Item 9.01 Financial Statements and Exhibits
(d)
Exhibits.
Cautionary
Statement Regarding Forward-Looking Statements
This Current Report
on Form 8-K contains “forward-looking statements” that may involve many risks and uncertainties. Forward-looking
statements generally can be identified by the use of forward-looking terminology such as “aim,”
“anticipate,” “believe,” “could,” “continue,” “estimate,”
“expect,” “goal,” “forecast,” “intend,” “may,”
“might,” “objective,” “outlook,” “plan,” “predict,”
“project,” “should,” “target,” “will,” “would,” and other similar
words, or phrases, or the negative thereof, unless the context requires otherwise. These statements reflect management’s
current views with respect to future events and are subject to risks and uncertainties, both known and unknown. Our actual
results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue
reliance on any forward-looking statements. Important factors that could cause actual results to differ materially from those
reflected in such forward-looking statements and that should be considered in evaluating our outlook include, but are not
limited to, the following: 1) our ability to continue to grow our business and execute our growth strategy, including the
timing, execution, and profitability of new and maturing programs; 2) our ability to perform our obligations under our new
and maturing commercial, business aircraft, and military development programs, and the related recurring production,
including our ability to meet contractually required production rate increases; 3) our ability to accurately estimate and
manage performance, cost, and revenue under our contracts, including our ability to achieve certain cost reductions with
respect to the B787 program and other programs; 4) margin pressures and the potential for additional forward losses on new
and maturing programs; 5) our ability and our suppliers’ ability to accommodate, and the cost of accommodating,
announced increases in the build rates of certain aircraft and expanding model mixes; 6) the effect on aircraft demand and
build rates of changing customer preferences for business aircraft, including the effect of global economic conditions on the
business aircraft market and expanding conflicts or political unrest; 7) customer cancellations or deferrals as a result of
global economic uncertainty or otherwise; 8) the effect of economic conditions in the industries and markets in which we
operate in the U.S. and globally and any changes therein, including fluctuations in foreign currency exchange rates; 9) the
success and timely execution of key milestones such as the receipt of necessary regulatory approvals, including our ability
to obtain any required regulatory or other third party approvals for the consummation of our announced acquisitions of Asco
and select Bombardier operations, and customer adherence to their announced schedules; 10) our ability to
successfully negotiate, or re-negotiate, future pricing under our supply agreements with Boeing and our other customers; 11)
our ability to enter into profitable supply arrangements with additional customers; 12) the ability of all parties to satisfy
their performance requirements, including our ability to timely deliver quality products, under existing supply contracts
with our two major customers, Boeing and Airbus, and other customers, and the risk of non-payment by such customers; 13) any
adverse impact on Boeing’s and Airbus’ production of aircraft resulting from cancellations, deferrals, or reduced
orders by their customers or from labor disputes, domestic or international hostilities, acts of terrorism, or government
action such as mandatory aircraft fleet grounding; 14) any adverse impact on the demand for air travel or our operations from
the outbreak of diseases or epidemic or pandemic outbreaks; 15) our ability to avoid or recover from cyber-based or other
security attacks, information technology failures, or other disruptions; 16) returns on pension plan assets and the impact of
future discount rate changes on pension obligations; 17) our ability to borrow additional funds or refinance debt; 18)
competition from or in-sourcing by commercial aerospace original equipment manufacturers and competition from other
aerostructures suppliers; 19) the effect of governmental laws, such as U.S. export control laws and U.S. and foreign
anti-bribery laws such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and environmental laws and
agency regulations, both in the U.S. and abroad; 20) the effect of changes in tax law, such as the effect of The Tax Cuts and
Jobs Act that was enacted on December 22, 2017, and changes to the interpretations of or guidance related thereto, and the
Company’s ability to accurately calculate and estimate the effect of such changes; 21) any reduction in our credit
ratings; 22) our dependence on our suppliers, as well as the cost and availability of raw materials and purchased components;
23) our ability to recruit and retain a critical mass of highly skilled employees and our relationships with the
unions representing many of our employees, including our ability to avoid labor disputes and work stoppages with respect to
our union employees; 24) spending by the U.S. and other governments on defense; 25) the possibility that our cash flows and
our credit facility may not be adequate for our additional capital needs or for payment of interest on, and principal of, our
indebtedness; 26) our exposure under our revolving credit facility to higher interest payments should interest rates increase
substantially; 27) the effectiveness of any interest rate hedging programs; 28) the effectiveness of our internal control
over financial reporting; 29) the outcome or impact of ongoing or future litigation, claims, and regulatory actions; 30) our
exposure to potential product liability and warranty claims; 31) the consummation of our announced acquisition of select
Bombardier operations in a timely fashion and the realization of the expected revenues of the acquired Bombardier operations,
32) our ability to effectively assess, manage and integrate acquisitions that we pursue, including our ability to
successfully integrate the Asco business and select Bombardier operations, and generate synergies and other cost savings
therefrom; 33) the consummation of our announced acquisition of Asco while avoiding any unexpected costs, charges, expenses,
and adverse changes to business relationships and other business disruptions for ourselves and Asco as a result of the
acquisition; 34) our ability to continue selling certain receivables through our supplier financing programs; 35) the risks
of doing business internationally, including fluctuations in foreign currency exchange rates, impositions of tariffs or
embargoes, trade restrictions, compliance with foreign laws, and domestic and foreign government policies; 36) prolonged
periods of inflation where we do not have adequate inflation protection in our customer contracts, among other things; and
37) the timing and conditions surrounding the return to service of the 737 MAX fleet and related impacts on our
production rate. These factors are not exhaustive and it is not possible for us to predict all factors that could cause
actual results to differ materially from those reflected in our forward-looking statements. These factors speak only as of
the date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. As
with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances.
Except to the extent required by law, we undertake no obligation to, and expressly disclaim any obligation to, publicly
update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Additional information concerning these and other factors can be found in our filings with the Securities and Exchange
Commission, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.