Condensed Consolidating Financial Information

The 2020 Notes and the 2022 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 and parent guarantor to the Credit Agreement, as further detailed in Note 12, "Debt";


(ii)	Spirit, as the subsidiary issuer of the 2020 Notes and the 2022 Notes;


(iii)	The Subsidiary Guarantors, on a combined basis, as guarantors of the 2020 Notes and the 2022 Notes;


(iv)	The Company’s subsidiaries, other than the Subsidiary Guarantors, which are not guarantors of the 2020 Notes and the 2022 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 and Comprehensive Income

For the Twelve Months Ended December 31, 2015



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net Revenues	$	—		$	6,096.1		$	277.1		$	753.5		$	(482.8	)	$	6,643.9
Operating costs and expenses
Cost of sales	—			5,095.4			266.7			653.0			(482.8		)	5,532.3
Selling, general and administrative	7.1			194.9			3.1			15.7			—			220.8
Research and development	—			25.7			—			2.1			—			27.8
Total operating costs and expenses	7.1			5,316.0			269.8			670.8			(482.8		)	5,780.9
Operating (loss) income	(7.1		)	780.1			7.3			82.7			—			863.0
Interest expense and financing fee amortization	—			(52.2		)	—			(7.8		)	7.3			(52.7		)
Other income (expense), net	—			11.3			—			(6.3		)	(7.2		)	(2.2		)
(Loss) income before income taxes and equity in net income of affiliates and subsidiaries	(7.1		)	739.2			7.3			68.6			0.1			808.1
Income tax benefit (provision)	0.1			(8.4		)	(2.7		)	(9.6		)				(20.6		)
(Loss) income before equity in net income of affiliates and subsidiaries	(7.0		)	730.8			4.6			59.0			0.1			787.5
Equity in net income of affiliates	1.2			—			—			1.2			(1.2		)	1.2
Equity in net income of subsidiaries	794.5			63.6			—			—			(858.1		)	—
Net income	788.7			794.4			4.6			60.2			(859.2		)	788.7
Other comprehensive loss	(6.7		)	(6.7		)	—			(21.1		)	27.8			(6.7		)
Comprehensive income	$	782.0		$	787.7		$	4.6		$	39.1		$	(831.4	)	$	782.0

Condensed Consolidating Statements of Operations and Comprehensive Loss

For the Twelve Months Ended December 31, 2014



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net Revenues	$	—		$	6,242.2		$	336.3		$	794.9		$	(574.2	)	$	6,799.2
Operating costs and expenses
Cost of sales	—			5,270.2			324.7			690.3			(574.2		)	5,711.0
Selling, general and administrative	13.2			200.8			2.7			17.1			—			233.8
Research and development	—			27.9			—			1.4			—			29.3
Loss on sale of Gulfstream programs (see Note 26)	—			471.1			—			—			—			471.1
Total operating costs and expenses	13.2			5,970.0			327.4			708.8			(574.2		)	6,445.2
Operating (loss) income	(13.2		)	272.2			8.9			86.1			—			354.0
Interest expense and financing fee amortization	—			(87.4		)	—			(9.8		)	9.1			(88.1		)
Other income (expense), net	—			13.7			—			(8.1		)	(9.1		)	(3.5		)
(Loss) income before income taxes and equity in net income of affiliates and subsidiaries	(13.2		)	198.5			8.9			68.2			—			262.4
Income tax (provision) benefit	(0.8		)	98.0			(3.3		)	2.0						95.9
(Loss) income before equity in net income of affiliates and subsidiaries	(14.0		)	296.5			5.6			70.2			—			358.3
Equity in net income of affiliates	0.5			—			—			0.5			(0.5		)	0.5
Equity in net income of subsidiaries	372.3			75.7			—			—			(448.0		)	—
Net income	358.8			372.2			5.6			70.7			(448.5		)	358.8
Other comprehensive loss	(99.2		)	(73.9		)	—			(25.3		)	99.2			(99.2		)
Comprehensive income	$	259.6		$	298.3		$	5.6		$	45.4		$	(349.3	)	$	259.6

Condensed Consolidating Statements of Operations and Comprehensive Income

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 (loss) income	(3.0		)	(445.6		)	5.0			79.3			—			(364.3		)
Interest expense and financing fee amortization	—			(69.2		)	—			(11.2		)	10.3			(70.1		)
Other income, net	—			13.6			—			0.3			(10.3		)	3.6
(Loss) income before income taxes and equity in net income (loss) of affiliates and subsidiaries	(3.0		)	(501.2		)	5.0			68.4			—			(430.8		)
Income tax provision	(0.1		)	(175.6		)	(1.9		)	(13.5		)	—			(191.1		)
(Loss) income before equity in net income (loss) of affiliates and subsidiaries	(3.1		)	(676.8		)	3.1			54.9			—			(621.9		)
Equity in net income of affiliates	0.5			—			—			0.5			(0.5		)	0.5
Equity in net (loss) income of subsidiaries	(618.8		)	58.2			—			—			560.6			—
Net (loss) income	(621.4		)	(618.6		)	3.1			55.4			560.1			(621.4		)
Other comprehensive income	90.6			5.8			—			84.8			(90.6		)	90.6
Comprehensive (loss) income	$	(530.8	)	$	(612.8	)	$	3.1		$	140.2		$	469.5		$	(530.8	)

Condensed Consolidating Balance Sheet

December 31, 2015



	Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Current assets
Cash and cash equivalents	$	—	$	894.2	$	—	$	63.1	$	—		$	957.3
Accounts receivable, net	—		686.3		27.1		189.4		(365.8		)	537.0
Inventory, net	—		1,229.0		179.4		365.9		0.1			1,774.4
Other current assets	—		24.4		1.9		4.1		—			30.4
Total current assets	—		2,833.9		208.4		622.5		(365.7		)	3,299.1
Property, plant and equipment, net	—		1,393.1		364.2		193.4		—			1,950.7
Pension assets	—		233.3		—		13.6		—			246.9
Investment in subsidiary	623.6		283.7		—		0.1		(907.4		)	—
Equity in net assets of subsidiaries	1,496.4		254.1		—		—		(1,750.5		)	—
Other assets	—		517.7		82.7		21.3		(340.9		)	280.8
Total assets	$	2,120.0	$	5,515.8	$	655.3	$	850.9	$	(3,364.5	)	$	5,777.5
Current liabilities
Accounts payable	$	—	$	538.2	$	276.4	$	169.4	$	(365.8	)	$	618.2
Accrued expenses	—		195.0		0.5		34.7		—			230.2
Profit sharing	—		58.3		—		3.3		—			61.6
Current portion of long-term debt	—		32.9		—		2.7		—			35.6
Advance payments, short-term	—		178.3		—		—		—			178.3
Deferred revenue, short-term	—		281.7		—		3.8		—			285.5
Deferred grant income liability — current	—		—		10.8		1.1		—			11.9
Other current liabilities	—		34.7		—		3.0		—			37.7
Total current liabilities	—		1,319.1		287.7		218.0		(365.8		)	1,459.0
Long-term debt	—		1,088.0		—		270.6		(261.0		)	1,097.6
Advance payments, long-term	—		507.4		—		—		—			507.4
Pension/OPEB obligation	—		67.7		—		—		—			67.7
Deferred grant income liability — non-current	—		—		55.6		26.7		—			82.3
Deferred revenue and other deferred credits	—		165.6		—		4.4		—			170.0
Other liabilities	—		328.2		—		25.3		(80.0		)	273.5
Total equity	2,120.0		2,039.8		312.0		305.9		(2,657.7		)	2,120.0
Total liabilities and shareholders' equity	$	2,120.0	$	5,515.8	$	655.3	$	850.9	$	(3,364.5	)	$	5,777.5

Condensed Consolidating Balance Sheet

December 31, 2014



	Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Current assets
Cash and cash equivalents	$	—	$	354.6	$	—	$	23.3	$	—		$	377.9
Accounts receivable, net	—		730.6		33.3		211.9		(370.2		)	605.6
Inventory, net	—		1,238.1		168.1		346.8		—			1,753.0
Deferred tax asset — current	—		49.8		—		3.4		—			53.2
Other current assets	—		260.3		—		2.1		—			262.4
Total current assets	—		2,633.4		201.4		587.5		(370.2		)	3,052.1
Property, plant and equipment, net	—		1,263.7		337.9		182.0		—			1,783.6
Pension assets	—		187.8		—		15.6		—			203.4
Investment in subsidiary	907.7		281.4		—		—		(1,189.1		)	—
Equity in net assets of subsidiaries	714.3		210.4		—		—		(924.7		)	—
Other assets	—		352.7		80.0		22.9		(332.0		)	123.6
Total assets	$	1,622.0	$	4,929.4	$	619.3	$	808.0	$	(2,816.0	)	$	5,162.7
Current liabilities
Accounts payable	$	—	$	573.3	$	235.5	$	172.5	$	(370.1	)	$	611.2
Accrued expenses	—		302.3		0.8		26.0		—			329.1
Profit sharing	—		105.1		—		6.7		—			111.8
Current portion of long-term debt	—		5.7		—		3.7		—			9.4
Advance payments, short-term	—		118.6		—		—		—			118.6
Deferred revenue, short-term	—		21.7		—		1.7		—			23.4
Deferred grant income liability — current	—		—		9.0		1.2		—			10.2
Other current liabilities	—		40.5		—		4.6		—			45.1
Total current liabilities	—		1,167.2		245.3		216.4		(370.1		)	1,258.8
Long-term debt	—		1,130.5		—		265.6		(252.0		)	1,144.1
Advance payments, long-term	—		680.4		—		—		—			680.4
Pension/OPEB obligation	—		73.0		—		—		—			73.0
Deferred grant income liability — non-current	—		—		66.7		29.4		—			96.1
Deferred revenue and other deferred credits	—		21.2		—		6.3		—			27.5
Other liabilities	—		315.0		—		25.8		(80.0		)	260.8
Total equity	1,622.0		1,542.1		307.3		264.5		(2,113.9		)	1,622.0
Total liabilities and shareholders' equity	$	1,622.0	$	4,929.4	$	619.3	$	808.0	$	(2,816.0	)	$	5,162.7

Condensed Consolidating Statements of Cash Flows

For the Twelve Months Ended December 31, 2015



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments		Total
Operating activities
Net cash provided by (used in) operating activities	$	—		$	1,167.5		$	53.0		$	69.2		$	—	$	1,289.7
Investing activities
Purchase of property, plant and equipment	—			(273.3		)	(53.2		)	(33.6		)			(360.1		)
Proceeds from sale of assets	—			2.7			—			—			—		2.7
Other	—			(0.2		)	0.2			—			—		—
Net cash used in investing activities	—			(270.8		)	(53.0		)	(33.6		)	—		(357.4		)
Financing activities
Proceeds from issuance of bonds	—			535.0			—			—			—		535.0
Principal payments of debt	—			(33.4		)	—			(3.1		)	—		(36.5		)
Collection on (repayment of) intercompany debt	—			(8.9		)	—			8.9			—		—
Payments on term loan	—			(534.9		)	—			—			—		(534.9		)
Debt issuance and financing costs	—			(4.7		)	—			—			—		(4.7		)
Taxes paid related to net share settlement awards	—			(20.7		)	—			—			—		(20.7		)
Excess tax benefits from share-based payment arrangements	—			10.5			—			0.2			—		10.7
Proceeds (payments) from subsidiary for purchase of treasury stock	300.0			(300.0		)	—			—			—		—
Purchase of treasury stock	(300.0		)	—			—			—			—		(300.0		)
Net cash used in financing activities	—			(357.1		)	—			6.0			—		(351.1		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1.8		)	—		(1.8		)
Net decrease in cash and cash equivalents for the period	—			539.6			—			39.8			—		579.4
Cash and cash equivalents, beginning of period	—			354.6			—			23.3			—		377.9
Cash and cash equivalents, end of period	$	—		$	894.2		$	—		$	63.1		$	—	$	957.3

Condensed Consolidating Statements of Cash Flows

For the Twelve Months Ended December 31, 2014



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments		Total
Operating activities
Net cash provided by (used in) operating activities	$	—		$	312.8		$	58.3		$	(9.5	)	$	—	$	361.6
Investing activities
Purchase of property, plant and equipment	—			(147.4		)	(58.3		)	(14.5		)			(220.2		)
Proceeds from sale of assets	—			0.5			—			—			—		0.5
Change in restricted cash	—			(19.9		)	—			—			—		(19.9		)
Other	—			2.3			—			(2.3		)	—		—
Net cash used in investing activities	—			(164.5		)	(58.3		)	(16.8		)	—		(239.6		)
Financing activities
Proceeds from issuance of bonds	—			300.0			—			—			—		300.0
Principal payments of debt	—			(12.9		)	—			(3.9		)	—		(16.8		)
Collection on (repayment of) intercompany debt	—			7.5			—			(7.5		)	—		—
Payments on bonds	—			(300.0		)				—			—		(300.0		)
Debt issuance and financing costs	—			(20.8		)	—			—			—		(20.8		)
Excess tax benefits from share-based payment arrangements	—			2.5			—			0.1			—		2.6
Proceeds (payments) from subsidiary for purchase of treasury stock	129.2			(129.2		)	—			—			—		—
Purchase of treasury stock	(129.2		)	—			—			—			—		(129.2		)
Net cash used in financing activities	—			(152.9		)	—			(11.3		)	—		(164.2		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(0.6		)	—		(0.6		)
Net decrease in cash and cash equivalents for the period	—			(4.6		)	—			(38.2		)	—		(42.8		)
Cash and cash equivalents, beginning of period	—			359.2			—			61.5			—		420.7
Cash and cash equivalents, end of period	$	—		$	354.6		$	—		$	23.3		$	—	$	377.9

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 (used in) provided by 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
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 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