Warbird Information Exchange

Boeing to Sell Commercial Airplanes Operations in Kansas and Oklahoma to Onex

WICHITA, Kansas, Feb. 22, 2005 – The Boeing Company [NYSE: BA] and Onex Corporation today announced an agreement under which Onex will acquire the Wichita/Tulsa Division of Boeing Commercial Airplanes.

The transaction includes Commercial Airplanes facilities and assets in Wichita, Kansas, and Tulsa and McAlester, Oklahoma. Transaction consideration to Boeing includes approximately $900 million cash, transfer of certain liabilities and long-term supply agreements that provide Boeing ongoing cost savings. The single-source supply agreements cover the structures and parts currently produced by the Wichita/Tulsa Division, providing a stable base of revenue for the new business to build upon. In addition, the Wichita/Tulsa operations will continue as a major partner on the 787 Dreamliner.

The sale is expected to close during the second quarter of 2005. Boeing expects to recognize a non-cash loss on the transaction attributable to the transfer of pension related assets and liabilities. Recognizing these non-cash charges at closing will reduce future pension expenses. Boeing Integrated Defense Systems operations in Wichita and Oklahoma are not included in the transaction.

"This agreement fully supports our strategy to focus Boeing on large-scale systems integration, which is where we are most competitive and can add the most value to our airplanes and services," said Boeing Commercial Airplanes President and Chief Executive Officer Alan Mulally. "Boeing will benefit from lower procurement costs and the Wichita/Tulsa operations now can grow by winning new business with other customers."

Mulally said Boeing selected Onex based on its successful history of investing in and growing companies.

Onex will form a new company to operate the facilities. The plants will continue to operate under the leadership of Jeff Turner, currently vice president and general manager of the Boeing Commercial Airplanes Wichita Division, who will be the new company's CEO.

"Onex has a strategy to build the most efficient and innovative company in the aerostructures industry. We intend to invest over $1 billion in Kansas and Oklahoma in the next few years," said Seth Mersky, an Onex managing director.

Mersky said Onex's vision is to grow the value of the Wichita/Tulsa operations over a number of years.

"We are committed to working in close partnership with the current Wichita/Tulsa senior leadership team to make the transition as seamless as possible," added Nigel Wright, another Onex managing director. "The new company will compete for work inside and outside of Boeing, providing potential for more, and more stable, jobs. The key is to get the cost structure right."

Boeing announced in April 2004 that it was studying the possible sale of its plants in Wichita , Tulsa and McAlester . Boeing included balancing the interests of employees, customers, shareholders and its plant communities in its criteria for the decision.

"We firmly believe that this decision provides the best available outcome for the Wichita/Tulsa Division and its plant communities by creating new opportunities for sustained growth as a separate operation. Onex shares this perspective, and we look forward to a long and productive relationship together," Mulally said.

Approximately 9,000 Commercial Airplanes employees currently work at the Wichita , Tulsa and McAlester sites. The Division incurred approximately US$2.2 billion in annual costs for 2004. The facilities currently supply Boeing with fuselage and other structural components for the 737, 747, 767 and 777 programs, and the division is a supplier partner on the 787 Dreamliner.

The transaction is subject to a number of conditions before closing, including U.S. government reviews.

Goldman Sachs advised The Boeing Company on this transaction.

About The Boeing Company

With headquarters in Chicago , The Boeing Company is the largest aerospace company in the world and is one of the leading U.S. exporters. It is the world's largest manuf acturer of commercial jetliners and military aircraft, and the largest NASA contractor. The company's capabilities in aerospace also include rotorcraft, electronic and defense systems, missiles, rocket engines, satellites, launch vehicles and advanced information and communication systems. The company has an extensive global reach with customers, manufacturing facilities, suppliers and business partners throughout the world. Boeing Commercial Airplanes produces the popular 7-series jetliner family, and is setting a new standard for jetliners with its upcoming 787 Dreamliner. Boeing Commercial Airplanes is headquartered in Seattle , Wash.

About Onex

Onex is a Toronto-based diversified company with annual consolidated revenues of approximately Cdn$16 billion and consolidated assets of approximately Cdn$12 billion. It is one of Canada 's largest companies with global operations in service, manufacturing and technology industries. Its operating companies include Celestica Inc.; Magellan Health Services, Inc.; ClientLogic Corporation; Cineplex Galaxy LP; J.L. French Automotive Castings, Inc.; Res-Care, Inc.; Radian Communications Services Corporation; Emergency Medical Services Corporation; Cosmetic Essence, Inc.; Center for Diagnostic Imaging, Inc. Onex shares trade on the Toronto Stock Exchange under the stock symbol OCX.SV.

Onex Partners LP has acted as managing partner for this transaction. In early February 2004, Onex completed the final closing of the Onex Partners Fund, with total commitments of US$1.65 billion. The fund provides capital for Onex-sponsored acquisitions not related to Onex's existing operating companies or to ONCAP. Onex controls the General Partner and Manager of the Fund and has committed US$375 million to Onex Partners LP.

No because the plane is still under private ownership...just being helped/ sponsored by Boeing, correct me if I'm wrong.

John

JohnH brings up a good point about "private ownership." It's been said that Mazzolini still retains ownership of Doc, yet it is being restored with funds donated to his 501c(3) "The United States Aviation Museum." Am I the only one who finds this rather odd??? What would happen when/if Doc gets back in the air, and Mazzolini suddenly decides to hang a for sale sign from the #2 prop? I've talked at length about this matter w/ people from a certain other museum working on a B-29, and we can't figure out how in the %$@& "he" still (legally) owns that bird. Any opinions?? (Col. Rohr, that means YOU! )

Retaining ownership is easy. All Mr. Mazzolini has to do is "loan" the airplane to his museum. This is really common.

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Brad

Brad is correct. Evergreen is a perfect example. They (Mr Smith) own the FG, P-40, P-38, P-51, B-17, 109, Spit ect but are displayed in the museum. I was told that the museum's greatest fear is that they'll show up one morning and all will be gone!

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Don't touch my junk!!

I was under the impression that Mr. Smith was the person responsible for the establishment of the Evergreen Museum.

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Rob Mears
'Surviving Corsairs' Historian
robcmears@yahoo.com
http://www.robmears.com

Actually Mike was the driving force and Mr Smith carried it on to completion. But, the only aircraft the museum owns are the Goose and others gifted by doners and those on loan like the F6F-3 and our B-25.
The others belong to EVG or Mr. Smith.

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Don't touch my junk!!

Loaning an A/C to a museum for display is one thing, restoring it to airworthy condition using privately donated (tax deductible) funds under the umbrella of a 501c(3) is another, wouldn't you agree? I'm not trying to "stir the $@&#" here, nor am I denigrating Mazzolini and the people working on Doc, I'm just trying to figure out if whats going on here is really legal. I was faced with a similar, albeit less "grand" dilemma myself. In the end, I decided against forming my own 501c(3) for the time being, as I came to the conclusion that it would be morally, if not legally wrong of me to use donated funds and parts to further along my own projects, of which I would still retain ownership of.

What really concerned me was if one day I decided to sell, or trade one of these projects for something else, how could I legally do it when a certain percentage of said projects technically belong to my non-profit group, and not to me? That is where things get a little fuzzy. Let me give an example of what I'm talking about.

For arguments sake, lets say I have a certain keen interest in the PT-19. I work and work, and save my money until one day I go out and buy a bare bones PT project (hey Steve! ). Once I pull this thing home, I realize it's going to take more money that I have to it back in the air, so what do I do? I form a 501c(3), we'll call it the "PT-19 Historical Group," dedicated to the Preservation and Perpetuation of the Fairchild PT-19.

I then start actively soliciting donations, both parts and monetary, for the restoration of this historically significant aircraft. I even load the fuselage up on a trailer, and take it to a few airshows, along with pretty displays detailing how the PT-19 helped trained our young fledgling aviators during the second world war. Eventually, enough money is raised, enough parts are collected, and one more blue & yellow bird is back churning holes in the sky.

Fast forward a few years, and suddenly I find myself in a bit of a financial crisis. After exploring all avenues, exhausting all other options, I have no alternative left but to sell my beloved PT-19. After all debts are settled, what money is left goes directly into my pocket. What about the "PT-19 Historical Group?" With it's crown jewel gone, and nothing left but an empty hanger (which I own), and a few pictures and memorabilia hanging on the walls, it is soon dissolved.

So I'll ask this question again: Does the above scenario seem right to you? Is it right for me to profit from the sale of my PT-19, when so many privately donated funds and parts (all of which were tax deductible, mind you) were almost solely responsible for my bird being restored? I would submit that the above is highly unethical, and almost surely illegal...but then again, who is paying attention, right?

I'm anxious to hear what others think about all this, as what I have outlined above is really what stopped me from forming my own little group. Let the fun begin!

This is an interesting topic. Many warbird owners with collections have formed museums ie 501c3 organizations for their aircraft. So they have a museum but are the aircraft just loaned to the museum short term or long? Are they a direct donation to the museum? If they are a donation, who runs the museum??? Is the chairman of the board the warbird owner and the board made up of his friends or employees of his company. If so in effect he still has total control of the aircraft donated or not. I'm sure these museums are set up has a tax benefit to the owner and it all works in his favor. But do the people that visit the museum and put $$$ in the donation can understand that they're actually underwriting a rich persons hobby?????
Sorry for the negative aspect here on this but I have too many friends who are private warbird operators, without the the 501c3 umbrella, that bust their humps and save every nickel to keep their aircraft and to keep them flying. If you're one of these private owners my hats are off to you!

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Don't touch my junk!!

I was in Wichita this week and managed to get about half an hour in the B-29 restoration hangar. Neither the Boeing staff nor Tony Mazzolini mentioned any plans to dispose of the aircraft.

Boeing sold the civil business whereas Doc is on the military site on McChord AFB. Thus, the sale of the premises would not appear to affect the restoration project. With all the usual caveats associated with complex projects, a first flight within 18 months appears within reason.

Gregory

McCord is in WA. Doc is in
Wichita which is in Kansas...right????????????????

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Don't touch my junk!!

"For arguments sake, lets say I have a certain keen interest in the PT-19. I work and work, and save my money until one day I go out and buy a bare bones PT project (hey Steve! )."

Hey Trev,

She's right here waiting for you..... Take your pick.

Jack

Sorry about McChord. I thought I read that as we drove by the entrance of the local AFB gate but I did not write it down. In any case, a transport base judging by the number of KC-135 taking off and and landing throughout the day. There are so many airports around Wichita that on the way out the bus took us to the wrong one ... We eventually flew out of Jabara - this one I am sure of because I wrote it in my logbook!

Gregory

Wow speak of the devil!!!!!!! Hot on the heels of this discussion on private ownership and non profit comes this story on the very museum that was discussed!

John


From today's ANN:



Sun, 27 Feb '05

Top News

Former Evergreen Aviation Museum Director Sues
Sun, 27 Feb '05

William Schaub Files Lawsuit Against Museum And Its Founder For Wrongful Termination
William Schaub, former director of the Evergreen Aviation Museum in McMinville (OR) has filed a lawsuit against the Museum and its founder, Del Smith, claiming that he was wrongfully terminated in November of 2002. The suit claims $1.7 million in damages, according to the Seattle Times.



Schaub was allegedly fired after disagreements with its founder and chief patron over financial issues and the museum's status as a non-profit entity. The issue became public when The Oregonian obtained a copy of a letter Schaub sent to his former boss.

The lawsuit alleges that $600,000 were "withdrawn" by Evergreen International Aviation to pay for expenses that Schaub contents were not the responsibility of the museum. The suit also claims Schaub sent an internal memo in September of 2001 in which he stated that "earnings of the museum were being used for the benefit of Evergreen International Aviation, and Smith personally."



Del Smith is also the founder of Evergreen International Aviation, one of the largest air freight carriers in the United States. Smith founded the museum in 2000, and in 2004 was the Oregon Republican Party's largest donor. The museum is known worldwide as the home of Howard Hughes' Spruce Goose.

FMI: www.evergreenaviation.com, www.sprucegoose.org

I've known this has been coming and it could get very ugly. Ask yourself, what did EVG trade the ME-109 to the AFM for? Where are the C-130s? Fying with EVG or sold. If flying with EVG was the museum compensated?If sold where's the $$$? What did the museum get out of it? Also where's the T-28B? Pulled from the museum repainted in EVG green /white and now the chase plane for the 747 super tanker project. Who could they do that?? Answer EVG owns it not the museum (there's no contract for display) the EVG warbirds are just sitting in the building.
The stories I could tell!!!!!!!!!!!!

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Don't touch my junk!!