Condensed Consolidating Financial Information

9 Months Ended

Sep. 29, 2011

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Financial Information

21. 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 sale 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, party thereto, 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 (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) Spirit, as the subsidiary issuer of the 2017 Notes and the 2020 Notes;

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

(iii) The Company's subsidiaries, other than the Subsidiary Guarantors, which will not be guarantors of the 2017 Notes and the 2020 Notes (the “Subsidiary Non-Guarantors”), on a combined basis;

(iv) 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

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

The Company, which is a guarantor of the 2017 Notes and the 2020 Notes, is excluded from the tables below as it has no assets or operations independent from its subsidiaries.


Condensed Consolidating Statements of Operations
For the Three Months Ended September 29, 2011

		Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments		Total

Net Revenues		$	-	$	1,014.6	$	9.4	$	130.2	$	(24.5)	$	1,129.7
Operating costs and expenses
Cost of sales			-		859.3		7.3		120.9		(24.5)		963.0
Selling, general and administrative			-		33.0		0.5		4.9		-		38.4
Research and development			-		7.6		-		0.2		-		7.8
	Total operating costs and expenses		-		899.9		7.8		126.0		(24.5)		1,009.2
	Operating income		-		114.7		1.6		4.2		-		120.5
Interest expense and financing fee amortization			-		(18.6)		-		(1.9)		1.5		(19.0)
Interest income			-		1.5		-		-		(1.5)		-
Other income (expense), net			-		1.1		-		(2.7)		-		(1.6)
	Income (loss) before income taxes and
	equity in net loss of affiliates		-		98.7		1.6		(0.4)		-		99.9
Income tax benefit (provision)			-		(28.0)		(0.6)		(3.8)		-		(32.4)
	Income (loss) before equity in net loss of affiliates		-		70.7		1.0		(4.2)		-		67.5
Equity in net income (loss) of affiliates			-		(0.3)		-		0.1		-		(0.2)
	Net income (loss)	$	-	$	70.4	$	1.0	$	(4.1)	$	-	$	67.3



Condensed Consolidating Statements of Operations
For the Three Months Ended September 30, 2010

		Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments		Total

Net Revenues		$	-	$	911.6	$	0.5	$	111.7	$	(21.8)	$	1,002.0
Operating costs and expenses
Cost of sales			-		788.7		0.5		101.2		(21.9)		868.5
Selling, general and administrative			-		32.8		0.8		4.9		-		38.5
Research and development			-		11.9		-		0.7		-		12.6
	Total operating costs and expenses		-		833.4		1.3		106.8		(21.9)		919.6
	Operating income (loss)		-		78.2		(0.8)		4.9		0.1		82.4
Interest expense and financing fee amortization			-		(12.6)		-		(1.0)		0.8		(12.8)
Interest income			-		0.8		-		-		(0.8)		-
Other income, net			-		1.2		-		1.3		-		2.5
	Income (loss) before income taxes and
	equity in net loss of affiliates		-		67.6		(0.8)		5.2		0.1		72.1
Income tax benefit (provision)			-		(22.6)		0.3		(3.1)		-		(25.4)
	Income (loss) before equity in net loss of affiliates		-		45.0		(0.5)		2.1		0.1		46.7
Equity in net loss of affiliates			-		-		-		(0.3)		-		(0.3)
	Net income (loss)	$	-	$	45.0	$	(0.5)	$	1.8	$	0.1	$	46.4


Condensed Consolidating Statements of Operations
For the Nine Months Ended September 29, 2011

		Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments		Total

Net Revenues		$	-	$	3,320.3	$	21.3	$	376.5	$	(73.2)	$	3,644.9
Operating costs and expenses
Cost of sales			-		2,953.6		16.8		348.4		(73.2)		3,245.6
Selling, general and administrative			-		102.2		1.9		14.4		-		118.5
Research and development			-		26.6		-		0.5		-		27.1
	Total operating costs and expenses		-		3,082.4		18.7		363.3		(73.2)		3,391.2
	Operating income		-		237.9		2.6		13.2		-		253.7
Interest expense and financing fee amortization			-		(60.6)		-		(5.0)		4.0		(61.6)
Interest income			-		4.2		-		-		(4.0)		0.2
Other income (expense), net			-		3.2		-		(3.2)		-		-
	Income before income taxes and
	equity in net loss of affiliates		-		184.7		2.6		5.0		-		192.3
Income tax benefit (provision)			-		(55.7)		(1.0)		(2.9)		-		(59.6)
	Income before equity in net loss of affiliates		-		129.0		1.6		2.1		-		132.7
Equity in net loss of affiliates			-		(0.4)		-		(0.3)		-		(0.7)
	Net income	$	-	$	128.6	$	1.6	$	1.8	$	-	$	132.0



Condensed Consolidating Statements of Operations
For the Nine Months Ended September 30, 2010

		Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments		Total

Net Revenues		$	-	$	2,797.8	$	1.0	$	358.9	$	(56.4)	$	3,101.3
Operating costs and expenses
Cost of sales			-		2,420.3		1.0		324.4		(56.5)		2,689.2
Selling, general and administrative			-		100.3		2.7		12.9		-		115.9
Research and development			-		33.4		-		1.7		-		35.1
	Total operating costs and expenses		-		2,554.0		3.7		339.0		(56.5)		2,840.2
	Operating income (loss)		-		243.8		(2.7)		19.9		0.1		261.1
Interest expense and financing fee amortization			-		(40.1)		-		(3.0)		2.5		(40.6)
Interest income			-		2.7		-		-		(2.5)		0.2
Other income (expense), net			-		3.1		-		(3.4)		-		(0.3)
	Income (loss) before income taxes and
	equity in net loss of affiliates		-		209.5		(2.7)		13.5		0.1		220.4
Income tax benefit (provision)			-		(59.8)		1.0		(4.0)		-		(62.8)
	Income (loss) before equity in net loss of affiliates		-		149.7		(1.7)		9.5		0.1		157.6
Equity in net loss of affiliates			-		-		-		(0.6)		-		(0.6)
	Net income (loss)	$	-	$	149.7	$	(1.7)	$	8.9	$	0.1	$	157.0

Condensed Consolidating Balance Sheet
September 29, 2011

	Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments		Total
Current assets
Cash and cash equivalents	$	-	$	89.8	$	-	$	48.5	$	-	$	138.3
Accounts receivable, net		-		367.7		6.6		133.0		(174.1)		333.2
Inventory, net		-		2,320.1		77.6		174.2		-		2,571.9
Deferred tax asset-current		-		63.3		-		1.3		-		64.6
Other current assets		-		31.6		0.3		2.0		-		33.9
Total current assets		-		2,872.5		84.5		359.0		(174.1)		3,141.9
Property, plant and equipment, net		-		1,053.0		323.3		166.1		-		1,542.4
Pension assets		-		186.0		-		5.5		-		191.5
Investment in subsidiary		-		279.9		-		-		(279.9)		-
Deferred tax asset- non-current, net		-		18.4		-		-		-		18.4
Other assets		-		332.4		80.0		31.6		(346.4)		97.6
Total assets	$	-	$	4,742.2	$	487.8	$	562.2	$	(800.4)	$	4,991.8
Current liabilities
Accounts payable	$	-	$	464.8	$	92.7	$	138.3	$	(174.1)	$	521.7
Accrued expenses		-		176.5		0.9		25.4		-		202.8
Profit sharing		-		31.1		-		2.1		-		33.2
Current portion of long-term debt		-		6.8		5.6		2.3		-		14.7
Advance payments, short-term		-		7.8		-		-		-		7.8
Deferred revenue, short-term		-		29.6		-		1.3		-		30.9
Deferred grant income liability - current		-		-		4.7		1.2		-		5.9
Other current liabilities		-		2.8		-		3.7		-		6.5
Total current liabilities		-		719.4		103.9		174.3		(174.1)		823.5
Long-term debt		-		1,160.7		80.0		215.3		(266.4)		1,189.6
Advance payments, long-term		-		658.1		-		-		-		658.1
Pension/OPEB obligation		-		77.6		-		-		-		77.6
Deferred grant income liability - non-current		-		-		90.3		33.5		-		123.8
Deferred revenue and other deferred credits		-		24.5		-		9.3		-		33.8
Other liabilities		-		188.4		-		21.6		(80.0)		130.0
Equity
Preferred stock, par value $0.01, 10,000,000 shares
authorized, no shares issued		-		-		-		-		-		-
Common stock, Class A par value $0.01, 200,000,000
shares authorized, 118,507,150 shares issued		-		1.2		-		-		-		1.2
Common stock, Class B par value $0.01, 150,000,000
shares authorized, 24,371,445 shares issued		-		0.2		-		-		-		0.2
Additional paid-in capital		-		993.3		210.7		69.2		(279.9)		993.3
Accumulated other comprehensive loss		-		(60.4)		-		(12.1)		-		(72.5)
Retained earnings		-		979.2		2.9		50.6		-		1,032.7
Total shareholders' equity		-		1,913.5		213.6		107.7		(279.9)		1,954.9
Noncontrolling interest		-		-		-		0.5		-		0.5
Total equity		-		1,913.5		213.6		108.2		(279.9)		1,955.4
Total liabilities and shareholders’ equity	$	-	$	4,742.2	$	487.8	$	562.2	$	(800.4)	$	4,991.8

Condensed Consolidating Balance Sheet
December 31, 2010

	Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments		Total
Current assets
Cash and cash equivalents	$	-	$	416.1	$	-	$	65.5	$	-	$	481.6
Accounts receivable, net		-		180.6		6.6		96.4		(83.4)		200.2
Inventory, net		-		2,368.0		15.9		124.0		-		2,507.9
Deferred tax asset-current		-		46.7		-		0.9		-		47.6
Other current assets		-		55.0		-		2.4		-		57.4
Total current assets		-		3,066.4		22.5		289.2		(83.4)		3,294.7
Property, plant and equipment, net		-		1,018.0		302.0		150.0		-		1,470.0
Pension assets		-		169.5		-		2.9		-		172.4
Investment in subsidiary		-		279.9		-		-		(279.9)		-
Deferred tax asset- non-current, net		-		55.0		-		-		-		55.0
Other assets		-		285.4		80.0		34.7		(290.2)		109.9
Total assets	$	-	$	4,874.2	$	404.5	$	476.8	$	(653.5)	$	5,102.0
Current liabilities
Accounts payable	$	-	$	394.1	$	14.4	$	118.4	$	(83.4)	$	443.5
Accrued expenses		-		169.9		-		20.8		-		190.7
Profit sharing		-		26.6		-		2.3		-		28.9
Current portion of long-term debt		-		7.2		-		2.3		-		9.5
Advance payments, short-term		-		169.4		-		-		-		169.4
Deferred revenue, short-term		-		295.6		-		7.0		-		302.6
Deferred grant income liability - current		-		-		3.9		1.2		-		5.1
Other current liabilities		-		9.7		-		4.7		-		14.4
Total current liabilities		-		1,072.5		18.3		156.7		(83.4)		1,164.1
Long-term debt		-		1,157.3		80.0		160.2		(210.2)		1,187.3
Advance payments, long-term		-		655.2		-		-		-		655.2
Pension/OPEB obligation		-		72.5		-		-		-		72.5
Deferred grant income liability - non-current		-		-		94.2		34.2		-		128.4
Deferred revenue and other deferred credits		-		26.4		-		2.6		-		29.0
Other liabilities		-		116.8		-		17.8		(80.0)		54.6
Equity
Preferred stock, par value $0.01, 10,000,000 shares
authorized, no shares issued		-		-		-		-		-		-
Common stock, Class A par value $0.01, 200,000,000
shares authorized, 107,201,314 shares issued		-		1.1		-		-		-		1.1
Common stock, Class B par value $0.01, 150,000,000
shares authorized, 34,897,388 shares issued		-		0.3		-		-		-		0.3
Additional paid-in capital		-		983.6		210.7		69.2		(279.9)		983.6
Accumulated other comprehensive loss		-		(62.1)		-		(13.2)		-		(75.3)
Retained earnings		-		850.6		1.3		48.8		-		900.7
Total shareholders' equity		-		1,773.5		212.0		104.8		(279.9)		1,810.4
Noncontrolling interest		-		-		-		0.5		-		0.5
Total equity		-		1,773.5		212.0		105.3		(279.9)		1,810.9
Total liabilities and shareholders’ equity	$	-	$	4,874.2	$	404.5	$	476.8	$	(653.5)	$	5,102.0

Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended September 29, 2011

			Holidngs		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments		Total
Operating activities
		Net cash provided by (used in) operating activities	$	-	$	(162.6)	$	26.9	$	(40.1)	$	-	$	(175.8)
Investing activities
	Purchase of property, plant and equipment			-		(104.9)		(26.9)		(32.4)		-		(164.2)
	Proceeds from sale of assets			-		0.2		-		0.2		-		0.4
		Net cash (used in) investing activities		-		(104.7)		(26.9)		(32.2)		-		(163.8)
Financing activities
	Principal payments of debt			-		(4.0)		-		(1.3)		-		(5.3)
	Collection on (repayment of) intercompany debt			-		(56.2)		-		56.2		-		-
	Excess tax benefits from share-based payment arrangements			-		1.2		-		-		-		1.2
		Net cash provided by (used in) financing activities		-		(59.0)		-		54.9		-		(4.1)
	Effect of exchange rate changes on cash
	and cash equivalents			-		-		-		0.4		-		0.4
		Net (decrease) in cash and cash equivalents for the period		-		(326.3)		-		(17.0)		-		(343.3)
	Cash and cash equivalents, beginning of period			-		416.1		-		65.5		-		481.6
	Cash and cash equivalents, end of period		$	-	$	89.8	$	-	$	48.5	$	-	$	138.3

Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended September 30, 2010

			Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments		Total

Operating activities
		Net cash (used in) operating activities	$	-	$	(213.0)	$	(8.9)	$	(17.1)	$	-	$	(239.0)
Investing activities
	Purchase of property, plant and equipment			-		(60.9)		(112.6)		(9.5)		-		(183.0)
	Proceeds from the sale of assets			-		0.1		-		0.2		-		0.3
	Investment in subsidiary			-		(124.9)		-		-		124.9		-
	Other			-		-		-		(0.8)		-		(0.8)
		Net cash provided by (used in) investing activities		-		(185.7)		(112.6)		(10.1)		124.9		(183.5)
Financing activities
	Proceeds from revolving credit facility			-		125.0		-		-		-		125.0
	Principal payments of debt			-		(7.7)		-		(0.3)		-		(8.0)
	Collection on (repayment of) intercompany debt			-		5.6		-		(5.6)		-		-
	Proceeds from parent company contribution			-		-		121.5		3.4		(124.9)		-
	Debt issuance and financing costs			-		(0.2)		-		-		-		(0.2)
	Excess tax benefits from share-based payment arrangements			-		4.9		-		-		-		4.9
		Net cash provided by (used in) financing activities		-		127.6		121.5		(2.5)		(124.9)		121.7
	Effect of exchange rate changes on cash
	and cash equivalents			-		-		-		(1.9)		-		(1.9)
		Net (decrease) in cash and cash equivalents for the period		-		(271.1)		-		(31.6)		-		(302.7)
	Cash and cash equivalents, beginning of period			-		317.1		-		51.9		-		369.0
	Cash and cash equivalents, end of period		$	-	$	46.0	$	-	$	20.3	$	-	$	66.3