Condensed Consolidating Financial Information

The 2022 Notes and 2026 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and no subsidiaries are guarantors to any of Spirit’s senior notes.

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;


(iii)	The Company’s subsidiaries (“Non-Guarantor Subsidiaries”) on a combined basis;


(iv)	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Holdings and the Non-Guarantor Subsidiaries, (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

For the Three Months Ended June 29, 2017



	Holdings			Spirit			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net revenues	$	—		$	1,608.0		$	380.5		$	(162.4	)	$	1,826.1
Operating costs and expenses
Cost of sales	—			1,678.9			330.5			(162.4		)	1,847.0
Selling, general and administrative	3.3			39.2			3.6			—			46.1
Impact of severe weather event	—			9.1			—			—			9.1
Research and development	—			6.5			0.2			—			6.7
Total operating costs and expenses	3.3			1,733.7			334.3			(162.4		)	1,908.9
Operating (loss) income	(3.3		)	(125.7		)	46.2			—			(82.8		)
Interest expense and financing fee amortization	—			(10.1		)	(1.6		)	1.5			(10.2		)
Other income (expense), net	—			2.2			0.5			(1.5		)	1.2
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries	(3.3		)	(133.6		)	45.1			—			(91.8		)
Income tax benefit (provision)	1.4			43.2			(9.6		)	—			35.0
(Loss) income before equity in net income of affiliate and subsidiaries	(1.9		)	(90.4		)	35.5			—			(56.8		)
Equity in net income of affiliate	—			—			—			—			—
Equity in net income of subsidiaries	(54.9		)	35.5			—			19.4			—
Net income	(56.8		)	(54.9		)	35.5			19.4			(56.8		)
Other comprehensive income (loss)	15.8			15.8			16.2			(32.0		)	15.8
Comprehensive income (loss)	$	(41.0	)	$	(39.1	)	$	51.7		$	(12.6	)	$	(41.0	)

Condensed Consolidating Statements of Operations

For the Three Months Ended June 30, 2016



	Holdings			Spirit			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net revenues	$	—		$	1,651.9		$	364.9		$	(186.9	)	$	1,829.9
Operating costs and expenses
Cost of sales	—			1,533.8			325.1			(186.9		)	1,672.0
Selling, general and administrative	2.4			63.5			4.3			—			70.2
Research and development	—			4.4			—			—			4.4
Total operating costs and expenses	2.4			1,601.7			329.4			(186.9		)	1,746.6
Operating (loss) income	(2.4		)	50.2			35.5			—			83.3
Interest expense and financing fee amortization	—			(23.7		)	(2.1		)	1.9			(23.9		)
Other income (expense), net	—			3.6			(7.9		)	(1.9		)	(6.2		)
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries	(2.4		)	30.1			25.5			—			53.2
Income tax benefit (provision)	0.7			(5.7		)	(3.6		)	—			(8.6		)
(Loss) income before equity in net income of affiliate and subsidiaries	(1.7		)	24.4			21.9			—			44.6
Equity in net income of affiliate	0.2			—			0.2			(0.2		)	0.2
Equity in net income of subsidiaries	46.3			21.9			—			(68.2		)	—
Net income	44.8			46.3			22.1			(68.4		)	44.8
Other comprehensive (loss) income	(26.4		)	(26.4		)	(26.8		)	53.2			(26.4		)
Comprehensive income (loss)	$	18.4		$	19.9		$	(4.7	)	$	(15.2	)	$	18.4

Condensed Consolidating Statements of Operations

For the Six Months Ended June 29, 2017



	Holdings			Spirit			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net revenues	$	—		$	3,128.1		$	713.6		$	(321.5	)	$	3,520.2
Operating costs and expenses
Cost of sales	—			2,951.8			629.5			(321.5		)	3,259.8
Selling, general and administrative	4.9			86.0			7.1			—			98.0
Impact of severe weather event	—			19.9			—			—			19.9
Research and development	—			10.6			1.1			—			11.7
Total operating costs and expenses	4.9			3,068.3			637.7			(321.5		)	3,389.4
Operating (loss) income	(4.9		)	59.8			75.9			—			130.8
Interest expense and financing fee amortization	—			(19.6		)	(3.2		)	3.1			(19.7		)
Other income (expense), net	—			5.8			—			(3.1		)	2.7
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries	(4.9		)	46.0			72.7			—			113.8
Income tax benefit (provision)	1.9			(17.2		)	(13.7		)	—			(29.0		)
(Loss) income before equity in net income of affiliate and subsidiaries	(3.0		)	28.8			59.0			—			84.8
Equity in net income of affiliate	0.1			—			0.1			(0.1		)	0.1
Equity in net income of subsidiaries	87.8			59.0			—			(146.8		)	—
Net income	84.9			87.8			59.1			(146.9		)	84.9
Other comprehensive (loss) income	19.8			19.8			20.7			(40.5		)	19.8
Comprehensive income (loss)	$	104.7		$	107.6		$	79.8		$	(187.4	)	$	104.7

Condensed Consolidating Statements of Operations

For the Six Months Ended June 30, 2016



	Holdings			Spirit			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net revenues	$	—		$	3,162.4		$	675.8		$	(326.7	)	$	3,511.5
Operating costs and expenses
Cost of sales	—			2,748.2			609.5			(326.7		)	3,031.0
Selling, general and administrative	3.9			107.7			8.6			—			120.2
Research and development	—			9.4			1.1			—			10.5
Total operating costs and expenses	3.9			2,865.3			619.2			(326.7		)	3,161.7
Operating (loss) income	(3.9		)	297.1			56.6			—			349.8
Interest expense and financing fee amortization	—			(35.1		)	(4.1		)	3.9			(35.3		)
Other income (expense), net	—			7.5			(12.0		)	(3.9		)	(8.4		)
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries	(3.9		)	269.5			40.5			—			306.1
Income tax benefit (provision)	1.2			(84.3		)	(7.4		)	—			(90.5		)
(Loss) income before equity in net income of affiliate and subsidiaries	(2.7		)	185.2			33.1			—			215.6
Equity in net income of affiliate	0.8			—			0.8			(0.8		)	0.8
Equity in net income of subsidiaries	218.3			33.1			—			(251.4		)	—
Net income	216.4			218.3			33.9			(252.2		)	216.4
Other comprehensive (loss) income	(34.4		)	(34.4		)	(35.6		)	70.0			(34.4		)
Comprehensive income (loss)	$	182.0		$	183.9		$	(1.7	)	$	(182.2	)	$	182.0

Condensed Consolidating Balance Sheet

June 29, 2017



	Holdings		Spirit		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Current assets
Cash and cash equivalents	$	—	$	649.5	$	47.4	$	—		$	696.9
Restricted cash	—		4.4		—		—			4.4
Accounts receivable, net	—		819.8		341.2		(336.7		)	824.3
Inventory, net	—		903.0		422.7		—			1,325.7
Other current assets	—		99.9		6.6		—			106.5
Total current assets	—		2,476.6		817.9		(336.7		)	2,957.8
Property, plant and equipment, net	—		1,468.7		522.7		—			1,991.4
Pension assets, net	—		285.2		14.9		—			300.1
Investment in subsidiary	1,811.8		644.6		—		(2,456.4		)	—
Other assets	—		389.1		122.7		(298.6		)	213.2
Total assets	$	1,811.8	$	5,264.2	$	1,478.2	$	(3,091.7	)	$	5,462.5
Current liabilities
Accounts payable	$	—	$	648.1	$	414.6	$	(336.7	)	$	726.0
Accrued expenses	—		211.3		35.2		—			246.5
Profit sharing	—		39.6		1.7		—			41.3
Current portion of long-term debt	—		25.8		0.8		—			26.6
Advance payments, short-term	—		153.9		—		—			153.9
Deferred revenue and other deferred credits, short-term	—		70.4		1.3		—			71.7
Deferred grant income liability - current	—		—		20.3		—			20.3
Other current liabilities	—		539.4		12.0		—			551.4
Total current liabilities	—		1,688.5		485.9		(336.7		)	1,837.7
Long-term debt	—		1,051.5		207.1		(198.0		)	1,060.6
Advance payments, long-term	—		280.8		—		—			280.8
Pension/OPEB obligation	—		41.6		—		—			41.6
Deferred grant income liability - non-current	—		—		49.8		—			49.8
Deferred revenue and other deferred credits	—		111.6		3.0		—			114.6
Other liabilities	—		358.5		7.7		(100.6		)	265.6
Total equity	1,811.8		1,731.7		724.7		(2,456.4		)	1,811.8
Total liabilities and stockholders’ equity	$	1,811.8	$	5,264.2	$	1,478.2	$	(3,091.7	)	$	5,462.5

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, net	—		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 and other deferred credits, 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 stockholders’ equity	$	1,928.8	$	5,226.6	$	1,376.3	$	(3,126.5	)	$	5,405.2

Condensed Consolidating Statements of Cash Flows

For the Six Months Ended June 29, 2017



	Holdings			Spirit			Non-Guarantor Subsidiaries			Consolidating Adjustments		Total
Operating activities
Net cash provided by operating activities	$	—		$	255.7		$	78.3		$	—	$	334.0
Investing activities
Purchase of property, plant and equipment	—			(76.2		)	(11.9		)	—		(88.1		)
Proceeds from sale of assets	—			0.2			—			—		0.2
Net cash used in investing activities	—			(76.0		)	(11.9		)	—		(87.9		)
Financing activities
Principal payments of debt	—			(0.6		)	(1.2		)	—		(1.8		)
Payment on term loan	—			(6.3		)				—		(6.3		)
Proceeds (payments) from intercompany debt	—			39.0			(39.0		)	—		—
Taxes paid related to net share settlement of awards	—			(13.1		)	—			—		(13.1		)
Debt issuance and financing costs	—			(0.9		)	—			—		(0.9		)
Proceeds from financing under the New Markets Tax Credit Program	—			7.6			—			—		7.6
Proceeds (payments) from subsidiary for purchase of treasury stock	207.6			(207.6		)	—			—		—
Purchase of treasury stock	(207.6		)	—			—			—		(207.6		)
Change in restricted cash	—			(4.4		)	—			—		(4.4		)
Proceeds (payments) from subsidiary for dividends paid	24.0			(24.0		)	—			—		—
Dividends Paid	(24.0		)	—			—			—		(24.0		)
Net cash used in financing activities	—			(210.3		)	(40.2		)	—		(250.5		)
Effect of exchange rate changes on cash and cash equivalents	—			—			3.6			—		3.6
Net (decrease) increase in cash and cash equivalents for the period	—			(30.6		)	29.8			—		(0.8		)
Cash and cash equivalents, beginning of period	—			680.1			17.6			—		697.7
Cash and cash equivalents, end of period	$	—		$	649.5		$	47.4		$	—	$	696.9

Condensed Consolidating Statements of Cash Flows

For the Six Months Ended June 30, 2016



	Holdings			Spirit			Non-Guarantor Subsidiaries			Consolidating Adjustments		Total
Operating activities
Net cash provided by operating activities	$	—		$	246.3		$	62.5		$	—	$	308.8
Investing activities
Purchase of property, plant and equipment	—			(79.2		)	(25.5		)	—		(104.7		)
Net cash used in investing activities	—			(79.2		)	(25.5		)	—		(104.7		)
Financing activities
Proceeds from issuance of bonds	—			299.8			—			—		299.8
Principal payments of debt	—			(8.3		)	(1.5		)	—		(9.8		)
Payments on bonds	—			(213.6		)	—			—		(213.6		)
Excess tax benefits from share-based payment arrangements	—			—			—			—		—
Proceeds (payments) from intercompany debt	—			50.5			(50.5		)	—		—
Debt issuance and financing costs	—			(13.7		)	—			—		(13.7		)
Taxes paid related to net share settlement of awards	—			(14.3		)	—			—		(14.3		)
Proceeds (payments) from subsidiary for purchase of treasury stock	317.6			(317.6		)	—			—		—
Purchase of treasury stock	(317.6		)	—			—			—		(317.6		)
Change in restricted cash	—			(86.4		)	—			—		(86.4		)
Net cash used in financing activities	—			(303.6		)	(52.0		)	—		(355.6		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(5.3		)	—		(5.3		)
Net decrease in cash and cash equivalents for the period	—			(136.5		)	(20.3		)	—		(156.8		)
Cash and cash equivalents, beginning of period	—			894.2			63.1			—		957.3
Cash and cash equivalents, end of period	$	—		$	757.7		$	42.8		$	—	$	800.5