Condensed Consolidating Financial Information

On November 18, 2010, Spirit completed an offering of $300.0 aggregate principal amount of its 2020 Notes. On September 30, 2009, Spirit completed an offering of $300.0 aggregate principal amount of its 2017 Notes. Both the 2017 Notes and the 2020 Notes were sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States only to non-U.S. persons pursuant to Regulation S promulgated under the Securities Act.

In connection with the initial sales of the 2017 Notes and the 2020 Notes, the Company entered into Registration Rights Agreements with the initial purchasers of the 2017 Notes and the 2020 Notes, respectively, pursuant to which the Company, Spirit and the Subsidiary Guarantors (as defined below) agreed to file (x) a registration statement with respect to an offer to exchange original 2017 Notes for a new issue of substantially identical notes registered under the Securities Act (the "2017 Notes Exchange Offer") and (y) a registration statement with respect to an offer to exchange the original 2020 Notes for a new issue of substantially identical notes registered under the Securities Act (the "2020 Notes Exchange Offer"). The 2017 Notes Exchange Offer was consummated on May 26, 2010. The 2020 Notes Exchange Offer was consummated on January 31, 2011. The 2017 Notes and 2020 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by the Company and its 100% owned domestic subsidiaries, other than Spirit (the "Subsidiary Guarantors").

The following condensed consolidating financial information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(d) of Regulation S-X promulgated under the Securities Act, presents the condensed consolidating financial information separately for:


(i)	Holdings, as the parent company;


(ii)	Spirit, as the subsidiary issuer of the 2017 Notes and the 2020 Notes;


(iii)	The Subsidiary Guarantors, on a combined basis, as guarantors of the 2017 Notes and the 2020 Notes;


(iv)	The Company's subsidiaries, other than the Subsidiary Guarantors, which are not guarantors of the 2017 Notes and the 2020 Notes (the "Subsidiary Non-Guarantors"), on a combined basis;


(v)	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Holdings, the Subsidiary Guarantors and the Subsidiary Non-Guarantors, (b) eliminate the investments in the Company's subsidiaries and (c) record consolidating entries; and


(vi)	Holdings and its subsidiaries on a consolidated basis.

Condensed Consolidating Statements of Operations

For the Twelve Months Ended December 31, 2013



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net Revenues	$	—		$	5,393.4		$	205.9		$	738.9		$	(377.2	)	$	5,961.0
Operating costs and expenses
Cost of sales	—			5,602.1			197.8			636.8			(377.2		)	6,059.5
Selling, general and administrative	3.0			174.4			3.0			20.4			—			200.8
Impact from severe weather event	—			30.3			—			—			—			30.3
Research and development	—			32.2			0.1			2.4			—			34.7
Total operating costs and expenses	3.0			5,839.0			200.9			659.6			(377.2		)	6,325.3
Operating income (loss)	(3.0		)	(445.6		)	5.0			79.3			—			(364.3		)
Interest expense and financing fee amortization	—			(69.2		)	—			(11.2		)	10.3			(70.1		)
Interest income	—			10.5			—			0.1			(10.3		)	0.3
Other income (expense), net	—			3.1			—			0.2			—			3.3
Income (loss) before income taxes and equity in net (loss) income of affiliates and subsidiaries	(3.0		)	(501.2		)	5.0			68.4			—			(430.8		)
Income tax benefit (provision)	(0.1		)	(175.6		)	(1.9		)	(13.5		)				(191.1		)
Income (loss) before equity in net income (loss) of affiliates and subsidiaries	(3.1		)	(676.8		)	3.1			54.9			—			(621.9		)
Equity in net income (loss) of affiliates	0.5			—			—			0.5			(0.5		)	0.5
Equity in net income (loss) of subsidiaries	(618.8		)	58.2			—			—			560.6			—
Net income (loss)	(621.4		)	(618.6		)	3.1			55.4			560.1			(621.4		)
Other comprehensive income (loss)	90.6			5.8						84.8			(90.6		)	90.6
Comprehensive income (loss)	$	(530.8	)	$	(612.8	)	$	3.1		$	140.2		$	469.5		$	(530.8	)

Condensed Consolidating Statements of Operations

For the Twelve Months Ended December 31, 2012



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net Revenues	$	—		$	4,910.1		$	151.5		$	594.2		$	(258.1	)	$	5,397.7
Operating costs and expenses
Cost of sales	—			4,842.1			141.4			519.9			(258.1		)	5,245.3
Selling, general and administrative	3.0			145.8			2.8			20.6			—			172.2
Impact from severe weather event	—			(146.2		)	—			—			—			(146.2		)
Research and development	—			32.8			—			1.3			—			34.1
Total operating costs and expenses	3.0			4,874.5			144.2			541.8			(258.1		)	5,305.4
Operating income (loss)	(3.0		)	35.6			7.3			52.4			—			92.3
Interest expense and financing fee amortization	—			(81.9		)	—			(10.3		)	9.3			(82.9		)
Interest income	—			9.4			—			0.1			(9.3		)	0.2
Other income (expense), net	—			(0.9		)	(0.1		)	2.8			—			1.8
Income (loss) before income taxes and equity in net income (loss) of affiliates and subsidiaries	(3.0		)	(37.8		)	7.2			45.0			—			11.4
Income tax benefit (provision)	(0.2		)	34.1			(2.7		)	(7.1		)	—			24.1
Income (loss) before equity in net income (loss) of affiliates and subsidiaries	(3.2		)	(3.7		)	4.5			37.9			—			35.5
Equity in net income (loss) of affiliates	(0.7		)	(1.3		)	—			0.6			0.7			(0.7		)
Equity in net income (loss) of subsidiaries	38.7			42.4			—			—			(81.1		)	—
Net income (loss)	34.8			37.4			4.5			38.5			(80.4		)	34.8
Other comprehensive income (loss)	(19.0		)	(32.2		)	—			13.2			19.0			(19.0		)
Comprehensive income (loss)	$	15.8		$	5.2		$	4.5		$	51.7		$	(61.4	)	$	15.8

Condensed Consolidating Statements of Operations

For the Twelve Months Ended December 31, 2011



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net Revenues	$	—		$	4,401.4		$	22.4		$	536.6		$	(96.6	)	$	4,863.8
Operating costs and expenses
Cost of sales	—			3,898.2			18.3			492.2			(96.6		)	4,312.1
Selling, general and administrative	4.4			134.0			2.6			18.9			—			159.9
Impact from severe weather event	—			—			—			—			—			—
Research and development	—			34.9			—			0.8			—			35.7
Total operating costs and expenses	4.4			4,067.1			20.9			511.9			(96.6		)	4,507.7
Operating income (loss)	(4.4		)	334.3			1.5			24.7			—			356.1
Interest expense and financing fee amortization	—			(76.3		)	—			(7.2		)	6.0			(77.5		)
Interest income	—			6.3			—			—			(6.0		)	0.3
Other income (expense), net	—			4.5			—			(3.1		)	—			1.4
Income (loss) before income taxes and equity in net income (loss) of affiliates and subsidiaries	(4.4		)	268.8			1.5			14.4			—			280.3
Income tax benefit (provision)	1.6			(82.3		)	(0.6		)	(5.6		)	—			(86.9		)
Income (loss) before equity in net income (loss) of affiliates and subsidiaries	(2.8		)	186.5			0.9			8.8			—			193.4
Equity in net income (loss) of affiliates	(1.0		)	(0.7		)	—			(0.3		)	1.0			(1.0		)
Equity in net income (loss) of subsidiaries	196.2			9.8			—			—			(206.0		)	—
Net income (loss)	192.4			195.6			0.9			8.5			(205.0		)	192.4
Other comprehensive income (loss)	(50.9		)	(46.8		)	—			(4.1		)	50.9			(50.9		)
Comprehensive income (loss)	$	141.5		$	148.8		$	0.9		$	4.4		$	(154.1	)	$	141.5

Condensed Consolidating Balance Sheet

December 31, 2013



	Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Current assets
Cash and cash equivalents	$	—	$	359.2	$	—	$	61.5	$	—		$	420.7
Accounts receivable, net	—		643.3		15.3		214.5		(322.3		)	550.8
Inventory, net	—		1,340.2		208.7		293.7		—			1,842.6
Deferred tax asset — current	—		25.2		—		1.7		—			26.9
Other current assets	—		100.7		—		2.5		—			103.2
Total current assets	—		2,468.6		224.0		573.9		(322.3		)	2,944.2
Property, plant and equipment, net	—		1,308.0		305.3		190.0		—			1,803.3
Pension assets	—		231.1		—		21.5		—			252.6
Investment in subsidiary	1,026.3		281.5		—		—		(1,307.8		)	—
Equity in net assets of subsidiaries	454.7		119.4		—		—		(574.1		)	—
Deferred tax asset — non-current, net	—		—		—		—		—			—
Other assets	—		422.4		80.0		24.2		(419.5		)	107.1
Total assets	$	1,481.0	$	4,831.0	$	609.3	$	809.6	$	(2,623.7	)	$	5,107.2
Current liabilities
Accounts payable	$	—	$	666.5	$	224.2	$	185.2	$	(322.2	)	$	753.7
Accrued expenses	—		189.9		0.5		30.2		—			220.6
Profit sharing	—		35.7		—		2.7		—			38.4
Current portion of long-term debt	—		12.9		—		3.9		—			16.8
Advance payments, short-term	—		133.5		—		—		—			133.5
Deferred revenue, short-term	—		15.7		—		4.1		—			19.8
Deferred grant income liability — current	—		—		7.3		1.3		—			8.6
Other current liabilities	—		137.1		—		7.1		—			144.2
Total current liabilities	—		1,191.3		232.0		234.5		(322.2		)	1,335.6
Long-term debt	—		1,131.4		80.0		278.6		(339.5		)	1,150.5
Advance payments, long-term	—		728.9		—		—		—			728.9
Pension/OPEB obligation	—		69.8		—		—		—			69.8
Deferred grant income liability — non-current	—		—		75.6		32.6		—			108.2
Deferred revenue and other deferred credits	—		22.7		—		8.2		—			30.9
Other liabilities	—		245.6		—		36.7		(80.0		)	202.3
Total equity	1,481.0		1,441.3		221.7		219.0		(1,882.0		)	1,481.0
Total liabilities and shareholders' equity	$	1,481.0	$	4,831.0	$	609.3	$	809.6	$	(2,623.7	)	$	5,107.2

Condensed Consolidating Balance Sheet

December 31, 2012



	Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Current assets
Cash and cash equivalents	$	—	$	369.1	$	—	$	71.6		$	—		$	440.7
Accounts receivable, net	—		513.2		13.7		171.7			(277.9		)	420.7
Inventory, net	—		2,006.9		164.3		239.7			(0.1		)	2,410.8
Deferred tax asset — current	—		57.1		—		—			—			57.1
Other current assets	—		22.2		—		3.9			—			26.1
Total current assets	—		2,968.5		178.0		486.9			(278.0		)	3,355.4
Property, plant and equipment, net	—		1,221.1		289.3		188.1			—			1,698.5
Pension assets	—		69.9		—		8.5			—			78.4
Investment in subsidiary	1,013.7		281.4		—		—			(1,295.1		)	—
Equity in net assets of subsidiaries	983.2		58.2		—		—			(1,041.4		)	—
Deferred tax asset — non-current, net	—		192.3		—		(0.3		)	—			192.0
Other assets	—		405.0		80.0		27.5			(421.5		)	91.0
Total assets	$	1,996.9	$	5,196.4	$	547.3	$	710.7		$	(3,036.0	)	$	5,415.3
Current liabilities
Accounts payable	$	—	$	616.3	$	157.2	$	163.4		$	(277.9	)	$	659.0
Accrued expenses	—		188.4		2.6		25.3			—			216.3
Profit sharing	—		25.9		—		2.4			—			28.3
Current portion of long-term debt	—		6.6		—		3.7			—			10.3
Advance payments, short-term	—		70.7		—		—			—			70.7
Deferred revenue, short-term	—		16.6		—		1.8			—			18.4
Deferred grant income liability — current	—		—		5.7		1.2			—			6.9
Other current liabilities	—		52.6		—		4.5			—			57.1
Total current liabilities	—		977.1		165.5		202.3			(277.9		)	1,067.0
Long-term debt	—		1,142.9		80.0		284.5			(341.5		)	1,165.9
Advance payments, long-term	—		833.6		—		—			—			833.6
Pension/OPEB obligation	—		75.6		—		—			—			75.6
Deferred grant income liability — non-current	—		—		83.3		33.3			—			116.6
Deferred revenue and other deferred credits	—		21.1		—		9.7			—			30.8
Other liabilities	—		189.3		—		19.6			(80.0		)	128.9
Total equity	1,996.9		1,956.8		218.5		161.3			(2,336.6		)	1,996.9
Total liabilities and shareholders' equity	$	1,996.9	$	5,196.4	$	547.3	$	710.7		$	(3,036.0	)	$	5,415.3

Condensed Consolidating Statements of Cash Flows

For the Twelve Months Ended December 31, 2013



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Operating activities
Net cash provided by (used in) operating activities	$	(621.4	)	$	219.0		$	34.2		$	7.4		$	621.4		$	260.6
Investing activities
Purchase of property, plant and equipment	—			(190.9		)	(34.2		)	(9.1		)	—			(234.2		)
Purchase of property, plant and equipment — severe weather event	—			(38.4		)	—			—			—			(38.4		)
Proceeds from sale of assets	—			0.7			—			—			—			0.7
Equity in net assets of subsidiaries	621.4			3.0			—			0.7			(621.4		)	3.7
Other	—			4.8			—			(4.8		)	—			—
Net cash provided by (used in) investing activities	621.4			(220.8		)	(34.2		)	(13.2		)	(621.4		)	(268.2		)
Financing activities
Proceeds from revolving credit facility	—			—			—			—			—			—
Payments on revolving credit facility	—			—			—			—			—			—
Proceeds from issuance of debt	—			—			—			—			—			—
Principal payments of debt	—			(6.6		)	—			(3.8		)	—			(10.4		)
Collection on (repayment of) intercompany debt	—			2.0			—			(2.0		)	—			—
Debt issuance and financing costs	—			(4.1		)	—			—			—			(4.1		)
Excess tax benefits from share-based payment arrangements	—			0.6			—			—			—			0.6
Net cash provided by (used in) financing activities	—			(8.1		)	—			(5.8		)	—			(13.9		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			1.5			—			1.5
Net (decrease) in cash and cash equivalents for the period	—			(9.9		)	—			(10.1		)	—			(20.0		)
Cash and cash equivalents, beginning of period	—			369.1			—			71.6			—			440.7
Cash and cash equivalents, end of period	$	—		$	359.2		$	—		$	61.5		$	—		$	420.7

Condensed Consolidating Statements of Cash Flows

For the Twelve Months Ended December 31, 2012



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Operating activities
Net cash provided by (used in) operating activities	$	34.8		$	586.6		$	4.6		$	(46.8	)	$	(34.8	)	$	544.4
Investing activities
Purchase of property, plant and equipment	—			(204.7		)	(4.6		)	(26.8		)	—			(236.1		)
Purchase of property, plant and equipment — severe weather event	—			(12.9		)	—			—			—			(12.9		)
Proceeds from sale of assets	—			0.4			—			1.2			—			1.6
Equity in net assets of subsidiaries	(34.8		)	(1.6		)	—			0.2			34.8			(1.4		)
Net cash provided by (used in) investing activities	(34.8		)	(218.8		)	(4.6		)	(25.4		)	34.8			(248.8		)
Financing activities
Proceeds from revolving credit facility	—			170.0			—			—			—			170.0
Payments on revolving credit facility	—			(170.0		)	—			—			—			(170.0		)
Proceeds from issuance of debt	—			547.2			—			0.4			—			547.6
Principal payments of debt	—			(567.4		)	—			(3.6		)	—			(571.0		)
Collection on (repayment of) intercompany debt	—			(74.0		)	—			74.0			—			—
Debt issuance and financing costs	—			(12.4		)	—			—			—			(12.4		)
Excess tax benefits from share-based payment arrangements	—			1.2			—			—			—			1.2
Net cash provided by (used in) financing activities	—			(105.4		)	—			70.8			—			(34.6		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			1.9			—			1.9
Net increase in cash and cash equivalents for the period	—			262.4			—			0.5			—			262.9
Cash and cash equivalents, beginning of period	—			106.7			—			71.1			—			177.8
Cash and cash equivalents, end of period	$	—		$	369.1		$	—		$	71.6		$	—		$	440.7

Condensed Consolidating Statements of Cash Flows

For the Twelve Months Ended December 31, 2011



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Operating activities
Net cash provided by (used in) operating activities	$	193.5		$	(63.2	)	$	25.7		$	(9.8	)	$	(193.5	)	$	(47.3	)
Investing activities
Purchase of property, plant and equipment	—			(184.7		)	(25.7		)	(39.3		)	—			(249.7		)
Proceeds from the sale of assets	—			0.3			—			0.2			—			0.5
Equity in net assets of subsidiaries	(193.5		)	—			—			—			193.5			—
Net cash provided by (used in) investing activities	(193.5		)	(184.4		)	(25.7		)	(39.1		)	193.5			(249.2		)
Financing activities
Proceeds from revolving credit facility	—			30.0			—			—			—			30.0
Payments on revolving credit facility	—			(30.0		)	—			—			—			(30.0		)
Principal payments of debt	—			(5.8		)	—			(2.2		)	—			(8.0		)
Collection on (repayment of) intercompany debt	—			(57.3		)	—			57.3			—			—
Excess tax benefits from share-based payment arrangements	—			1.3			—			—			—			1.3
Net cash provided by (used in) financing activities	—			(61.8		)	—			55.1			—			(6.7		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(0.6		)	—			(0.6		)
Net (decrease) increase in cash and cash equivalents for the period	—			(309.4		)	—			5.6			—			(303.8		)
Cash and cash equivalents, beginning of period	—			416.1			—			65.5			—			481.6
Cash and cash equivalents, end of period	$	—		$	106.7		$	—		$	71.1		$	—		$	177.8