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

For the Three Months Ended July 2, 2015



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net revenues	$	—		$	1,564.5		$	67.3		$	187.1		$	(120.2	)	$	1,698.7
Operating costs and expenses
Cost of sales	—			1,302.1			65.7			160.3			(120.2		)	1,407.9
Selling, general and administrative	1.9			48.2			—			3.7			—			53.8
Research and development	—			6.7			—			—			—			6.7
Total operating costs and expenses	1.9			1,357.0			65.7			164.0			(120.2		)	1,468.4
Operating (loss) income	(1.9		)	207.5			1.6			23.1			—			230.3
Interest expense and financing fee amortization	—			(11.9		)	—			(2.0		)	1.8			(12.1		)
Other income, net	—			3.2			(0.1		)	6.8			(1.8		)	8.1
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries	(1.9		)	198.8			1.5			27.9			—			226.3
Income tax benefit (provision)	0.8			(69.5		)	(0.5		)	(2.5		)	—			(71.7		)
(Loss) income before equity in net income of affiliate and subsidiaries	(1.1		)	129.3			1.0			25.4			—			154.6
Equity in net income of affiliate	0.3			—			—			0.3			(0.3		)	0.3
Equity in net income of subsidiaries	155.7			26.5			—			—			(182.2		)	—
Net income	154.9			155.8			1.0			25.7			(182.5		)	154.9
Other comprehensive income (loss)	14.4			(1.9		)	—			16.3			(14.4		)	14.4
Comprehensive income	$	169.3		$	153.9		$	1.0		$	42.0		$	(196.9	)	$	169.3

Condensed Consolidating Statements of Operations

For the Three Months Ended July 3, 2014



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net revenues	$	—		$	1,660.5		$	100.0		$	209.7		$	(166.9	)	$	1,803.3
Operating costs and expenses
Cost of sales	—			1,421.0			97.2			174.6			(166.9		)	1,525.9
Selling, general and administrative	(0.4		)	49.6			0.8			4.4			—			54.4
Research and development	—			6.8			—			—			—			6.8
Total operating costs and expenses	(0.4		)	1,477.4			98.0			179.0			(166.9		)	1,587.1
Operating income	0.4			183.1			2.0			30.7			—			216.2
Interest expense and financing fee amortization	—			(20.6		)	—			(2.7		)	2.5			(20.8		)
Other income, net	—			3.4			—			5.0			(2.5		)	5.9
Income before income taxes and equity in net income of affiliate and subsidiaries	0.4			165.9			2.0			33.0			—			201.3
Income tax benefit (provision)	0.3			(51.2		)	(0.8		)	(6.4		)	—			(58.1		)
Income before equity in net income of affiliate and subsidiaries	0.7			114.7			1.2			26.6			—			143.2
Equity in net income of affiliate	0.2			—			—			0.2			(0.2		)	0.2
Equity in net income of subsidiaries	142.5			27.8			—			—			(170.3		)	—
Net income	143.4			142.5			1.2			26.8			(170.5		)	143.4
Other comprehensive income	10.0			—			—			10.0			(10.0		)	10.0
Comprehensive income	$	153.4		$	142.5		$	1.2		$	36.8		$	(180.5	)	$	153.4

Condensed Consolidating Statements of Operations

For the Six Months Ended July 2, 2015



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net revenues	$	—		$	3,183.5		$	125.4		$	373.3		$	(241.3	)	$	3,440.9
Operating costs and expenses
Cost of sales	—			2,654.1			120.5			322.9			(241.3		)	2,856.2
Selling, general and administrative	4.5			93.4			1.3			6.2			—			105.4
Research and development	—			13.0			—			0.7			—			13.7
Total operating costs and expenses	4.5			2,760.5			121.8			329.8			(241.3		)	2,975.3
Operating (loss) income	(4.5		)	423.0			3.6			43.5			—			465.6
Interest expense and financing fee amortization	—			(29.7		)	—			(4.0		)	3.7			(30.0		)
Other income, net	—			4.6			—			0.8			(3.7		)	1.7
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries	(4.5		)	397.9			3.6			40.3			—			437.3
Income tax benefit (provision)	1.1			(96.6		)	(1.3		)	(4.3		)	—			(101.1		)
(Loss) income before equity in net income of affiliate and subsidiaries	(3.4		)	301.3			2.3			36.0			—			336.2
Equity in net income of affiliate	0.6			—			—			0.6			(0.6		)	0.6
Equity in net income of subsidiaries	339.6			38.4			—			—			(378.0		)	—
Net income	336.8			339.7			2.3			36.6			(378.6		)	336.8
Other comprehensive income (loss)	0.4			(0.8		)	—			1.2			(0.4		)	0.4
Comprehensive income	$	337.2		$	338.9		$	2.3		$	37.8		$	(379.0	)	$	337.2

Condensed Consolidating Statements of Operations

For the Six Months Ended July 3, 2014



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net revenues	$	—		$	3,274.1		$	187.0		$	415.5		$	(344.8	)	$	3,531.8
Operating costs and expenses
Cost of sales	—			2,798.8			182.1			357.1			(344.8		)	2,993.2
Selling, general and administrative	1.1			103.5			1.4			8.9			—			114.9
Research and development	—			12.5			—			0.6			—			13.1
Total operating costs and expenses	1.1			2,914.8			183.5			366.6			(344.8		)	3,121.2
Operating (loss) income	(1.1		)	359.3			3.5			48.9			—			410.6
Interest expense and financing fee amortization	—			(55.8		)	—			(5.5		)	5.1			(56.2		)
Other income, net	—			6.9			—			5.4			(5.1		)	7.2
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries	(1.1		)	310.4			3.5			48.8			—			361.6
Income tax benefit (provision)	0.2			(67.8		)	(1.3		)	3.9			—			(65.0		)
(Loss) income before equity in net income of affiliate and subsidiaries	(0.9		)	242.6			2.2			52.7			—			296.6
Equity in net income of affiliate	0.4			—			—			0.4			(0.4		)	0.4
Equity in net income of subsidiaries	297.5			54.8			—			—			(352.3		)	—
Net income	297.0			297.4			2.2			53.1			(352.7		)	297.0
Other comprehensive income	10.2			—			—			10.2			(10.2		)	10.2
Comprehensive income	$	307.2		$	297.4		$	2.2		$	63.3		$	(362.9	)	$	307.2

Condensed Consolidating Balance Sheet

July 2, 2015



	Holdings		Spirit		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Current assets
Cash and cash equivalents	$	—	$	928.9	$	—	$	29.8	$	—		$	958.7
Accounts receivable, net	—		708.9		25.1		199.2		(370.0		)	563.2
Inventory, net	—		1,196.4		184.8		376.6		—			1,757.8
Deferred tax asset - current	—		33.7		—		—		—			33.7
Other current assets	—		91.5		—		3.4		—			94.9
Total current assets	—		2,959.4		209.9		609.0		(370.0		)	3,408.3
Property, plant and equipment, net	—		1,302.6		340.9		183.6		—			1,827.1
Pension assets, net	—		200.9		—		16.0		—			216.9
Investment in subsidiary	909.5		281.4		—		—		(1,190.9		)	—
Equity in net assets of subsidiaries	1,051.5		250.5		—		—		(1,302.0		)	—
Other assets	—		338.2		80.0		25.7		(319.1		)	124.8
Total assets	$	1,961.0	$	5,333.0	$	630.8	$	834.3	$	(3,182.0	)	$	5,577.1
Current liabilities
Accounts payable	$	—	$	614.2	$	248.5	$	184.3	$	(370.0	)	$	677.0
Accrued expenses	—		230.1		1.3		25.4		—			256.8
Profit sharing	—		40.2		—		1.5		—			41.7
Current portion of long-term debt	—		37.3		—		3.2		—			40.5
Advance payments, short-term	—		155.0		—		—		—			155.0
Deferred revenue, short-term	—		114.2		—		1.4		—			115.6
Deferred grant income liability - current	—		—		9.7		1.2		—			10.9
Other current liabilities	—		45.3		—		3.0		—			48.3
Total current liabilities	—		1,236.3		259.5		220.0		(370.0		)	1,345.8
Long-term debt	—		1,101.4		—		250.2		(239.0		)	1,112.6
Advance payments, long-term	—		600.8		—		—		—			600.8
Pension/OPEB obligation	—		75.3		—		—		—			75.3
Deferred grant income liability - non-current	—		—		61.6		28.9		—			90.5
Deferred revenue and other deferred credits	—		114.2		—		5.6		—			119.8
Other liabilities	—		324.1		—		27.2		(80.0		)	271.3
Total equity	1,961.0		1,880.9		309.7		302.4		(2,493.0		)	1,961.0
Total liabilities and shareholders’ equity	$	1,961.0	$	5,333.0	$	630.8	$	834.3	$	(3,182.0	)	$	5,577.1

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, net	—		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	$	—	$	573.4	$	235.5	$	172.5	$	(370.2	)	$	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	—		1,167.3		245.3		216.4		(370.2		)	1,258.8
Long-term debt	—		1,130.4		—		265.6		(251.9		)	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 Six Months Ended July 2, 2015



	Holdings		Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments		Total
Operating activities
Net cash provided by operating activities	$	—	$	682.0		$	17.2		$	29.8		$	—	$	729.0
Investing activities
Purchase of property, plant and equipment	—		(90.2		)	(17.2		)	(8.0		)	—		(115.4		)
Net cash used in investing activities	—		(90.2		)	(17.2		)	(8.0		)	—		(115.4		)
Financing activities
Proceeds from issuance of debt	—		535.0			—			—			—		535.0
Principal payments of debt	—		(15.7		)	—			(1.7		)	—		(17.4		)
Payments on term loan	—		(534.9		)	—			—			—		(534.9		)
Increase (decrease) in intercompany debt	—		13.0			—			(13.0		)	—		—
Excess tax benefits from share-based payment arrangements	—		10.0			—			0.1			—		10.1
Taxes paid related to net shares settlement awards	—		(20.2		)	—			—			—		(20.2		)
Debt issuance and financing costs	—		(4.7		)	—			—			—		(4.7		)
Net cash used in financing activities	—		(17.5		)	—			(14.6		)	—		(32.1		)
Effect of exchange rate changes on cash and cash equivalents	—		—			—			(0.7		)	—		(0.7		)
Net increase in cash and cash equivalents for the period	—		574.3			—			6.5			—		580.8
Cash and cash equivalents, beginning of period	—		354.6			—			23.3			—		377.9
Cash and cash equivalents, end of period	$	—	$	928.9		$	—		$	29.8		$	—	$	958.7

Condensed Consolidating Statements of Cash Flows

For the Six Months Ended July 3, 2014



	Holdings			Spirit			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments		Total
Operating activities
Net cash provided by (used in) operating activities	$	—		$	215.3		$	18.1		$	(23.9	)	$	—	$	209.5
Investing activities
Purchase of property, plant and equipment	—			(68.1		)	(18.1		)	(3.4		)	—		(89.6		)
Proceeds from the sale of assets	—			0.4			—			—			—		0.4
Other	—			2.3			—			(2.3		)	—		—
Net cash used in investing activities	—			(65.4		)	(18.1		)	(5.7		)	—		(89.2		)
Financing activities
Proceeds from issuance of bonds	—			300.0			—			—			—		300.0
Principal payments of debt	—			(10.0		)	—			(1.9		)	—		(11.9		)
(Decrease) increase in intercompany debt	—			(0.5		)	—			0.5			—		—
Payments on bonds	—			(300.0		)	—			—			—		(300.0		)
Debt issuance and financing costs	—			(20.8		)	—			—			—		(20.8		)
Excess tax benefits from share-based payment arrangements	—			2.3			—			—			—		2.3
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	—			(158.2		)	—			(1.4		)	—		(159.6		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			0.2			—		0.2
Net decrease in cash and cash equivalents for the period	—			(8.3		)	—			(30.8		)	—		(39.1		)
Cash and cash equivalents, beginning of period	—			359.2			—			61.5			—		420.7
Cash and cash equivalents, end of period	$	—		$	350.9		$	—		$	30.7		$	—	$	381.6