Condensed Consolidating Financial Information

The 2020 Notes, 2022 Notes, and 2026 Notes were 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”). Following the A&R Credit Agreement, the 2022 Notes and 2026 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by the Company and no subsidiaries are guarantors to any of Spirit's senior notes. As of July 1, 2016, Spirit redeemed the 2020 Notes. For comparative purposes, all statements below have been updated to reflect the effects of the A&R Credit Agreement on the guarantor structure.

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 A&R Credit Agreement, as further detailed in Note 12, Debt;


(ii)	Spirit, as the subsidiary issuer of the 2022 Notes and the 2026 Notes, as well as the 2020 Notes which were outstanding through July 1, 2016;


(iii)	The Company’s subsidiaries, (the “Subsidiary Non-Guarantors”), on a combined basis;


(iv)	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Holdings 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.

Condensed Consolidating Statements of Operations and Comprehensive Income

For the Twelve Months Ended December 31, 2016



	Holdings			Spirit			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net Revenues	$	—		$	6,124.6		$	1,284.2		$	(615.9	)	$	6,792.9
Operating costs and expenses
Cost of sales	—			5,255.0			1,164.5			(615.9		)	5,803.6
Selling, general and administrative	8.7			203.6			16.0			—			228.3
Impact of severe weather event	—			12.1			—			—			12.1
Research and development	—			20.8			3.0			—			23.8
Total operating costs and expenses	8.7			5,491.5			1,183.5			(615.9		)	6,067.8
Operating (loss) income	(8.7		)	633.1			100.7			—			725.1
Interest expense and financing fee amortization	—			(57.0		)	(7.8		)	7.5			(57.3		)
Other income (expense), net	—			14.9			(14.7		)	(7.5		)	(7.3		)
(Loss) income before income taxes and equity in net income of affiliates and subsidiaries	(8.7		)	591.0			78.2			—			660.5
Income tax benefit (provision)	2.6			(179.2		)	(15.5		)				(192.1		)
(Loss) income before equity in net income of affiliates and subsidiaries	(6.1		)	411.8			62.7			—			468.4
Equity in net income of affiliates	1.3			—			1.3			(1.3		)	1.3
Equity in net income of subsidiaries	474.5			62.6			—			(537.1		)	—
Net income	469.7			474.4			64.0			(538.4		)	469.7
Other comprehensive loss	(26.4		)	(26.4		)	(61.3		)	87.7			(26.4		)
Comprehensive income	$	443.3		$	448.0		$	2.7		$	(450.7	)	$	443.3

Condensed Consolidating Statements of Operations and Comprehensive Loss

For the Twelve Months Ended December 31, 2015



	Holdings			Spirit			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net Revenues	$	—		$	6,096.1		$	1,030.6		$	(482.8	)	$	6,643.9
Operating costs and expenses
Cost of sales	—			5,095.4			919.7			(482.8		)	5,532.3
Selling, general and administrative	7.1			194.9			18.8			—			220.8
Research and development	—			25.7			2.1			—			27.8
Total operating costs and expenses	7.1			5,316.0			940.6			(482.8		)	5,780.9
Operating (loss) income	(7.1		)	780.1			90.0			—			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			75.9			0.1			808.1
Income tax benefit (provision)	0.1			(8.4		)	(12.3		)				(20.6		)
(Loss) income before equity in net income of affiliates and subsidiaries	(7.0		)	730.8			63.6			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			64.8			(859.2		)	788.7
Other comprehensive loss	(6.7		)	(6.7		)	(21.1		)	27.8			(6.7		)
Comprehensive income	$	782.0		$	787.7		$	43.7		$	(831.4	)	$	782.0

Condensed Consolidating Statements of Operations and Comprehensive Income

For the Twelve Months Ended December 31, 2014



	Holdings			Spirit			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net Revenues	$	—		$	6,242.2		$	1,131.2		$	(574.2	)	$	6,799.2
Operating costs and expenses
Cost of sales	—			5,270.2			1,015.0			(574.2		)	5,711.0
Selling, general and administrative	13.2			200.8			19.8			—			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			1,036.2			(574.2		)	6,445.2
Operating (loss) income	(13.2		)	272.2			95.0			—			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			77.1			—			262.4
Income tax (provision) benefit	(0.8		)	98.0			(1.3		)				95.9
(Loss) income before equity in net income of affiliates and subsidiaries	(14.0		)	296.5			75.8			—			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			76.3			(448.5		)	358.8
Other comprehensive loss	(99.2		)	(73.9		)	(25.3		)	99.2			(99.2		)
Comprehensive income	$	259.6		$	298.3		$	51.0		$	(349.3	)	$	259.6

Condensed Consolidating Balance Sheet

December 31, 2016



	Holdings		Spirit		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Current assets
Cash and cash equivalents	$	—	$	680.1	$	17.6	$	—		$	697.7
Accounts receivable, net	—		785.0		249.4		(373.9		)	660.5
Inventory, net	—		1,058.8		456.5		—			1,515.3
Other current assets	—		29.0		7.9		—			36.9
Total current assets	—		2,552.9		731.4		(373.9		)	2,910.4
Property, plant and equipment, net	—		1,462.3		529.3		—			1,991.6
Pension assets	—		268.1		14.2		—			282.3
Investment in subsidiary	1,928.8		544.4		—		(2,473.2		)	—
Other assets	—		398.9		101.4		(279.4		)	220.9
Total assets	$	1,928.8	$	5,226.6	$	1,376.3	$	(3,126.5	)	$	5,405.2
Current liabilities
Accounts payable	$	—	$	527.0	$	426.6	$	(373.9	)	$	579.7
Accrued expenses	—		192.8		23.4		—			216.2
Profit sharing	—		97.2		4.2		—			101.4
Current portion of long-term debt	—		25.1		1.6		—			26.7
Advance payments, short-term	—		199.3		—		—			199.3
Deferred revenue, short-term	—		310.8		1.3		—			312.1
Deferred grant income liability — current	—		—		14.4		—			14.4
Other current liabilities	—		94.2		0.2		—			94.4
Total current liabilities	—		1,446.4		471.7		(373.9		)	1,544.2
Long-term debt	—		1,052.5		206.9		(199.4		)	1,060.0
Advance payments, long-term	—		342.0		—		—			342.0
Pension/OPEB obligation	—		43.9		—		—			43.9
Deferred grant income liability — non-current	—		—		63.4		—			63.4
Deferred revenue and other deferred credits	—		143.4		3.4		—			146.8
Other liabilities	—		349.5		6.6		(80.0		)	276.1
Total equity	1,928.8		1,848.9		624.3		(2,473.2		)	1,928.8
Total liabilities and shareholders' equity	$	1,928.8	$	5,226.6	$	1,376.3	$	(3,126.5	)	$	5,405.2

Condensed Consolidating Balance Sheet

December 31, 2015



	Holdings		Spirit		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Current assets
Cash and cash equivalents	$	—	$	894.2	$	63.1	$	—		$	957.3
Accounts receivable, net	—		686.3		216.5		(365.8		)	537.0
Inventory, net	—		1,229.0		545.3		0.1			1,774.4
Other current assets	—		24.4		6.0		—			30.4
Total current assets	—		2,833.9		830.9		(365.7		)	3,299.1
Property, plant and equipment, net	—		1,393.1		557.6		—			1,950.7
Pension assets	—		233.3		13.6		—			246.9
Investment in subsidiary	2,120.0		537.8		0.1		(2,657.9		)	—
Other assets	—		504.7		104.0		(340.9		)	267.8
Total assets	$	2,120.0	$	5,502.8	$	1,506.2	$	(3,364.5	)	$	5,764.5
Current liabilities
Accounts payable	$	—	$	538.2	$	445.8	$	(365.8	)	$	618.2
Accrued expenses	—		195.0		35.2		—			230.2
Profit sharing	—		58.3		3.3		—			61.6
Current portion of long-term debt	—		32.2		2.7		—			34.9
Advance payments, short-term	—		178.3		—		—			178.3
Deferred revenue, short-term	—		281.7		3.8		—			285.5
Deferred grant income liability — current	—		—		11.9		—			11.9
Other current liabilities	—		34.7		3.0		—			37.7
Total current liabilities	—		1,318.4		505.7		(365.8		)	1,458.3
Long-term debt	—		1,075.7		270.6		(261.0		)	1,085.3
Advance payments, long-term	—		507.4		—		—			507.4
Pension/OPEB obligation	—		67.7		—		—			67.7
Deferred grant income liability — non-current	—		—		82.3		—			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		617.9		(2,657.7		)	2,120.0
Total liabilities and shareholders' equity	$	2,120.0	$	5,502.8	$	1,506.2	$	(3,364.5	)	$	5,764.5

Condensed Consolidating Statements of Cash Flows

For the Twelve Months Ended December 31, 2016



	Holdings			Spirit			Non-Guarantor Subsidiaries			Consolidating Adjustments		Total
Operating activities
Net cash provided by operating activities	$	—		$	645.9		$	71.0		$	—	$	716.9
Investing activities
Purchase of property, plant and equipment	—			(206.4		)	(47.6		)			(254.0		)
Proceeds from sale of assets	—			0.6			—			—		0.6
Other	—			0.4			(0.4		)	—		—
Net cash used in investing activities	—			(205.4		)	(48.0		)	—		(253.4		)
Financing activities
Proceeds from issuance of bonds	—			299.8			—			—		299.8
Principal payments of debt	—			(33.9		)	(2.5		)	—		(36.4		)
Collection on (repayment of) intercompany debt	—			61.6			(61.6		)	—		—
Payments on term loan	—			(300.0		)	—			—		(300.0		)
Debt issuance and financing costs	—			(17.2		)	—			—		(17.2		)
Taxes paid related to net share settlement awards	—			(15.2		)	—			—		(15.2		)
Excess tax benefits from share-based payment arrangements	—			(0.1		)	—			—		(0.1		)
Proceeds (payments) from subsidiary for purchase of treasury stock	649.6			(649.6		)	—			—		—
Purchase of treasury stock	(649.6		)	—			—			—		(649.6		)
Net cash used in financing activities	—			(654.6		)	(64.1		)	—		(718.7		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(4.4		)	—		(4.4		)
Net decrease in cash and cash equivalents for the period	—			(214.1		)	(45.5		)	—		(259.6		)
Cash and cash equivalents, beginning of period	—			894.2			63.1			—		957.3
Cash and cash equivalents, end of period	$	—		$	680.1		$	17.6		$	—	$	697.7

Condensed Consolidating Statements of Cash Flows

For the Twelve Months Ended December 31, 2015



	Holdings			Spirit			Non-Guarantor Subsidiaries			Consolidating Adjustments		Total
Operating activities
Net cash provided by operating activities	$	—		$	1,167.5		$	122.2		$	—	$	1,289.7
Investing activities
Purchase of property, plant and equipment	—			(273.3		)	(86.8		)			(360.1		)
Proceeds from sale of assets	—			2.7			—			—		2.7
Change in restricted cash	—			—			—			—		—
Other	—			(0.2		)	0.2			—		—
Net cash used in investing activities	—			(270.8		)	(86.6		)	—		(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 (provided by) financing activities	—			(357.1		)	6.0			—		(351.1		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(1.8		)	—		(1.8		)
Net increase 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			Non-Guarantor Subsidiaries			Consolidating Adjustments		Total
Operating activities
Net cash provided by operating activities	$	—		$	312.8		$	48.8		$	—	$	361.6
Investing activities
Purchase of property, plant and equipment	—			(147.4		)	(72.8		)			(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		)	(75.1		)	—		(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