab | [*****] |
[*****] | [*****] | RR Probe | [*****] |
[*****] | [*****] | PW Probe | [*****] |
[*****] | [*****] | GE 90 Sensor | [*****] |
[*****] | [*****] | GE 90 Gasket | [*****] |
[*****] | [*****] | GE 90 Damper | [*****] |
[*****] | [*****] | GE 90 Harness | [*****] |
[*****] | [*****] | GE 90 Harness | [*****] |
[*****] | [*****] | GE 115 Sensor | [*****] |
[*****] | [*****] | GE 115 Gasket | [*****] |
[*****] | [*****] | GE 115 Damper | [*****] |
[*****] | [*****] | GE 115 Harness | [*****] |
[*****] | [*****] | GE 115 Harness | [*****] |
[*****] | [*****] | Bracket for Prox. Sensor | [*****] |
[*****] | [*****] | Bracket for Prox. Sensor | [*****] |
[*****] | [*****] | Grommet | [*****] |
[*****] | [*****] | Hose | [*****] |
[*****] | [*****] | Valve | [*****] |
[*****] | [*****] | Weapons Bay Door Set of Parts | [*****] |
[*****] | [*****] | Titanium Panel Assy | [*****] |
[*****] | [*****] | ACTUATOR ASSY - LOWER, NON LOCKING | [*****] |
[*****] | [*****] | ACTUATOR - UPPER, LOCKING W/ FEEDBAC | [*****] |
[*****] | [*****] | ACTUATOR - CENTER, LOCKING W/O FEEDBACK | [*****] |
[*****] | [*****] | SYNCHRONIZATION SHAFT | [*****] |
[*****] | [*****] | TUBE ASSY, UPR | [*****] |
[*****] | [*****] | TUBE ASSY, LWR | [*****] |
[*****] | [*****] | UBE ASSY, LWR | [*****] |
[*****] | [*****] | SYNC SHAFT LOCK | [*****] |
[*****] | [*****] | PROXIMITY SENSOR | [*****] |
IX. | Add the following new Attachment 27 (“737 MAX Non-Recurring Agreement”) to the SBP: |
A. | Boeing and Seller have entered into an agreement SBP-MS-65530-0016 (SBP), GTA-BCA-65530-0016 (“GTA”) and AA-65530-0016 (AA) and all attachments and amendments thereto “Sustaining Contract" for Seller to provide product for current model aircraft and derivatives of those models. |
B. | Seller currently supplies Products to Boeing under the Sustaining Contract in support of the current production 737 model aircraft. |
C. | Boeing is seeking to develop, design and manufacture an aircraft currently designated as the 737 MAX to be sold under the 737-7, 737-8 and 737-9 designations (the “737 MAX Program”). |
D. | Boeing and Seller entered into interim pricing agreements documented under Contract Change Notice(s) (CCN) 6818 and 8015 against the Sustaining Contract for a portion of the costs incurred for design, stress and manufacturing engineering for fuselage, wing, thrust reverser and pylon Statements of Work (SOW) through December 31, 2013, the remainder of such costs the parties wish to account for in Section 2.2 of this MOA. |
E. | Boeing and Seller entered into an interim pricing agreement documented under CCN 7586 against the Sustaining Contract for a portion of the costs incurred for the [*****] Thrust Reverser Statement of Work, the remainder of such costs the Parties wish to account for in Sections 2.2 and 10.0 of this MOA. |
F. | Boeing and Seller wish to establish non-recurring pricing based upon the provisions of the Sustaining Contract and this MOA in support of Boeing’s 737 MAX Program for the 737-7, 737-8 and 737-9 MAX models. |
1.0 | Applicability and Definitions |
1.1 | Applicability |
1.1.1 | This MOA pertains only to the 737 MAX Program and does not alter any existing agreements relating to other items in the Sustaining Contract. |
1.1.2 | This MOA only pertains to the non-recurring pricing for the 737 MAX Program. |
1.1.3 | Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Sustaining Contract. |
1.2 | Definitions |
1.2.1 | “Amended Type Certification” (ATC) means the date upon which type certificate amendment is received from the applicable regulatory body for the modified aircraft design. |
1.2.2 | “Baseline Statement of Work (BSOW)”: The total requirements set forth in Section 3.0 and Section 4.0 including any referenced Boeing specifications, documents, designs or manuals. |
1.2.3 | [*****]: The statement of work relating the titanium inner-wall for the aircraft described in the BSOW, which the Parties anticipate at this time to be performed by [*****]. |
1.2.4 | “Initial Tooling”: All Tooling required for the first 737-8 Shipset unit and/or Engine Development Program (EDP) hardware, and such term shall subsequently apply to the 737-9 and 737-7. |
1.2.5 | “Non-Recurring-Non-Tooling Work”: Any Nonrecurring Work relating to the BSOW, other than Non-Recurring Tooling Work, including, but not limited to, design engineering, stress engineering, project manufacturing engineering, process manufacturing engineering, First Article Inspection, other IPT, and NC programming. |
1.2.6 | “Non-Recurring Tooling Work”: Any Nonrecurring Work relating to Tooling under the BSOW, including, but not limited to, tool design, tool fabrication, assembly tooling, integration tooling, detail tooling, and rotable tooling, but replacement of Tooling at end of useful life is not included and is not dispositioned as part of this MOA. Non-Recurring Tooling Work includes Tooling work performed by Seller’s vendors. |
1.2.7 | “[*****]Amount ([*****] Amount)”: As applicable, the Initial Tooling [*****] Amount or the Rate Tooling [*****] Amount, in each case as set forth in Exhibit A. |
1.2.8 | “Rate Tooling”: All Tooling, other than the Initial Tooling, required to support the build rate for the 737-8 aircraft. |
2.1 | Effectiveness |
2.2 | CCN Reconciliation |
3.0 | NON-RECURRING-NON-TOOLING STATEMENT OF WORK |
3.1 | In performance of the BSOW, Spirit shall perform to the applicable requirements and obligations set forth in the following documents in accordance with the delegated engineering requirements contained in the Sustaining Contract: |
3.1.1 | The work depicted in the current revision of the 737 MAX Configuration Control Document (CCD) [*****] for 737-8, [*****] for 737-7, and [*****] for 737-9 Fuselage, Propulsion, and Wing Statements of Work; |
3.1.2 | Fuselage Structures System Requirements and Objectives (SR&O) 737 MAX Document [*****], Structures Fuselage Criteria Document [*****], Propulsion Specification Documents [*****]; and |
3.1.3 | The 737-8 Engineering Bill of Material (BOM) submitted by Seller, and listed in Exhibit [B]. |
3.1.4 | In the event Seller is unable to comply with any requirement, Boeing and Seller’s engineering representatives will work together to define a mutually agreeable solution. |
3.2 | Program Schedule Baseline: Program baseline schedules as contained in Exhibit D. |
3.3 | The Parties agree the documents set forth in this Section 3 are the versions existing as of June 2013. |
4.0 | NON-RECURRING TOOLING STATEMENT OF WORK |
4.1 | The Tooling Baseline consists of: |
4.1.1 | CCD [*****], with proposed revisions, submitted with letter [*****]; |
4.1.2 | The 737-8 Engineering Bill of Material (BOM) submitted by Seller, associated with CCD [*****], as set forth in Exhibit [B]; |
4.1.3 | The Tooling List submitted by Seller, associated with CCD [*****] as set forth in Exhibit [C]; and |
4.1.4 | The August 1, 2013 version of the 737MAX Baseline Master Phasing Plan MPP, Rev B, initially dated June 28, 2012, as set forth in Exhibit [D] |
4.2 | For the avoidance of doubt, the BSOW referenced here is for the 737 MAX -8 Non-Recurring Work. Pricing, ground rules, statements of work, unique terms and non-recurring price for the other 737 MAX minor models will be subsequently agreed and incorporated into this MOA at a later date. |
5.0 | PAYMENT FOR NON-RECURRING-NON-TOOLING WORK |
5.1 | Payment |
5.1.1 | Boeing will reimburse Seller for all costs incurred less any rebates and discounts in performance of the Non-Recurring-Non-Tooling Work up to [*****], including, but not limited to, [*****], all as set forth in Exhibit [E]. |
5.1.2 | Seller will invoice its costs incurred less any rebates and discounts in performance of the Non-Recurring-Non-Tooling Work up to Amended Type Certification for 737-7, -8, -9, [*****], for the [*****] period preceding the month of invoice, and for other agreed to costs that have not been previously invoiced. ([*****] invoice to be submitted upon signature of this MOA). |
5.1.3 | Boeing will pay such invoices per the terms of the Sustaining Contract net [*****] calendar days after receipt of valid invoice and supporting data as defined in Exhibit [E] along with a monthly description of significant accomplishments and work completed for the fuselage, wing, thrust reverser and pylon statements of work. Seller will provide separate invoices for Fuselage, Wing, Thrust Reverser and Pylon. |
5.2 | Rates |
5.3 | Cost Allocation |
6.0 | PAYMENT FOR Non-Recurring Tooling WORK |
6.1 | Payment |
6.1.1 | Boeing will reimburse Seller for all actual costs incurred less any rebates and discounts in performance of the Non-Recurring Tooling Work including, but not limited to, [*****] as set forth in Exhibit [F] submittal form]; up to the [*****] identified in Exhibit [A] for Initial Tooling and Rate Tooling by -7, -8, -9 and by minor model. The [*****] Amount in Exhibit [A] shall be deemed to be reduced by [*****] respectively until all Certified Tool Lists (CTLs) are submitted and approved. Upon submittal of all CTL records associated with each [*****] Amount, such deemed reduction shall no longer apply, and Boeing will pay Seller any remaining amount due for tooling costs incurred up to the [*****] Amount as set forth in Exhibit [A]. |
6.1.2 | Seller will invoice its costs for the Non-Recurring Tooling Work, [*****], for the [*****] period preceding the month of invoice, and for other agreed to costs that have not been previously invoiced. |
6.1.3 | Boeing will pay such invoices per the terms of the Sustaining Contract net [*****] calendar days after receipt of valid invoice and supporting data as defined in Exhibit [F], Seller will provide separate invoices for Fuselage, Wing, Thrust Reverser and Pylon work. |
6.2 | Rates |
6.3 | Invoicing Requirements for Non-Recurring Tooling Work |
6.4 | Incentive Fee |
6.4.1 | Upon submittal of all CTL’s associated with each [*****] Amount set forth in Exhibit A [*****], if Seller’s actual costs incurred in the completion of such work are less than the [*****] Amount, and taking into account any adjustments to such [*****] Amount pursuant to Section 8.0 (Changes), then Boeing shall pay to Seller, in addition to the amounts due under Section 6.1 (Payment), an incentive fee equal to [*****] as amended from time to time and agreed to between the parties per section 6.7 [*****]. |
6.4.2 | If an incentive is earned in accordance with 6.4.1, Boeing will provide a purchase order within [*****]. Upon receipt of valid invoice from Seller, Boeing will pay such invoices per the terms of the Sustaining Contract net [*****] calendar days. |
6.5 | Schedule |
7.0 | BUDGET TRACKING, MONTHLY ACTUALS, AND INVOICE RECONCILIATION |
7.1 | Monthly Actuals |
7.2.1 | In conjunction with submittals of costs incurred, Seller will provide to Boeing its projected expenditures in connection with the performance of the Non-Recurring-Non-Tooling Work for the succeeding [*****] period, in the form of the template set forth in Exhibit [E]. |
7.2.2 | At the end of [*****], Boeing will issue its budget forecast for the Non-Recurring-Non-Tooling Work for the succeeding [*****] period. |
7.2.3 | The Parties agree that regardless of any variances between such budgets and Seller’s costs, Boeing will continue to pay Seller in accordance with Section 5.1. |
7.2.4 | Weekly reporting requirements |
7.2.5 | Budget Management |
7.3 | Schedule Performance Monitoring |
7.3.1 | Boeing and Seller will utilize the Event Tracking And Control (“ETAC”) reporting system to track design/stress engineering performance. |
7.4 | Invoice Reconciliation |
7.4.1 | In the event that Boeing disputes any Seller invoice, including without limitation, the invoice set forth in Section 2.2 above, Boeing will pay Seller |
7.4.2 | The Parties recognize that Seller may in some instances have confidentiality obligations to third parties which limit the amount or nature of data that can be provided in invoice reconciliation. In such event, the Parties shall work together to determine a mutually agreeable solution which enables the provision of supporting data in Section 7.4.1 in a manner that is in compliance with Seller’s confidentiality obligations to third parties. |
7.4.3 | Boeing will have [*****] from the date the invoice is received to notify Seller of any exception to the actual costs listed in such invoice, otherwise the invoice will be deemed accepted. |
8.0 | Changes |
8.1 | In the event of any Change to the BSOW, directed by Boeing prior to Amended Type Certification as applicable to each MAX minor model (an “Initial Change”): |
8.1.2 | Costs associated with any revisions to the BSOWs that constitute a Change under Section 6 of the SBP and fall within the time period designated for Initial Changes, shall be addressed in accordance with 5.1.1 of this MOA for Non-Recurring-Non-Tooling Work and 6.1.1 for Non-Recurring Tooling Work. |
8.2 | For clarification purposes, the change provisions of this MOA, rather than the change provisions in Section 7.0 of the SBP, will govern with respect to Initial Changes (provided, that the term “Change” as used herein, shall have the same meaning as that defined in the SBP, except as modified by this MOA), and equitable price adjustment with respect to Initial Changes will not be subject to the price thresholds described in Section 7.0 of the SBP. For each MAX minor model, Changes following the Initial Change period for such minor model shall be governed by the Sustaining Contract. For the avoidance of doubt Section 6.0 of the SBP shall apply except for the reference to Section 7.0 contained therein. |
8.3 | Change Negotiation Process |
8.3.1 | Following receipt of a direction from Boeing that constitutes a Change under this MOA, Seller will provide updated scope of work documents to Boeing, along with pricing submittals, identifying the associated cost and/or schedule impacts. |
8.3.2 | Within [*****] of receipt of such proposal, Boeing shall make a settlement offer to Seller. Following receipt of Boeing’s settlement offer, if the Parties are unable to reach agreement on an equitable adjustment within [*****], the negotiations shall be elevated to Senior Contracts Management for resolution. |
8.3.3 | Upon settlement the [*****] Amounts and/or schedule, this MOA will be adjusted by Contract Change Notice (CCN) for all adjustments agreed in writing between the parties. |
9.0 | Weight |
9.1. | Seller acknowledges the importance of an end item weight for the Products it delivers to Boeing and agrees to follow diligent weight reduction practices during the design process. |
9.2 | Based on the BSOW, Seller will provide non-binding Advisory Weight Guidelines (AWG) for the Seller provided dry products. No weight requirement, (such as those referenced in any requirement document) other than the AWG are applicable. |
9.3 | Such AWGs do not constitute a weight requirement, and failure to achieve such AWGs shall not constitute a breach under this MOA or the SBP |
9.4 | These AWGs are for the end item level and are for production units only. |
9.5 | In addition, the above AWGs require that adjustments to AWG values be assessed in conjunction with Initial Changes having a weight impact. |
9.6 | Seller will provide Status Weight reporting and Actual Weight reporting once monthly via agreed to format. |
10.1 | The Parties continue to evaluate the transfer of the [*****] Statement of Work from Seller to Boeing. |
10.2 | Until such time as the transfer agreement has been executed, Seller will invoice Boeing [*****] for payments made to [*****] pursuant to the [*****] Statement of Work, and Boeing will pay such invoices net [*****] days after receipt thereof. For the avoidance of doubt, Seller will not duplicate such amounts in any invoice submitted pursuant to Section 5.1 or 6.1. |
10.3 | In the event the Parties are unable to reach a transfer agreement by [*****] Boeing and Seller will negotiate additional payment provisions or inclusion of the [*****] Statement of Work into this MOA. |
11.0 | Propulsion Engine Development Plan (EDP) and Test hardware |
11.1 | The parties will negotiate pricing for EDP Hardware and test hardware by [*****]. |
12.0 | INCENTIVES: NON-RECURRING-NON-TOOLING |
13.0 | MISCELLANEOUS |
13.1 | This MOA including all Exhibits and Attachments contain the entire agreement between Seller and Boeing about the subject matter hereof and supersedes all previous proposals, understandings, commitments, or representations whatsoever, oral or written for said effort. This MOA may be changed only in writing by authorized representatives of Seller and Boeing. Except as specified herein, all other terms of the Sustaining Contract apply. In the event of a conflict between the terms of this MOA and the Sustaining Contract, the terms of this MOA will have precedence. |
13.2 | The Parties will update Attachment 9 to include the 737 MAX, and Attachment 4 of the SBP to include the 737 MAX under Section B.1 and incorporate this MOA as a separate attachment to the SBP. |
13.3 | The Parties will amend the Product Support and Assurance Document (PSAD) D6-83315 to incorporate the 737-7, -8, -9 models in Section 8.3.1 (a) “Warranty for Products”. |
13.4 | The D6-83323 Document denoting the 737 NG roles, responsibilities, and accountability for the 737 NG will apply to Seller’s engineering responsibility for |
Signature: | Signature: |
Printed Name: | Printed Name: |
Title: | Title: |
Date: | Date: |
737-8 [*****] Amounts | Fuselage, Wing, and Propulsion End Items (All SOW) |
Initial Tooling [*****] Amount | [*****] |
Rate Tooling [*****] Amount | [*****] |
737-9 [*****] Amounts | Fuselage, Wing, and Propulsion End Items (All SOW) |
Initial Tooling [*****] Amount | To be negotiated per section 6.3 |
Rate Tooling [*****] Amount | To be negotiated per section 6.3 |
737-7 [*****] Amounts | Fuselage, Wing, and Propulsion End Items (All SOW) |
Initial Tooling [*****] Amount | To be negotiated per section 6.3 |
Rate Tooling [*****] Amount | To be negotiated per section 6.3 |
737 MAX Non-Recurring Actuals | |||||
Cumulative through Date Month/Year | |||||
Hours | Fuselage | Pylon | TR | Wing | Total |
Design Eng | |||||
Stress Eng | |||||
Project ME | |||||
Design Eng - Subcontract | |||||
Stress Eng - Subcontract | |||||
Process ME | |||||
NC | |||||
IPT | |||||
QA | |||||
Total Hours | |||||
Avg Rate | Fuselage | Pylon | TR | Wing | Total |
Design Eng | |||||
Stress Eng | |||||
Project ME | |||||
Eng - Subcontract | |||||
Process ME | |||||
NC | |||||
IPT | |||||
QA | |||||
Cost | Fuselage | Pylon | TR | Wing | Total |
Design Eng | |||||
Stress Eng | |||||
Project ME | |||||
Eng - Subcontract | |||||
Process ME | |||||
NC | |||||
IPT | |||||
QA | |||||
Total Cost |
737 MAX Non-Recurring Actuals - Totals | |||||
Date (Month/Year) | |||||
Hours | Month | Month | Month | Month | Month |
Design Eng | |||||
Stress Eng | |||||
Project ME | |||||
Design Eng - Subcontract | |||||
Stress Eng - Subcontract | |||||
Process ME | |||||
NC | |||||
IPT | |||||
QA | |||||
Total Hours | |||||
Avg Rate | Month | Month | Month | Month | Month |
Design Eng | |||||
Stress Eng | |||||
Project ME | |||||
Eng - Subcontract | |||||
Process ME | |||||
NC | |||||
IPT | |||||
QA | |||||
Cost | Month | Month | Month | Month | Month |
Design Eng | |||||
Stress Eng | |||||
Project ME | |||||
Eng - Subcontract | |||||
Process ME | |||||
NC | |||||
IPT | |||||
QA | |||||
Total Cost |
737 MAX Non-Recurring Actuals - (BY IPT) | |||||
Month, Year | |||||
Hours | Month | Month | Month | Month | Month |
Design Eng | |||||
Stress Eng | |||||
Project ME | |||||
Design Eng - Subcontract | |||||
Stress Eng - Subcontract | |||||
Process ME | |||||
NC | |||||
IPT | |||||
QA | |||||
Total Hours | |||||
Avg Rate | Month | Month | Month | Month | Month |
Design Eng | |||||
Stress Eng | |||||
Project ME | |||||
Eng - Subcontract | |||||
Process ME | |||||
NC | |||||
IPT | |||||
QA | |||||
Cost | Month | Month | Month | Month | Month |
Design Eng | |||||
Stress Eng | |||||
Project ME | |||||
Eng - Subcontract | |||||
Process ME | |||||
NC | |||||
IPT | |||||
QA | |||||
Total Cost |
Actuals by IP | ||||||||
Date Month/Year | ||||||||
Hours | Month | Month | Month | Month | ||||
Design Eng | ||||||||
Stress Eng | ||||||||
Project ME | ||||||||
Offload DE | ||||||||
Offload SE | ||||||||
Process ME | ||||||||
NC | ||||||||
IPT | ||||||||
Tool Design | ||||||||
Tool Fab | ||||||||
Total Fuselage Hours | ||||||||
Dollars | Month | Month | Month | Month | ||||
Design Eng | ||||||||
Stress Eng | ||||||||
Project ME | ||||||||
Define Offload | ||||||||
Process ME | ||||||||
NC | ||||||||
IPT | ||||||||
Tool Design | ||||||||
Tool Fab | ||||||||
Total Fuselage Dollars | ||||||||
[*****] | [*****] | [*****] | [*****] | |||||
Dollars with G&A | Month | Month | Month | Month | ||||
Design Eng | — | — | — | — | ||||
Stress Eng | — | — | — | — | ||||
Project ME | — | — | — | — | ||||
Define Offload | — | — | — | — | ||||
Process ME | — | — | — | — | ||||
NC | — | — | — | — | ||||
IPT | — | — | — | — | ||||
Tool Design | — | — | — | — | ||||
Tool Fab | — | — | — | — | ||||
Total Fuselage Dollars | — | — | — | — | ||||
[*****] | [*****] | [*****] | [*****] |
737 MAX Nacelle Quarterly Analysis - SAMPLE | |||||||||||||||
737 MAX Nacelle Tools Actuals as of the close of business month of January (2/6/2014) (SAMPLE) | |||||||||||||||
IN-HOUSE HOURS | DOLLARS | TOTAL DOLLARS | |||||||||||||
Tool Number | Unit Number | Serial Number | TCS Order Status | EST Committed/Closed Date | FAB | DESIGN | TOTAL HOURS | FAB | DSN | SUBCONTRACT | FACILITIES ASSIST | MATERIAL | TOTAL DOLLARS | CUM-TO-DATE | |
737 MAX STRUT SUPPLIER ACCOUNTABLE TOOLS - SAMPLE | |||||
Tool Number | Unit | Lifetime Serial | Open/Closed | Estimated Close Date | Cost |
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] |
• | [*****] payable if [*****] Non-Recurring-Non-Tooling cost target is met, [*****] through [*****] of [*****] |
• | [*****] payable if overall Non-Recurring-Non-Tooling cost target is achieved through 737-7 ATC. Value to be provided after [*****]. |
• | [*****] payable for ETAC releases [*****] on time |
• | [*****] payable for ETAC releases [*****] on time |
737-MAX Incentive Payment Plan Schedule for Schedule and Quality Incentive | |||||
Payment to be based on completion of schedules and meeting quality requirements by model (737-7) | |||||
Category | Performance Period Beginning Milestone | Performance Period Ending Milestone | Payment Trigger | Amount Available | Award Amount Calculation |
Schedule | [*****] | [*****] | [*****] | [***] | [*****] |
Quality | [*****] | [*****] | [*****] | [***] | [*****] |
737-MAX Incentive Payment Plan Schedule for Schedule and Quality Incentive | |||||
Payment to be based on completion of schedules and meeting quality requirements by model (737-8) | |||||
Category | Performance Period Beginning Milestone | Performance Period Ending Milestone | Payment Trigger | Amount Available | Award Amount Calculation |
Schedule | [*****] | [*****] | [*****] | [****] | [*****] |
Quality | [*****] | [*****] | [*****] | [****] | [*****] |
737-MAX Incentive Payment Plan Schedule for Schedule and Quality Incentive | |||||
Payment to be based on completion of schedules and meeting quality requirements by model (737-9) | |||||
Category | Performance Period Beginning Milestone | Performance Period Ending Milestone | Payment Trigger | Amount Available | Award Amount Calculation |
Schedule | [*****] | [*****] | [*****] | [****] | [*****] |
Quality | [*****] | [*****] | [*****] | [****] | [*****] |
737-MAX Incentive Payment Plan Schedule for Cost Incentive | |||||
Payment to be based on meeting or exceeding Boeing cost targets for ll models (737-7,-8,-9) | |||||
Category | Performance Period Beginning Milestone | Performance Period Ending Milestone | Payment Trigger | Amount Available | Award Amount Calculation |
Cost applies to 737-7, -8, -9 models only | [*****] | [*****] | [*****] | [****] | [*****] |
Cost applies to 737-7, -8, -9 models only | [*****] | [*****] | [*****] | [****] | [*****] |
X. | Add the following new Attachment 28 (“737/747/767/777 PRICING AGREEMENT THROUGH 2015”) to the SBP: |
1.1 | Pricing Period. The Unit Billing Prices as agreed to in this Agreement shall be effective as of Apri11, 2014 through December 31, 2015 (the "Pricing Period"). |
1.2 | Recurring Price. For purposes of Section 4.0 (Pricing) of the SBP, during the Pricing Period the Unit Billing Prices for Recurring Products shall be calculated as follows. The Parties will follow the process set forth in SBP Attachment 20 to generate the Unit Billing Prices using the Base Prices (as set forth in the SBP Attachment 1 that are in place as of the Effective Date) for Recurring Products, which shall be adjusted using the [*****], and |
1.3 | Retroactive Adjustment. Upon execution of this Agreement, the Parties agree to waive any retroactive debits or credits that would be due to either party either under SBP Section 4.1.1 (Interim Extension Pricing) or under Spirit Letter 052013-2013-0011-JDR and any related correspondence as a result of the Unit Billing Prices established in accordance with this Agreement, for payments made to Spirit, or invoices received by Boeing, from June 1, 2013 through March 31, 2014. Any invoices issued on or after the Effective Date shall be at the Unit Billing Prices set forth in this Agreement. |
1.4 | Extension Pricing Proposal. The Parties agree to commence negotiations in [*****] for pricing beyond the Pricing Period ("Follow-on Pricing"). As part of such negotiations, the Parties shall agree on the duration of the Follow-on Pricing. Both Parties agree to negotiate in good faith to reach agreement on Follow-on Pricing by [*****]. If the Parties fail to reach agreement for Follow-on Pricing by [*****], the Parties shall use the Unit Billing Price calculated as the then current Attachment 1 Base Price at FOB date (inclusive of SOW adds and deletes, i.e PRR changes, adjustments based on implementation of cost reduction activities under Cost Reduction Project Agreements, work transfers, etc) reduced by the [*****] as adjusted by the indices and adjustment methodology set forth in SBP Section 4.1.1, as an interim payment mechanism (the "Interim Payment Mechanism") to be applied to Recurring Products delivered following the end of the Pricing Period, but before agreement on Follow-on Pricing. The Interim Payment Mechanism shall apply until such time as the Parties agree on Follow-on Pricing. |
2.1 | Working Together. The Parties agree to cooperate and work together to implement cost reduction ideas agreed to by both Boeing and Spirit. This Agreement supersedes (i) the Letter of Agreement between Boeing and Spirit dated August 2, 2013 and (ii) for the duration of the Pricing Period, SBP Section 7.6. For each agreed to cost reduction idea, the Parties shall enter into a written agreement (each, a "Cost Reduction Project Agreement") setting forth: (a) the cost reduction idea in detail; (b) the steps required to implement such idea; (c) the Party responsible for each step; (d) the timeline associated with such implementation; (e) the non-recurring costs to be incurred by each Party and the documentation reasonably necessary to substantiate the non-recurring costs of each Party; (f) the method for defining and measuring the cost savings; (g) the process for recapture of each Party's non-recurring costs; and (h) how the cost savings will be allocated among the Parties after each Party's recapture of its non-recurring costs. |
2.2 | Cost Reduction Focus. In order to track the progress of cost reduction implementation efforts, the Parties agree to conduct executive reviews [*****] beginning [*****] and on or about [*****] thereafter. These reviews shall track progress of items including, but not limited to, total number of cost reduction ideas, total number of implemented ideas, and total savings captured by both Parties to-date. |
2.3 | Nonrecurring Costs. Nonrecurring costs required to implement cost reduction ideas, as set forth in the applicable Cost Reduction Project Agreement, shall be shared by both Parties as outlined below. |
2.4 | Recurring Savings. The amount of cost savings realized from completed cost reduction projects shall be as set forth in the applicable Cost Reduction Project Agreement. Any such cost savings shall be applied on a case-by-case basis [*****] in accordance with the terms of the applicable Cost Reduction Project Agreement. In general, Boeing's portion of the recurring adjustment as agreed to between the Parties in the applicable Cost Reduction Project Agreement shall be applied to [*****] Parties [*****] to the Parties' nonrecurring investments. |
3.1 | Working Together. The Parties agree to implement a rate increase of 47 APM on the 737 Program in the most cost effective and efficient manner anticipated in [*****] or as otherwise agreed between the Parties. The Parties recognize that achieving rate increases requires coordination and collaboration across various roles and responsibilities between the Parties. The Parties agree to update Attachment 15 following execution of this Agreement to reflect 47 APM as the maximum production rate for the 737 Program and to reflect any associated model mix constraints. Until such time as the Parties amend SBP Attachment 15 to reflect a new minor model mix constraint associated with 47 APM on the 737 Program, the minor model mix constraints existing prior to such amendment shall continue to apply. For the avoidance of doubt, nothing in this Agreement other than the maximum rate established herein shall affect either Party's rights or obligations under the Memorandum of Agreement titled "Encompassing a Revision to Special Business Provisions MS-65530-0016, Attachment 15, Maximum Production Rate and Model Mix Constraint Matrix between Boeing and Spirit" dated March 9, 2012. |
3.2 | Property, Plant & Equipment. Spirit shall be responsible to fund all Property, Plant & Equipment costs (PP&E) required to implement a production rate of 47 APM on the 737 Program. |
3.3 | Rate Tooling. Boeing shall be responsible to pay for all Tooling, in accordance with the terms of the SBP, that the Parties agree is required to implement a production rate of 47 APM on the 737 Program at the prices mutually agreed to by the Parties. |
3.4 | Protection Rates Above 47 APM. The Parties agree that nothing herein contains any agreement relating to any rate investment or protection rates for production rates above 47 APM. For the avoidance of doubt, nothing in this Agreement shall affect either Party's rights or obligations under the Memorandum of Agreement titled "Encompassing a Revision to Special Business Provisions MS-65530-0016, Attachment 15, Maximum Production Rate and Model Mix Constraint Matrix between the Parties" dated November |
THE BOEING COMPANY | SPIRIT AEROSYSTEMS, INC. | |||||
Boeing Commercial Airplanes | ||||||
Supplier Management | ||||||
By:________________________ | _______________________ | |||||
Cecelia Howell | Ryan Ast | |||||
Procurement Agent | Contracts Administrator | |||||
Date | Date |