Spirit AeroSystems Holdings, Inc. (Form: 10-Q, Received: 08/05/2011 16:09:05)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33160

Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware		20-2436320
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3801 South Oliver
Wichita, Kansas 67210
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(316) 526-9000

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of August 2, 2011, the registrant had outstanding 118,477,388 shares of class A common stock, $0.01 par value per share, and 24,381,781 shares of class B common stock, $0.01 par value per share.

TABLE OF CONTENTS


		Page
PART I — FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)		1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		51
Item 4.	Controls and Procedures		51

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings		51
Item 1A.	Risk Factors		51
Item 5.	Other information		52
Item 6.	Exhibits		53
Signatures

PART I — FINANCIAL INFORMATION


Item 1.		*Condensed Consolidated Financial Statements (unaudited)*

Spirit AeroSystems Holdings, Inc.

Condensed Consolidated Statements of Operations
(unaudited)


	For the Three						For the Six
	Months Ended						Months Ended
	June 30, 2011			July 1, 2010			June 30, 2011			July 1, 2010
	($ in millions, except per share data)
Net revenues	$	1,465.6		$	1,056.0		$	2,515.2		$	2,099.3
Operating costs and expenses
Cost of sales		1,354.6			919.6			2,282.6			1,820.7
Selling, general and administrative		41.1			38.1			80.1			77.4
Research and development		6.3			12.6			19.3			22.5

Total operating costs and expenses		1,402.0			970.3			2,382.0			1,920.6
Operating income		63.6			85.7			133.2			178.7
Interest expense and financing fee amortization		(21.7	)		(13.8	)		(42.6	)		(27.8	)
Interest income		0.1			0.1			0.2			0.2
Other income (expense), net		0.1			2.7			1.6			(2.8	)

Income before income taxes and equity in net loss of affiliates		42.1			74.7			92.4			148.3
Income tax provision		(11.9	)		(19.6	)		(27.2	)		(37.4	)

Income before equity in net loss of affiliates		30.2			55.1			65.2			110.9
Equity in net loss of affiliates		(0.1	)		—			(0.5	)		(0.3	)

Net income	$	30.1		$	55.1		$	64.7		$	110.6

Earnings per share
Basic	$	0.21		$	0.40		$	0.46		$	0.80
Diluted	$	0.21		$	0.39		$	0.45		$	0.79

See notes to condensed consolidated financial statements (unaudited)

Spirit AeroSystems Holdings, Inc.

Condensed Consolidated Balance Sheets
(unaudited)


	June 30,			December 31,
	2011			2010
	($ in millions)
Current assets
Cash and cash equivalents	$	154.1		$	481.6
Accounts receivable, net		347.9			200.2
Inventory, net		2,440.2			2,507.9
Deferred tax asset-current		60.1			47.6
Other current assets		29.9			57.4

Total current assets		3,032.2			3,294.7
Property, plant and equipment, net		1,497.6			1,470.0
Pension assets		185.3			172.4
Deferred tax asset non-current, net		38.3			55.0
Other assets		101.3			109.9

Total assets	$	4,854.7		$	5,102.0

Current liabilities
Accounts payable	$	456.7		$	443.5
Accrued expenses		173.8			190.7
Profit sharing/deferred compensation		27.7			29.6
Current portion of long-term debt		9.6			9.5
Advance payments, short-term		36.2			169.4
Deferred revenue, short-term		41.3			302.6
Deferred grant income liability — current		5.7			5.1
Other current liabilities		9.5			14.4

Total current liabilities		760.5			1,164.8
Long-term debt		1,185.0			1,187.3
Advance payments, long-term		662.5			655.2
Pension/OPEB obligation		75.9			72.5
Deferred grant income liability — non-current		126.3			128.4
Deferred revenue and other deferred credits		34.5			29.0
Other liabilities		118.9			53.9
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, 118,407,515 and 107,201,314 shares issued, respectively		1.2			1.1
Common stock, Class B par value $0.01, 150,000,000 shares authorized, 24,405,838 and 34,897,388 shares issued, respectively		0.2			0.3
Additional paid-in capital		989.8			983.6
Accumulated other comprehensive loss		(66.0	)		(75.3	)
Retained earnings		965.4			900.7

Total shareholders’ equity		1,890.6			1,810.4
Noncontrolling interest		0.5			0.5

Total equity		1,891.1			1,810.9

Total liabilities and equity	$	4,854.7		$	5,102.0

See notes to condensed consolidated financial statements (unaudited)

Spirit AeroSystems Holdings, Inc.

Condensed Consolidated Statements of Cash Flows
(unaudited)


	For the Six			For the Six
	Months Ended			Months Ended
	June 30, 2011			July 1, 2010
	($ in millions)
Operating activities
Net income	$	64.7		$	110.6
Adjustments to reconcile net income to net cash (used in) operating activities
Depreciation expense		64.4			55.2
Amortization expense		2.4			2.1
Amortization of deferred financing fees		4.6			4.3
Employee stock compensation expense		5.2			21.6
Excess tax benefit of share-based payment arrangements		(1.2	)		(3.1	)
(Gain) loss from foreign currency transactions		(1.0	)		6.7
Loss on disposition of assets		—			(0.1	)
Deferred taxes		0.7			7.9
Long-term tax benefit		2.2			(17.5	)
Pension and other post retirement benefits, net		(5.0	)		(5.7	)
Grant income		(2.6	)		(0.6	)
Equity in net loss of affiliates		0.5			0.3
Changes in assets and liabilities
Accounts receivable		(143.6	)		(119.5	)
Inventory, net		75.6			(172.2	)
Accounts payable and accrued liabilities		(12.4	)		40.5
Profit sharing/deferred compensation		(2.0	)		9.7
Advance payments		(125.9	)		(74.4	)
Income taxes receivable/payable		28.8			26.4
Deferred revenue and other deferred credits		(255.0	)		(14.8	)
Other		57.7			5.3

Net cash (used in) operating activities		(241.9	)		(117.3	)

Investing Activities
Purchase of property, plant and equipment		(84.4	)		(130.6	)
Proceeds from sale of assets		0.4			0.1
Other		—			(0.8	)

Net cash (used in) investing activities		(84.0	)		(131.3	)

Financing Activities
Principal payments of debt		(4.1	)		(5.9	)
Excess tax benefit of share-based payment arrangements		1.2			3.1

Net cash (used in) financing activities		(2.9	)		(2.8	)

Effect of exchange rate changes on cash and cash equivalents		1.3			—

Net (decrease) in cash and cash equivalents for the period		(327.5	)		(251.4	)
Cash and cash equivalents, beginning of period		481.6			369.0

Cash and cash equivalents, end of period	$	154.1		$	117.6

Supplemental information
Property acquired through capital leases	$	0.1		$	5.4
Purchases of property, plant and equipment, accrued	$	(4.6	)	$	—

See notes to condensed consolidated financial statements (unaudited)

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

1. Organization and Basis of Interim Presentation

Spirit AeroSystems Holdings, Inc. (“Holdings” or the “Company”) was incorporated in the state of Delaware on February 7, 2005, and commenced operations on June 17, 2005 through the acquisition of The Boeing Company’s (“Boeing”) operations in Wichita, Kansas, Tulsa, Oklahoma and McAlester, Oklahoma (the “Boeing Acquisition”). Holdings provides manufacturing and design expertise in a wide range of products and services for aircraft original equipment manufacturers and operators through its subsidiary, Spirit AeroSystems, Inc. (“Spirit”). Onex Corporation (“Onex”) of Toronto, Canada maintains majority voting power of Holdings. In April 2006, Holdings acquired the aerostructures division of BAE Systems (Operations) Limited (“BAE Aerostructures”), which builds structural components for Airbus, a division of the European Aeronautic Defense and Space NV (“Airbus”) and Boeing. Prior to this acquisition, Holdings sold essentially all of its production to Boeing. Since Spirit’s incorporation, the Company has expanded its customer base to include Sikorsky, Rolls-Royce, Gulfstream, Bombardier, Mitsubishi Aircraft Corporation, Southwest Airlines, and Continental Airlines. The Company has its headquarters in Wichita, Kansas, with manufacturing facilities in Tulsa and McAlester, Oklahoma; Prestwick, Scotland; Wichita, Kansas; Kinston, North Carolina; and Subang, Malaysia. The Company also recently constructed an assembly plant for the A350 XWB aircraft in Saint-Nazaire, France, which is expected to begin operations during the last half of 2011.

The Company is the majority participant in the Kansas Industrial Energy Supply Company (“KIESC”), a tenancy-in-common with other Wichita companies established to purchase natural gas.

The Company participates in two joint ventures, Spirit-Progresstech LLC (“Spirit-Progresstech”) and Taikoo Spirit AeroSystems Composite Co. Ltd. (“TSACCL”), of which Spirit’s ownership interest is 50.0% and 31.5%, respectively. Spirit-Progresstech provides aerospace engineering support services and TSACCL was formed to develop and implement a state-of-the-art composite and metal bond component repair station in the Asia-Pacific region.

The accompanying unaudited interim condensed consolidated financial statements include the Company’s financial statements and the financial statements of its majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the instructions to Form 10-Q and Article 10 of Regulation S-X. Investments in business entities in which the Company does not have control, but has the ability to exercise influence over operating and financial policies, including Spirit-Progresstech and TSACCL, are accounted for under the equity method. KIESC is fully consolidated as the Company owns 77.8% of the entity’s equity. All intercompany balances and transactions have been eliminated in consolidation. The Company’s U.K. subsidiary uses local currency, the British pound, as its functional currency. All other foreign subsidiaries use local currency as their functional currency with the exception of our Malaysian subsidiary, which uses the British pound, and our French subsidiary, which uses the U.S. dollar.

As part of the monthly consolidation process, the functional currencies of our international subsidiaries are translated to U.S. dollars using the end-of-month translation rate for balance sheet accounts and average period currency translation rates for revenue and income accounts.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of operations for the interim periods. The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. Certain reclassifications have been made to the prior year financial statements and notes to conform to the 2011 presentation. In connection with the preparation of the condensed consolidated financial statements, the Company evaluated subsequent events through the date the financial statements were issued. On May 12, 2011, Spirit and Boeing formally amended the B787 Supply Agreement finalizing substantially all of the provisions of the memorandum of agreement (“MOA”) entered into in December 2010 (the “B787 Amendment”). Our financial results for the six months ended June 30, 2011 incorporate the provisions of the B787 Amendment. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2010 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2011 (the “2010 Form 10-K”).

2. New Accounting Pronouncements

As of June 30, 2011, except as noted below, there have been no material changes in our significant accounting policies, as compared to the significant accounting policies described in our 2010 Form 10-K.

In June 2011, the FASB issued Accounting Standards Update 2011-05, Presentation of Comprehensive Income (“FASB ASU 2011-05”), which gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This Update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in this Update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The provisions of FASB ASU 2011-05 are effective for interim periods and fiscal years beginning after December 15, 2011. The adoption of the provisions of FASB ASU 2011-05 is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB issued Accounting Standards Update 2010-17, Revenue Recognition - Milestone Method (Topic 605) (“FASB ASU 2010-17”), which provides guidance on applying the milestone method of revenue recognition in arrangements with research and development activities. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010 and thus was effective for the Company’s fiscal quarter ended March 31, 2011. Adoption of the provisions of FASB ASU 2010-17 did not have a material impact on the Company’s consolidated financial statements.

3. Accounts Receivable

Accounts receivable, net consists of the following:


	June 30,		December 31,
	2011		2010
Trade receivables	$	337.0	$	191.5
Other		10.9		8.7
Less: allowance for doubtful accounts		—		—

Accounts receivable, net	$	347.9	$	200.2

The Company recognized $20.8 and $11.3 as unbilled accounts receivable related to its trade accounts at June 30, 2011 and December 31, 2010, respectively.

4. Inventory

Inventories are summarized as follows:


	June 30,		December 31,
	2011		2010
Raw materials	$	224.9	$	234.0
Work-in-process		1,691.8		1,748.5
Finished goods		39.6		40.9

Product inventory		1,956.3		2,023.4
Capitalized pre-production		483.9		484.5

Total inventory, net	$	2,440.2	$	2,507.9

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Inventories are summarized by platform as follows:


	June 30,		December 31,
	2011		2010
B737	$	266.5	$	261.1
B747		166.4		167.7
B767		27.8		19.6
B777		138.5		115.9
B787 ⁽¹⁾		930.1		1,115.1
Airbus — All platforms		220.2		134.4
Gulfstream ⁽²⁾		518.7		492.0
Rolls-Royce		85.7		73.1
Aftermarket		38.1		36.4
Other in-process inventory related to long-term contracts and other programs ⁽³⁾⁽⁴⁾		48.2		92.6

Total inventory, net	$	2,440.2	$	2,507.9


(1)		Net of settlement adjustments related to the B787 Amendment recorded in the second quarter of 2011.

(2)		Net of $53.3 forward-loss recorded in the second quarter of 2011 for the G280 program.

(3)		Includes non-program specific inventory cost accruals and miscellaneous other work-in-process.

(4)		Net of $28.2 forward-loss recorded in the first quarter of 2011 for the Sikorsky CH-53K program.

Non-recurring production costs include design and engineering costs and test articles.

Non-recurring production costs included in inventory are summarized as follows:


	June 30,		December 31,
	2011		2010
B737	$	14.1	$	7.4
B747 ⁽¹⁾		14.2		24.6
B767		1.7		—
B777		0.8		0.4
B787		6.4		—
Airbus — All platforms		29.2		9.8
Rolls-Royce		60.5		57.3
Sikorsky ⁽²⁾		20.5		27.3
Other		2.7		3.4

Total non-recurring inventory, net	$	150.1	$	130.2


(1)		B747 inventory non-recurring production costs related to the B747-8 program.

(2)		Net of $28.2 forward-loss recorded in the first quarter of 2011 for the Sikorsky CH-53K program.

Capitalized pre-production costs include certain contract costs, including applicable overhead, incurred before a product is manufactured on a recurring basis. These costs are typically recovered over a certain number of ship set deliveries and the Company believes these amounts will be fully recovered.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

The following is a roll forward of the capitalized pre-production, net of forward-loss, included in the inventory balance at June 30, 2011:


Balance, December 31, 2010	$	484.5
Charges to costs and expenses		(44.1	)
Capitalized costs		43.5

Balance, June 30, 2011	$	483.9

Capitalized pre-production costs, net of forward-loss, included in inventory are summarized as follows:


	June 30,		December 31,
	2011		2010
B787	$	214.3	$	221.8
Gulfstream		239.4		262.7
A350		30.2		—

Total capitalized pre-production	$	483.9	$	484.5

Work-in-process inventory includes deferred production costs for the excess of production costs over the estimated average cost per ship set, and credit balances for favorable variances on contracts between actual costs incurred and the estimated average cost per ship set for units delivered under the current production blocks. Recovery of excess over average deferred production costs is dependent on the number of ship sets ultimately sold and the ultimate selling prices and lower production costs associated with future production under these contract blocks. The Company believes these amounts will be fully recovered.

Sales significantly under estimates or costs significantly over estimates could result in the realization of losses on these contracts in future periods.

The following is a roll forward of the deferred production included in the inventory balances at June 30, 2011:


Balance, December 31, 2010	$	760.0
Charges to costs and expenses		(255.8	)
Capitalized costs		116.6
Exchange rate		0.1

Balance, June 30, 2011	$	620.9

Deferred production costs and credit balances included in inventory are summarized as follows:


	June 30,			December 31,
	2011			2010
B787 ⁽¹⁾	$	467.8		$	639.3
Other		169.8			145.1
Credit balances		(16.7	)		(24.4	)

Total deferred production	$	620.9		$	760.0


(1)		Approximately $90.4 of cost capitalized in deferred production is related to deliveries of thirteen B787 ship sets for the six months ended June 30, 2011. The remainder of the balance is associated with settlement adjustments related to the B787 Amendment, including prior ship sets delivered.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

5. Property, Plant and Equipment

Property, plant and equipment, net consists of the following:


	June 30,			December 31,
	2011			2010
Land	$	17.5		$	17.1
Buildings (including improvements)		425.9			419.7
Machinery and equipment		785.4			752.9
Tooling		604.6			542.0
Capitalized software		116.0			103.9
Construction-in-progress		154.4			174.3

Total		2,103.8			2,009.9
Less: accumulated depreciation		(606.2	)		(539.9	)

Property, plant and equipment, net	$	1,497.6		$	1,470.0

Interest costs associated with construction-in-progress are capitalized until the assets are completed and ready for use. Capitalized interest was $1.3 and $2.9 for the three months ended June 30, 2011 and July 1, 2010, respectively, and $3.0 and $5.5 for the six months ended June 30, 2011 and July 1, 2010, respectively. Repair and maintenance costs are expensed as incurred. The Company recognized $26.8 and $24.5 of repair and maintenance expense for the three months ended June 30, 2011 and July 1, 2010, respectively, and $51.0 and $45.1 for the six months ended June 30, 2011 and July 1, 2010, respectively.

We capitalize certain costs, such as software coding, installation and testing, that are incurred to purchase or to create and implement internal use computer software in accordance with FASB authoritative guidance pertaining to capitalization of costs for internal-use software. Depreciation expense related to capitalized software was $4.5 and $4.1 for the three months ended June 30, 2011 and July 1, 2010, respectively, and $9.2 and $7.9 for the six months ended June 30, 2011 and July 1, 2010, respectively.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

6. Other Assets

Other assets are summarized as follows:


	June 30,			December 31,
	2011			2010
Intangible assets
Patents	$	2.0		$	2.0
Favorable leasehold interests		9.7			9.7
Customer relationships		27.8			26.8

Total intangible assets		39.5			38.5
Less: Accumulated amortization-patents		(1.0	)		(0.9	)
Accumulated amortization-favorable leasehold interest		(3.9	)		(3.6	)
Accumulated amortization-customer relationships		(18.2	)		(15.9	)

Intangible assets, net		16.4			18.1

Deferred financing costs		64.3			64.4
Less: Accumulated amortization-deferred financing costs		(34.0	)		(29.4	)

Deferred financing costs, net		30.3			35.0

Fair value of derivative instruments		0.6			1.2
Goodwill — Europe		3.0			2.9
Equity in net assets of affiliates		4.0			4.3
Customer supply agreement ⁽¹⁾		41.5			39.6
Other		5.5			8.8

Total	$	101.3		$	109.9


(1)		Under an agreement with Airbus, certain payments accounted for as consideration given by a vendor to a customer will be amortized as a reduction to net revenues beginning in the second half of 2011.

In 2010, the Company incurred $6.3 of additional deferred financing costs in connection with the issuance and registration of $300.0 of its 6 ³ / 4 % Senior Notes due December 15, 2020 and registration of $300.0 of its 7 ¹ / 2 % Senior Notes due October 1, 2017.

The Company recognized $1.1 and $1.0 of amortization expense of intangibles for the three months ended June 30, 2011 and July 1, 2010, respectively, and $2.1 and $2.0 for the six month periods ended June 30, 2011 and July 1, 2010, respectively.

The following is a roll forward of the carrying amount of goodwill at June 30, 2011:


Balance, December 31, 2010	$	2.9
Exchange rate		0.1

Balance, June 30, 2011	$	3.0

7. Advance Payments and Deferred Revenue/Credits

Advance payments. Advance payments are those payments made to Spirit by third parties in contemplation of the future performance of services, receipt of goods, incurrence of expenditures, or for other assets to be provided by Spirit on a contract and are repayable if such obligation is not satisfied. The amount of advance payments to be recovered against units expected to be delivered within a year is classified as a short-term liability, with the balance of the unliquidated advance payments classified as a long-term liability.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Deferred revenue/credits. Deferred revenue/credits generally consists of nonrefundable amounts received in advance of revenue being earned for specific contractual deliverables. These payments are classified as deferred revenue/credits when received and recognized as revenue as the production units are delivered. In the fourth quarter of 2010, as part of a memorandum of agreement with Boeing related to the B787 contract, a payment was recorded as current deferred revenue/credits. This amendment was finalized and the related revenue recognized in the second quarter of 2011.

Advance payments and deferred revenue/credits are summarized by platform as follows:


	June 30,		December 31,
	2011		2010
B737	$	24.8	$	32.5
B747		0.3		0.7
B787		661.8		1,023.3
Airbus — All platforms		40.2		54.9
Gulfstream		36.9		37.5
Other		10.5		7.3

Total advance payments and deferred revenue/credits	$	774.5	$	1,156.2

8. Government Grants

As part of our site construction projects in Kinston, North Carolina and Subang, Malaysia, we have the benefit of grants related to government funding of a portion of these buildings and other specific capital assets. Deferred grant income is being amortized as a reduction to production cost. This amortization is based on specific terms associated with the different grants. In North Carolina, the deferred grant income related to the capital investment criteria, which represents half of the grant, is being amortized over the lives of the assets purchased to satisfy the capital investment performance criteria. The other half of the deferred grant income is being amortized over a ten-year period in a manner consistent with the job performance criteria. In Malaysia, the deferred grant income is being amortized based on the lives of the eligible assets constructed with the grant funds as there are no performance criteria. As of June 30, 2011, the value recorded within property, plant and equipment related to the use of grant funds in North Carolina and Malaysia was $141.1, prior to amortization, including foreign exchange rate changes. For the six months ended July 1, 2010, $8.9 recorded in property, plant and equipment represented transactions where funds have been paid directly to contractors by an agency of the Malaysian Government in the case of Malaysia, and by the escrow agent in North Carolina, so they are not reflected on our Condensed Consolidated Statements of Cash Flows. There were no such payments for the six months ended June 30, 2011.

Deferred grant income liability, net consists of the following:


	June 30, 2011
Balance December 31, 2010	$	133.5
Grant liability recorded		(1.9	)
Grant income recognized		(0.7	)
Exchange rate		1.1

Balance June 30, 2011	$	132.0

The asset related to the deferred grant income, net consists of the following:


	June 30, 2011
Balance December 31, 2010	$	133.4
Depreciation offset to amortization of grant		(2.6	)
Exchange rate		1.2

Balance June 30, 2011	$	132.0

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

9. Fair Value Measurements

FASB’s authoritative guidance on fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance discloses three levels of inputs that may be used to measure fair value:

	Level 1		Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market.

	Level 2		Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. Observable inputs, such as current and forward interest rates and foreign exchange rates, are used in determining the fair value of our interest rate swaps and foreign currency hedge contracts.

	Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets and liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.


	Fair Value Measurements
	June 30, 2011								At June 30, 2011 using
									Quoted Prices in		Significant
									Active Markets		Other			Significant
	Total Carrying			Assets		Liabilities			for Identical		Observable			Unobservable
	Amount in			Measured at		Measured at Fair			Assets		Inputs			Inputs
Description	Balance Sheet			Fair Value		Value			(Level 1)		(Level 2)			(Level 3)
Money Market Fund	$	112.3		$	112.3	$	—		$	112.3	$	—		$	—

Government and Corporate Debt Securities	$	3.5		$	3.6	$	—		$	3.6	$	—		$	—

Interest Rate Swaps	$	(5.4	)	$	—	$	(5.4	)	$	—	$	(5.4	)	$	—

Foreign Currency Hedge Contracts	$	(0.2	)	$	1.2	$	(1.4	)	$	—	$	(0.2	)	$	—

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)


	Fair Value Measurements
	December 31, 2010								At December 31, 2010 using
									Quoted Prices in		Significant
									Active Markets		Other			Significant
	Total Carrying			Assets		Liabilities			for Identical		Observable			Unobservable
	Amount in			Measured at		Measured at Fair			Assets		Inputs			Inputs
Description	Balance Sheet			Fair Value		Value			(Level 1)		(Level 2)			(Level 3)
Money Market Fund	$	372.1		$	372.1	$	—		$	372.1	$	—		$	—

Government and Corporate Debt Securities	$	3.5		$	3.5	$	—		$	3.5	$	—		$	—

Interest Rate Swaps	$	(9.3	)	$	—	$	(9.3	)	$	—	$	(9.3	)	$	—

Foreign Currency Hedge Contracts	$	(1.6	)	$	2.0	$	(3.6	)	$	—	$	(1.6	)	$	—

The fair value of the interest rate swaps and foreign currency hedge contracts are determined by using mark-to-market reports generated for each derivative and evaluated for counterparty risk. In the case of the interest rate swaps, the Company evaluated its counterparty risk using credit default swaps, historical default rates and credit spreads.

The Company’s long-term debt consists of senior secured term loan, senior unsecured notes, and the Malaysia term loan. The estimated fair value of our debt obligations is based on the quoted market prices for such obligations. The following table presents the carrying amount and estimated fair value of long-term debt in accordance with FASB authoritative guidance on fair value measurements related to disclosures of financial instruments:


	June 30, 2011				December 31, 2010
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Senior secured term loan (including current portion)	$	563.3	$	564.9	$	566.2	$	568.3
Senior unsecured notes due 2017		294.5		316.5		294.2		315.0
Senior unsecured notes due 2020		300.0		308.3		300.0		300.4
Malaysian loan		18.4		17.8		18.2		17.9

Total	$	1,176.2	$	1,207.5	$	1,178.6	$	1,201.6

10. Derivative and Hedging Activities

The Company enters into interest rate swap agreements to reduce its exposure to the variable rate portion of its long-term debt. The Company also enters into foreign currency hedge contracts to reduce the risks associated with the changes in foreign exchange rates on sales and cost of sales denominated in currencies other than the entities’ functional currency. Any gains or losses on the hedges are included in earnings when the underlying transaction that was hedged occurs. The Company does not use these contracts for speculative or trading purposes. On the inception date, the Company designates a derivative contract as either a fair value or cash flow hedge in accordance with FASB guidance on accounting for derivatives and hedges and links the contract to either a specific asset or liability on the balance sheet, or to forecasted commitments or transactions. The Company formally documents the hedging relationship between the hedging instrument and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge’s inception and on a quarterly basis, whether the derivative item is effective in offsetting changes in fair value or cash flows.

Changes in the fair value of derivative instruments considered to be effective hedges are reported in accumulated other comprehensive income, net of tax. In the case of interest rate swaps, amounts are subsequently reclassified into interest expense as a yield adjustment of the hedged interest payments in the same period in which the related interest affects earnings. If the actual interest rate on the fixed rate portion of debt is less than LIBOR, the monies received are recorded as an offset to interest expense. Conversely, if the actual interest rate on the fixed rate portion of debt is greater than LIBOR, then the Company pays the difference, which is recorded to interest expense. Reclassifications of the amounts related to the foreign currency hedge contracts are recorded to earnings in the same period in which the underlying transaction occurs. Any change in the fair value resulting from ineffectiveness is immediately recognized in earnings.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. The Company has applied these valuation techniques as of June 30, 2011 and believes it has obtained the most accurate information available for the types of derivative contracts it holds. The Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions which are expected to be able to fully perform under the terms of the agreement.

The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item; the derivative expires or is sold, terminated or exercised; the derivative is no longer designated as a hedging instrument because it is unlikely that a forecasted transaction will occur; or management determines that the designation of the derivative as a hedging instrument is no longer appropriate. When hedge accounting is discontinued, the Company continues to carry the derivative instrument on the balance sheet at its fair value with subsequent changes in fair value included in earnings, and gains and losses that were accumulated in other comprehensive income are recognized immediately in earnings to the extent the forecasted transaction is not expected to occur, or when the underlying transaction settles.

To the extent that derivative instruments do not qualify for hedge accounting treatment, the changes in fair market value of the instruments are reported in the results of operations for the current period.

The Company enters into master netting arrangements for its derivatives to mitigate the credit risk of financial instruments.

The Company’s hedge agreements do not include provisions requiring collateral. The Company has certain derivative instruments covered by master netting arrangements whereby, in the event of a default as defined by the senior secured credit facility or termination event, the non-defaulting party has the right to offset any amounts payable against any obligation of the defaulting party under the same counterparty agreement.

The entire asset classes of the Company, including hedges, are pledged as collateral for both the term loan and the revolving credit facility under the Company’s senior secured credit facility (see Note 12, Debt).

Interest Rate Swaps

We enter into floating-to-fixed interest rate swap agreements periodically. As of June 30, 2011, the interest rate swap agreements had notional amounts totaling $725.0.


						Effective			Fair Value,
Notional Amount	Expires	Variable Rate	Fixed Rate ⁽¹⁾			Fixed Rate ⁽²⁾			June 30, 2011
$100	July 2011	3 Month LIBOR		4.27	%		7.17	%	$	(1.0	)
$300	July 2011	3 Month LIBOR		3.23	%		6.13	%	$	(2.2	)
$50	March 2013	1 Month LIBOR		0.72	%		3.62	%	$	(0.1	)
$50	June 2013	1 Month LIBOR		0.84	%		3.74	%	$	(0.2	)
$225	July 2014	1 Month LIBOR		1.37	%		4.27	%	$	(1.9	)

						Total			$	(5.4	)


(1)		The fixed rate represents the rate at which interest is paid by the Company pursuant to the terms of its interest rate swap agreements.

(2)		The effective Term B fixed interest rate represents the fixed rate of the derivative instrument plus the 175 basis-point margin on the pro rata share of Term B-1 and 325 basis-point margin on the pro rata share of Term B-2 above the variable LIBOR borrowing rate we pay on the Term B loan.

The purpose of entering into these swaps was to reduce the Company’s exposure to variable interest rates. The interest rate swaps settle on a quarterly basis when interest payments are made. These settlements occur through the maturity date. The interest rate swaps are being accounted for as cash flow hedges in accordance with FASB authoritative guidance.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

The fair value of the interest rate swaps was a liability (unrealized loss) of ($5.4) and ($9.3) at June 30, 2011 and December 31, 2010, respectively.

Foreign Currency Forward Contracts

Spirit’s wholly-owned subsidiary Spirit AeroSystems (Europe) Limited (“Spirit Europe”) has certain sales, expenses, assets and liabilities that are denominated in British pounds sterling. However, certain sales of Spirit Europe’s products and some procurement costs are denominated in U.S. dollars and Euros. As a consequence, movements in exchange rates could cause net sales and our expenses to fluctuate, affecting our profitability and cash flows. In addition, even when revenues and expenses are matched, we must translate British pound sterling denominated results of operations, assets and liabilities for our foreign subsidiaries to U.S. dollars in our consolidated financial statements. Consequently, increases and decreases in the value of the U.S. dollar as compared to the British pound sterling will affect our reported results of operations and the value of our assets and liabilities on our consolidated balance sheet, even if our results of operations or the value of those assets and liabilities has not changed in its original currency. These transactions could significantly affect the comparability of our results between financial periods and/or result in significant changes to the carrying value of our assets, liabilities and shareholders’ equity.

We use foreign currency hedge contracts to reduce our exposure to currency exchange rate fluctuations, which include hedging contracts to hedge U.S. dollar revenue from certain customers. The objective of these contracts is to minimize the impact of currency exchange rate movements on our operating results. The hedges are being accounted for as cash flow hedges in accordance with FASB authoritative guidance. Gains and losses from these cash flow hedges are recorded to other comprehensive income until the underlying transaction for which the hedge was placed occurs and then the value in other comprehensive income is reclassified to earnings. The exception to the aforementioned treatment of realized gains/losses involves certain cash payments to Airbus, payable in British pounds sterling which were hedged, and this amount in Other Comprehensive Income was reclassified into Other Assets when the underlying transaction occurred and will be amortized over the first A350 contract block. The amount of unamortized loss reclassified out of Other Comprehensive Income into Other Assets for the three months ended June 30, 2011 was zero and for the six months ended June 30, 2011 was ($1.1) before tax, or ($0.7) after tax. The fair value of the forward contracts was a net liability of ($0.2) as of June 30, 2011.

Notional Amount


	June 30, 2011						December 31, 2010
				Foreign						Foreign
	USD			Currency			USD			Currency
Year	Buy/(Sell) ⁽¹⁾			Buy/(Sell) ⁽¹⁾			Buy/(Sell) ⁽¹⁾			Buy/(Sell) ⁽¹⁾
2011	$	(11.6	)	£	7.2		$	(44.1	)	£	27.3
2012		(9.0	)		5.5			(8.9	)		5.7
2013		—			(0.1	)		—			(0.1	)

	$	(20.6	)	£	12.6		$	(53.0	)	£	32.9


(1)		Includes foreign currency hedge contracts for 2011 through 2013 novated to Spirit Europe as a result of the acquisition of BAE Aerostructures on April 1, 2006, which had no underlying contractual transactions at the inception date of the contracts and, therefore, are classified as net debt securities which are not subject to hedge accounting. The mark-to-market values of these net debt securities are recorded through the Condensed Consolidated Statement of Operations on a monthly basis in accordance with FASB authoritative guidance on investments — debt and equity securities disclosures.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

The following table summarizes the Company’s fair value of outstanding derivatives at June 30, 2011 and December 31, 2010:


	Fair Values of Derivative Instruments
	Other Asset Derivatives				Other Liability Derivatives
	June 30, 2011		December 31, 2010		June 30, 2011		December 31, 2010
Derivatives designated as hedging instruments
Interest rate swaps
Current	$	—	$	—	$	5.4	$	9.3
Foreign currency hedge contracts
Current		0.3		0.1		0.3		1.3
Non-current		0.1		—		—		0.2

Total derivatives designated as hedging instruments		0.4		0.1		5.7		10.8

Derivatives not designated as hedging instruments
Foreign currency hedge contracts
Current		0.4		0.7		0.5		0.7
Non-current		0.4		1.2		0.6		1.4

Total derivatives not designated as hedging instruments		0.8		1.9		1.1		2.1

Total derivatives	$	1.2	$	2.0	$	6.8	$	12.9

The impact on other comprehensive income (“OCI”) and earnings from cash flow hedges three months ended June 30, 2011 and July 1, 2010 was as follows:


							Location of					Location of (Gain)
							(Gain) or Loss					or Loss Recognized
							Reclassified					in Income on
							from					Derivative
Derivatives in							Accumulated OCI into					(Ineffective Portion and Amount
Cash Flow	Amount of Gain or (Loss) Recognized						Income	Amount of Loss Reclassified from				Excluded from	Amount of Loss Recognized in Income on
Hedging	in OCI, net of tax, on Derivative						(Effective	Accumulated OCI into Income				Effectiveness	Derivative (Ineffective Portion and Amount
Relationships	(Effective Portion)						Portion)	(Effective Portion)				Testing)	Excluded from Effectiveness Testing)
	For the Three Months Ended							For the Three Months Ended					For the Three Months Ended
	June 30, 2011			July 1, 2010				June 30, 2011		July 1, 2010			June 30, 2011		July 1, 2010
Interest rate							Interest					Other (income)/
swaps	$	(1.5	)	$	(0.4	)	expense	$	3.2	$	4.2	expense	$	—	$	—
Foreign currency							Sales/					Other
hedge contracts		0.2			(0.6	)	Revenue		—		0.5	(income)/expense		—		—

Total	$	(1.3	)	$	(1.0	)		$	3.2	$	4.7		$	—	$	—

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

The impact on other comprehensive income (“OCI”) and earnings from cash flow hedges for the six months ended June 30, 2011 and July 1, 2010 was as follows:


							Location of					Location of (Gain)
							(Gain) or Loss					or Loss Recognized
							Reclassified					in Income on
							from					Derivative
Derivatives in							Accumulated OCI into					(Ineffective Portion and Amount
Cash Flow	Amount of Gain or (Loss) Recognized						Income	Amount of Loss Reclassified from				Excluded from	Amount of Loss Recognized in Income on
Hedging	in OCI, net of tax, on Derivative						(Effective	Accumulated OCI into Income				Effectiveness	Derivative (Ineffective Portion and Amount
Relationships	(Effective Portion)						Portion)	(Effective Portion)				Testing)	Excluded from Effectiveness Testing)
	For the Six Months Ended							For the Six Months Ended					For the Six Months Ended
	June 30, 2011			July 1, 2010				June 30, 2011		July 1, 2010			June 30, 2011		July 1, 2010
Interest rate							Interest					Other (income)/
swaps	$	(1.6	)	$	(2.1	)	expense	$	6.4	$	8.5	expense	$	—	$	—
Foreign currency							Sales/					Other
hedge contracts		0.8			(2.5	)	Revenue		0.1		0.8	(income)/expense		—		—

Total	$	(0.8	)	$	(4.6	)		$	6.5	$	9.3		$	—	$	—

The impact on earnings from foreign currency hedge contracts that do not qualify as cash flow hedges was not material for the six months ended June 30, 2011 and July 1, 2010.

Gains and losses accumulated in OCI for interest rate swaps are reclassified into earnings as each interest rate period is reset. During the next twelve months, the Company estimates that a loss of ($1.9) will be reclassified from OCI, net of tax, as a charge to earnings from interest rate swaps. Interest rate swaps are placed for a period of time not to exceed the maturity of the Company’s senior secured term loan. None of the gains or losses reclassified to earnings were attributable to the discontinuance of cash flow hedges.

Gains and losses accumulated in OCI for foreign currency hedge contracts are reclassified into earnings as the underlying transactions for which the contracts were entered into are realized. During the next twelve months, the Company estimates that a loss of ($0.1) will be reclassified from OCI, net of tax. None of the gains or losses reclassified to earnings are attributable to the discontinuance of cash flow hedges.

11. Investments

The amortized cost and approximate fair value of held-to-maturity securities are as follows:


	June 30, 2011				December 31, 2010
	Current		Noncurrent		Current		Noncurrent
Government and Corporate Debt Securities
Amortized cost	$	0.5	$	3.0	$	0.9	$	2.6
Unrealized gains		—		0.1		—		—
Unrealized losses		—		—		—		—

Fair value	$	0.5	$	3.1	$	0.9	$	2.6

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Maturities of held-to-maturity securities at June 30, 2011 are as follows:


	Amortized		Approximate
	Cost		Fair Value
Within One Year	$	0.5	$	0.5
One to Five Years		2.1		2.2
Five to Ten Years		0.1		0.1
After Ten Years		0.8		0.8

Total	$	3.5	$	3.6

At June 30, 2011 and December 31, 2010, the fair value of certain investments in debt and marketable securities are less than their historical cost. Total fair value of these investments at June 30, 2011 and December 31, 2010, was $0.8 and $1.2, respectively, which is approximately 22.3% and 34.0% of the Company’s held-to-maturity investment portfolio. These declines primarily resulted from decreases in market interest rates and failure of certain investments to maintain consistent credit quality ratings or meet projected earnings targets.

Based on evaluation of available evidence, including changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary.

Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the permanent impairment is identified.

12. Debt

Total debt shown on the balance sheet is comprised of the following:


	June 30,		December 31,
	2011		2010
Senior secured term loan (short and long-term)	$	563.3	$	566.2
Senior notes (due 2017 and 2020)		594.5		594.2
Malaysian term loan		18.4		18.2
Present value of capital lease obligations		17.7		17.2
Other		0.7		1.0

Total	$	1,194.6	$	1,196.8

Senior Secured Term Loan

We are a party to a credit agreement that consists of a senior secured term loan and a senior secured revolving line of credit. On October 15, 2010, we entered into Amendment No. 3 to the credit agreement. As a result of the amendment, among other things, the revolving credit commitment was increased from $408.8 to $650.0 and the maturity date of the revolving credit commitment was extended to September 30, 2014. The credit agreement amendment also extended the maturity date for $437.4 (Term B-2) of the outstanding term loan to September 30, 2016. The maturity date for the $130.2 (Term B-1) balance of the outstanding term loan remained at September 30, 2013. Substantially all of Spirit’s assets, including inventory and property, plant and equipment are pledged as collateral for both the term loan and the revolving credit facility. As of June 30, 2011 and December 31, 2010, the outstanding balance of the term loan was $563.3 and $566.2, respectively. Amounts outstanding under the revolving credit facility were zero at June 30, 2011 and December 31, 2010. As of June 30, 2011, there were $20.1 of letters of credit outstanding under the revolving credit agreement.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

As of the issue date, the applicable margin with respect to base rate borrowings under this portion of the revolving credit facility is 2.50% and the applicable margin with respect to LIBOR rate borrowings under this portion of the revolving credit facility is 3.50%. The applicable margin for borrowings under this portion of the revolving credit facility are subject to adjustment based on our Consolidated Total Leverage, and may range from 2.00% to 3.00% with respect to base rate borrowings and from 3.00% to 4.00% with respect to LIBOR rate borrowings. At June 30, 2011, the Company’s total leverage ratio was 2.65:1.0 resulting in applicable margins of 3.5% per annum on LIBOR borrowings on Extending Revolving Loans and margins of 2.5% per annum on alternative base rate borrowings on Extending Revolving Loans.

In addition to paying interest on outstanding principal under the senior secured credit facility, Spirit is required to pay an unused line fee of 75 basis points on the unused portion of the commitments under the revolving credit facility. Spirit is required to pay participation fees equal to the applicable margin for LIBOR rate revolving credit borrowings with respect to letters of credit issued under the revolving credit facility. Spirit is also required to pay to the issuing banks under its senior secured credit facility letter of credit fronting fees in respect of letters of credit equal to 25 basis points per year, and to the administrative agent thereunder customary administrative fees.

The credit agreement contains customary affirmative and negative covenants, including restrictions on indebtedness, liens, type of business, acquisitions, investments, sales or transfers of assets, payments of dividends, transactions with affiliates, change in control and other matters customarily restricted in such agreements. The credit agreement also contains Covenant Leverage Ratio, Interest Coverage Ratio and Total Leverage Ratio financial covenants. The Covenant Leverage Ratio covenant (as defined in the credit agreement) provides that the Covenant Leverage Ratio shall not exceed 2.5:1.0 through the final maturity date of the credit agreement. The Interest Coverage Ratio covenant (as defined in the credit agreement) provides that the Interest Coverage Ratio shall not be less than 4.0:1.0 through the final maturity date of the credit agreement. The Total Leverage Ratio covenant (as defined in the credit agreement) provides that the Total Leverage Ratio shall not exceed 3.5:1.0 through the final maturity date of the credit agreement. The Financial Covenant ratios are calculated as of the last day of each fiscal quarter. Failure to meet these financial covenants would be an event of default under the credit agreement. As of June 30, 2011, we were and expect to remain in full compliance with all covenants contained within our credit agreement.

Senior Notes

On November 18, 2010, we issued $300.0 aggregate of 6 ³ / 4 % Senior Notes due December 15, 2020 (the “2020 Notes”), with interest payable, in cash in arrears, on June 15 and December 15 of each year, beginning June 15, 2011. The 2020 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Spirit’s existing and future domestic subsidiaries that guarantee Spirit’s obligations under Spirit’s senior secured credit facility. The Company used the proceeds to repay borrowings under its existing senior secured revolving credit facility without any reduction of the lenders’ commitment thereunder, for general corporate purposes and to pay fees and expenses incurred in connection with the offering. The carrying value of the 2020 Notes was $300.0 as of June 30, 2011.

On September 30, 2009, we issued $300.0 of 7 ¹ / 2 % Senior Notes due October 1, 2017 (the “2017 Notes”), with interest payable, in cash in arrears, on April 1 and October 1 of each year, beginning April 1, 2010. The 2017 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Spirit’s existing and future domestic subsidiaries that guarantee Spirit’s obligations under Spirit’s senior secured credit facility. The carrying value of the 2017 Notes was $294.5 as of June 30, 2011.

As of June 30, 2011, we were and expect to remain in full compliance with all covenants contained in the indentures governing the 2020 Notes and the 2017 Notes.

Malaysian Term Loan

On June 2, 2008, the Company’s wholly-owned subsidiary, Spirit AeroSystems Malaysia SDN BHD entered into a Facility Agreement (“Facility Agreement”) for a term loan facility for Ringgit Malaysia RM69.2 (approximately USD $20.0 equivalent) (the “Malaysia Facility”), with the Malaysian Export-Import Bank. The facility requires quarterly principal repayments of RM3.3 (USD $1.0) from September 2011 through May 2017 and quarterly interest payments payable at a fixed interest rate of 3.5% per annum. The Malaysia Facility loan balance as of June 30, 2011 was $18.4.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

France Factory

On July 17, 2009, the Company’s indirect wholly-owned subsidiary, Spirit AeroSystems France SARL (“Spirit France”) entered into a capital lease agreement for €9.0 (approximately USD $13.1 equivalent) with a subsidiary of BNP Paribas Bank to be used towards the construction of an aerospace-related component assembly plant in Saint-Nazaire, France (the “Saint-Nazaire Project”). The Saint-Nazaire Project was completed in the fourth quarter of 2010 and is expected to be operational during 2011. Lease payments are variable, subject to the three-month Euribor rate plus 2.2%. Lease payments are due quarterly through April 2025. As of June 30, 2011, the Saint-Nazaire capital lease balance was $13.1.

13. Pension and Other Post-Retirement Benefits


	Defined Benefit Plans
	For the Three						For the Six
	Months Ended						Months Ended
	June 30, 2011			July 1, 2010			June 30, 2011			July 1, 2010
Components of Net Periodic Pension Income
Service cost	$	1.4		$	1.5		$	2.8		$	3.1
Interest cost		11.0			10.4			22.2			20.8
Expected return on plan assets		(17.0	)		(16.0	)		(33.6	)		(31.9	)
Amortization of net (gain)/loss		(0.5	)		—			(0.1	)		(0.1	)

Net periodic pension income	$	(5.1	)	$	(4.1	)	$	(8.7	)	$	(8.1	)


	Other Benefits
	For the Three				For the Six
	Months Ended				Months Ended
	June 30, 2011		July 1, 2010		June 30, 2011		July 1, 2010
Components of Other Benefit Expense
Service cost	$	0.7	$	0.8	$	1.5	$	1.5
Interest cost		0.9		1.0		1.9		1.9
Amortization of net (gain)/loss		—		0.2		0.3		0.4

Net periodic other benefit expense	$	1.6	$	2.0	$	3.7	$	3.8

Employer Contributions

We expect to contribute zero dollars to the U.S. qualified pension plan and less than $0.4 to both the Supplemental Executive Retirement Plan (SERP) and post-retirement medical plans in 2011. Our projected contributions to the U.K. pension plan for 2011 are $8.1, of which $4.0 was contributed by the end of the second quarter of 2011. We anticipate contributing the additional $4.1 to the U.K. pension plan during the remainder of 2011. The entire amount contributed and the projected contributions can vary based on exchange rate fluctuations.

14. Stock Compensation

The Company has established various stock compensation plans which include restricted share grants and stock purchase plans. Compensation values are based on the value of Holdings’ common stock at the grant date. The common stock value is added to equity and charged to period expense or included in inventory and cost of sales.

For the three months ended June 30, 2011, the Company recognized a total of $3.0 of stock compensation expense, net of forfeitures, as compared to $19.3 of stock compensation expense, net of forfeitures, recognized for the three months ended July 1, 2010. The entire $3.0 of stock compensation expense recorded for the three months ended June 30, 2011 was recorded as expense in selling, general and administrative expense. Of the $19.3 of stock compensation expense recorded for the three months ended July 1, 2010, $17.3 was charged directly to cost of sales, $1.8 was recorded as expense in selling, general and administrative expense, and the remaining $0.1 was capitalized in inventory and is recognized through cost of sales consistent with the accounting methods we follow in accordance with FASB authoritative guidance related to revenue recognition for construction-type and production-type contracts.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

For the six months ended July 30, 2011, the Company recognized a total of $5.2 of stock compensation expense, net of forfeitures, as compared to $21.6 of stock compensation expense, net of forfeitures, recognized for the six months ended July 1, 2010. Of the total $5.2 of stock compensation expense recorded for the six months ended July 30, 2011, less than $0.1 was charged directly to cost of sales, $5.1 was recorded as expense in selling, general and administrative expense, and the remaining $0.1 was capitalized in inventory and is recognized through cost of sales in accordance with FASB authoritative guidance. Of the $21.6 of stock compensation expense recorded for the six months ended July 1, 2010, $17.3 was charged directly to cost of sales, $4.0 was recorded as expense in selling, general and administrative expense, and the remaining $0.2 was capitalized in inventory and is recognized through cost of sales in accordance with FASB authoritative guidance.

In May 2011, 524,637 shares of Class A common stock with a value of $12.4 were granted under the Company’s Long-Term Incentive Plan and will vest annually in three equal installments beginning on the two-year anniversary of the grant date. Also in May 2011, 30,247 shares of Class A common stock with a value of $0.7 were granted under the Company’s Director Stock Plan and will vest on the one-year anniversary of the grant date. In the second quarter of 2011, 33,002 shares of Class A common stock with a value of $0.7 granted under the Company’s Director Stock Plan, 307,118 shares of Class A common stock with a value of $5.3 granted under the Company’s Third Amended and Restated Long-Term Incentive Plan, and 9,518 shares of Class A common stock with a value of $0.2 granted under the Company’s Amended and Restated Short-Term Incentive Plan vested.

Due to the occurrence of a secondary stock offering by the Company’s controlling stockholder during the second quarter of 2011, which is considered a liquidity event under the Company’s Amended and Restated Executive Incentive Plan, 396,156 shares of Class B common stock with a value of $1.3 granted under the Company’s Amended and Restated Executive Incentive Plan vested.

15. Income Taxes

The process for calculating our income tax expense involves estimating actual current taxes due plus assessing temporary differences arising from differing treatment for tax and accounting purposes that are recorded as deferred tax assets and liabilities. Deferred tax assets are periodically evaluated to determine their recoverability. The total net deferred tax assets as of June 30, 2011 and December 31, 2010 were $90.7 and $94.5, respectively.

We file income tax returns in all jurisdictions in which we operate. We established reserves to provide for additional income taxes that may be due in future years as these previously filed tax returns are audited. These reserves have been established based on management’s assessment as to the potential exposure attributable to permanent differences and associated interest. All tax reserves are analyzed quarterly and adjustments made as events occur that warrant modification.

In general, the Company records income tax expense each quarter based on its best estimate as to the full year’s effective tax rate. Certain items, however, are given discrete period treatment and the tax effects for such items are therefore reported in the quarter that an event arises. Events or items that give rise to discrete recognition include finalizing amounts in income tax returns filed, finalizing audit examinations for open tax years, and an expiring statute of limitations.

The 29.4% effective tax rate for the six months ended June 30, 2011 differs from the 25.2% effective tax rate for the same period in 2010 primarily due to favorably settling the 2005 and 2006 U.S. Federal examinations last year and lower state income tax credits this year, partially offset by the U.S. Research Tax Credit (“Research Credit”) reinstated on December 17, 2010.

The Internal Revenue Service is currently examining the Company’s 2008 and 2009 U.S. Federal income tax returns and we are participating in the Compliance Assurance Process (“CAP”) program for our 2011 tax year. The CAP program’s objective is to resolve issues in a timely, contemporaneous manner and eliminate the need for a lengthy post-filing examination. While a change could result from the ongoing examinations, the Company expects no material change in its recorded unrecognized tax benefit liability in the next 12 months.

16. Equity

Earnings per Share Calculation

Basic earnings per share represents the income available to common shareholders divided by the weighted average number of common shares outstanding during the measurement period. Diluted earnings per share represents the income available to common shareholders divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Subject to preferences that may apply to shares of preferred stock outstanding at the time, holders of the Company’s outstanding common stock are entitled to any dividend declared by the Board of Directors out of funds legally available for this purpose. No dividend may be declared on the class A or class B common stock unless at the same time an equal dividend is paid on every share of class A and class B common stock. Dividends paid in shares of the Company’s common stock must be paid, with respect to a particular class of common stock, in shares of that class. The Company does not intend to pay cash dividends on its common stock. In addition, the terms of the Company’s current financing agreements preclude it from paying any cash dividends on its common stock.

The following table sets forth the computation of basic and diluted earnings per share:


	For the Three Months Ended
	June 30, 2011						July 1, 2010
					Per						Per
					Share						Share
	Income		Shares		Amount		Income		Shares		Amount
Basic EPS
Income available to common shareholders	$	29.5		139.2	$	0.21	$	54.5		137.5	$	0.40
Income allocated to participating securities		0.6		2.4				0.6		1.6

Net Income	$	30.1					$	55.1


Diluted potential common shares				0.7						1.3
Diluted EPS
Net Income	$	30.1		142.3	$	0.21	$	55.1		140.4	$	0.39


	For the Six Months Ended
	June 30, 2011						July 1, 2010
					Per						Per
					Share						Share
	Income		Shares		Amount		Income		Shares		Amount
Basic EPS
Income available to common shareholders	$	63.5		138.9	$	0.46	$	109.4		137.4	$	0.80
Income allocated to participating securities		1.2		2.5				1.2		1.5

Net Income	$	64.7					$	110.6


Diluted potential common shares				1.0						1.7
Diluted EPS
Net Income	$	64.7		142.4	$	0.45	$	110.6		140.6	$	0.79

The balance of outstanding common shares presented in the consolidated statement of shareholders’ equity was 142.8 million and 141.2 million at June 30, 2011 and July 1, 2010, respectively. Included in the outstanding common shares were 2.7 million and 3.2 million of issued but unvested shares at June 30, 2011 and July 1, 2010, respectively, which are excluded from the basic EPS calculation.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Comprehensive Income

Components of comprehensive income, net of tax, consist of the following:


	For the Three Months Ended June 30, 2011
	Before Tax			Tax (Expense)			Net-of Tax
	Amount			or Benefit			Amount
Net income	$	42.0		$	(11.9	)	$	30.1
Unrealized gain (loss) on investments
Unrealized gain (loss) on interest rate swaps		(2.4	)		0.9			(1.5	)
Less: reclassification adjustment for (gain) loss realized in net income		3.2			(1.2	)		2.0

Net unrealized gain (loss) on interest rate swaps		0.8			(0.3	)		0.5
Unrealized gain (loss) on foreign currency hedge contracts		0.3			(0.1	)		0.2
Less: reclassification adjustment for (gain) loss realized in net income		—			—			—
Less: reclassification adjustment for (gain) loss realized in other assets		—			—			—

Net unrealized gain (loss) on foreign currency hedge contracts		0.3			(0.1	)		0.2
Pension, SERP and Retiree Medical adjustments		0.1			(0.1	)		—
Unrealized gain (loss) on intercompany loan		(0.1	)		—			(0.1	)
Foreign currency translation adjustments		(0.3	)		—			(0.3	)

Total Comprehensive Income	$	42.8		$	(12.4	)	$	30.4


	For the Three Months Ended July 1, 2010
	Before Tax			Tax (Expense)			Net-of Tax
	Amount			or Benefit			Amount
Net income	$	74.7		$	(19.6	)	$	55.1
Unrealized gain (loss) on investments
Unrealized gain (loss) on interest rate swaps		(0.6	)		0.2			(0.4	)
Less: reclassification adjustment for (gain) loss realized in net income		4.3			(1.6	)		2.7

Net unrealized gain (loss) on interest rate swaps		3.7			(1.4	)		2.3
Unrealized gain (loss) on foreign currency hedge contracts		(0.8	)		0.2			(0.6	)
Less: reclassification adjustment for (gain) loss realized in net income		0.5			(0.2	)		0.3

Net unrealized gain (loss) on foreign currency hedge contracts		(0.3	)		—			(0.3	)
Pension, SERP and Retiree Medical adjustments		0.3			(0.1	)		0.2
Unrealized gain (loss) on intercompany loan		(1.7	)		1.0			(0.7	)
Foreign currency translation adjustments		(1.3	)		—			(1.3	)

Total Comprehensive Income	$	75.4		$	(20.1	)	$	55.3

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)


	For the Six Months Ended June 30, 2011
	Before Tax			Tax (Expense)			Net-of Tax
	Amount			or Benefit			Amount
Net income	$	91.9		$	(27.2	)	$	64.7
Unrealized gain (loss) on investments
Unrealized gain (loss) on interest rate swaps		(2.6	)		1.0			(1.6	)
Less: reclassification adjustment for (gain) loss realized in net income		6.4			(2.4	)		4.0

Net unrealized gain (loss) on interest rate swaps		3.8			(1.4	)		2.4
Unrealized gain (loss) on foreign currency hedge contracts		1.1			(0.3	)		0.8
Less: reclassification adjustment for (gain) loss realized in net income		0.1			—			0.1
Less: reclassification adjustment for (gain) loss realized in other assets		1.1			(0.4	)		0.7

Net unrealized gain (loss) on foreign currency hedge contracts		2.3			(0.7	)		1.6
Pension, SERP and Retiree Medical adjustments		0.2			(0.1	)		0.1
Unrealized gain (loss) on intercompany loan		2.1			(0.6	)		1.5
Foreign currency translation adjustments		3.7			—			3.7

Total Comprehensive Income	$	104.0		$	(30.0	)	$	74.0


	For the Six Months Ended July 1, 2010
	Before Tax			Tax (Expense)			Net-of Tax
	Amount			or Benefit			Amount
Net income	$	148.0		$	(37.4	)	$	110.6
Unrealized gain (loss) on investments
Unrealized gain (loss) on interest rate swaps		(3.4	)		1.3			(2.1	)
Less: reclassification adjustment for (gain) loss realized in net income		8.6			(3.3	)		5.3

Net unrealized gain (loss) on interest rate swaps		5.2			(2.0	)		3.2
Unrealized gain (loss) on foreign currency hedge contracts		(3.7	)		1.2			(2.5	)
Less: reclassification adjustment for (gain) loss realized in net income		0.8			(0.2	)		0.6

Net unrealized gain (loss) on foreign currency hedge contracts		(2.9	)		1.0			(1.9	)
Pension, SERP and Retiree Medical adjustments		0.2			(0.1	)		0.1
Unrealized gain (loss) on intercompany loan		(9.3	)		5.4			(3.9	)
Foreign currency translation adjustments		(6.8	)		—			(6.8	)

Total Comprehensive Income	$	134.4		$	(33.1	)	$	101.3

Noncontrolling Interest

Noncontrolling interest at June 30, 2011 remained unchanged from the prior year at $0.5.

17. Related Party Transactions

On March 26, 2007, Hawker Beechcraft, Inc. (“Hawker”), of which Onex Partners II LP (an affiliate of Onex) owns approximately a 49% interest, acquired Raytheon Aircraft Acquisition Company and substantially all of the assets of Raytheon Aircraft Services Limited. The Company’s Prestwick facility provides wing components for the Hawker 800 Series manufactured by Hawker. For the three months ended June 30, 2011 and July 1, 2010, sales to Hawker were $2.3 and $1.2, respectively, and for the six months ended June 30, 2011 and July 1, 2010, sales to Hawker were $4.5 and $2.4, respectively. Receivables due from Hawker were $2.8 as of June 30, 2011.

A member of Holdings’ Board of Directors served as Chairman, President, and Chief Executive Officer of Aviall, Inc., the parent company of one of our customers, Aviall Services, Inc. and a wholly-owned subsidiary of Boeing until his retirement in February 2010. On September 18, 2006, Spirit entered into a distribution agreement with Aviall Services, Inc. which has terminated.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Net revenues under the distribution agreement were $1.1 for the three months ended July 1, 2010, and $2.0 for the six months ended July 1, 2010.

The Company paid $0.2 to a subsidiary of Onex for services rendered for each of the three month periods ended June 30, 2011 and July 1, 2010, and $0.2 for each of the six month periods ended June 30, 2011 and July 1, 2010. Management believes the amounts charged were reasonable in relation to the services provided.

Boeing owned and operated significant information technology systems utilized by the Company and, as required under the acquisition agreement for the Boeing Acquisition, was providing those systems and support services to Spirit under a Transition Services Agreement. The services covered by the Transition Services Agreement have now been established by the Company, and the agreement terminated. Under the Transition Services Agreement, the Company incurred no fees for each of the three month periods ended June 30, 2011 and July 1, 2010, and fees of zero and less than $0.1 for the six months ended June 30, 2011 and July 1, 2010, respectively. The amounts owed to Boeing and recorded as accrued liabilities were zero and $0.2 at June 30, 2011 and July 1, 2010, respectively.

The spouse of one of the Company’s recently retired executives is a special counsel at a law firm utilized by the Company and at which the executive was previously employed. The Company paid fees to the firm of $0.7 and $0.3 for the three months ended June 30, 2011 and July 1, 2010, respectively, and $0.9 and $0.6 for the six month periods ended June 30, 2011 and July 1, 2010, respectively.

On April 20, 2011, an executive of the Company was elected to the Board of Directors of Rockwell Collins, Inc., a supplier utilized by the Company. Under the commercial terms of the arrangement with the supplier, Spirit paid less than $0.1 for each of the three and six month periods ended June 30, 2011. The amounts owed to Rockwell Collins and recorded as accrued liabilities were less than $0.1 for each of the three and six month periods ended June 30, 2011.

An executive of the Company is a member of the Board of Directors of a Wichita, Kansas bank that provides banking services to Spirit. In connection with the banking services provided to Spirit, the Company pays fees consistent with commercial terms that would be available to unrelated third parties. Such fees are not material to Spirit.

18. Commitments, Contingencies and Guarantees

Litigation

From time to time we are subject to, and are presently involved in, litigation or other legal proceedings arising in the ordinary course of business. While the final outcome of these matters cannot be predicted with certainty, considering, among other things, the meritorious legal defenses available, it is the opinion of the Company that none of these items, when finally resolved, will have a material adverse effect on the Company’s long-term financial position or liquidity. Consistent with the requirements of authoritative guidance on accounting for contingencies, we had no accruals at June 30, 2011 or December 31, 2010 for loss contingencies. However, an unexpected adverse resolution of one or more of these items could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

From time to time, in the ordinary course of business and like others in the industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. We review such requests and notices and take appropriate action. We have been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future. Additionally, we are subject to federal and state requirements for protection of the environment, including those for disposal of hazardous waste and remediation of contaminated sites. As a result, we are required to participate in certain government investigations regarding environmental remediation actions.

In December 2005, a lawsuit was filed against Spirit, Onex, and Boeing alleging age discrimination in the hiring of employees by Spirit when Boeing sold its Wichita commercial division to Onex. The complaint was filed in U.S. District Court in Wichita, Kansas and seeks class-action status, an unspecified amount of compensatory damages and more than $1.5 billion in punitive damages. The asset purchase agreement from the Boeing Acquisition requires Spirit to indemnify Boeing for damages resulting from the employment decisions that were made by us with respect to former employees of Boeing Wichita, which relate or allegedly relate to the involvement of, or consultation with, employees of Boeing in such employment decisions. On June 30, 2010, the U.S. District Court granted defendants’ dispositive motions, finding that the case should not be allowed to proceed as a class action.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

On July 11, 2011, the District Court granted a request to allow plaintiffs to appeal several of the District Court’s previous rulings to the Tenth Circuit Court of Appeals, which could reverse the District’s Court’s June 30, 2010 ruling. The Company intends to continue to vigorously defend itself in this matter. Management believes the resolution of this matter will not materially affect the Company’s financial position, results of operations or liquidity.

In December 2005, a federal grand jury sitting in Topeka, Kansas issued subpoenas regarding the vapor degreasing equipment at our Wichita, Kansas facility. The government’s investigation appeared to focus on whether the degreasers were operating within permit parameters and whether chemical wastes from the degreasers were disposed of properly. The subpoenas covered a time period both before and after our purchase of the Wichita, Kansas facility. Subpoenas were issued to Boeing, Spirit and individuals who were employed by Boeing prior to the Boeing Acquisition, but are now employed by us. We responded to the subpoena and provided additional information to the government as requested. On March 25, 2008, the U.S. Attorney’s Office informed the Company that it was closing its criminal file on the investigation. A civil investigation into this matter is ongoing. Management believes the resolution of this matter will not materially affect the Company’s financial position, results of operations or liquidity.

On February 16, 2007, an action entitled Harkness et al. v. The Boeing Company et al. was filed in the U.S. District Court for the District of Kansas. The defendants were served in early July 2007. The defendants include Spirit AeroSystems Holdings, Inc., Spirit AeroSystems, Inc., the Spirit AeroSystems Holdings Inc. Retirement Plan for the International Brotherhood of Electrical Workers (IBEW), Wichita Engineering Unit (SPEEA WEU) and Wichita Technical and Professional Unit (SPEEA WTPU) Employees, and the Spirit AeroSystems Retirement Plan for International Association of Machinists and Aerospace Workers (IAM) Employees, along with Boeing and Boeing retirement and health plan entities. The named plaintiffs are twelve former Boeing employees, eight of whom were or are employees of Spirit. The plaintiffs assert several claims under the Employee Retirement Income Security Act and general contract law and brought the case as a class action on behalf of similarly situated individuals. The putative class consists of approximately 2,500 current or former employees of Spirit. The parties agreed to class certification and are currently in the discovery process. The sub-class members who have asserted claims against the Spirit entities are those individuals who, as of June 2005, were employed by Boeing in Wichita, Kansas, were participants in the Boeing pension plan, had at least 10 years of vesting service in the Boeing plan, were in jobs represented by a union, were between the ages of 49 and 55, and who went to work for Spirit on or about June 17, 2005. Although there are many claims in the suit, the plaintiffs’ claims against the Spirit entities, asserted under various theories, are (1) that the Spirit plans wrongfully failed to determine that certain plaintiffs are entitled to early retirement “bridging rights” to pension and retiree medical benefits that were allegedly triggered by their separation from employment by Boeing and (2) that the plaintiffs’ pension benefits were unlawfully transferred from Boeing to Spirit in that their claimed early retirement “bridging rights” are not being afforded these individuals as a result of their separation from Boeing, thereby decreasing their benefits. The plaintiffs seek a declaration that they are entitled to the early retirement pension benefits and retiree medical benefits, an injunction ordering that the defendants provide the benefits, damages pursuant to breach of contract claims and attorney fees. Boeing has notified Spirit that it believes it is entitled to indemnification from Spirit for any “indemnifiable damages” it may incur in the Harkness litigation, under the terms of the asset purchase agreement from the Boeing Acquisition between Boeing and Spirit. Spirit disputes Boeing’s position on indemnity. Management believes the resolution of this matter will not materially affect the Company’s financial position, results of operations or liquidity.

On July 21, 2005, the International Union, Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) filed a grievance against Boeing on behalf of certain former Boeing employees in Tulsa and McAlester, Oklahoma, regarding issues that parallel those asserted in Harkness et al. v. The Boeing Company et al. Boeing denied the grievance, and the UAW subsequently filed suit to compel arbitration, which the parties eventually agreed to pursue. The arbitration was conducted in January 2008. In July 2008, the arbitrator issued an opinion and award in favor of the UAW. The arbitrator directed Boeing to reinstate the seniority of the employees and “afford them the benefits appurtenant thereto.” On March 5, 2009, the arbitrator entered an Opinion and Supplemental Award that directed Boeing to award certain benefits to UAW members upon whose behalf the grievance was brought, notwithstanding the prior denial of such benefits by the Boeing Plan Administrator. On April 10, 2009, Boeing filed a Complaint in the United States District Court for the Northern District of Illinois, seeking a ruling that the Arbitrator exceeded his authority in granting the Supplemental Award. On September 16, 2009, the District Court entered an order affirming the arbitrator’s Supplemental Award. Boeing appealed the District Court’s decision to the U.S. Seventh Circuit Court of Appeals, which affirmed the District Court’s decision. Boeing previously notified Spirit of its intent to seek indemnification from Spirit for any “indemnifiable damages” it may incur in the UAW matter, pursuant to the terms of the asset purchase agreement from the Boeing Acquisition. Spirit disputes Boeing’s position on indemnity. Management believes the resolution of this matter will not materially affect the Company’s financial position, results of operations or liquidity.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

On May 11, 2009, Spirit filed a lawsuit in the United States District Court for the District of Kansas against SPS Technologies LLC (“SPS”), and Precision Castparts Corp. Spirit’s claims are based on the sale by SPS of certain non-conforming nut plate fasteners to Spirit between August 2007 and August 2008. Many of the fasteners were used on assemblies that Spirit sold to a customer. In the fall of 2008, Spirit discovered the non-conformity and notified the customer of the discrepancy. Subsequently, Spirit and the customer removed and replaced nut plates on various in-process aircraft assemblies and subsequently agreed to an appropriate cost related to those efforts. Spirit’s lawsuit seeks damages, including damages related to these efforts, under various theories, including breach of contract and breach of implied warranty.

Guarantees

Contingent liabilities in the form of letters of credit, letters of guarantee and performance bonds have been provided by the Company. These letters of credit reduce the amount of borrowings available under the revolving credit facility. As of June 30, 2011 and December 31, 2010, outstanding letters of credit were $20.1 and $18.9, respectively, and outstanding guarantees were $28.4 and $23.6, respectively.

Indemnification

The Company has entered into customary indemnification agreements with each of its directors, and some of its executive employment agreements include indemnification provisions. Under those agreements, the Company agrees to indemnify each of these individuals against claims arising out of events or occurrences related to that individual’s service as the Company’s agent or the agent of any of its subsidiaries to the fullest extent legally permitted.

Service and Product Warranties and Extraordinary Rework

The Company provides service and warranty policies on its products. Liability under service and warranty policies is based upon specific claims and a review of historical warranty and service claim experience. Adjustments are made to accruals as claim data and historical experience change. In addition, the Company incurs discretionary costs to service its products in connection with product performance or quality issues.

The following is a roll forward of the service warranty and extraordinary rework balance at June 30, 2011:


Balance, December 31, 2010	$	18.7
Charges to costs and expenses ⁽¹⁾		13.5
Write-offs, net of recoveries		(13.1	)
Exchange rate		0.1

Balance June 30, 2011	$	19.2


(1)		During the second quarter of 2011, we expensed an additional $9.0 to charges and unallocated cost of sales due to changes in claims data and historical experience.

19. Other Income (Expense), Net

Other income (expense), net, is summarized as follows:


	For the Three					For the Six
	Months Ended					Months Ended
	June 30,			July 1,		June 30,			July 1,
	2011			2010		2011			2010
KDFA bond	$	1.0		$	0.9	$	2.1		$	1.9
Rental and miscellaneous income		0.2			0.2		0.2			0.4
Foreign currency gains (losses)		(1.1	)		1.6		(0.7	)		(5.1	)

Total	$	0.1		$	2.7	$	1.6		$	(2.8	)

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Foreign currency gains (losses) are due to the impact of movement in foreign currency exchange rates on trade and intercompany receivables/payables and other long-term contractual rights/obligations denominated in a currency other than the entity’s functional currency.

20. Segment Information

The Company operates in three principal segments: Fuselage Systems, Propulsion Systems and Wing Systems. Substantially all revenues in the three principal segments are from Boeing, with the exception of Wing Systems, which includes revenues from Airbus and other customers. Approximately 95% of the Company’s net revenues for the six months ended June 30, 2011 came from our two largest customers, Boeing and Airbus. All other activities fall within the All Other segment, principally made up of sundry sales of miscellaneous services, tooling contracts, and sales of natural gas through a tenancy-in-common with other companies that have operations in Wichita, Kansas. The Company’s primary profitability measure to review a segment’s operating performance is segment operating income before unallocated corporate selling, general and administrative expenses, unallocated research and development and unallocated cost of sales. Unallocated corporate selling, general and administrative expenses include centralized functions such as accounting, treasury and human resources that are not specifically related to our operating segments and are not allocated in measuring the operating segments’ profitability and performance and operating margins. Unallocated research and development includes research and development efforts that benefit the Company as a whole and are not unique to a specific segment. Unallocated cost of sales is related to an increase in warranty and extraordinary rework reserves and early retirement elected by eligible UAW- represented employees during the second quarter of 2011, and in 2010 are related to the grant of shares to employees represented by the IAM in connection with the ratification of a new ten-year labor contract on June 25, 2010. All of these unallocated items are not specifically related to our operating segments and are not allocated in measuring the operating segments’ profitability and performance and operating margins.

The Company’s Fuselage Systems segment includes development, production and marketing of forward, mid and rear fuselage sections and systems, primarily to aircraft OEMs (OEM refers to aircraft original equipment manufacturer), as well as related spares and maintenance, repairs and overhaul (MRO). The Fuselage Systems segment manufactures products at our facilities in Wichita, Kansas and Kinston, North Carolina.

The Company’s Propulsion Systems segment includes development, production and marketing of struts/pylons, nacelles (including thrust reversers) and related engine structural components primarily to aircraft or engine OEMs, as well as related spares and MRO services. The Propulsion Systems segment manufactures products at our facilities in Wichita, Kansas.

The Company’s Wing Systems segment includes development, production and marketing of wings and wing components (including flight control surfaces) as well as other miscellaneous structural parts primarily to aircraft OEMs, as well as related spares and MRO services. These activities take place at the Company’s facilities in Tulsa and McAlester, Oklahoma, Kinston, North Carolina, Prestwick, Scotland and Subang, Malaysia.

The Company’s segments are consistent with the organization and responsibilities of management reporting to the chief operating decision-maker for the purpose of assessing performance. The Company’s definition of segment operating income differs from operating income as presented in its primary financial statements and a reconciliation of the segment and consolidated results is provided in the table set forth below. Most selling, general and administrative expenses, and all interest expense or income, related financing costs and income tax amounts, are not allocated to the operating segments.

While some working capital accounts are maintained on a segment basis, much of the Company’s assets are not managed or maintained on a segment basis. Property, plant and equipment, including tooling, is used in the design and production of products for each of the segments and, therefore, is not allocated to any individual segment. In addition, cash, prepaid expenses, other assets and deferred taxes are managed and maintained on a consolidated basis and generally do not pertain to any particular segment. Raw materials and certain component parts are used in the production of aerostructures across all segments. Work-in-process inventory is identifiable by segment, but is managed and evaluated at the program level. As there is no segmentation of the Company’s productive assets, depreciation expense (included in fixed manufacturing costs and selling, general and administrative expenses) and capital expenditures, no allocation of these amounts has been made solely for purposes of segment disclosure requirements.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

The following table shows segment information:


	Three Months Ended						Six Months Ended
	June 30,			July 1,			June 30,			July 1,
	2011			2010			2011			2010
Segment Revenues
Fuselage Systems ⁽¹⁾	$	773.1		$	515.2		$	1,301.1		$	1,031.4
Propulsion Systems		317.7			272.0			590.7			546.4
Wing Systems ⁽¹⁾		372.5			266.9			617.4			515.8
All Other		2.3			1.9			6.0			5.7

	$	1,465.6		$	1,056.0		$	2,515.2		$	2,099.3


Segment Operating Income
Fuselage Systems ⁽¹⁾⁽²⁾	$	95.1		$	80.9		$	142.1		$	156.8
Propulsion Systems		48.2			33.4			89.0			67.0
Wing Systems ⁽¹⁾⁽³⁾		(31.2	)		28.3			(13.8	)		47.2
All Other		0.5			(2.5	)		0.5			(2.2	)

Business Segment Operating Income		112.6			140.1			217.8			268.8
Unallocated corporate SG&A		(37.6	)		(34.7	)		(72.7	)		(69.7	)
Unallocated research and development		(0.5	)		(0.8	)		(1.0	)		(1.5	)
Unallocated cost of sales ⁽⁴⁾		(10.9	)		(18.9	)		(10.9	)		(18.9	)

Total operating income	$	63.6		$	85.7		$	133.2		$	178.7


(1)		Includes recognition of deferred revenue associated with the B787 Amendment in the second quarter of 2011.

(2)		Net of $28.2 forward-loss recorded for the Sikorsky CH-53K program in the first quarter of 2011.

(3)		Net of 53.3 forward-loss recorded for the G280 program in the second quarter of 2011.

(4)		Includes charges in the second quarter of 2011 of $9.0 change in estimate to increase warranty and extraordinary rework reserves and $1.8 in early retirement incentives elected by eligible UAW-represented employees. Includes a charge in the second quarter of 2010 of $18.9 related to the grant of shares to employees represented by the IAM in connection with the ratification of a new ten-year labor contract on June 25, 2010.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

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.

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Condensed Consolidating Statements of Operations
For the Three Months Ended June 30, 2011


				Guarantor			Non-Guarantor			Consolidating
	Spirit			Subsidiaries			Subsidiaries			Adjustments			Total
Net Revenues	$	1,362.4		$	11.4		$	118.7		$	(26.9	)	$	1,465.6
Operating costs and expenses
Cost of sales		1,264.3			9.6			107.6			(26.9	)		1,354.6
Selling, general and administrative		35.9			1.0			4.2			—			41.1
Research and development		6.0			—			0.3			—			6.3

Total operating costs and expenses		1,306.2			10.6			112.1			(26.9	)		1,402.0
Operating income		56.2			0.8			6.6			—			63.6
Interest expense and financing fee amortization		(21.4	)		—			(1.7	)		1.4			(21.7	)
Interest income		1.5			—			—			(1.4	)		0.1
Other income (expense), net		1.1			—			(1.0	)		—			0.1

Income (loss) before income taxes and equity in net loss of affiliates		37.4			0.8			3.9			—			42.1
Income tax benefit (provision)		(11.7	)		(0.3	)		0.1			—			(11.9	)

Income (loss) before equity in net loss of affiliates		25.7			0.5			4.0			—			30.2
Equity in net loss of affiliates		(0.1	)		—			—			—			(0.1	)

Net income	$	25.6		$	0.5		$	4.0		$	—		$	30.1

Condensed Consolidating Statements of Operations
For the Three Months Ended July 1, 2010


				Guarantor			Non-Guarantor			Consolidating
	Spirit			Subsidiaries			Subsidiaries			Adjustments			Total
Net Revenues	$	947.5		$	0.3		$	128.5		$	(20.3	)	$	1,056.0
Operating costs and expenses
Cost of sales		825.1			0.3			114.5			(20.3	)		919.6
Selling, general and administrative		32.5			1.4			4.2			—			38.1
Research and development		11.6			—			1.0			—			12.6

Total operating costs and expenses		869.2			1.7			119.7			(20.3	)		970.3
Operating income (loss)		78.3			(1.4	)		8.8			—			85.7
Interest expense and financing fee amortization		(13.7	)		—			(1.0	)		0.9			(13.8	)
Interest income		1.0			—			—			(0.9	)		0.1
Other income, net		0.9			—			1.8			—			2.7

Income (loss) before income taxes and equity in net loss of affiliates		66.5			(1.4	)		9.6			—			74.7
Income tax benefit (provision)		(18.4	)		0.5			(1.7	)		—			(19.6	)

Income (loss) before equity in net loss of affiliates		48.1			(0.9	)		7.9			—			55.1
Equity in net loss of affiliates		—			—			—			—			—

Net income (loss)	$	48.1		$	(0.9	)	$	7.9		$	—		$	55.1

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Condensed Consolidating Statements of Operations
For the Six Months Ended June 30, 2011


				Guarantor			Non-Guarantor			Consolidating
	Spirit			Subsidiaries			Subsidiaries			Adjustments			Total
Net Revenues	$	2,305.7		$	11.9		$	246.3		$	(48.7	)	$	2,515.2
Operating costs and expenses
Cost of sales		2,094.3			9.5			227.5			(48.7	)		2,282.6
Selling, general and administrative		69.2			1.4			9.5			—			80.1
Research and development		19.0			—			0.3			—			19.3

Total operating costs and expenses		2,182.5			10.9			237.3			(48.7	)		2,382.0
Operating income		123.2			1.0			9.0			—			133.2
Interest expense and financing fee amortization		(42.0	)		—			(3.1	)		2.5			(42.6	)
Interest income		2.7			—			—			(2.5	)		0.2
Other income (expense), net		2.1			—			(0.5	)		—			1.6

Income (loss) before income taxes and equity in net loss of affiliates		86.0			1.0			5.4			—			92.4
Income tax benefit (provision)		(27.7	)		(0.4	)		0.9			—			(27.2	)

Income (loss) before equity in net loss of affiliates		58.3			0.6			6.3			—			65.2
Equity in net loss of affiliates		(0.1	)		—			(0.4	)		—			(0.5	)

Net income	$	58.2		$	0.6		$	5.9		$	—		$	64.7

Condensed Consolidating Statements of Operations
For the Six Months Ended July 1, 2010


				Guarantor			Non-Guarantor			Consolidating
	Spirit			Subsidiaries			Subsidiaries			Adjustments			Total
Net Revenues	$	1,886.2		$	0.5		$	247.2		$	(34.6	)	$	2,099.3
Operating costs and expenses
Cost of sales		1,631.6			0.5			223.2			(34.6	)		1,820.7
Selling, general and administrative		67.5			1.9			8.0			—			77.4
Research and development		21.5			—			1.0			—			22.5

Total operating costs and expenses		1,720.6			2.4			232.2			(34.6	)		1,920.6
Operating income (loss)		165.6			(1.9	)		15.0			—			178.7
Interest expense and financing fee amortization		(27.5	)		—			(2.0	)		1.7			(27.8	)
Interest income		1.9			—			—			(1.7	)		0.2
Other income (expense), net		1.9			—			(4.7	)		—			(2.8	)

Income (loss) before income taxes and equity in net loss of affiliates		141.9			(1.9	)		8.3			—			148.3
Income tax benefit (provision)		(37.2	)		0.7			(0.9	)		—			(37.4	)

Income (loss) before equity in net loss of affiliates		104.7			(1.2	)		7.4			—			110.9
Equity in net loss of affiliates		—			—			(0.3	)		—			(0.3	)

Net income (loss)	$	104.7		$	(1.2	)	$	7.1		$	—		$	110.6

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Condensed Consolidating Balance Sheet
June 30, 2011


				Guarantor		Non-Guarantor			Consolidating
	Spirit			Subsidiaries		Subsidiaries			Adjustments			Total
Current assets
Cash and cash equivalents	$	125.6		$	—	$	28.5		$	—		$	154.1
Accounts receivable, net		380.4			10.0		121.7			(164.2	)		347.9
Inventory, net		2,213.2			67.9		159.1			—			2,440.2
Deferred tax asset-current		59.8			—		0.3			—			60.1
Other current assets		27.8			—		2.1			—			29.9

Total current assets		2,806.8			77.9		311.7			(164.2	)		3,032.2
Property, plant and equipment, net		1,020.4			314.3		162.9			—			1,497.6
Pension assets		180.5			—		4.8			—			185.3
Investment in subsidiary		279.9			—		—			(279.9	)		—
Deferred tax asset- non-current, net		38.3			—		—			—			38.3
Other assets		302.8			80.0		32.9			(314.4	)		101.3

Total assets	$	4,628.7		$	472.2	$	512.3		$	(758.5	)	$	4,854.7

Current liabilities
Accounts payable	$	413.6		$	82.6	$	124.7		$	(164.2	)	$	456.7
Accrued expenses		160.1			0.6		13.1			—			173.8
Profit sharing/deferred compensation		26.2			—		1.5			—			27.7
Current portion of long-term debt		7.2			—		2.4			—			9.6
Advance payments, short-term		36.2			—		—			—			36.2
Deferred revenue, short-term		40.1			—		1.2			—			41.3
Deferred grant income liability — current		—			4.5		1.2			—			5.7
Other current liabilities		5.4			—		4.1			—			9.5

Total current liabilities		688.8			87.7		148.2			(164.2	)		760.5
Long-term debt		1,153.9			80.0		185.5			(234.4	)		1,185.0
Advance payments, long-term		662.5			—		—			—			662.5
Pension/OPEB obligation		75.9			—		—			—			75.9
Deferred grant income liability — non-current		—			91.6		34.7			—			126.3
Deferred revenue and other deferred credits		25.1			—		9.4			—			34.5
Other liabilities		181.3			0.3		17.3			(80.0	)		118.9
Shareholders’ 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, 118,407,515 shares issued		1.2			—		—			—			1.2
Common stock, Class B par value $0.01, 150,000,000 shares authorized, 24,405,838 shares issued		0.2			—		—			—			0.2
Additional paid-in capital		989.8			210.7		69.2			(279.9	)		989.8
Accumulated other comprehensive loss		(58.7	)		—		(7.3	)		—			(66.0	)
Retained earnings		908.7			1.9		54.8			—			965.4

Total shareholders’ equity		1,841.2			212.6		116.7			(279.9	)		1,890.6
Noncontrolling interest		—			—		0.5			—			0.5

Total equity		1,841.2			212.6		117.2			(279.9	)		1,891.1

Total liabilities and shareholders’ equity	$	4,628.7		$	472.2	$	512.3		$	(758.5	)	$	4,854.7

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Condensed Consolidating Balance Sheet
December 31, 2010


				Guarantor		Non-Guarantor			Consolidating
	Spirit			Subsidiaries		Subsidiaries			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/deferred compensation		27.3			—		2.3			—			29.6
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		1,073.2			18.3		156.7			(83.4	)		1,164.8
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		116.1			—		17.8			(80.0	)		53.9
Shareholders’ 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

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Condensed Consolidating Statements of Cash Flows
For the Six Months Ended June 30, 2011


				Guarantor			Non-Guarantor			Consolidating
	Spirit			Subsidiaries			Subsidiaries			Adjustments		Total
Operating activities
Net cash provided by (used in) operating activities	$	(209.8	)	$	19.0		$	(51.1	)	$	—	$	(241.9	)

Investing activities
Purchase of property, plant and equipment		(54.1	)		(19.0	)		(11.3	)		—		(84.4	)
Proceeds from sale of assets		0.2			—			0.2			—		0.4

Net cash (used in) investing activities		(53.9	)		(19.0	)		(11.1	)		—		(84.0	)

Financing activities
Principal payments of debt		(3.8	)		—			(0.3	)		—		(4.1	)
Collection on (repayment of) intercompany debt		(24.2	)		—			24.2			—		—
Excess tax benefits from share-based payment arrangements		1.2			—			—			—		1.2

Net cash provided by (used in) financing activities		(26.8	)		—			23.9			—		(2.9	)

Effect of exchange rate changes on cash and cash equivalents		—			—			1.3			—		1.3

Net (decrease) in cash and cash equivalents for the period		(290.5	)		—			(37.0	)		—		(327.5	)
Cash and cash equivalents, beginning of period		416.1			—			65.5			—		481.6

Cash and cash equivalents, end of period	$	125.6		$	—		$	28.5		$	—	$	154.1

Spirit AeroSystems Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements
($, €, £, and RM in millions other than per share amounts)

Condensed Consolidating Statements of Cash Flows
For the Six Months Ended July 1, 2010


				Guarantor			Non-Guarantor			Consolidating
	Spirit			Subsidiaries			Subsidiaries			Adjustments			Total
Operating activities
Net cash provided by (used in) operating activities	$	(101.4	)	$	(1.9	)	$	(14.0	)	$	—		$	(117.3	)

Investing activities
Purchase of property, plant and equipment		(45.3	)		(81.2	)		(4.1	)		—			(130.6	)
Investment in subsidiary		(86.0	)		—			—			86.0			—
Other		0.1			—			(0.8	)		—			(0.7	)

Net cash provided by (used in) investing activities		(131.2	)		(81.2	)		(4.9	)		86.0			(131.3	)

Financing activities
Principal payments of debt		(5.8	)		—			(0.1	)		—			(5.9	)
Collection on (repayment of) intercompany debt		7.1			—			(7.1	)		—			—
Proceeds from parent company contribution		—			83.1			2.9			(86.0	)		—
Debt issuance and financing costs		3.1			—			—			—			3.1

Net cash provided by (used in) financing activities		4.4			83.1			(4.3	)		(86.0	)		(2.8	)

Effect of exchange rate changes on cash and cash equivalents		—			—			—			—			—

Net (decrease) in cash and cash equivalents for the period		(228.2	)		—			(23.2	)		—			(251.4	)
Cash and cash equivalents, beginning of period		317.1			—			51.9			—			369.0

Cash and cash equivalents, end of period	$	88.9		$	—		$	28.7		$	—		$	117.6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). The following section may include “forward-looking statements.” Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “estimate,” “believe,” “project,” “continue,” “plan,” “forecast,” or other similar words. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “2010 Form 10-K”), filed with the SEC on February 22, 2011 and this Quarterly Report. See also “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements.

Recent Events

On July 22, 2011, Mr. James Welch, a Director of the Company, informed the Company of his intention to resign from the Board of Directors of the Company, as a result of his acceptance of an appointment as Chief Executive Officer of YRC Worldwide, Inc. Mr. Welch’s resignation took effect immediately.

On July 21, 2011, we announced David Coleal would be joining the Company as Senior Vice President and General Manager of the Fuselage Segment. In addition, we announced that Mike King assumed the position of Senior Vice President and Chief Operations Officer. Mr. King replaced Richard (Buck) Buchanan who assumed the position of Senior Vice President-Advanced Projects. John Lewelling, our Senior Vice President/General Manager, Wing Systems, has been assigned to the position of Senior Vice President, Corporate Strategy.

On July 20, 2011, we announced the recognition of a pre-tax charge of approximately $53.3 million, or $0.26 per share in the second quarter of 2011, on the Gulfstream G280 wing program as a result of additional cost growth and our decision to establish program management and production at our North Carolina facility. These costs were recorded as an additional forward-loss in the Company’s Wing Segment in the second quarter of 2011 and are described below under “— Results of Operations.”

On June 23, 2011, we began contract negotiations with employees represented by the Society of Professional Engineering Employees in Aerospace — Wichita Technical and Professional Unit (“SPEEA”). The original contract expired on July 11, 2011 and was extended to July 25, 2011. The union rejected the contract offer on July 28, 2011. No timing has been set for continued negotiations. SPEEA represents about 2,300 professional and technical non-engineering employees in Wichita.

On May 12, 2011, Spirit and Boeing formally amended the B787 Supply Agreement finalizing substantially all of the provisions of the memorandum of agreement (“MOA”) entered into in December 2010 (the “B787 Amendment”). Our financial results for the three and six months ended June 30, 2011 incorporate the provisions of the B787 Amendment as described under “- Results of Operations” and “- Liquidity and Capital Resources”.

Overview

We are one of the largest independent non-OEM (original equipment manufacturer) aircraft parts designers and manufacturers of commercial aerostructures in the world, based on annual revenues, as well as the largest independent supplier of aerostructures to Boeing. In addition, we are one of the largest independent suppliers of aerostructures to Airbus. Boeing and Airbus are the two largest aircraft OEMs in the world. Aerostructures are structural components, such as fuselages, propulsion systems and wing systems for commercial and military aircraft. For the three months ended June 30, 2011, we generated net revenues of $1,465.6 million and net income of $30.1 million and for the six months ended June 30, 2011, we generated net revenues of $2,515.2 million and net income of $64.7 million.

We are organized into three principal reporting segments: (1) Fuselage Systems, which includes forward, mid and rear fuselage sections, (2) Propulsion Systems, which includes nacelles, struts/pylons and engine structural components, and (3) Wing Systems, which includes wings, wing components, flight control surfaces and other miscellaneous structural parts. All other activities fall within the All Other segment, principally made up of sundry sales of miscellaneous services, tooling contracts, and sales of natural gas through a tenancy-in-common with other companies that have operations in Wichita, Kansas. The Fuselage Systems segment manufactures products at our facilities in Wichita, Kansas and Kinston, North Carolina, with an assembly plant in Saint-Nazaire, France for the A350 XWB program. The Propulsion Systems segment manufactures products at our facilities in Wichita, Kansas. The Wing Systems segment manufactures products at our facilities in Tulsa and McAlester, Oklahoma, Prestwick, Scotland, Subang, Malaysia and Kinston, North Carolina. Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 53%, 22%, 25% and less than 1%, respectively, of our net revenues for the three months ended June 30, 2011. Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 52%, 23%, 25% and less than 1%, respectively, of our net revenues for the six months ended June 30, 2011.

New Program Performance

We are currently performing work on several new programs, which are in various stages of development. Several of these programs have entered flight testing, including the Boeing B787, Boeing B747-8, Gulfstream G280, and Gulfstream G650 (which includes the Rolls-Royce BR725), and we have delivered revenue-generating production units for all of these programs. In addition, we delivered our first revenue-generating test article on the Sikorsky CH-53K program in December 2010.

These programs continue to pose a risk of additional charges and/or forward-loss given the low margins that are currently forecasted and cost pressure that has continued through the first half of 2011. The first six months of 2011 have been challenging for certain of our new programs and we have experienced difficulties in achieving estimated cost targets. As described in more detail below in “—Results of Operations”, we recorded a $28.2 million forward-loss associated with the development effort on the Sikorsky CH-53K helicopter program in the first quarter of 2011. The additional cost on this program is associated with the decision to proceed with a more traditional design and build approach to manufacture the remaining six test units. We continue to see risk for cost growth on this program and as a result are working to mitigate further losses. Recognition of an additional forward-loss on this program continues to be a significant risk and is dependent upon our ability to successfully implement our revised design and manufacturing approach. In addition, we recorded a $53.3 million forward-loss on our G280 wing contract in the second quarter of 2011 as a result of additional cost growth and our decision to move that program to North Carolina as part of our cost restructuring plan. Recognition of an additional forward-loss on this program continues to be a significant risk and is dependent upon our ability to successfully perform under a revised cost structure and achieve forecasted cost reductions as we enter into production.

In the second quarter of 2011, we lowered our estimated margin on the G650 program, as that program has experienced cost growth as it progresses through the development stage and move towards FAA certification. Our estimated margins on the initial Rolls-Royce BR725 contract remain at zero until we are able to realize important cost reduction opportunities. Recognition of a forward-loss on this program continues to be a risk until we realize planned cost reductions through performance initiatives. In addition, we have revised our contract estimates on the B747-8 fuselage and wing programs to reflect break-even margins. The potential for both programs to recognize a forward-loss is dependent on our ability to execute upon the current cost reduction and manufacturing plans.

The B787 contract profitability will depend on our ability to achieve cost reduction opportunities as we increase production levels in the coming months and years. Contract estimates remain at break-even margins until we are able to realize these important cost reduction opportunities. Recognition of a forward-loss on this program continues to be a significant risk until we realize planned cost reductions through performance initiatives.

We also continue to support the development of the A350 XWB Fuselage and Wing programs. Maintaining profit projections on these programs is dependent on the program schedule. The A350 XWB program could experience significant cost growth if the program schedule experiences delays. We revised our contract estimates on the non-recurring portion of the A350 wing contract to reflect zero margins as we continue to experience cost growth on this contract.

The next twelve to twenty-four months will be a critical time for these programs as we manufacture the initial units and establish baseline performance for the recurring cost structure. If we are not able to achieve anticipated productivity and cost improvements, or execute on the current cost reduction and manufacturing plans, or if external factors such as market demand trend unfavorably, additional charges, including forward-loss reserves, may be recorded in future periods.

Results of Operations


	Three Months			Three Months			Percentage			Six Months			Six Months			Percentage
	Ended			Ended			Change to			Ended			Ended			Change to
	June 30, 2011			July 1, 2010			Prior Year			June 30, 2011			July 1, 2010			Prior Year
	($ in millions)
Net revenues	$	1,465.6		$	1,056.0			39	%	$	2,515.2		$	2,099.3			20	%
Operating costs and expenses
Cost of sales		1,354.6			919.6			47	%		2,282.6			1,820.7			25	%
Selling, general and administrative expenses		41.1			38.1			8	%		80.1			77.4			3	%
Research and development		6.3			12.6			(50	%)		19.3			22.5			(14	%)

Operating income		63.6			85.7			(26	%)		133.2			178.7			(25	%)
Interest expense and financing fee amortization		(21.7	)		(13.8	)		57	%		(42.6	)		(27.8	)		53	%
Interest income		0.1			0.1			0	%		0.2			0.2			0	%
Other income (expense), net		0.1			2.7			(96	%)		1.6			(2.8	)		157	%

Income before income taxes and equity in net loss of affiliates		42.1			74.7			(44	%)		92.4			148.3			(38	%)
Income tax provision		(11.9	)		(19.6	)		(39	%)		(27.2	)		(37.4	)		(27	%)

Income before equity in net loss of affiliates		30.2			55.1			(45	%)		65.2			110.9			(41	%)
Equity in net loss of affiliates		(0.1	)		—			—			(0.5	)		(0.3	)		67	%

Net income	$	30.1		$	55.1			(45	%)	$	64.7		$	110.6			(42	%)

For purposes of measuring production or ship set deliveries for Boeing aircraft in a given period, the term “ship set” refers to sets of structural fuselage components produced or delivered for one aircraft in such period. For purposes of measuring production or ship set deliveries for Airbus aircraft in a given period, the term “ship set” refers to all structural aircraft components produced or delivered for one aircraft in such period. For purposes of measuring production or ship set deliveries for Business/Regional Jet aircraft in a given period, the term “ship set” refers to all structural aircraft components produced or delivered for one aircraft in such period. Other components which are part of the same aircraft ship sets could be produced or shipped in earlier or later accounting periods than the components used to measure production or ship set deliveries, which may result in slight variations in production or delivery quantities of the various ship set components in any given period.

Comparative ship set deliveries by model are as follows:


	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
Model	June 30, 2011		July 1, 2010		June 30, 2011		July 1, 2010
B737		97		96		190		190
B747		3		1		7		4
B767		6		4		11		7
B777		22		18		38		39
B787		7		4		13		9

Total Boeing		135		123		259		249
A320 Family		91		95		194		197
A330/340		26		23		44		48
A380		5		5		11		6

Total Airbus		122		123		249		251
Business/Regional Jets ⁽¹⁾		10		6		18		11

Total		267		252		526		511


⁽¹⁾		Previously included Hawker Beechcraft products only. Now includes Spirit deliveries associated with business and regional jets.

Net revenues by prime customer are as follows:


	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
Prime Customer	June 30, 2011		July 1, 2010		June 30, 2011		July 1, 2010
	(Dollars in millions)
Boeing	$	1,311.2	$	893.3	$	2,192.6	$	1,797.1
Airbus		108.7		112.0		224.7		214.7
Other		45.7		50.7		97.9		87.5

Total net revenues	$	1,465.6	$	1,056.0	$	2,515.2	$	2,099.3

2011 G280 Forward – Loss Charge

In the second quarter of 2011, we recorded a $53.3 million forward-loss charge on our G280 wing contract as a result of additional cost growth and our decision to move that program to North Carolina as part of our cost restructuring plan. Recognition of an additional forward-loss on this program continues to be a significant risk and is dependent upon our ability to successfully perform under a revised cost structure and achieve forecasted cost reductions as we enter into production. Improvements in future costs compared to current estimates may result in favorable adjustments if forward-loss reserves are no longer required.

Three Months Ended June 30, 2011 as Compared to Three Months Ended July 1, 2010

Net Revenues. Net revenues for the three months ended June 30, 2011 were $1,465.6 million, an increase of $409.6 million, or 39%, compared with net revenues of $1,056.0 million for the same period in the prior year. The increase in net revenues was primarily attributable to the recognition of deferred revenue associated with the B787 Amendment and a slight increase in net revenues related to higher production volume and non-production revenue during the quarter. Deliveries to Boeing increased by 10% to 135 ship sets during the three months ended June 30, 2011, compared to 123 ship sets delivered in the same period of the prior year, primarily due to net increases in ship set deliveries across all Boeing programs driven by customer delivery schedules. Overall deliveries to Airbus remained relatively unchanged, with 122 ship sets delivered during the three months ended June 30, 2011, compared to 123 ship sets delivered in the same period of the prior year. Quarter-over-quarter, deliveries of A320 wing components decreased, while A330 deliveries, which are not a significant source of revenue, increased, driven by customer delivery schedules. In total, ship set deliveries increased by 6% to 267 ship sets during the three months ended June 30, 2011, compared to 252 ship sets delivered in the same period of the prior year. Approximately 97% of Spirit’s net revenues for the three months ended June 30, 2011 came from our two largest customers, Boeing and Airbus.

Cost of Sales. Cost of sales as a percentage of net revenues was 92% for the three months ended June 30, 2011, compared to 87% for the same period in the prior year. The increase in cost of sales was primarily due to a $53.3 million forward-loss charge recognized on our G280 program, a $9.0 million increase in warranty and extraordinary rework reserves, and $1.8 million in early retirement incentives for eligible UAW-represented employees, partially offset by a favorable cumulative catch-up adjustment of $6.3 million primarily driven by productivity and efficiency improvements, which was net of $4.8 million unfavorable cumulative catch-up related to a reduction in margin estimate on the G650 program. In comparison, in the second quarter of 2010, we recorded an expense of approximately $18.9 million associated with the shares granted to eligible IAM-represented employees upon the ratification of a new ten-year agreement on June 25, 2010. In addition, we continue to record zero margins on the B787 program, as the adjustments related to the B787 Amendment negatively impacted operating margins as a percentage of net revenue for the current quarter.

SG&A, Research and Development. Combined SG&A and research and development costs as a percentage of net revenues were 3% for the three months ended June 30, 2011, compared to 5% for the same period in the prior year. SG&A expenses were slightly up by $3.0 million, or 8%, compared to the same period in the prior year, primarily due to an increase in stock compensation expense associated with grants awarded in 2011. Research and development expenses for the three months ended June 30, 2011 were down $6.3 million, compared to the same period in the prior year, primarily as a result of the B787 Amendment which changed the treatment of advances for non-recurring work previously recorded as research and development expense to a nonrefundable payment in full for such work.

Operating Income. Operating income for the three months ended June 30, 2011 was $63.6 million, a decrease of $22.1 million, or 26%, compared to operating income of $85.7 million for the same period in the prior year. Operating income decreased in 2011 primarily due to the forward loss on the G280 program, increase in warranty and extraordinary rework reserves, early retirement incentives, and higher stock compensation expense, as discussed above, partially offset by a slight increase in net revenues related to higher production volume and non-production revenue, and the positive impact to research and development due to the change in treatment of advances for non-recurring work previously recorded as research and development expense to a nonrefundable payment in full for such work. The adjustments related to the B787 Amendment did not contribute to overall operating income, however, they negatively impacted operating margins as a percentage of net revenue for the current quarter.

Interest Expense and Financing Fee Amortization. Interest expense and financing fee amortization for the three months ended June 30, 2011 includes $19.4 million of interest and fees paid or accrued in connection with our long-term debt and $2.3 million in amortization of deferred financing costs, compared to $11.7 million of interest and fees paid or accrued in connection with our long-term debt and $2.1 million in amortization of deferred financing costs for the same period in the prior year. The increase in interest expense associated with long-term debt in the second quarter of 2011 was primarily driven by interest accrued on our 2020 Notes and on our term loan as outlined in the 2010 amended credit facility. The increase in deferred financing costs was related to the issuance of our 2020 Notes and the amortization of fees related to the amendment of our credit facility.

Interest Income. Interest income for each of the three months periods ended June 30, 2011 and July 1, 2010 was $0.1 million.

Other Income. Other income for the three months ended June 30, 2011 was $0.1 million, a decrease from $2.7 million for the same period in the prior year, due to unfavorable changes in foreign exchange rates during the second quarter of 2011 on intercompany activity and borrowings, offset by investment income. The fluctuations in foreign exchange rates primarily impact the intercompany payable from Spirit Europe to Spirit related to our A350 XWB program, as well as trade payables and borrowings.

Provision for Income Taxes. Our reported tax rate includes two principal components: an expected annual tax rate and discrete items resulting in additional provisions or benefits that are recorded in the quarter that an event arises. Events or items that give rise to the discrete recognition include finalizing amounts in income tax returns filed, finalizing audit examinations for open tax years, and an expiring statute of limitations.

The income tax provision for the three months ended June 30, 2011 includes $10.4 million for federal taxes, $1.6 million for state taxes and ($0.1) million for foreign taxes. The income tax provision for the three months ended July 1, 2010 includes $20.1 million for federal taxes, ($1.4) million for state taxes and $0.9 million for foreign taxes. The effective tax rate for the three months ended June 30, 2011 was 28.3% as compared to 26.2% for the same period in 2010. The increase in the effective tax rate recorded for the three months ended June 30, 2011 is related primarily to projected lower state income tax credits this year, partially offset by the Research Credit reinstated on December 17, 2010.

Segments. The following table shows segment revenues for the three months ended June 30, 2011, compared to the three months ended July 1, 2010:


	Three Months Ended			Three Months Ended
	June 30, 2011			July 1, 2010
	($ in millions)
Segment Revenues
Fuselage Systems ⁽¹⁾	$	773.1		$	515.2
Propulsion Systems		317.7			272.0
Wing Systems ⁽¹⁾		372.5			266.9
All Other		2.3			1.9

	$	1,465.6		$	1,056.0


Segment Operating Income
Fuselage Systems ⁽¹⁾⁽²⁾	$	95.1		$	80.9
Propulsion Systems		48.2			33.4
Wing Systems ⁽¹⁾⁽³⁾		(31.2	)		28.3
All Other		0.5			(2.5	)

		112.6			140.1
Unallocated corporate SG&A		(37.6	)		(34.7	)
Unallocated research and development		(0.5	)		(0.8	)
Unallocated cost of sales ⁽⁴⁾		(10.9	)		(18.9	)

Total operating income	$	63.6		$	85.7


(1)		Includes recognition of deferred revenue associated with the B787 Amendment in the second quarter of 2011.

(2)		Net of $28.2 million forward-loss recorded for the Sikorsky CH-53K program in the first half of 2011.

(3)		Net of $53.3 million forward-loss recorded for the G280 program in the first half of 2011.

(4)		Includes charges in the second quarter of 2011 of $9.0 million change in estimate to increase warranty and extraordinary rework reserves and $1.8 million in early retirement incentives elected by eligible UAW-represented employees. Includes a charge in the second quarter of 2010 of $18.9 million related to the grant of shares to employees represented by the IAM in connection with the ratification of a new ten-year labor contract on June 25, 2010.

Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 53%, 22%, 25% and less than 1%, respectively, of our net revenues for the three months ended June 30, 2011. Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 85%, 43%, (28%) and less than 1%, respectively, of our operating income before unallocated corporate expenses for the three months ended June 30, 2011.

Fuselage Systems. Fuselage Systems segment net revenues for the three months ended June 30, 2011 were $773.1 million, an increase of $257.9 million, or 50%, compared to the same period in the prior year. The increase in net revenues was due to the recognition of deferred revenue associated with the B787 Amendment and a slight increase in net revenues related to higher production volume across all Boeing models and non-production revenue during the quarter. Fuselage Systems posted segment operating margins of 12% for the three months ended June 30, 2011, down from 16% for the same period in the prior year. The decrease in segment operating margins is primarily due to zero margin adjustments associated with the B787 Amendment negatively impacting segment operating margins as a percentage of net revenues, partially offset by a favorable cumulative catch-up adjustment of $5.6 million, primarily driven by productivity and efficiency improvements.

Propulsion Systems. Propulsion Systems segment net revenues for the three months ended June 30, 2011 were $317.7 million, an increase of $45.7 million, or 17%, compared to the same period in the prior year. The increase in net revenues was due to the increase in B747 deliveries and aftermarket volume. Propulsion Systems posted segment operating margins of 15% for the three months ended June 30, 2011, up from 12% for the same period in the prior year. In the second quarter of 2011, the segment realized a favorable cumulative catch-up adjustment of $4.2 million, primarily driven by productivity and efficiency improvements.

Wing Systems. Wing Systems segment net revenues for the three months ended June 30, 2011 were $372.5 million, an increase of $105.6 million, or 40%, compared to the same period in the prior year. The increase in net revenues was due to recognition of deferred revenue associated with the B787 Amendment, partially offset by a slight decrease in non-production revenue during the quarter. Wing Systems posted negative operating margins of (8%) for the three months ended June 30, 2011, down from 11% for the same period in the prior year. The decrease in segment operating margins is primarily due to a $53.3 million forward-loss on our G280 wing and tooling contracts, zero margin adjustments associated with the B787 Amendment negatively impacting segment operating margins as a percentage of net revenues, and an unfavorable cumulative catch-up adjustment of $3.5 million, primarily driven by an adjustment of $2.2 million on our A350 wing contract in Spirit Europe principally related to additional engineering costs and an adjustment of $4.8 million on our G650 program, partially offset by favorable performance on mature programs.

All Other. All Other segment net revenues consist of sundry sales of miscellaneous services, tooling contracts, and revenues from the Kansas Industrial Energy Supply Company, or KIESC. For the three months ended June 30, 2011, All Other segment net revenues were $2.3 million, an increase of $0.4 million, or 21%, compared to the same period in the prior year. The All Other segment operating margins improved as compared to the same period in the prior year. In the second quarter of 2010, we recorded a $2.8 million charge on a tooling contract for G280 program.

Six Months Ended June 30, 2011 as Compared to Six Months Ended July 1, 2010

Net Revenues. Net revenues for the six months ended June 30, 2011 were $2,515.2 million, an increase of $415.9 million, or 20%, compared with net revenues of $2,099.3 million for the same period in the prior year. The increase in net revenues was primarily due to the recognition of deferred revenue associated with the B787 Amendment and a slight increase in net revenues related to higher production volume and non-production revenue during the first half of 2011. Deliveries to Boeing increased by 4% to 259 ship sets during the six months ended June 30, 2011, compared to 249 ship sets delivered in the same period of the prior year, primarily due to a net increase in ship set deliveries for B747, B767, and B787, partially offset by fewer B777 ship set deliveries, driven by customer delivery schedules. Overall deliveries to Airbus remained relatively unchanged, with 249 ship sets delivered during the six months ended June 30, 2011, compared to 251 ship sets delivered in the same period of the prior year. Year-over-year, deliveries of A380 wing components increased, while A330 deliveries, which are not a significant source of revenue, decreased, driven by customer delivery schedules. In total, ship set deliveries increased by 3% to 526 ship sets during the six months ended June 30, 2011, compared to 511 ship sets delivered in the same period of the prior year. Approximately 96% of Spirit’s net revenues for the six months ended June 30, 2011 came from our two largest customers, Boeing and Airbus.

Cost of Sales. Cost of sales as a percentage of net revenues was 91% for the six months ended June 30, 2011, compared to 87% for the same period in the prior year. The increase in 2011 is primarily due to a $53.3 million forward-loss charge recognized on our G280 program, a $28.2 million forward-loss charge on our Sikorsky CH-53K contract, a $9.0 million increase in warranty and extraordinary rework reserves, and $1.8 million in early retirement incentives for eligible UAW-represented employees. The cumulative catch-up adjustment related to periods prior to 2011 was immaterial for the first half of 2011. In comparison, during the first six months of 2010, we recorded $18.9 million associated with the shares granted to eligible IAM-represented employees upon the ratification of a new ten-year agreement and an unfavorable cumulative catch-up adjustment of $7.1 million. In addition, we continue to record zero margins on the B787 program, as the adjustments related to the B787 Amendment negatively impacted operating margins as a percentage of net revenue for the first half of 2011.

SG&A, Research and Development. Combined SG&A and research and development costs as a percentage of net revenues were 4% and 5% for the six month periods ended June 30, 2011 and July 1, 2010, respectively. SG&A expenses increased by $2.7 million, or 3%, compared to the same period in the prior year, primarily due to an increase in stock compensation expense associated with grants awarded in 2011. Research and development expenses for the six months ended June 30, 2011 were down $3.2 million, or 14%, compared to the same period in the prior year, primarily as a result of the B787 Amendment which changed the treatment of advances for non-recurring work previously recorded as research and development expense to a nonrefundable payment in full for such work.

Operating Income. Operating income for the six months ended June 30, 2011 was $133.2 million, a decrease of $45.5 million, or 25%, compared to operating income of $178.7 million for the same period in the prior year. Operating income decreased in 2011 primarily due to the forward-loss charges on our G280 and Sikorsky CH-53K programs, increase in warranty and extraordinary rework reserves and early retirement incentives, and higher stock compensation expense as discussed above, partially offset by improved operating margins due to a slight increase in net revenues related to higher production volumes and non-production efforts and the positive impact to research and development due to the change in treatment of advances for non-recurring work previously recorded as research and development expense to a nonrefundable payment in full for such work. The adjustments related to the B787 Amendment did not contribute to overall operating income; however, they negatively impacted operating margins as a percentage of net revenue for the first half of 2011. In comparison, during the first six months of 2010, we recorded $18.9 million associated with the shares granted to eligible IAM-represented employees upon the ratification of a new ten-year agreement and an unfavorable cumulative catch-up adjustment of $7.1 million.

Interest Expense and Financing Fee Amortization. Interest expense and financing fee amortization for the six months ended June 30, 2011 includes $38.0 million of interest and fees paid or accrued in connection with our long-term debt and $4.6 million in amortization of deferred financing costs, compared to $23.8 million of interest and fees paid or accrued in connection with our long-term debt and $4.0 million in amortization of deferred financing costs for the same period in the prior year. The increase in interest expense associated with long-term debt in the second quarter of 2011 was primarily driven by interest accrued on our 2020 Notes and on our term loan as outlined in the 2010 amended credit facility. The increase in deferred financing costs was related to the issuance of our 2020 Notes and the amortization of fees related to the amendment of our credit facility.

Interest Income. Interest income for each of the six month periods ended June 30, 2011 and July 1, 2010 was $0.2 million.

Other Income (Expense). Other income for the six months ended June 30, 2011 was $1.6 million, compared to expense of ($2.8) million for the same period in the prior year. During the first six months of 2011, foreign exchange rates have stabilized driving an overall gain on intercompany activities and trade payables in nonfunctional currencies, partially offset by an unfavorable change in our Euro-denominated capital lease obligation in France.

Provision for Income Taxes. The income tax provision for the six months ended June 30, 2011 includes $26.5 million for federal taxes, $1.6 million for state taxes and ($0.9) million for foreign taxes. The income tax provision for the six months ended July 1, 2010 includes $39.1 million for federal taxes, ($1.9) million for state taxes and $0.2 million for foreign taxes. The effective tax rate for the six months ended June 30, 2011 was 29.4% as compared to 25.2% for the same period in 2010. The increase in the effective tax rate recorded for the six months ended June 30, 2011 is related primarily to favorably settling the 2005 and 2006 U.S. Federal examinations last year and projected lower state income tax credits this year, partially offset by the Research Credit reinstated on December 17, 2010.

Segments. The following table shows segment revenues for the six months ended June 30, 2011, compared to the six months ended July 1, 2010:


	Six Months Ended			Six Months Ended
	June 30, 2011			July 1, 2010
	($ in millions)
Segment Revenues
Fuselage Systems ⁽¹⁾	$	1,301.1		$	1,031.4
Propulsion Systems		590.7			546.4
Wing Systems ⁽¹⁾		617.4			515.8
All Other		6.0			5.7

	$	2,515.2		$	2,099.3


Segment Operating Income
Fuselage Systems ⁽¹⁾ ⁽²⁾	$	142.1		$	156.8
Propulsion Systems		89.0			67.0
Wing Systems ⁽¹⁾ ⁽³⁾		(13.8	)		47.2
All Other		0.5			(2.2	)

		217.8			268.8
Unallocated corporate SG&A		(72.7	)		(69.7	)
Unallocated research and development		(1.0	)		(1.5	)
Unallocated cost of sales ⁽⁴⁾		(10.9	)		(18.9	)

Total operating income	$	133.2		$	178.7


(1)		Includes recognition of deferred revenue associated with the B787 Amendment in the first half of 2011.

(2)		Net of $28.2 forward-loss recorded for the Sikorsky CH-53K program in the first half of 2011.

(3)		Net of $53.3 million forward-loss recorded for the G280 program in the first half of 2011.

(4)		Includes charges in the first half of 2011 of $9.0 million change in estimate to increase warranty and extraordinary rework reserves and $1.8 million in early retirement incentives for eligible UAW-represented employees. Includes a charge in the second quarter of 2010 of $18.9 million related to the grant of shares to employees represented by the IAM in connection with the ratification of a new ten-year labor contract on June 25, 2010.

Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 52%, 23%, 25% and less than 1%, respectively, of our net revenues for the six months ended June 30, 2011. Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 66%, 40%, (6%) and less than 1%, respectively, of our operating income before unallocated corporate expenses for the six months ended June 30, 2011.

Fuselage Systems. Fuselage Systems segment net revenues for the six months ended June 30, 2011 were $1,301.1 million, an increase of $269.7 million, or 26%, compared to the same period in the prior year. The increase in net revenues is due to the recognition of deferred revenue associated with the B787 Amendment and a slight increase in net revenues related to higher production volume on certain Boeing Models and non-production revenue during the first half of 2011. Fuselage Systems posted segment operating margins of 11% for the first six months of 2011, down from 15% segment operating margins for the same period in the prior year, primarily due to a $28.2 million forward-loss on our Sikorsky CH-53K contract and the zero margin adjustments associated with B787 Amendment negatively impacting operating margin as a percentage of net revenues.

Propulsion Systems. Propulsion Systems segment net revenues for the six months ended June 30, 2011 were $590.7 million, an increase of $44.3 million, or 8%, compared to the same period in the prior year. The increase in net revenues is due to the increase in B747 deliveries and additional aftermarket volume. Propulsion Systems posted segment operating margins of 15% for the first six months of 2011, up from 12% for the same period in the prior year. In the first six months of 2011, the segment realized a favorable cumulative catch-up adjustment of $4.2 million, primarily driven by productivity and efficiency improvements, as compared to no cumulative catch-up adjustment in the same period in 2010.

Wing Systems. Wing Systems segment net revenues for the six months ended June 30, 2011 were $617.4 million, an increase of $101.6 million, or 20%, compared to the same period in the prior year. The increase in net revenues is due to the recognition of deferred revenue associated with the B787 Amendment. Wing Systems posted negative segment operating margins of (2%) for the first six months of 2011 down from 9% for the same period in the prior year. In the first half of 2011, we recorded a $53.3 million forward-loss charge on our G280 wing contract as a result of additional cost growth and our decision to move that program to North Carolina as part of our cost restructuring plan. We continue to record zero margins on the B787 program, as the adjustments related to the B787 Amendment negatively impacted segment operating margins as a percentage of net revenue for the first half of 2011.

All Other. All Other segment net revenues consist of sundry sales of miscellaneous services, tooling contracts, and revenues from the KIESC. For the six months ended June 30, 2011, All Other segment net revenues were $6.0 million, an increase of $0.3 million, or 5%, compared to the same period in the prior year. The All Other segment recorded 9% operating margins for the first six months of 2011, up from (39%) negative segment operating margins for the same period in the prior year, primarily as the result of a $2.8 million charge recorded on our tooling contract for the G280 program in the first half of 2010.

Liquidity and Capital Resources

The primary sources of our liquidity include cash on hand, cash flow from operations, which include advance payments and receivables from customers, borrowings available under our revolving credit facility and proceeds from our bond issuances. Our liquidity requirements and working capital needs depend on a number of factors, including delivery rates and payment terms under our contracts, the level of research and development expenditures related to new programs, capital expenditures, growth and contractions in the business cycle, contributions to our union-sponsored benefit plans and interest and principal payments on our indebtedness.

As of June 30, 2011 we had $154.1 million of cash and cash equivalents on the balance sheet and $629.9 million of available borrowing capacity under our revolving credit facility. Based on our planned levels of operations and our strong liquidity position, we currently expect that our cash on hand, cash flow from operations and borrowings available under our revolving credit facility will be sufficient to fund our operations, inventory growth, planned capital investments, research and development expenditures and scheduled debt service payments for at least the next twelve months.

Cash Flows

The following table provides a summary of our cash flows for the six months ended June 30, 2011 and July 1, 2010:


	For the Six Months Ended
	June 30, 2011			July 1, 2010
	($ in millions)
Net income	$	64.7		$	110.6
Adjustments to reconcile net income		70.2			71.1
Changes in working capital		(376.8	)		(299.0	)

Net cash (used in) operating activities		(241.9	)		(117.3	)
Net cash (used in) investing activities		(84.0	)		(131.3	)
Net cash (used in) financing activities		(2.9	)		(2.8	)

Effect of exchange rate change on cash and cash equivalents		1.3			—

Net decrease in cash and cash equivalents for the period		(327.5	)		(251.4	)
Cash and cash equivalents, beginning of period		481.6			369.0

Cash and cash equivalents, end of period	$	154.1		$	117.6

Six Months Ended June 30, 2011 as Compared to Six Months Ended July 1, 2010

Operating Activities. For the six months ended June 30, 2011, we had a net cash outflow of $241.9 million from operating activities, an increase in outflow of $124.6 million, compared to a net cash outflow of $117.3 million for the same period in the prior year. The increase in cash used in operating activities in the first half of 2011 was primarily due to timing of accounts receivable and trade payables, and fewer advances and deferred revenue credits received as compared to the same period in 2010. Certain line items within working capital reflect the adjustments related to the B787 Amendment and did not contribute to the overall increase in cash outflow from operating activities. New program inventory accounted for a net decrease of $68.9 million as compared to a $231.1 million increase in inventory for the same period in the prior year. The decrease was primarily driven by the forward-loss charges recognized in the first six months of 2011 on our Sikorsky
CH-53K and G280 programs and adjustments related to the B787 Amendment, partially offset by continued investments on the B787, Gulfstream G280 and G650, Airbus A350 XWB, Sikorsky CH-53K and Rolls-Royce BR725 programs. We expect to continue investing in new program inventory in the second half of 2011 as we incur additional up-front costs to produce initial units, which traditionally have a higher cost. The mature Boeing and Airbus program inventories increased $37.0 million for the six months ended June 30, 2011, compared with an $8.0 million increase for these contracts in the same period in the prior year. In the second quarter of 2011, inventory balances on remaining programs decreased $35.8 million, including non-program specific inventory, as compared to a $70.8 million decrease for the same period in the prior year.

As a component of inventory, the amount related to the B787 program decreased by $184.9 million in the first half of 2011, compared to a $117.3 million increase in the same period of 2010, primarily due to the recognition of cost of sales associated with pricing and settlement adjustments on the B787 program, which was mostly recorded as credits to deferred production. Deferred production balances decreased by $171.6 million in the first half of 2011, compared to a $148.0 million increase in the same period of 2010. Deferred production balances represent an excess of estimated cost per ship set for units delivered under the production block over actual costs incurred for those units. The revenue we recognized upon delivery of B787 ship sets in the first half of both 2011 and 2010 did not result in cash receipts, resulting instead in the liquidation of customer advances. This will continue until cash payments for the B787 units resume, which is expected to occur prior to the delivery of the 50th unit. Additionally, increases in inventory related to the B787 will continue to consume incremental amounts of cash until the cost to build a ship set falls below the ship set price recognized at delivery.

Investing Activities. For the six months ended June 30, 2011, we had a net cash outflow of $84.0 million from investing activities, a decrease in outflow of $47.3 million, as compared to a net cash outflow of $131.3 million for the same period in the prior year. During the first six months of 2011, we invested $84.4 million in property, plant and equipment, software and program tooling, which was $46.2 million lower than during the same period in the prior year, due to the completion of our facilities in Kinston, North Carolina and Saint-Nazaire, France in 2010.

Financing Activities. For the six months ended June 30, 2011, we had a net cash outflow of $2.9 million from financing activities, an increase in outflow of $0.1 million, compared to a net cash outflow of $2.8 million for the same period in the prior year. Capital lease payments were slightly down year-over-year, partially offset by a decrease in excess tax benefits as a result of participant vesting in our Executive Incentive Plan in 2010.

Future Cash Needs and Capital Spending

Our primary future cash needs will consist of working capital, debt service, research and development and capital expenditures. We expend significant capital on research and development during the start-up phase of new programs, to develop new technologies for next generation aircraft and to improve the manufacturing processes of aircraft already in production. Research and development expenditures totaled approximately $19.3 million and $22.5 million for the six months ended June 30, 2011 and July 1, 2010, respectively.

We anticipate reaching maximum capacity for certain programs and are evaluating various plans to relieve capacity constraints for the announced customer production rate increases. Capital expenditures totaled approximately $84.4 million and $130.6 million for the six months ended June 30, 2011 and July 1, 2010, respectively. We expect to fund future capital expenditures from cash on hand, from operations and borrowings available under our revolving credit facility.

Pension and Other Post — Retirement Benefit Obligations

Our U.S. pension plan remained fully funded at June 30, 2011. Our plan investments are broadly diversified and we do not anticipate a near-term requirement to make cash contributions to our U.S. pension plan. We continue to make contributions to our U.K. pension plan. Our projected contributions to the U.K. pension plan for 2011 are $8.1 million. The projected contributions can vary based on exchange rate fluctuations.

Debt and Other Financing Arrangements

Senior Secured Credit Facilities. We are a party to a credit agreement that consists of a senior secured term loan and a senior secured revolving line of credit. On October 15, 2010, we entered into Amendment No. 3 to the credit agreement. As a result of the amendment, among other things, the revolving credit commitment was increased from $408.8 million to $650.0 million and the maturity date of the revolving credit commitment was extended to September 30, 2014. The credit agreement amendment also extended the maturity date for $437.4 million (Term B-2) of the outstanding term loan to September 30, 2016. The maturity date for the $130.2 million (Term B-1) balance of the outstanding term loan remained at September 30, 2013. The entire asset classes of Spirit, including inventory and property, plant and equipment, are pledged as collateral for both the term loan and the revolving credit facility.

As of June 30, 2011, we were and expect to continue to be in full compliance with all covenants contained within our credit agreement. As of June 30, 2011, approximately $563.3 million was outstanding under the term loan, no borrowings were outstanding under the revolving credit facility and $20.1 million of letters of credit were outstanding.

Revolving credit borrowings bear interest at a rate equal to, at Spirit’s option, (a) a base rate determined by reference to the highest of (1) the prime rate of our administrative agent (currently Bank of America, N.A.), (2) the federal funds rate plus 1/2 of 1.0%, and (3) LIBOR for an interest period of one month commencing on such date plus 1.0%, in each case plus an applicable margin, or (b) a LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, plus an applicable margin. As of the issue date, the applicable margin with respect to base rate borrowings under this portion of the revolving credit facility is 2.50% and the applicable margin with respect to LIBOR rate borrowings under this portion of the revolving credit facility is 3.50%. The applicable margin for borrowings under this portion of the revolving credit facility are subject to adjustment based on our consolidated total leverage, and may range from 2.00% to 3.00% with respect to base rate borrowings and from 3.00% to 4.00% with respect to LIBOR rate borrowings. At June 30, 2011, the Company’s total leverage ratio was 2.65:1.0 resulting in applicable margins of 3.5% per annum on LIBOR borrowings on Extending Revolving Loans and margins of 2.5% per annum on alternative base rate borrowings on Extending Revolving Loans.

Senior Notes. On November 18, 2010, we issued $300.0 million aggregate of 6 ³ / 4 % Senior Notes due 2020 (the “2020 Notes”), with interest payable on June 15 and December 15 of each year, beginning June 15, 2011. The 2020 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Spirit’s existing and future domestic subsidiaries that guarantee Spirit’s obligations under Spirit’s senior secured credit facility. The Company used the proceeds to repay borrowings under its existing senior secured revolving credit facility without any reduction of the lenders’ commitment thereunder, for general corporate purposes and to pay fees and expenses incurred in connection with the offering. The carrying value of the 2020 Notes was $300.0 million as of June 30, 2011.

On September 30, 2009, we issued $300.0 million of 7 ¹ / 2 % Senior Notes due October 1, 2017 (the “2017 Notes”), with interest payable on April 1 and October 1 of each year, beginning April 1, 2010. The 2017 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Spirit’s existing and future domestic subsidiaries that guarantee Spirit’s obligations under Spirit’s senior secured credit facility. The carrying value of the 2017 Notes was $294.5 million as of June 30, 2011.

As of June 30, 2011, we were and expect to continue to be in full compliance with all covenants contained in the indentures governing the 2020 Notes and the 2017 Notes.

Advances and Deferred Revenue on the B787 Program. In December 2010, Spirit and Boeing entered into a memorandum of agreement and a settlement agreement regarding certain claims associated with the development and production of the B787 airplane. As part of these agreements, Spirit received a payment in December which was recorded as deferred revenue (short-term) within the consolidated balance sheet pending finalization of a contract amendment which would contain the final settlement terms. On May 12, 2011, Spirit and Boeing formally amended the B787 Supply Agreement finalizing substantially all of the provisions of the December 2010 MOA. Among other things, the B787 Amendment spread out repayment of the $700.0 million cash advance made by Boeing to Spirit in 2007 to be offset against the purchase price of the first 1,000 B787 ship sets delivered to Boeing, instead of the first 500 ship sets. In the event Boeing does not take delivery of 1,000 ship sets prior to the termination of the B787 program or Supply Agreement, any advances not then repaid will be applied against any outstanding payments then due by Boeing to us, and repayment of any remaining balance has been spread out proportionally, with payments due on December 15th of each year until the balance of the advance payment has been fully recovered by Boeing. Advance payments made to Spirit in 2008 in the amount of $396.0 million for production articles will continue to be applied against the full purchase price of the ship sets delivered until fully repaid, which is expected to occur before the delivery of the 50th ship set. The B787 Amendment also changed the treatment of advances paid by Boeing for certain nonrecurring work into a nonrefundable payment in full for such work.

North Carolina Grant. On May 14, 2008, we entered into an Inducement Agreement, a Construction Agency Agreement and a Lease Agreement with The North Carolina Global TransPark Authority (“GTPA”) for the construction and lease of a manufacturing facility in Kinston, North Carolina (the “NC Facility”). The lease is for an initial term of 22 years, with options for up to four additional 20-year terms, and provides nominal rental payments. The grand opening of the facility was held July 1, 2010.

Construction was funded from a $100.0 million grant, awarded to GTPA by the Golden L.E.A.F. (Long-Term Economic Advancement Foundation), Inc. Under the agreements, Spirit is obligated to make a minimum capital investment of $80.0 million by 2014. Failure to make the additional required investment or meet certain performance criteria, including creation of targeted number of jobs, will result in additional payments to GTPA in future periods. As of June 30, 2011, $100.0 million of the grant funding had been disbursed and $100.0 million of Spirit’s obligated capital investment had been made, and we expect to meet all performance criteria. We currently manufacture a portion of the fuselage and the Composite Front Spar for the new Airbus A350 XWB aircraft at the NC Facility.

Malaysian Facility Agreement. On June 2, 2008, Spirit Malaysia entered into a Facility Agreement (“Facility Agreement”) for a term loan facility for Ringgit Malaysia RM 69.2 million (approximately USD $20.0 million equivalent) (the “Malaysia Facility”), with the Malaysian Export-Import Bank. The Malaysia Facility requires quarterly principal repayments of RM 3.3 million (USD $1.0 million) from September 2011 through May 2017 and quarterly interest payments payable at a fixed interest rate of 3.5% per annum. The Malaysia Facility loan balance as of June 30, 2011 was $18.4 million.

Saint-Nazaire Project Capital Lease Agreement . On July 17, 2009, the Company’s indirect wholly-owned subsidiary, Spirit AeroSystems France SARL (“Spirit France”) entered into a capital lease agreement for €9.0 million (approximately USD $13.1 million equivalent) with a subsidiary of BNP Paribas Bank to be used towards the construction of an assembly plant in Saint-Nazaire, France (the “Saint-Nazaire Project”). The Saint-Nazaire Project was completed in the fourth quarter of 2010 and is expected to be operational during 2011. Lease payments are variable, subject to the three month Euribor rate plus 2.2%. Lease payments under the agreement are due quarterly through April 2025. As of June 30, 2011, the Saint-Nazaire project capital lease balance was $13.1 million.

Credit Ratings

Our corporate credit ratings at Standard & Poor’s Rating Services and Moody’s Investor Service remain unchanged at BB and Ba2, respectively.

Our credit ratings are reviewed periodically by the rating agencies listed above.

The credit rating agencies consider many factors when assigning their ratings, such as the global economic environment and its possible impact on our financial performance, including certain financial metrics used by the rating agencies in determining our credit ratings. Accordingly, it is possible the rating agencies could downgrade our credit ratings from their current levels. This could significantly influence the interest rate of any future debt financings.

A debt security credit rating is not a recommendation to buy, sell or hold a security. Each rating is subject to revision or withdrawal at any time by the assigning rating organization. Each rating agency has its own methodology for assigning ratings. Accordingly, each rating should be considered independent of other ratings.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains certain “forward-looking statements” that may involve many risks and uncertainties. Forward-looking statements reflect our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “intend,” “estimate,” “believe,” “project,” “continue,” “plan,” “forecast,” or other similar words, or the negative thereof, unless the context requires otherwise. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements.

Important factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following:

	•		our ability to continue to grow our business and execute our growth strategy, including the timing and execution of new programs;

	•		our ability to perform our obligations and manage costs related to our new commercial and business aircraft development programs and the related recurring production;

	•		potential reduction in the build rates of certain Boeing aircraft including, but not limited to, the B737 program, the B747 program, the B767 program and the B777 program, and build rates of the Airbus A320 and A380 programs, which could be negatively impacted by continuing weakness in the global economy and economic challenges facing commercial airlines, and by a lack of business and consumer confidence and the impact of continuing instability in the global financial and credit markets, including, but not limited to, sovereign debt concerns in Europe;

	•		declining business jet manufacturing rates and customer cancellations or deferrals as a result of the weakened global economy;

	•		the success and timely execution of key milestones such as certification and delivery of Boeing’s new B787 and Airbus’ new A350 XWB (Xtra Wide-Body) aircraft programs, including first flight for the Airbus A350 XWB, receipt of necessary regulatory approvals and customer adherence to their announced schedules;

	•		our ability to enter into supply arrangements with additional customers and the ability of all parties to satisfy their performance requirements under existing supply contracts with Boeing and Airbus, our two major customers, and other customers and the risk of nonpayment by such customers;

	•		any adverse impact on Boeing’s and Airbus’ production of aircraft resulting from cancellations, deferrals or reduced orders by their customers or from labor disputes or acts of terrorism;

	•		any adverse impact on the demand for air travel or our operations from the outbreak of diseases or epidemic or pandemic outbreaks;

	•		returns on pension plan assets and the impact of future discount rate changes on pension obligations;

	•		our ability to borrow additional funds or refinance debt;

	•		competition from original equipment manufacturers and other aerostructures suppliers;

	•		the effect of governmental laws, such as U.S. export control laws and anti-bribery laws such as the Foreign Corrupt Practices Act, environmental laws and agency regulations, both in the U.S. and abroad;

	•		the cost and availability of raw materials and purchased components;

	•		our ability to successfully extend or renegotiate our primary collective bargaining contracts with our labor unions;

	•		our ability to recruit and retain highly skilled employees and our relationships with the unions representing many of our employees;

	•		spending by the U.S. and other governments on defense;

	•		the possibility that our cash flows and borrowing facilities may not be adequate for our additional capital needs or for payment of interest on and principal of our indebtedness and the possibility that we may be unable to borrow additional funds or refinance debt;

	•		our exposure under our existing senior secured revolving credit facility to higher interest payments should interest rates increase substantially;

	•		the effectiveness of our interest rate and foreign currency hedging programs;

	•		the outcome or impact of ongoing or future litigation and regulatory actions; and

	•		our exposure to potential product liability and warranty claims.

These factors are not exhaustive and it is not possible for us to predict all factors that could cause actual results to differ materially from those reflected in our forward-looking statements. These factors speak only as of the date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. Except to the extent required by law, we undertake no obligation to, and expressly disclaim any obligation to, publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should review carefully the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2010 Form 10-K and in this Quarterly Report for a more complete discussion of these and other factors that may affect our business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a result of our operating and financing activities, we are exposed to various market risks that may affect our consolidated results of operations and financial position. These market risks include fluctuations in commodity pricing, interest rates, and foreign currency exchange rates, which impact the amount of interest we must pay on our variable rate debt. In addition to other information set forth in this report, you should carefully consider the factors discussed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our 2010 Form 10-K, which could materially affect our business, financial condition or results of operations. There have been no material changes to our market risk since the filing of our 2010 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our President and Chief Executive Officer and Senior Vice President and Chief Financial Officer have evaluated our disclosure controls as of June 30, 2011 and have concluded that these disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the second quarter of 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II — OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding any recent material development relating to our legal proceedings since the filing of our 2010 Form 10-K is included in Note 18 to our condensed consolidated financial statements included in Part I of this Quarterly Report and is incorporated herein by reference.

Item 1A. Risk Factors

In addition to other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors,” in our 2010 Form 10-K, which could materially affect our business, financial condition or results of operations. Other than the modifications to the risk factors set forth below, there have been no material changes to the Company’s risk factors previously disclosed in our 2010 Form 10-K.

Because we depend on Boeing and, to a lesser extent, Airbus, as our largest customers, our sales, cash flows from operations and results of operations will be negatively affected if either Boeing or Airbus reduces the number of products it purchases from us or if either experiences business difficulties.

Currently, Boeing is our largest customer and Airbus is our second-largest customer. For the twelve months ended December 31, and the six months ended June 30, 2011, approximately 83% and 11% and 87% and 9% of our net revenues were generated from sales to Boeing and Airbus, respectively. Although our strategy, in part, is to diversify our customer base by entering into supply arrangements with additional customers, we cannot give any assurance that we will be successful in doing so. Even if we are successful in obtaining and retaining new customers, we expect that Boeing and, to a lesser extent, Airbus, will continue to account for a substantial portion of our sales for the foreseeable future. Although we are a party to various supply contracts with Boeing and Airbus which obligate Boeing and Airbus to purchase all of their requirements for certain products from us, those agreements generally do not require specific minimum purchase volumes. In addition, if we breach certain obligations under these supply agreements and Boeing or Airbus exercises its right to terminate such agreements, our business will be materially adversely affected. Boeing and Airbus have the contractual right to cancel their supply agreements with us for convenience, which could include the termination of one or more aircraft models or programs for which we supply products. Although Boeing and Airbus would be required to reimburse us for certain expenses, there can be no assurance these payments would adequately cover our expenses or lost profits resulting from the termination. In addition, we have agreed to a limitation on recoverable damages if Boeing wrongfully terminates our main supply agreement with respect to any model or program. If this occurs, we may not be able to recover the full amount of our actual damages.

Furthermore, if Boeing or Airbus (1) experiences a decrease in requirements for the products which we supply to it; (2) experiences a major disruption in its business, such as a strike, work stoppage or slowdown, a supply-chain problem or a decrease in orders from its customers; or (3) files for bankruptcy protection; our business, financial condition and results of operations could be materially adversely affected.

Both Boeing and Airbus contract with Japanese suppliers for parts for their commercial airplanes. In particular, Boeing contracts with Japanese suppliers to produce major aerostructures for the B787. If, as a result of the effects of the earthquake and tsunami that occurred recently in Japan, any of Boeing’s or Airbus’ Japanese suppliers are unable to deliver sufficient quantities of parts in a timely manner, it could result in a slowdown of production of certain Boeing or Airbus aircraft, which could have a material adverse impact on our results of operations.

Interruptions in deliveries of components or raw materials, or increased prices for components or raw materials used in our products could delay production and/or materially adversely affect our financial performance, profitability, margins and revenues.

We are highly dependent on the availability of essential materials and purchased components from our suppliers, some of which are available only from a sole source or limited sources. Our dependency upon regular deliveries from particular suppliers of components and raw materials means that interruptions or stoppages in such deliveries could materially adversely affect our operations until arrangements with alternate suppliers, to the extent alternate suppliers exist, could be made. If any of our suppliers were unable or refused to deliver materials to us for an extended period of time, or if we were unable to negotiate acceptable terms for the supply of materials with these or alternative suppliers, our business could suffer.

Moreover, we are dependent upon the ability of our suppliers to provide materials and components that meet specifications, quality standards and delivery schedules. Our suppliers’ failure to provide expected raw materials or component parts that meet our technical specifications could adversely affect production schedules and contract profitability. We may not be able to find acceptable alternatives, and any such alternatives could result in increased costs for us and possible forward losses on certain contracts. Even if acceptable alternatives are found, the process of locating and securing such alternatives might be disruptive to our business and might lead to termination of our supply agreements with our customers.

Our continued supply of materials is subject to a number of risks including:

	•		the destruction of our suppliers’ facilities or their distribution infrastructure;

	•		a work stoppage or strike by our suppliers’ employees;

	•		the failure of our suppliers to provide materials of the requisite quality or in compliance with specifications;

	•		the failure of essential equipment at our suppliers’ plants;

	•		the failure of our suppliers to satisfy U.S. and international import and export control laws for goods that we purchase from such suppliers;

	•		the failure of suppliers to meet regulatory standards;

	•		the failure, shortage or delays in the delivery of raw materials to our suppliers;

	•		contractual amendments and disputes with our suppliers; and

	•		inability of suppliers to perform as a result of the weakened global economy or otherwise.

We contract with a number of suppliers in Japan. As a result of the effects of the earthquake and tsunami that occurred recently in Japan, our Japanese suppliers may be unable to deliver sufficient quantities of components or may be unable to deliver components in a timely manner, which could materially adversely affect our results of operations.

In addition, our profitability is affected by the prices of the components and raw materials, such as titanium, aluminum and carbon fiber, used in the manufacturing of our products. These prices may fluctuate based on a number of factors beyond our control, including world oil prices, changes in supply and demand, general economic conditions, labor costs, competition, import duties, tariffs, currency exchange rates and, in some cases, government regulation. Although our supply agreements with Boeing and Airbus allow us to pass on certain unusual increases in component and raw material costs in limited situations, we may not be fully compensated by the customer for the entirety of any such increased costs.

Item 5. Other Information

On August 2, 2011, upon approval by Holding’s Board of Directors, Holding’s Long-term and Short-Term Incentive Plans were amended to contain party definition refinements, tax provisions, retiree qualifications and change in control provisions.

Item 6. Exhibits


Article I.
Exhibit
Number		Section 1.01 Exhibit
10.1		Spirit AeroSystems Holdings, Inc. Third Amended and Restated Long-Term Incentive Plan. (1)

10.2		Spirit AeroSystems Holdings, Inc. Amended and Restated Short-Term Incentive Plan. (2)

10.3*		Spirit AeroSystems Holdings, Inc. Second Amended and Restated Short-Term Incentive Plan.

10.4*		Spirit AeroSystems Holdings, Inc. Fourth Amended and Restated Long-Term Incentive Plan.

14.1		Code of Ethics

		(i) Spirit AeroSystems Holdings, Inc. Code of Ethics and Business Conduct, as amended. *

		(ii) Spirit AeroSystems Holdings, Inc. Code of Conduct for Finance Employees. (3)

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101.INS**		XBRL Instance Document.

101.SCH**		XBRL Taxonomy Extension Schema Document.

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document.


(1)		Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-174951), filed with the SEC on June 17, 2011, Exhibit 99.1

(2)		Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-150401), filed with the SEC on April 23, 2008 Exhibit 99.1

(3)		Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-33160), filed March 5, 2007, Exhibit 14.1

*		Filed herewith

**		Furnished herewith

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SPIRIT AEROSYSTEMS HOLDINGS, INC.


Signature	Title	Date

/s/ Philip D. Anderson	Senior Vice President and Chief	August 5, 2011
Philip D. Anderson	Financial Officer (Principal Financial Officer)

Exhibit 10.3

Spirit AeroSystems Holdings, Inc. Second Amended and Restated Short-Term Incentive Plan

August 2, 2011

SPIRIT AEROSYSTEMS HOLDINGS, INC.
SECOND AMENDED AND RESTATED SHORT-TERM INCENTIVE PLAN

Table of Contents


	Page
ARTICLE I — PURPOSE		1

Section 1.01. Purpose		1

ARTICLE II — DEFINITIONS		1

Section 2.01. Affiliate		1
Section 2.02. Beneficiary or Beneficiaries		2
Section 2.03. Board of Directors		2
Section 2.04. Change in Control		2
Section 2.05. Code		2
Section 2.06. Committee		2
Section 2.07. Company		2
Section 2.08. Effective Date		2
Section 2.09. Employee		2
Section 2.10. Employer		2
Section 2.11. Onex		2
Section 2.12. Participant		3
Section 2.13. Person		3
Section 2.14. Plan		3
Section 2.15. Plan Year		3
Section 2.16. Qualifying Retirement		3
Section 2.17. Separation from Service		3
Section 2.18. Shares		3
Section 2.19. Sole Discretion		3

ARTICLE III — ELIGIBILITY		3

Section 3.01. Eligibility		3

ARTICLE IV — BENEFITS		4

Section 4.01. Benefits		4
Section 4.02. Grants of Shares		4
Section 4.03. Lapse Restriction		5
Section 4.04. Additional Conditions		6
Section 4.05. Restriction on Transfer of Shares		6
Section 4.06. Dividends		6
Section 4.07. Limitations on Stockholder Rights		6

-i-


	Page
Section 4.08. Certificates and Legends		6

ARTICLE V — PAYMENT OF BENEFITS		7

Section 5.01. Payment of Cash Benefits		7
Section 5.02. Payments in the Event of Death		7

ARTICLE VI — SOURCE OF BENEFITS		8

Section 6.01. Source of Benefits		8
Section 6.02. Multiple Employers		8

ARTICLE VII — ADMINISTRATION		8

Section 7.01. Committee		8
Section 7.02. Reliance on Certificates, etc.		9
Section 7.03. Plan Records		9

ARTICLE VIII — AMENDMENT AND TERMINATION		9

Section 8.01. Amendment		9
Section 8.02. Termination		9

ARTICLE IX — RESTRICTIONS ON ALIENATION		10

Section 9.01. Restrictions on Alienation		10

ARTICLE X — MISCELLANEOUS		10

Section 10.01. Effective Date		10
Section 10.02. Transfers and Payments Net of Withholding		10
Section 10.03. Binding on Successors		11
Section 10.04. Adoption by Other Employers		11
Section 10.05. Minors and Incompetents		11
Section 10.06. Erroneous Payments		11
Section 10.07. Headings		12
Section 10.08. Notices		12
Section 10.09. Severability		12
Section 10.10. No Contract of Employment		12
Section 10.11. Certain Limitations		12
Section 10.12. State Law		12
Section 10.13. Government and Other Regulations		12
Section 10.14. Nonexclusivity of the Plan		12

-ii-

SPIRIT AEROSYSTEMS HOLDINGS, INC.
SECOND AMENDED AND RESTATED SHORT-TERM INCENTIVE PLAN

W I T N E S S E T H : That;

WHEREAS, the Company sponsors and maintains the Spirit AeroSystems Holdings, Inc. Short-Term Incentive Plan, pursuant to which specified incentive benefits are provided to Participants in the form of cash or shares of the Company’s common stock, or both, on the terms and conditions set forth herein; and

WHEREAS, the Company desires to amend the Plan; and

WHEREAS, it has become desirable to amend and restate the Plan in its entirety; and

WHEREAS, the Board of Directors of the Company has reviewed the terms and provisions hereof and found them satisfactory.

NOW, THEREFORE, effective as of the Effective Date, the Company hereby adopts this amended and restated Plan on the terms and conditions set forth herein, which Plan will be known as the “Spirit AeroSystems Holdings, Inc. Second Amended and Restated Short-Term Incentive Plan” (the “Plan”).

ARTICLE I — PURPOSE

Section 1.01. Purpose . The purpose of the Plan is to provide specified incentive benefits, in the form of cash or Shares or both, to Employees who are eligible to participate in the Plan, subject to certain conditions and restrictions, as set forth in the Plan. The maximum aggregate number of Shares that may be granted to Participants under the Plan shall be 2,800,000 shares of the Company’s Class A common stock.

ARTICLE II — DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings, unless the context clearly indicates otherwise.

Section 2.01. Affiliate means, with respect to any Person, (a) any director or executive officer of such Person; (b) any spouse, parent, sibling, descendant or trust for the exclusive benefit of such Person or his or her spouse, parent, sibling or descendant (or the spouse, parent, sibling or descendant of any director or executive officer of such Person); and (c) any other Person that, directly or indirectly, controls or is controlled by or is under common control with such Person. For the purpose of this definition, (i) “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common

- 1 -

control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, status as a general partner, or by contract or otherwise; and (ii) Onex shall be deemed to control any Person controlled by Gerald W. Schwartz so long as Mr. Schwartz controls Onex Corporation.

Section 2.02. Beneficiary or Beneficiaries means the person, persons, entity, or entities entitled to receive any benefits under this Plan pursuant to the designation of the Participant (or in default of such designation) as provided in Section 5.02 hereof.

Section 2.03. Board of Directors means the Board of Directors of the Company.

Section 2.04. Change in Control means (i) a transaction pursuant to which a Person, or more than one Person acting as a group (in either case, however, excluding Onex), acquires more than 50% of the total voting power of the stock of the Company (including, but not limited to, acquisition by merger, consolidation, recapitalization, reorganization or sale or transfer of the Company’s equity interests); (ii) a merger or consolidation involving the Company in which the Company is not the surviving entity; or (iii) a transaction that is a sale or transfer of all or substantially all of the assets of the Company or Spirit AeroSystems, Inc. to a Person other than Onex, if all or substantially all of the proceeds from such transaction are distributed to the stockholders of the Company.

Section 2.05. Code means the Internal Revenue Code of 1986, as amended.

Section 2.06. Committee means the Board of Directors or a committee appointed by, and serving at the pleasure of, the Board of Directors for purposes of administering the Plan, which committee shall operate under rules and procedures established by the Board of Directors from time to time for such purpose.

Section 2.07. Company means Spirit AeroSystems Holdings, Inc., a Delaware corporation, or its successor.

Section 2.08. Effective Date has the meaning set forth in Section 10.01.

Section 2.09. Employee means a consultant or independent contractor of the Employer or any individual who is employed and compensated (by a payroll check issued directly from the Employer or Employer agent to the Employee or direct payroll deposit made to the Employee’s account by the Employer or Employer agent) by the Employer.

Section 2.10. Employer means the Company, Spirit AeroSystems, Inc. (or its successor), and any other entity that adopts this Plan with the consent and approval of the Committee.

Section 2.11. Onex means Onex Partners LP, Onex Corporation or any Affiliate of Onex Partners or Onex Corporation, including, for purposes of this Plan, (a) any Person which has granted to Onex Partners, Onex Corporation or any of their respective Affiliates

- 2 -

the right to vote or dispose of such Person’s Shares; and (b) any employee, officer or director of Onex Corporation.

Section 2.12. Participant means an Employee who has been designated by the Committee as eligible to participate in this Plan pursuant to Section 3.01. Where the context requires, the term “Participant” also shall include a former Participant.

Section 2.13. Person means an individual, trust, estate, partnership, limited liability company, association, corporation, or other entity.

Section 2.14. Plan means this Spirit AeroSystems Holdings, Inc. Second Amended and Restated Short-Term Incentive Plan, as amended.

Section 2.15. Plan Year means the 12-month period commencing January 1 each year.

Section 2.16. Qualifying Retirement means, with respect to a Participant, a Separation from Service that is a voluntarily termination of employment with the Employer (but not a death, discharge, or other involuntary termination of employment) on or after attaining age 55 with at least 10 years of service or, alternatively, on or after attaining age 60 with at least 5 years of service.

Section 2.17. Separation from Service means the termination of employment (including termination of a consulting or independent contractor arrangement) with the Employer. The term includes, but is not limited to, a termination which arises from a Participant’s death, disability, discharge (with or without cause), or voluntary termination. In the case of an employee, the term shall not include any temporary absences due to vacation, sickness, or other leaves of absence granted to a Participant by the Employer. A Separation from Service shall not be deemed to occur, however, upon a transfer involving any combination of any entity comprising the Employer.

Section 2.18. Shares means shares of the Company’s common stock.

Section 2.19. Sole Discretion means the right and power to decide a matter, which right may be exercised arbitrarily at any time and from time to time.

ARTICLE III — ELIGIBILITY

Section 3.01. Eligibility . The Committee shall have the unrestricted right and power, which may be exercised in its Sole Discretion at any time and from time to time, to designate Employees who are eligible to participate in this Plan. The Committee also shall have the right, in its Sole Discretion, to terminate an individual’s future participation in this Plan.

- 3 -

ARTICLE IV — BENEFITS

Section 4.01. Benefits . For each Plan Year, the Committee will establish performance targets or goals and corresponding incentive benefits available to Participants under the Plan, which may be revised by the Committee at any time, in its Sole Discretion. Benefits may be offered under the Plan in the form of cash, Shares, or both, in such amounts as the Committee may determine in its Sole Discretion. Except as otherwise provided in this Plan, a Participant will be entitled to receive benefits under the Plan only if the Participant is employed by the Employer continuously throughout the Plan Year, to include the last day of the Plan Year. No Participant shall have the right or be offered the opportunity to elect the form or amount of the Participant’s benefit under the Plan, it being within the Sole Discretion of the Committee to determine the form and amount of benefits to be offered under the Plan (if any). Grants of Shares under the Plan may be made only in shares of the Company’s Class A common stock.

In the event of a Participant’s Qualifying Retirement, the Participant will have a benefit under the Plan for the Plan Year in which the Qualifying Retirement occurs determined as follows: (1) the performance metrics established under the Plan for that Plan Year will be measured as of the last day of the Plan Year at the same time and in the same manner as measured for all other Participants; (2) if performance for the Plan Year is such that any benefits are otherwise payable under the Plan for that Plan Year, the affected Participant will receive a prorated award for that Plan Year determined by multiplying the full-year award (if any) that would be payable under the Plan if the Participant had remained employed for the entire Plan Year by a fraction, the numerator of which is the number of whole or partial months in the calendar year through the date of the Qualifying Retirement and the denominator of which is 12; and (3) the benefits (if any) payable under the foregoing terms will be paid 100% in cash (i.e., no portion of the benefit will be paid in Shares), at the time and in the manner provided under Section 5.01.

Section 4.02. Grants of Shares . In the event Shares are granted to a Participant under the Plan (which Shares shall be subject to the restrictions contained in this Plan and are referred to in this Plan as “Restricted Shares”), the Committee may establish such terms, conditions, restrictions, or procedures related to the grant as the Committee deems necessary or appropriate, including, but not limited to, requiring, as a condition precedent to such grant that a Participant execute a shareholders’ agreement or other documents or agreements as the Committee deems necessary or appropriate, in such form and substance as may be satisfactory to the Committee, in its Sole Discretion.

- 4 -

Participation by a Participant in any grant of Restricted Shares under the Plan shall neither limit nor require participation by the Participant in any other benefits under Plan, it being within the Sole Discretion of the Committee to determine the individuals eligible to participate in the Plan and in a grant of Shares or other award of benefits under the Plan. The Restricted Shares may be either previously issued Shares that have been reacquired by the Company or authorized but unissued Shares, as the Board of Directors shall from time to time determine. If any Restricted Shares granted under the Plan are subsequently forfeited, such Shares shall again become available to be granted under the Plan.

Although Restricted Shares granted under the Plan are subject to certain lapse restrictions set forth in this Article IV and are substantially nonvested upon grant, grants of such Shares are intended to constitute transfers of such Shares within the meaning of Code Section 83 upon grant. Accordingly, Participants receiving grants of Restricted Shares under the Plan will be eligible to make an election under Code Section 83(b) with respect to Restricted Shares at the time such Shares are granted, subject to complying with all applicable requirements for making such an election, including, but not limited to, the requirement that such election be made within 30 days after the date of transfer.

Section 4.03. Lapse Restriction . Restricted Shares granted under the Plan to a Participant will be substantially nonvested upon grant and will be subject to restrictions that will lapse only if the Participant is credited with one year of service after the date such Shares are granted to the Participant. A Participant shall be credited with one year of service after the date Shares are granted to the Participant if the Participant is continuously performing services (or deemed to be continuously performing services) for the Employer for the 12-month period ending on the anniversary of the date the Restricted Shares are granted to the Participant. However, the Committee may at any time, in its Sole Discretion, credit a Participant with a year of service after the date Restricted Shares are granted to the Participant or otherwise accelerate vesting or remove restrictions with respect to Restricted Shares granted under the Plan, if the Committee determines, in its Sole Discretion, it is in the best interests of the Company to do so. In addition:

	A.		In the event of a Change in Control, each Participant who is employed by the Employer on the date of the closing of the Change in Control or who was involuntarily terminated by the Employer without cause during the 90-day period ending on the date of the closing of the Change in Control will be automatically fully (100%) vested with respect to all of the Restricted Shares previously granted under the Plan (and not previously forfeited) so that, immediately prior to the closing of the Change in Control, such Shares will no longer be subject to any lapse restriction or risk of forfeiture imposed in connection with this Plan.

	B.		In the event of a Participant’s Qualifying Retirement, the Participant will be automatically fully (100%) vested with respect to all of the Restricted Shares previously granted under the Plan (but not forfeited) so that, immediately prior to the Qualifying Retirement, such Shares will no longer be subject to any lapse restriction or risk of forfeiture imposed in connection with this Plan.

- 5 -

Restricted Shares granted to a Participant shall be deemed to have been granted as of the date designated and prescribed by the Committee. Except as provided above, if a Separation from Service occurs during the 12-month period following the grant of Restricted Shares, the nonvested Restricted Shares will be forfeited and will again be available for grant under the Plan.

Section 4.04. Additional Conditions . Shares acquired under the Plan shall be subject to any and all terms, conditions, and restrictions set forth in the Company’s certificate of incorporation and bylaws, as well as the Stockholders Agreement and any other agreement entered into with respect to such Shares.

Section 4.05. Restriction on Transfer of Shares . Shares acquired under this Plan shall be subject to such conditions and restrictions on transfer as are set forth in the Company’s certificate of incorporation and bylaws, as well as any stockholders agreement and any other agreement entered into with respect to such Shares. Any voluntary or involuntary sale, assignment, transfer, or exchange of Shares acquired under the Plan that fails to satisfy or comply with any applicable condition or restriction on such sale, assignment, transfer, or exchange shall be void and of no effect and shall not bind or be recognized by the Company. No Shares may be transferred unless the transferee first executes, acknowledges, and delivers to the Company such instruments as the Company may deem necessary or advisable to effect the transfer.

Section 4.06. Dividends . Dividends declared by the Board of Directors with respect to Shares shall, with respect to any Restricted Shares, be cumulated and paid to the Participant only if and at the time, and to the extent that, the restrictions imposed with respect to such Restricted Shares lapse in accordance with this Article IV and the Restricted Shares become substantially vested.

Section 4.07. Limitations on Stockholder Rights . Restricted Shares shall not be subject to transfer or assignment, and a Participant granted Restricted Shares will not have the right to vote such shares or otherwise exercise the rights of a stockholder in the Company with respect to Restricted Shares unless and until the restrictions imposed with respect to such Restricted Shares in accordance with this Article IV lapse and the Restricted Shares become substantially vested.

Section 4.08. Certificates and Legends . The Company may, but shall not be required to, issue certificates with respect to Restricted Shares granted under the Plan. If certificates representing Restricted Shares are issued, such certificates will bear (until, in the opinion of counsel, which opinion must be reasonably satisfactory in form and substance to counsel for the Company, it is no longer necessary or required) the following legend:

- 6 -

The securities represented by this document are subject to the terms, conditions, restrictions, and contingencies, including restrictions on transfer and risk of forfeiture, contained in the Spirit AeroSystems Holdings, Inc. Second Amended and Restated Short-Term Incentive Plan, as amended from time to time, a copy of which is on file at the principal office of Spirit AeroSystems Holdings, Inc.

ARTICLE V — PAYMENT OF BENEFITS

Section 5.01. Payment of Cash Benefits . To the extent a Participant is entitled to receive a cash benefit under Section 4.01 hereof with respect to services performed during a Plan Year, such benefit shall be payable in a lump sum as soon as administratively practicable after the end of such Plan Year, but in no event later than 2 ¹ / 2 months after the end of such Plan Year, subject to any timely election to defer payment of all or part of such benefit in accordance with the terms and provisions of the Spirit AeroSystems Holdings, Inc. Amended and Restated Deferred Compensation Plan.

Notwithstanding the foregoing, in the event of a Change in Control, cash benefits that become payable by reason of the Change in Control (see Section 4.01) will be paid as soon as administratively practicable on or after the date of the closing of the Change in Control, but in no event later than 2 ¹ / 2 months after the earlier of (i) the closing of the Change in Control; or (ii) the last day of the year in which the Participant’s employment terminates, if employment terminates prior to the closing of the Change in Control, and in all cases subject to any timely election to defer payment of all or part of such benefit in accordance with the terms and provisions of the Spirit AeroSystems Holdings, Inc. Amended and Restated Deferred Compensation Plan.

Section 5.02. Payments in the Event of Death . In the event a Participant dies before receiving all benefits payable to Participant under the Plan, payment of the remaining amounts shall be made to the Participant’s Beneficiary. The Beneficiary of a Participant shall be the person, persons, entity, or entities designated by the Participant on a beneficiary designation form provided by the Committee. A Participant shall have the right to change the Participant’s Beneficiary designation at any time; provided , however , that no change of a beneficiary shall be effective until received and accepted by the Committee. In the event a Participant dies without having a valid Beneficiary designation in force, or in the event no designated Beneficiary is alive or in being at the time of the Participant’s death, the Participant’s Beneficiary shall be deemed to be the Participant’s surviving spouse or, if the Participant leaves no surviving spouse, the Participant’s estate.

If the Committee has any doubt as to the proper person(s) or entity(ies) to receive payments hereunder, it shall have the right to withhold payment until the matter is finally adjudicated. Any payment made in good faith and in accordance with the provisions of the Plan and a Participant’s beneficiary designation form shall fully discharge the Employer from all further obligations with respect to such payment.

- 7 -

ARTICLE VI — SOURCE OF BENEFITS

Section 6.01. Source of Benefits . Amounts payable hereunder shall be paid exclusively from the general assets of the Employer. The Employer’s obligation under this Plan shall constitute a mere promise to pay benefits in the future, and no person entitled to payment hereunder shall have any claim, right, security interest, or other interest in any fund, trust, account, insurance contract, or other asset of Employer. The Employer is not obligated to invest in any specific assets or fund, but it may invest in any asset or assets it deems advisable in order to provide a means for the payment of any liabilities under this Plan and may contribute amounts to a trust conforming to the requirements of Revenue Procedure 92-64, as amended. With respect to cash benefits (if any), each Participant shall be an unsecured general creditor of the Employer and shall have no interest whatsoever in any such assets or fund. The Employer’s liability for the payment of benefits hereunder shall be evidenced only by this Plan.

Section 6.02. Multiple Employers . In the event a Participant is or has been employed by two or more Employers and is entitled to a benefit from more than one Employer under this Plan, the liability for the payment of such Participant’s benefits under this Plan shall be apportioned among the Employers based upon a determination made by the Committee, in its Sole Discretion. A Participant may only secure payment of benefits from the Employer to whom the Committee has apportioned liability for the benefits.

ARTICLE VII — ADMINISTRATION

Section 7.01. Committee . The Committee shall have full power to administer this Plan in all of its details, which powers shall include, but are not limited to, the authority, in addition to all other powers provided by this Plan, to:

	A.		Determine in its Sole Discretion the eligibility of any individual to participate in the Plan;

	B.		Make discretionary interpretations regarding the terms of the Plan and make factual findings with respect to any issue arising under the Plan, including, but not limited to, the power to determine whether an individual is eligible to participate in the Plan or receive benefits under the Plan and whether an individual has incurred a Separation from Service, with its interpretation to be final and conclusive;

	C.		Compute the amounts payable for any Participant or other person in accordance with the provisions of the Plan, determine the manner and time for making such payments in accordance with the provisions of the Plan, and determine and authorize the person or persons to whom such payments will be paid;

- 8 -

	D.		Receive and review claims for benefits and render decisions respecting such claims under the Plan;

	E.		Make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of this Plan;

	F.		Appoint such agents, specialists, legal counsel, accountants, consultants, or other persons as the Committee deems advisable to assist in administering the Plan; and

	G.		Maintain all records of the Plan.

Section 7.02. Reliance on Certificates, etc . The members of the Committee, the Board of Directors, and the officers and employees of the Company shall be entitled to rely on all certificates and reports made by any duly appointed accountants and on all opinions given by any duly appointed legal counsel. Such legal counsel may be counsel for the Employer.

Section 7.03. Plan Records . In all matters related to administration of the Plan, the official determinations and records of the Plan, as made, identified, and maintained by the Committee, in its Sole Discretion, will control. In the event of any discrepancy between the official determinations and records of the Plan and any other document or communication, the official determinations and records of the Plan will control.

ARTICLE VIII — AMENDMENT AND TERMINATION

Section 8.01. Amendment . The Board of Directors reserves the right, at will, at any time and from time to time, to modify, alter, or amend this Plan (including without limitation a retroactive modification, alteration, or amendment), in whole or in part, and any such modification, alteration, or amendment shall be binding upon the Company, the Committee, each Participant, any adopting Employer, and all other persons; provided , however , that no amendment shall, without a Participant’s (or present interest Beneficiary’s) written consent, materially diminish the rights of the Participant with respect to benefits earned or grants of Shares or Restricted Shares previously made to the Participant under the Plan. Notwithstanding the foregoing, no consent shall be required and the Board of Directors shall have the right to modify, alter, or amend this Plan (including a retroactive modification, alteration or amendment), at will and at any time, if it determines, in its Sole Discretion, that such amendment is necessary to comply with applicable law, which shall include, but shall not be limited to, the right to retroactively apply any amendments necessary to comply with any provision of the Code or any judicial or administrative guidance.

Section 8.02. Termination . The Company will have no obligation whatsoever to maintain this Plan for any given length of time and may, at will and at any time, discontinue or terminate this Plan in whole or in part. In addition, an adopting Employer shall have the right to discontinue or terminate its participation in this Plan as to its Employees. Upon a

- 9 -

complete or partial termination of the Plan, each affected Participant (and present interest Beneficiary) shall be entitled to receive benefits in accordance with Article V. No complete or partial discontinuance or termination of the Plan shall, without a Participant’s (or present interest Beneficiary’s) written consent, materially diminish the rights of the Participant with respect to benefits earned or grants of Shares or Restricted Shares previously made to the Participant under the Plan.

ARTICLE IX — RESTRICTIONS ON ALIENATION

Section 9.01. Restrictions on Alienation . Until the actual receipt of any benefit under this Plan by a Participant or Beneficiary, no right or benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, assignment, transfer, pledge, encumbrance, garnishment, execution, levy, or charge of any kind, whether voluntary or involuntary, including assignment or transfer to satisfy any liability for alimony or other payments for property settlement or support of a spouse or former spouse or other relative of a Participant or Beneficiary, whether upon divorce, legal separation, or otherwise. Any attempt to anticipate, alienate, sell, assign, transfer, pledge, encumber, garnish, execute upon, levy upon, or charge any right or benefit under the Plan shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled to such benefit, and no right or benefit hereunder shall be considered an asset of such person in the event of his or her divorce, insolvency, or bankruptcy. The rights of a Participant or a Beneficiary hereunder shall not be subject in any manner to attachment or other legal process for the debts of the Participant or such Beneficiary.

ARTICLE X — MISCELLANEOUS

Section 10.01. Effective Date . This second amended and restated Plan shall be effective from and after the date of its adoption and approval by the Board of Directors (the “Effective Date”).

Section 10.02. Payments and Transfers Net of Withholding . Notwithstanding any other provision of the Plan, all transfers or payments shall be net of any amount sufficient to satisfy all federal, state, and local withholding tax requirements, and shall also be net of all amounts owed by Participant to the Employer.

- 10 -

withholding occurs; (ii) the amount of the withholdings or reductions may be withheld from other amounts payable to the Participant by the Employer, including, but not limited to, other compensation; (iii) the Participant may be required, as a condition precedent to transfer or release of the Shares, to make a payment to the Employer in an amount equal to the amount of the withholdings or reductions (e.g., by selling a sufficient number of Shares); or (iv) such other method or combination of methods as the Committee deems appropriate, in its Sole Discretion.

The Committee will have the right, in its Sole Discretion, to require, as a condition precedent to the transfer or release of any Shares granted under this Plan, that the transferee execute such agreements or documents (e.g., power of attorney) as the Committee deems necessary or appropriate.

Section 10.03. Binding on Successors . This Plan shall be binding upon all Participants, their respective heirs, and personal representatives, and upon the Employer, its successors, and assigns.

Section 10.04. Adoption by Other Employers . Any employer, corporation, or other entity with employees now in existence or hereafter formed or acquired, which is not already an Employer under this Plan, and which is otherwise legally eligible, may in the future, with the consent and approval of the Company, adopt this Plan, and thereby, from and after the specified effective date, become an Employer under this Plan. However, the sole and absolute right to amend the Plan is reserved to the Company. It shall not be necessary for the adopting corporation or entity to sign or execute the original or the amended Plan documents. The administrative powers and control of the Company as provided in the Plan, including the sole right of amendment and of appointment and removal of the Committee, shall not be diminished by reason of the participation of any such adopting entity in this Plan.

Section 10.05. Minors and Incompetents . If any person to whom a benefit is payable under this Plan is legally incompetent, either by reason of age or by reason of mental or physical disability, the Committee is authorized to cause the payments becoming due to such person to be made to another for his or her benefit without responsibility of the Company, the Employer, the Committee or the Board of Directors to see to the application of such payments. Payments made pursuant to this authority shall constitute a complete discharge of all obligations hereunder.

Section 10.06. Erroneous Payments . If any person receives any amount of benefits that the Committee in its Sole Discretion later determines that such person was not entitled to receive under the terms of the Plan, such person shall be required to immediately make reimbursement to the Employer. In addition, the Committee shall have the right to offset any future claims for benefits under the Plan against amounts that person was not otherwise entitled to receive.

- 11 -

Section 10.07. Headings . The headings used in this Plan are inserted for reference purposes only and shall not be deemed to limit or affect in any way the meaning or interpretation of any of the terms or provisions herein.

Section 10.08. Notices . Any notices or communications permitted or required to be given herein by any Participant, the Company, the Committee, the Employer, or any other person shall be deemed given either (i) when delivered; or (ii) three days after being placed in the United States mail in an envelope addressed to the last communicated address of the person to whom the notice is being given, with adequate postage thereon prepaid.

Section 10.09. Severability . If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions thereof, and the Plan shall be construed and enforced as if such provisions had not been included.

Section 10.10. No Contract of Employment . Nothing contained herein shall be construed to constitute a contract of employment between any Employee and any Employer. Nothing herein contained shall be deemed to give any Employee the right to be retained in the employ of an Employer or to interfere with the right of the Employer to discharge any Employee at any time without regard to the effect such discharge might have on the Employee as a Participant under this Plan.

Section 10.11. Certain Limitations . In the event the Employer is subject to legal limitations on the payment of benefits, then benefit payments hereunder shall be reduced or eliminated, as the case may be, to comply with such legal limitations.

Section 10.12. State Law . This Plan and all agreements entered into under the Plan shall be governed, construed, administered, and regulated in all respects under the laws of the State of Delaware, without regard to the principles of conflicts of law, to the extent such laws are not preempted by the laws of the United States of America. Any action concerning the Plan or any agreement entered into under the Plan shall be maintained exclusively in the state or federal courts in Delaware.

Section 10.13. Government and Other Regulations . The obligation of the Company to grant or sell and deliver Shares under the Plan shall be subject to all applicable laws, rules, and regulations and such approvals by any governmental agencies as may be required, including, but not limited to, the effectiveness of a registration statement under the Securities Act of 1933, as amended, as deemed necessary or appropriate by legal counsel for the Company.

Section 10.14. Nonexclusivity of the Plan . The adoption of the Plan by the Board of Directors shall not be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as it may deem desirable.

- 12 -

IN WITNESS WHEREOF, the Company has caused this second amended and restated Plan to be executed by a duly authorized officer as of the Effective Date.


		SPIRIT AEROSYSTEMS HOLDINGS, INC.

		By:

		Name:

		Title:

- 13 -

Exhibit 10.4

Spirit
AeroSystems
Holdings, Inc.
Fourth Amended
and Restated
Long-Term
Incentive Plan

August 2, 2011

SPIRIT AEROSYSTEMS HOLDINGS, INC.
FOURTH AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Table of Contents


	Page
ARTICLE I — PURPOSE		1

Section 1.01. Purpose		1

ARTICLE II — DEFINITIONS		1

Section 2.01. Affiliate		1
Section 2.02. Board of Directors		2
Section 2.03. Change in Control		2
Section 2.04. Code		2
Section 2.05. Committee		2
Section 2.06. Company		2
Section 2.07. Effective Date		2
Section 2.08. Employee		2
Section 2.09. Employer		2
Section 2.10. Onex		2
Section 2.11. Participant		3
Section 2.12. Person		3
Section 2.13. Plan		3
Section 2.14 Separation from Service		3
Section 2.15. Shares		3
Section 2.16. Sole Discretion		3

ARTICLE III — ELIGIBILITY		3

Section 3.01. Eligibility		3

ARTICLE IV — GRANTS OF SHARES		3

Section 4.01. Grants and Related Awards		3
Section 4.02. Lapse Restriction		4
Section 4.03. Additional Conditions		5
Section 4.04. Restriction on Transfer of Shares		5
Section 4.05. Dividends		6
Section 4.06. Limitations on Stockholder Rights		6
Section 4.07. Certificates and Legends		6

-i-


	Page
ARTICLE V — ADMINISTRATION		6

Section 5.01. Committee		6
Section 5.02. Reliance on Certificates, etc.		7
Section 5.03. Plan Records		7

ARTICLE VI — AMENDMENT AND TERMINATION		7

Section 6.01. Amendment		7
Section 6.02. Termination		8

ARTICLE VII — MISCELLANEOUS		8

Section 7.01. Effective Date		8
Section 7.02. Payments and Transfers Net of Withholding		8
Section 7.03. Binding on Successors		8
Section 7.04. Adoption by Other Employers		9
Section 7.05. Headings		9
Section 7.06. Notices		9
Section 7.07. Severability		9
Section 7.08. No Contract of Employment		9
Section 7.09. Certain Limitations		9
Section 7.10. State Law		9
Section 7.11. Government and Other Regulations		10
Section 7.12. Nonexclusivity of the Plan		10

-ii-

SPIRIT AEROSYSTEMS HOLDINGS, INC.
FOURTH AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

W I T N E S S E T H : That;

WHEREAS, the Company sponsors and maintains the Spirit AeroSystems Holdings, Inc. Third Amended and Restated Long-Term Incentive Plan (the “Plan”), pursuant to which specified incentive benefits are provided to Participants in the form of shares of the Company’s common stock, on the terms and conditions set forth herein; and

WHEREAS, the Company desires to amend the Plan; and

WHEREAS, it has become desirable to amend and restate the Plan in its entirety; and

WHEREAS, the Board of Directors of the Company has reviewed the terms and provisions hereof and found them satisfactory.

NOW, THEREFORE, effective as of the Effective Date, the Company hereby adopts this fourth amended and restated Plan on the terms and conditions set forth herein, which Plan will be known as the “Spirit AeroSystems Holdings, Inc. Fourth Amended and Restated Long-Term Incentive Plan.”

ARTICLE I — PURPOSE

Section 1.01. Purpose . The purpose of the Plan is to provide specified benefits in the form of Shares to Employees who are eligible to participate in the Plan, subject to certain conditions and restrictions, as set forth in the Plan. The maximum aggregate number of Shares that may be granted to Participants under the Plan shall be 6,400,000 shares of the Company’s Class A common stock.

ARTICLE II — DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings, unless the context clearly indicates otherwise.

-1-

Section 2.02. Board of Directors means the Board of Directors of the Company.

Section 2.03. Change in Control means (i) a transaction pursuant to which a Person, or more than one Person acting as a group (in either case, however, excluding Onex), acquires more than 50% of the total voting power of the stock of the Company (including, but not limited to, acquisition by merger, consolidation, recapitalization, reorganization or sale or transfer of the Company’s equity interests); (ii) a merger or consolidation involving the Company in which the Company is not the surviving entity; or (iii) a transaction that is a sale or transfer of all or substantially all of the assets of the Company or Spirit AeroSystems, Inc. to a Person other than Onex, if all or substantially all of the proceeds from such transaction are distributed to the stockholders of the Company.

Section 2.04. Code means the Internal Revenue Code of 1986, as amended.

Section 2.05. Committee means the Board of Directors or a committee appointed by, and serving at the pleasure of, the Board of Directors for purposes of administering the Plan, which committee shall operate under rules and procedures established by the Board of Directors from time to time for such purpose.

Section 2.06. Company means Spirit AeroSystems Holdings, Inc., a Delaware corporation, or its successor.

Section 2.07. Effective Date has the meaning set forth in Section 7.01.

Section 2.08. Employee means a consultant or independent contractor of the Employer or any individual who is employed and compensated (by a payroll check issued directly from the Employer or Employer agent to the Employee or direct payroll deposit made to the Employee’s account by the Employer or Employer agent) by the Employer.

Section 2.09. Employer means the Company, Spirit AeroSystems, Inc. (or its successor), and any other entity that adopts this Plan with the consent and approval of the Committee.

Section 2.10. Onex means Onex Partners LP, Onex Corporation or any Affiliate of Onex Partners or Onex Corporation, including, for purposes of this Plan, (a) any Person which has granted to Onex Partners, Onex Corporation or any of their respective Affiliates the right to vote or dispose of such Person’s Shares; and (b) any employee, officer or director of Onex Corporation.

-2-

Section 2.11. Participant means an Employee who has been designated by the Committee as eligible to participate in this Plan pursuant to Section 3.01. Where the context requires, the term “Participant” also shall include a former Participant.

Section 2.12. Person means an individual, trust, estate, partnership, limited liability company, association, corporation, or other entity.

Section 2.13. Plan means this Spirit AeroSystems Holdings, Inc. Fourth Amended and Restated Long-Term Incentive Plan, as amended.

Section 2.14. Separation from Service means the termination of employment (including termination of a consulting or independent contractor arrangement) with the Employer. The term includes, but is not limited to, a termination which arises from a Participant’s death, disability, discharge (with or without cause), or voluntary termination. In the case of an employee, the term shall not include any temporary absences due to vacation, sickness, or other leaves of absence granted to a Participant by the Employer. A Separation from Service shall not be deemed to occur, however, upon a transfer involving any combination of any entity comprising the Employer.

Section 2.15. Shares means shares of the Company’s common stock.

Section 2.16. Sole Discretion means the right and power to decide a matter, which right may be exercised arbitrarily at any time and from time to time.

ARTICLE III — ELIGIBILITY

ARTICLE IV — GRANTS OF SHARES

Section 4.01. Grants and Related Awards . The Committee may make grants of Shares to Participants under this Plan (which Shares shall be subject to the restrictions contained in this Plan and are referred to in this Plan as “Restricted Shares”) at such times, in such amounts, and subject to such terms, conditions, and restrictions as the Committee may determine, in its Sole Discretion. From and after April 22, 2008 (the effective date of the adoption of the second amended and restated plan document for the Plan), grants of Shares under the Plan may be made only in shares of the Company’s Class A common stock.

In connection with a grant of Restricted Shares to a Participant, the Committee may establish such terms, conditions, restrictions, or procedures related to the grant as the

-3-

Committee deems necessary or appropriate, including, but not limited to, requiring, as a condition precedent to such grant that a Participant execute a shareholders’ agreement or other documents or agreements as the Committee deems necessary or appropriate, in such form and substance as may be satisfactory to the Committee in its Sole Discretion. Participation by a Participant in any grant of Restricted Shares under the Plan shall neither limit nor require participation by the Participant in any other benefits under the Plan, it being within the Sole Discretion of the Committee to determine the individuals eligible to participate in the Plan and in a grant of Shares under the Plan. The Restricted Shares may be either previously issued Shares that have been reacquired by the Company or authorized but unissued Shares, as the Board of Directors shall from time to time determine. If any Restricted Shares granted under the Plan are subsequently forfeited, such Shares shall again become available to be granted under the Plan.

In the event of a Change in Control, each Participant who is employed by the Employer on the date of the closing of the Change in Control or who was involuntarily terminated by the Employer without cause during the 90-day period ending on the date of the closing of the Change in Control will receive a cash award equal to the dollar value of the award of Shares that would have been made under this Plan to such Participant in the ordinary course of business within the 12-month period following the date of the Change in Control (i.e., the current year’s award that typically would be granted the following May), based on the Participant’s annual base pay as in effect on the date of closing of the Change in Control (or the date of the Participant’s involuntary termination, if earlier). Payment of this cash award will be made as soon as administratively practicable on or after the date of the closing of the Change in Control, but in no event later than 2 ¹ / 2 months after the earlier of (i) the closing of the Change in Control; or (ii) the last day of the year in which the Participant’s employment terminates, if employment terminates prior to the closing of the Change in Control.

Section 4.02. Lapse Restriction . Restricted Shares granted under the Plan to a Participant on or after December 1, 2006 will be substantially nonvested upon grant and will be subject to restrictions that will lapse only if and to the extent the Participant satisfies the following vesting schedule, unless a different schedule is designated by the Committee or the Board in connection with the grant:

-4-


Years of Service After the Grant Date	Vested Percentage
Less than 2		0	%
2 but less than 3		33	%
3 but less than 4		66	%
4 or more		100	%

A Participant will be credited with a year of service after the grant date for each 12-month period after the grant date during which the Participant is continuously performing services (or deemed to be continuously performing services) for the Employer. However, the Committee may at any time, in its Sole Discretion, credit a Participant with additional service after the date Restricted Shares are granted to the Participant or otherwise accelerate vesting or remove restrictions with respect to Restricted Shares granted under the Plan, if the Committee determines, in its Sole Discretion, it is in the best interests of the Company to do so. In addition, in the event of a Change in Control, each Participant who is employed by the Employer on the date of the closing of the Change in Control or who was involuntarily terminated by the Employer without cause during the 90-day period ending on the date of the closing of the Change in Control will be automatically fully (100%) vested with respect to all of the Restricted Shares previously granted under the Plan (and not previously forfeited) so that, immediately prior to the closing of the Change in Control, such Shares will no longer be subject to any lapse restriction or risk of forfeiture imposed in connection with this Plan.

Restricted Shares granted to a Participant shall be deemed to have been granted as of the date designated and prescribed by the Committee. Except as provided above, if a Separation from Service occurs following a grant of Restricted Shares and prior to completion of the prescribed vesting schedule, the nonvested Restricted Shares will be forfeited and will again be available for grant under the Plan.

Restricted Shares granted prior to December 1, 2006 shall be subject to the terms and conditions of this Plan at the time such Restricted Shares were granted.

Section 4.03. Additional Conditions . Shares acquired under the Plan shall be subject to any and all terms, conditions, and restrictions set forth in the Company’s certificate of incorporation and bylaws, as well as any stockholders agreement and any other agreement entered into with respect to such Shares.

Section 4.04. Restriction on Transfer of Shares . Shares acquired under this Plan shall be subject to such conditions and restrictions on transfer as are set forth in the Company’s certificate of incorporation and bylaws, as well as any stockholders agreement, and any other agreement entered into with respect to such Shares. Any voluntary or involuntary sale, assignment, transfer, or exchange of Shares acquired under the Plan that fails to satisfy or comply with any applicable condition or restriction on such sale, assignment, transfer, or exchange shall be void and of no effect and shall not bind or be recognized by the Company. No Shares may be transferred unless the transferee first executes, acknowledges, and delivers to the Company such instruments as the Company may deem necessary or advisable to effect the transfer.

-5-

Section 4.05. Dividends . Dividends declared by the Board of Directors with respect to Shares shall, with respect to any Restricted Shares, be cumulated and paid to the Participant only if and at the time, and to the extent that, the restrictions imposed with respect to such Restricted Shares lapse in accordance with this Article IV and the Restricted Shares become substantially vested.

Section 4.06. Limitations on Stockholder Rights . Restricted Shares shall not be subject to transfer or assignment, and a Participant granted Restricted Shares will not have the right to vote such shares or otherwise exercise the rights of a stockholder in the Company with respect to Restricted Shares unless and until the restrictions imposed with respect to such Restricted Shares in accordance with this Article IV lapse and the Restricted Shares become substantially vested.

Section 4.07. Certificates and Legends . The Company may, but shall not be required to, issue certificates with respect to Restricted Shares granted under the Plan. If certificates representing Restricted Shares are issued, such certificates will bear (until, in the opinion of counsel, which opinion must be reasonably satisfactory in form and substance to counsel for the Company, it is no longer necessary or required) the following legend:

The securities represented by this document are subject to the terms, conditions, restrictions, and contingencies, including restrictions on transfer and risk of forfeiture, contained in the Spirit AeroSystems Holdings, Inc. Fourth Amended and Restated Long-Term Incentive Plan, as amended from time to time, a copy of which is on file at the principal office of Spirit AeroSystems Holdings, Inc.

ARTICLE V — ADMINISTRATION

Section 5.01. Committee . The Committee shall have full power to administer this Plan in all of its details, which powers shall include, but are not limited to, the authority, in addition to all other powers provided by this Plan, to:

	A.		Determine in its Sole Discretion the eligibility of any individual to participate in the Plan;

	B.		Make discretionary interpretations regarding the terms of the Plan and make factual findings with respect to any issue arising under the Plan, including, but not limited to, the power to determine whether an individual is eligible to participate in the Plan or receive benefits under the Plan and whether an individual has incurred a Separation from Service, with its interpretation to be final and conclusive;

Compute the amounts payable for any Participant or other person in accordance with the provisions of the Plan, determine the manner and time for making such payments in accordance with the provisions of the Plan, and

-6-

determine and authorize the person or persons to whom such payments will be paid;

	D.		Receive and review claims for benefits and render decisions respecting such claims under the Plan;

	E.		Make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of this Plan;

	F.		Appoint such agents, specialists, legal counsel, accountants, consultants, or other persons as the Committee deems advisable to assist in administering the Plan; and

	G.		Maintain all records of the Plan.

Section 5.02. Reliance on Certificates, etc . The members of the Committee, the Board of Directors, and the officers and employees of the Company shall be entitled to rely on all certificates and reports made by any duly appointed accountants and on all opinions given by any duly appointed legal counsel. Such legal counsel may be counsel for the Employer.

Section 5.03. Plan Records . In all matters related to administration of the Plan, the official determinations and records of the Plan, as made, identified, and maintained by the Committee, in its Sole Discretion, will control. In the event of any discrepancy between the official determinations and records of the Plan and any other document or communication, the official determinations and records of the Plan will control.

ARTICLE VI — AMENDMENT AND TERMINATION

Section 6.01. Amendment . The Board of Directors reserves the right, at will, at any time and from time to time, to modify, alter, or amend this Plan (including without limitation a retroactive modification, alteration, or amendment), in whole or in part, and any such modification, alteration, or amendment shall be binding upon the Company, the Committee, each Participant, any adopting Employer, and all other persons; provided , however , that no amendment shall, without a Participant’s (or present interest Beneficiary’s) written consent, materially diminish the rights of the Participant with respect to grants of Shares or Restricted Shares previously made to the Participant under the Plan. Notwithstanding the foregoing, no consent shall be required and the Board of Directors shall have the right to modify, alter, or amend this Plan (including a retroactive modification, alteration or amendment), at will and at any time, if it determines, in its Sole Discretion, that such amendment is necessary to comply with applicable law, which shall include, but shall not be limited to, the right to retroactively apply any amendments necessary to comply with any provision of the Code or any judicial or administrative guidance.

-7-

Section 6.02. Termination . The Company will have no obligation whatsoever to maintain this Plan for any given length of time and may, at will and at any time, discontinue or terminate this Plan in whole or in part. In addition, an adopting Employer shall have the right to discontinue or terminate its participation in this Plan as to its Employees. No complete or partial discontinuance or termination of the Plan shall, without a Participant’s (or present interest Beneficiary’s) written consent, materially diminish the rights of the Participant with respect to grants of Shares or Restricted Shares previously made to the Participant under the Plan.

ARTICLE VII — MISCELLANEOUS

Section 7.01. Effective Date . This fourth amended and restated Plan shall be effective from and after the date of its adoption and approval by the Board of Directors (the “Effective Date”).

Section 7.02. Payments and Transfers Net of Withholding . Notwithstanding any other provision of the Plan, all payments and transfers shall be net of any amount sufficient to satisfy all federal, state, and local withholding tax requirements, and shall also be net of all amounts owed by Participant to the Employer.

With respect to Shares granted to a Participant under this Plan, any required withholdings or reductions may be accomplished by any of the following methods (or any combination of the following methods), as determined by the Committee in its Sole Discretion: (i) the total number of Shares granted to the Participant may be reduced by a number of whole or fractional Shares (as determined by the Committee, in its Sole Discretion), the value of which will be applied to satisfy such withholdings or reductions, but if the value of the Shares so withheld exceeds the amount of such withholdings or reductions, such excess will be paid in cash to the Participant within 2 ¹ / 2 months after the date the withholding occurs; (ii) the amount of the withholdings or reductions may be withheld from other amounts payable to the Participant by the Employer, including, but not limited to, other compensation; (iii) the Participant may be required, as a condition precedent to transfer or release of the Shares, to make a payment to the Employer in an amount equal to the amount of the withholdings or reductions (e.g., by selling a sufficient number of Shares); or (iv) such other method or combination of methods as the Committee deems appropriate, in its Sole Discretion.

Section 7.03. Binding on Successors . This Plan shall be binding upon all Participants, their respective heirs, and personal representatives, and upon the Employer, its successors, and assigns.

-8-

Section 7.04. Adoption by Other Employers . Any employer, corporation or other entity with employees now in existence or hereafter formed or acquired, which is not already an Employer under this Plan, and which is otherwise legally eligible, may in the future, with the consent and approval of the Company, adopt this Plan, and thereby, from and after the specified effective date, become an Employer under this Plan. However, the sole and absolute right to amend the Plan is reserved to the Company. It shall not be necessary for the adopting corporation or entity to sign or execute the original or the amended Plan documents. The administrative powers and control of the Company as provided in the Plan, including the sole right of amendment and of appointment and removal of the Committee, shall not be diminished by reason of the participation of any such adopting entity in this Plan.

Section 7.05. Headings . The headings used in this Plan are inserted for reference purposes only and shall not be deemed to limit or affect in any way the meaning or interpretation of any of the terms or provisions herein.

Section 7.06. Notices . Any notices or communications permitted or required to be given herein by any Participant, the Company, the Committee, the Employer, or any other person shall be deemed given either (i) when delivered; or (ii) three days after being placed in the United States mail in an envelope addressed to the last communicated address of the person to whom the notice is being given, with adequate postage thereon prepaid.

Section 7.07. Severability . If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions thereof, and the Plan shall be construed and enforced as if such provisions had not been included.

Section 7.08. No Contract of Employment . Nothing contained herein shall be construed to constitute a contract of employment between any Employee and any Employer. Nothing herein contained shall be deemed to give any Employee the right to be retained in the employ of an Employer or to interfere with the right of the Employer to discharge any Employee at any time without regard to the effect such discharge might have on the Employee as a Participant under this Plan.

Section 7.09. Certain Limitations . In the event the Employer is subject to legal limitations on the payment of benefits, then benefit payments hereunder shall be reduced or eliminated, as the case may be, to comply with such legal limitations.

Section 7.10. State Law . This Plan and all agreements entered into under the Plan shall be governed, construed, administered, and regulated in all respects under the laws of the State of Delaware, without regard to the principles of conflicts of law, to the extent such laws are not preempted by the laws of the United States of America. Any action concerning the Plan or any agreement entered into under the Plan shall be maintained exclusively in the state or federal courts in Delaware.

-9-

Section 7.11. Government and Other Regulations . The obligation of the Company to grant or sell and deliver Shares under the Plan shall be subject to all applicable laws, rules, and regulations and such approvals by any governmental agencies as may be required, including, but not limited to, the effectiveness of a registration statement under the Securities Act of 1933, as amended, as deemed necessary or appropriate by legal counsel for the Company.

Section 7.12. Nonexclusivity of the Plan . The adoption of the Plan by the Board of Directors shall not be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as it may deem desirable.

IN WITNESS WHEREOF, the Company has caused this fourth amended and restated Plan to be executed by a duly authorized officer on the ___ day of ____________, 2011, to be effective as of the Effective Date.


		SPIRIT AEROSYSTEMS HOLDINGS, INC.

		By:

		Name:

		Title		:

-10-

Exhibit 14.1

Living the Our Ethical We are dedicated to the highest standards of ethical conduct, and dignity and respect in the workplace.

Throughout this document, the terms “Spirit” and “our Company” mean Spirit AeroSystems Holdings, Inc. and any corporation, limited liability company, partnership or other entity that it controls, directly or indirectly, through one or more intermediaries. The Code is subject to revision as laws and regulations, which may vary by country and/or location, change. Employees are encouraged to review the most up-to-date policies posted on the Spirit Business Writings website and the latest version of the Code on the Spirit Ethics website. Some locations may also have unique policies that can be found on our Company’s intranet sites.

Table of Contents


Introduction from the CEO			4
Focus on... Ethical Business Conduct			6
Reporting Concerns and Seeking Guidance			6
Non-Retaliation Policy			8
Personal Accountability			8
Focus on... Our Fellow Employees			9
Respecting Each Other			9
Ensuring a Safe, Secure and Healthy Workplace			11
Violence in the Workplace			11
Drug- and Alcohol-Free Workplace			12
Personal Employee Information			13
Focus on... Our Customers and Business Partners			14
Ensuring the Quality of Our Products and Services			14
Doing Business Fairly			14
Fair Dealing			14
Competition Laws			16
Complying with the Special Security Agreement			17
Conducting International Business			17
The FCPA and Other Anti-Bribery Laws			17
Trade Controls			19
Anti-Boycott Laws			22
International Labor Laws			22
Protecting Third-Party Intellectual Property and Information			22
Contract Bid and Negotiation Laws and Regulations			24
The Anti-Kickback Act			25
Government Contract Fulfillment Laws and Regulations			26
Classified Government Information			27
Focus on... Our Shareholders			28
Records Retention			30
Avoiding Conflicts of Interest			31
Gifts and Entertainment			32
Business Relationships with Relatives and Friends			33
Employee Relationships			34
Outside Employment			34
Investments in Suppliers, Business Partners and Competitors			35
Corporate Opportunities			35
Safeguarding Company Assets and Information			35
Physical Assets			35
Spirit Information and Intellectual Property			35
Proper Use of Technology			36
Spirit’s Name and Reputation			37
Using Inside Information Properly			37
Focus on... Our Communities			38
Caring for Our Environment			38
Participating in Charitable and Political Activities			38
Waivers of the Code			41

Introduction from the CEO

Dear Colleagues,

Welcome to Living the Spirit Values — Our Code of Ethical Business Conduct (“Code”). At Spirit our mission is to create long-term value by providing industry-leading aerostructures and systems. We achieve this through our people, knowledge and technology, and by focusing on our core operating values:

»		Customer focused

»		Market driven

»		Performance excellence

»		Dignity and respect for all

»		Teamwork

We uphold the Code and recommit ourselves to it annually because, as a leading designer and builder of aircraft structures and components, we have serious obligations to our customers, employees, partners, and communities. We have a responsibility to:

»		Make reliable, high-quality products that our customers and the public will have confidence using;

»		Perform our job functions efficiently and effectively;

»		Use processes that are safe for Spirit employees and for our surrounding environment and communities; and

»		Comply with all rules and regulations governing our work and products.

The Code supports and helps articulate our core operating values and our commitment to personal responsibility and a values-driven culture. We are Spirit, and our performance and behavior is the measure by which our company will succeed. While the Code mainly provides guidelines for how we behave within the Company, its impact is very public. By living the Code, we protect Spirit’s reputation and shape every aspect of our collective success as a company, as well as our individual progress as Spirit employees. That’s why a quick glance through this document isn’t enough. We all need to read it thoroughly and keep a copy close by for reference.

“We are expected to follow not only the letter of the Code, but also its spirit.”

The Code is for all of us—employees, officers, directors, consultants and affiliates. I expect everyone to follow not only the letter of the Code, but also its spirit. Each of us must be personally accountable for doing what is right and for raising ethical concerns or questions. We should do so without fear of retaliation, as retaliatory acts are never tolerated at Spirit.

We often say that Spirit is a young company with a long legacy of excellence and commitment to outstanding quality and performance. I’m proud to have been a part of that legacy. As I travel around the world promoting our products and capabilities, I find myself promoting our team more than anything else. It is important that each of us continue to behave responsibly and ethically to uphold Spirit’s legacy. Knowing and following this Code will help us do so.

Thank you all for your continued efforts!

Jeff Turner
Chief Executive Officer

Focus on... Ethical Business Conduct

At Spirit, we design and build innovative aerostructures and supporting systems. We uphold the highest ethical standards and adhere to all relevant laws and regulations. Each of us is able to reach these goals by being familiar with and following the Code.

Each of us represents Spirit wherever we operate. We are the face of Spirit in the communities where we live and work. The Code applies to everyone doing Spirit business, including all employees, officers, directors and affiliates. Spirit has made a commitment to only doing business with suppliers, contractors, consultants and other business partners who share our high standards of ethical business conduct.

We are all expected to read and understand the Code and to follow it in all of our business activities. The Code is designed to be a useful tool. You can access the Code online at the Ethics Link located on Spirit’s internal and external websites. It provides information, support and resources to help ensure that we act ethically and in compliance with the laws that affect our business. Because there are far too many laws, regulations and situations to cover in one document, the Code instead shows us key expected behaviors. It is your responsibility to learn about any additional requirements that apply to your job. To do so, consult our Business Writings website, your manager, your local Human Resources office, or the Ethics Office for the policies and procedures referenced throughout the Code.

We will certify to our compliance with the Code at least once a year.

Reporting Concerns and Seeking Guidance

When you have questions or doubts, or need help identifying potential risks when doing your job, review the Code and the resources it references. If you still have questions, you are encouraged to voice your concerns. If you know of or suspect any violations of the Code, Company policy or the law, you owe it to Spirit and your colleagues to raise your concerns.

Your supervisor will often be in the best position to help you. However, if you are not comfortable speaking with your supervisor, you should feel free to contact other members of management or your local Human Resources office. You may also make

direct contact by calling the Corporate Ethics Office in Wichita, KS at 316-526-3133 (in the United States) or by writing to:

Spirit AeroSystems
PO Box 780008
MC K11-70
Wichita, KS 67278-0008 USA

Our automated ethics reporting system is provided by EthicsPoint ^© . Questions and reports can be made to EthicsPoint by accessing the online portal or calling the toll-free telephone at 1-888-577-9490 (in the United States), 08-000328483 (in the United Kingdom) and 1-800-80-8641 (in Malaysia). Additional toll-free international telephone numbers are located on the EthicsPoint portal. EthicsPoint is staffed 24 hours a day, 7 days a week. You have the option to file your report anonymously. Please remember that the more information you give, the better Spirit can properly investigate your report. When you make a report, you will receive a report number and personal identification number so that you may call back or access the website to receive updates or provide more information.

Spirit takes every report it receives seriously, and tries to review and resolve each issue quickly. Our Company will maintain your confidentiality to the fullest extent possible.

Q:		I accidentally damaged a fuselage and I’m afraid that its repair might cost our Company a lot of money. I know I need to report the situation, but I’m afraid I’ll be fired. What should I do?

A:		The Code requires that you report the damage to your supervisor or anyone listed in this section. Doing so will likely save our Company money in the long run and protect Spirit’s reputation. Failure to report a mistake could lead to more severe disciplinary actions than the reporting of an honest mistake. Our name is much more valuable than any amount of repair costs.

Non-Retaliation Policy

You should feel free to raise a concern in good faith without fear of retaliation. Our Company will not tolerate retaliation against any of us for raising a concern, asking a question or participating in an investigation in good faith. “Good faith” means that you believe the information you provide is true, and you have given all of the information you have.

Personal Accountability

Personal accountability means we must follow the Code in action, word and deed. Spirit is committed to doing what is right, and each of us is responsible for upholding this commitment. If we fail to follow the Code and the policies that apply to our job, we put our coworkers, our Company and ourselves at risk. Violating the Code subjects us to disciplinary action, up to and including termination of employment. Individuals involved will also be subject to potential criminal or civil liability.

As employees of Spirit we each have ethical obligations to diligently complete our work assignments while meeting or exceeding our quality goals.

If you are a manager, you must do more than simply follow the Code. You must also set an example through your words and actions. You should make it as easy as possible for employees to raise questions and report ethical concerns. Managers who know

(or should have known) about misconduct and fail to report or otherwise respond to it will be subject to disciplinary action, up to and including termination.

Focus on... Our Fellow Employees

Respecting Each Other

We all have the right to work in a diverse and respectful environment. Such a workplace helps ensure Spirit’s success by bringing out the best in all of us. To support a diverse workforce, we must each do our part to attract, develop and retain the best, most qualified people available. We do so in part by treating each other with dignity and respect at all times. In addition, we work to ensure that we each receive the same opportunities for success within our Company. We will not tolerate any inappropriate or illegal discrimination or harassment.

While recognizing that we should all be held accountable for performance excellence, we must also work to prevent all types of physical, sexual or psychological harassment. In general, “harassment” is any form of unwelcome behavior toward another person that has the purpose or effect of creating an intimidating, hostile or offensive work environment. Such conduct may include:

»		Unwanted sexual attention of a persistent or offensive nature;

»		Threats, derogatory comments, slurs or name calling;

»		Display of offensive or derogatory posters, pictures, cartoons, drawings or gestures; and

»		Assault, unwanted touching, bullying or intimidation.

If you feel that you or someone else is being harassed or discriminated against, contact your supervisor, Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” You will not face retaliation for making a good faith report or providing information about actual or potential discrimination or harassment.

For more information, please see our Equal Employment Opportunity Policy.

Q		One of my coworkers often insults my ethnicity under his breath and tells other employees that I’m not qualified to do my work. He recently refused to provide me work-related information I had requested, claiming that it was too “high-tech” for me to understand.

		How should I handle this situation?

A		Harassment can come in many forms, including derogatory remarks. If your coworker is intentionally and repeatedly offending you, and if you are unable to resolve the matter by directly confronting your coworker, then you should report the situation. Harassing behavior violates the Code and goes against our commitment to treat each other with dignity and respect. This conduct will never be allowed at Spirit.

Q		Lately, my supervisor has been making me feel nervous and uncomfortable. He often asks me out for drinks and comments on my appearance when no one else is around. I’ve turned down all of his offers and have asked him to stop making these comments, but his behavior hasn’t changed one bit. What should I do to fix this situation?

A		Because you’ve made it clear to your supervisor that his behavior is unwelcome and is making you feel uncomfortable, this may be sexual harassment. You should report his conduct right away. Please remember that you won’t face any retaliation for making a good faith report.

		Retaliation is a violation of the Code and will not be tolerated.

Ensuring a Safe, Secure and Healthy Workplace

At Spirit, employee safety is a top priority. This means we should not do any job or work-related duty without regard to safety. To ensure a safe and healthy workplace, we must follow all applicable safety practices and procedures in place at all of our locations. We must also comply with all applicable laws and regulations relating to workplace health and safety. If you ever believe a situation is or could become unsafe, inform your manager immediately.

For more information, see our Environment, Health and Safety Policy.

Q:		I’ve just been promoted to a new position in the manufacturing facility where I work. My supervisor has asked me to start immediately, even though I haven’t received training on the specialized machinery I’ll be using. I understand the basics, and I’m sure I’ll pick it up quickly. Can I start using this equipment before I receive training?

A:		No. Proper training is critical to our commitment to prevent accidents and work-related injuries. You shouldn’t perform work with any equipment that you haven’t been trained to use. Instead, inform your supervisor that you haven’t received proper training yet.

Violence in the Workplace

We have a right to feel safe at our place of work at all times. For this reason, Spirit will not tolerate acts or threats of violence in our workplace. If you ever feel threatened, report the situation to Security, management or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or, if Security is not available, contact the local authorities at once.

Drug and Alcohol-Free Workplace

To do our jobs safely and efficiently, we each must report to work free from the influence of any substance that could impair or impede our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted while we are on Company premises, on Company time or using Company equipment. Please note that, for purposes of this policy, “illegal drugs” include misused prescription drugs.

Consuming alcohol or being under its influence, as defined by company policy, during Company time, on Company premises or in Company vehicles is prohibited. In limited circumstances, we may consume alcohol in moderation at Company-sponsored events or approved business functions. In these situations, we must use good judgment and avoid drinking to excess.

Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable laws and regulations.

Personal Employee Information

Our coworkers, as well as Spirit job applicants, often trust us with their personal information. Access to and use of Company personnel records is restricted to those of us who are authorized and have a valid business need to know the information they contain. It is critical that we respect the confidentiality of all personal employee data and never disclose it to any party, whether inside or outside Spirit, who does not have a business need to know it. In addition, be sure to follow all security procedures relating to safeguarding personnel records.

Q:		One of my coworkers frequently comes back from lunch slurring her words and smelling of liquor. She performs most of her work duties normally, but sometimes staggers when she walks and needs help running her equipment. She’s a nice person, and I don’t want to get her in trouble. What should I do?

A:		You should raise your concerns with management or Human Resources. If your coworker is working under the influence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct.

Focus on... Our Customers and Business Partners

Ensuring the Quality of Our Products and Services

We are customer-focused in all that we do, and performance excellence is our ultimate measure of success. We produce aerostructures and supporting systems that are installed in aircraft around the globe, and the quality and efficiency of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must all focus on quality at every stage.

We have built our Company’s reputation by setting the standard in quality. To achieve high performance and maintain our reputation for quality, we must all comply with quality control standards and follow contract specifications at all times. Make sure to familiarize yourself with the standards and specifications that apply to the projects you work on, whether they involve machinery, information systems, engineering or any job function. Raise any quality or safety issues you spot with your manager immediately.

We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We firmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have reason to believe that a supplier has failed to provide quality products and/or services, contact your manager immediately.

Doing Business Fairly

Fair Dealing

We aim to maintain relationships of mutual trust and respect with all of our business partners. Our partners provide us goods and services, and create, adapt and apply technology to contribute to our success. In turn, we conduct business with integrity, and never participate in unfair business practices. This means, in part, that we never engage in any deceptive advertising or marketing activities.

We also must be particularly careful to never engage in commercial bribery. This means we may not pay a bribe, gratuity or kickback to an actual or potential customer, supplier or other business partner. This includes indirect payments to agents of these third parties and members of their families. If any of these individuals or groups requests such a payment, contact the Ethics Office immediately. Remember, Spirit will not accept any business that can only be retained or obtained through improper or illegal payments.

We are each responsible for meeting customer needs through high quality work

Competition Laws

The United States and many other nations have enacted competition (or “antitrust”) laws designed to ensure that the marketplace provides equal opportunities for all businesses looking to compete. These laws typically prohibit agreements or actions among competitors and business partners that might restrain trade or reduce competition. In complying with these laws, we compete fairly on the basis of our quality goods and services, and in accordance with the highest ethical standards.

The following guidelines will help us recognize situations that can lead to potential violations of competition laws:

Dealing with competitors. We may not engage in price fixing, bid rigging, market allocation, predatory pricing, or customer or supplier boycotts. It is crucial to avoid even the appearance of an agreement, whether formal or informal, to engage in any prohibited activity with a competitor. The safest rule for everyday business situations is to never discuss prices, costs or Spirit proprietary information or customers with a competitor.

Participating in industry associations. Competition laws can even apply to casual information exchanges, so we must avoid situations in which there is discussion of future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could have an effect on competition, such as the development of product standards or an industry code or practice.

Dealing with customers. We must never make disparaging remarks about or misrepresent competitors or their products or services when interacting with actual or potential Spirit customers. Price discrimination or “tying,” which means providing one product to a customer only if they buy a second as well, can also violate competition laws.

Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. It is appropriate for our Company to keep up with competitive developments and to review public information about our competitors. However, we cannot attempt to illegally acquire a competitor’s proprietary or confidential information, including information about facilities, manufacturing capacity, technical developments, bids or customers.

Because violations can result in severe penalties for our Company, as well as fines and imprisonment for the individuals involved, it is not enough to merely avoid taking specific actions that violate competition laws. Instead, you must avoid any activity that even gives the appearance of taking actions or making agreements that restrict competition.

Complying with the Special Security Agreement

Our business relationship with Onex offers us substantial benefits, and our work for U.S. Government Agencies brings extra responsibilities. All personnel must understand the requirements for interacting with Onex and companies owned or controlled by Onex (Affiliates). Be sure to familiarize yourself with our Special Security Agreement and related procedures. If you have any questions, contact Security and/or Import/Export before engaging in any activities involving Onex or their Affiliates.

Conducting International Business

The FCPA and Other Anti-Bribery Laws

Our Company’s reputation rests on the quality of our goods and services, and the productivity and capability of our workforce. Improper, unethical or questionable business practices harm our reputation. We abide by all international and local laws and regulations that forbid bribery of foreign officials and others, including the U.S. Foreign Corrupt Practices Act (FCPA).

We may not offer or pay bribes, kickbacks or other similar payments to any person, organization or foreign government official to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government

official for purposes of anti-corruption compliance may be a local government official to you. The term also includes members of political parties and employees of state-owned companies or companies in which the local government holds a significant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government official, ask the Ethics Office immediately.

Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment from that person. They also include indirect payments or gifts to a third party, such as a consultant, contractor, partner, agent or supplier, who in turn is likely to offer a bribe. A “kickback” refers to a return of a sum already paid or due to be paid as a reward for making or helping to arrange a business transaction.

Our Company discourages facilitating or “grease” payments. These are payments made to help ensure that public officials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. While these payments are permissible under Company policy, proper authorization is required and we must be careful when offering them outside the United States.

Such payments may be viewed and treated as bribes in certain locations. We must ensure that all facilitating payments are reviewed and approved in accordance with Company policy and local procedures, and properly recorded on our Company’s books.

If someone asks you to make an improper payment or account for a transaction in an incorrect manner, or if you suspect that a transaction may involve an improper payment, report it promptly to the Ethics Office. Because anti-corruption rules can be complex, contact the Ethics Office before offering even the smallest courtesies to any government employees.


Q:		At times, it’s tough to meet Spirit’s high ethical standards and maintain our competitive standing. I will likely lose a big contract if I don’t pay a local official a bribe. Does Spirit really want me to forego the business?


A:		Yes. Our Company would much rather lose business if gaining this business requires bribery or other improper means. No contract is worth violating the law or our high standards of business ethics. The potential long-term damage to Spirit’s reputation and credibility more than offsets the short-term gain of winning the contract.

Trade Controls

Every day, Spirit supplies aerostructures and supporting systems to companies around the globe. Our global focus requires those of us involved in export and import activities to know and comply with the laws governing international trade.

An “export” is defined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, whether the transfer is to a person inside or outside the United States. Export activity is strictly regulated and may at times be prohibited, depending on the item being sent and its destination.

“Import” activity, or bringing the products we purchase from third parties across country borders, is also frequently subject to various laws and regulations. In particular, it may require the payment of duties and taxes, as well as the filing of documentation.

For certain countries, known as “sanctioned countries,” the U.S. government has enacted a particular or complete ban on any import or export activities. Although not a complete listing, trade control bans and restrictions govern the following:

»		Exports or re-exports to a sanctioned country

»		Imports or dealings with property originating from a sanctioned country

»		Assisting another company or person doing business with or in a sanctioned country

»		Financial transactions resulting from travel to, within or from a sanctioned country

»		New investments and other dealings in a sanctioned country or with designated individuals

»		Transfer of restricted software, technical data or technology via email, download, service work, meetings or visits to Spirit facilities

»		Export of articles or services designed or adaptable for military application

The list of prohibited countries and restrictions is subject to frequent change. Violating trade control laws and regulations can result in serious penalties, including fines, revocation of exporting privileges and imprisonment. If your work involves the sale or shipment of products, technologies or services to foreign consumers, make sure you keep up to date with the rules that apply to your work and our procedure for Compliance with United States Export Regulations. Following your review, if you have questions, seek guidance from Import/Export Administration before engaging in the activity.


Q:		While discussing a contract with my customer, I learn that the products we are exporting to the customer will eventually be shipped to Iran. Is this acceptable?


A:		No. You cannot bypass export regulations by shipping goods through another country. This is called “re-exporting,” or transferring exported products from the original foreign recipient to another foreign recipient. If you know about this transfer and don’t attempt to prevent it, you may be held liable. Contact the Import/Export Administration if you have questions regarding export laws and regulations.

Anti-Boycott Laws

U.S. law prohibits companies from complying with boycotts that are not sanctioned by the United States, such as the Arab League boycott of Israel. Requests for boycott cooperation may be oral or written, and often appear in bid or proposal materials from countries that support a boycott. Often, these requests are not obvious. Even letters of credit and shipping instructions may contain such requests. We are required by law to report requests to participate in an unsanctioned boycott or for information supportive of an unsanctioned boycott, even when we decline the request. If you receive a request to participate in a prohibited trade practice, you must immediately contact the Ethics Office. Please note that merely ignoring a request is not sufficient and is often viewed as an agreement to that request.

International Labor Laws

As good corporate citizens, we uphold human rights in the communities where we live and work. This means we comply with all applicable employment and labor laws in place in the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benefits. If you know or suspect that one of our business partners is violating human rights or labor laws, report this immediately to the Ethics Office.

Protecting Third-Party Intellectual Property and Information

Our customers, many of whom are in direct competition with each other, place their confidential information in our trust. We have a duty to reaffirm that trust by safeguarding our customers’ sensitive and proprietary information and intellectual property (IP) as diligently as we do our own. “IP” includes patents, trademarks, copyrights, trade secrets

and other proprietary information and expertise. We must carefully follow all applicable security measures and follow the IP protection plans set forth for each customer. We must meet all contractual and legal requirements regarding the separation and protection of customer proprietary information and IP.

We must also protect third-party proprietary information and never disclose it to anyone, whether inside or outside Spirit, who does not have a business need to know it. In addition, we have a duty to safeguard the IP of our other business partners and to respect all other valid third-party IP rights. This means we must be cautious to never reproduce or use such property, software or other technology except as permitted by an applicable license agreement or by law. Unauthorized use of third-party IP may expose our Company to civil lawsuits and damages.


Q:		A supervisor from another Spirit team has contacted me for information about one of our customers. I happen to know that her team deals mainly with this customer’s largest competitor. I’m not sure I should reveal the requested information to her, even though she works for Spirit. What should I do?


A:		Check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of your main concerns at all times. If you still have questions after consulting the plan, please contact your manager or the Ethics Office.

Serving Our Government Customers

Spirit’s relationships with various U.S. government agencies are key to our success. Those of us who negotiate, manage or fulfill Spirit’s contracts with these government agencies must understand and follow all applicable laws, regulations and Company policies that govern our interactions with government customers, including all security procedures. These regulations are very strict, and it is our responsibility to know and fully comply with their requirements.

If you have any questions about any government contract or subcontract, contact the Law Department before taking any action. Please note that violations of applicable laws and regulations can result in serious consequences for both the individuals involved and our Company, including substantial fines, civil and criminal charges and penalties, and loss of future government business.

Contract Bid and Negotiation Laws and Regulations

The Federal Acquisition Regulations (FAR) and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements, some of which are outlined below.

In following these laws, we must make sure that we:

Make only accurate and complete representations to our government customers;

Never obtain or use sensitive procurement information about the selection process or competitor bids that would give our Company an unfair competitive advantage;

Use only accurate and complete figures as the basis for pricing on bids for government contracts; and

Fully disclose all cost and pricing data during the contract proposal and negotiation phase.

We must be careful when interacting with government employees when dealing with issues outside of proposed government contracts. We must use caution before establishing any business relationship with companies owned by government employees. In addition, we may not discuss employment with or offer a job to a government employee (or his or her relative) who is involved in awarding or administering contracts with our Company. Finally, be careful to never engage a third party who claims to have illegal or improper influence with government employees or who you believe may exert illegal or improper influence to win a government contract.


Q:		I just found out that our supplier has reduced its prices. The prices quoted in a pending government contract are no longer accurate. Do I have a responsibility to tell the government customer?


A:		Yes. The U.S. Truth in Negotiations Act (TINA) requires government contractors to disclose all cost and pricing data while negotiating a contract. It is important to keep accurate, detailed and up-to-date records of cost and pricing information for this reason. You should notify the Law Department of this issue before contacting the government customer or making any changes to the contract.

The Anti-Kickback Act

Under no circumstances may we ever give gifts or favors, or provide any kind of kickbacks, to induce an actual or potential government customer to purchase services from Spirit. Similarly, we cannot solicit or accept a kickback. If you have further questions about kickbacks or bribes, reference the “FCPA and Other Anti-Bribery Laws” section of this Code, or contact the Ethics Office.

Government Contract Fulfillment Laws and Regulations

When we are working on a government contract, special rules and regulations apply. As a guiding principle, we must always be truthful and accurate when dealing with government employees and agencies. In particular, we must to the best of our ability:

»		Ensure that our facility’s reports, certifications and statements to the government are current, accurate and complete;

»		Follow all contract terms and obtain authorization before deviating from contract specifications;

»		Submit accurate cost and pricing data;

»		Never dispose of records or evidence relating to a government contract before the required retention period has ended; and

»		Never use government property, equipment or supplies for purposes other than those stated in the contract.

In addition, when working on government contracts, we must follow certain restrictions that may govern our entertainment, recruiting, hiring and certification practices. For instance, we may not negotiate employment with a government employee (or his or her relative) who is involved in administering Spirit’s government contracts. If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you.


Q:		A project I’m working on has fallen behind schedule because of its many testing requirements. The tests seem repetitive and skipping a few isn’t likely to affect the quality of the final product. Is it okay if I conduct only those tests that I think are absolutely necessary? This will save Spirit time and money.


A:		No. You must conduct all tests required by the government contract and accurately record all results. Failure to follow proper testing procedures set forth in a contract can result in injury to other persons and property. It can also lead to expensive fines and can prevent future contracts, so stopping tests won’t save us time or money in the long run.

Classified Government Information

If our work involves the U.S. government, we may be trusted with classified information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know and have the appropriate government clearance. If your work requires you to maintain a security clearance and you are allowed access to classified information, be sure to familiarize yourself with the National Industrial Security Program Operating Manual (NISPOM) and diligently follow our security measures.

Focus on... Our Shareholders

Keeping Accurate Records

The integrity and transparency of our financial records is crucial to Spirit’s operations and to maintaining the confidence and trust of our customers, shareholders and other key stakeholders. Our shareholders rely on us to make sure that our Company’s records and financial statements provide an honest picture of Spirit’s transactions and financial condition.

To ensure accurate and honest financial reporting, we must record, classify and summarize all transactions in accordance with Spirit’s internal control procedures, which comply with generally accepted accounting principles (GAAP) and applicable laws and regulations. We must never create, or encourage others to create, records that are intended to mislead or conceal improper activity. Such conduct violates Company policy and possibly the law.

We have a responsibility to provide accurate and truthful financial information in any and all reports and records, including timekeeping records, expense reports, business records and financial statements. Financial and accounting officers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s financial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Ethics Office.

We must provide all information and/or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information and/or records covered by such requests. When speaking with internal or external investigators, you may never make untrue or misleading statements, or encourage anyone else to do so. If you are contacted directly about an external investigation, be sure to immediately notify and coordinate with the Law Department before responding to external requests.

Maintaining accurate financial records ensures shareholder confidence.

Records Retention

We must follow applicable records retention guidelines at all times. Our Company has adopted guidelines—including Records and Information Management (RIM) procedures, instructions and records retention schedules—to assist us in knowing when documents should be stored or destroyed. If there is no legal or business reason to preserve a document, dispose of it in accordance with the records management procedures at your site. You must identify and manage all records you create and use in accordance with these guidelines.

If a manager or the Law Department directs you to preserve or retain certain documents, whether for a government investigation or otherwise, follow those instructions carefully.


Q:		One of my coworkers often comes to work late or leaves early, but records a full day. The other day, I asked him about it. He shrugged and told me to worry about my own timecard. I don’t want to get him in trouble, but feel like this might be a Code violation. What should I do?


A:		You should report this conduct because timekeeping fraud and failure to perform work is a Code violation that could result in disciplinary action, up to and including termination. Employees are responsible for accurately and diligently recording their time. Our Company uses timekeeping data to generate valuable financial and strategic information. Failing to report time honestly and accurately not only means that our Company can’t rely on this information for planning, but also means that the records Spirit files publicly may be false. Employees may be directed by management to clock in/out as well as labor clocking. If you have any questions about maintaining or submitting records of any sort, please speak with your manager, Human Resources or the Ethics Office.

Avoiding Conflicts of Interest

A conflict of interest arises when our personal interests interfere, or appear to interfere, with our ability to perform our jobs effectively and without bias. We must avoid any interest, investment or association in which a conflict of interest might arise. If you are, or believe you might be, involved in a conflict of interest, disclose it promptly by contacting the Ethics Office or by filling out the Conflict of Interest Review form. The form is available on the Ethics homepage at http://ethics.web.spiritaero.com. If you have any questions involving a potential conflict of interest, please consult management or the Ethics Office.

The following sections describe situations that may create conflicts of interest. Remember, the important thing is to avoid even the appearance of bias.

Gifts and Entertainment

We may provide appropriate business gifts and entertainment to build good working relationships with our suppliers and customers. However, good judgment, discretion and moderation should always serve as our guide. Giving business courtesies is not appropriate if doing so makes us appear biased or as if we are attempting to influence a business decision.

“Gifts” commonly include items of value, goods and services, as well as meals or entertainment. You may give and accept gifts that meet all of the following criteria:

»		Limited in value

»		Will not be viewed as a bribe or payoff

»		Consistent with generally accepted business practices and ethical standards

»		Will promote successful working relationships and goodwill

»		Would not reflect negatively on our Company if disclosed to the public

»		Not cash or cash equivalents (including gift certificates and vouchers)

“Entertainment” includes events that both you and your guests attend, such as meals, sporting events or concerts. You may offer entertainment when it meets all of the following criteria:

»		Hosted in a setting that is appropriate for a business

»		Reasonable

»		Unsolicited

We may never solicit gifts or entertainment from anyone, for any reason. The key thing to consider is whether a gift or entertainment would be perceived as an attempt to influence business decisions or to gain unfair business advantage.

It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see the “Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information.


Q:		I’d like to send a customer a New Year’s gift basket to show Spirit’s appreciation for their continued business. The basket is valued at U.S. $100. Is this an appropriate gift?


A:		Yes. As long as your customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since you are thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, your customer’s ability to make fair, impartial decisions. If, on the other hand, you were to receive a gift basket valued at U.S. $100, you should share its contents with your work group rather than keep it for yourself.

Business Relationships with Relatives and Friends

Business relationships with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is financially dependent upon you) and close friends can result in conflicts of interest, or the appearance of such conflicts. For this reason, you should never be involved with or attempt to influence the bidding, negotiating or contracting process between our Company and yourself, a relative or a close friend. This rule applies even in indirect situations where you, your relative or close friend owns or works on behalf of another company with which Spirit does or is considering doing business. If you find yourself in such a situation, remove yourself from the selection process and disclose the situation immediately.

Employee Relationships

To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper influence, no one should be put in a position of supervising or managing a relative. In addition, we may not audit, approve or evaluate the work product of a relative, nor may we work within the chain of command of an executive who is a relative. If you have such a relationship or wish to request an exception to these rules, please contact Human Resources or the Ethics Office.

Outside Employment

We must be careful when taking outside employment, as such activity can interfere with our assigned duties, work schedules and job performance at Spirit. If you engage in self-employment or other outside employment in areas similar to those in which Spirit is involved, you must fully disclose these activities to the Ethics Office through the conflict of interest process described above. Of course, you should never use Company facilities, equipment or other property in the pursuit of such activities.

In addition, working for a Spirit competitor, supplier or business partner presents a potential conflict of interest. If you are in such a position, disclose the situation promptly.


Q:		I’d like to pursue a seasonal part-time job to earn extra money during the holidays. Is this okay?


A:		Yes, so long as the second job is not with a Spirit competitor, supplier or business partner. You must also remember that your first responsibility is to our Company, so the second job must not interfere with your ability to fulfill your job duties for Spirit.

Investments in Suppliers, Business Partners and Competitors

Having a financial interest in any Spirit supplier, customer or competitor can create a conflict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a financial interest is defined as five percent or more of the outstanding stock of a publicly-traded company or of the ownership in a privately-held company.

Corporate Opportunities

During our employment with Spirit, we may learn about interesting business opportunities. These opportunities belong first and foremost to our Company. We may only take advantage of these opportunities after our Company has been informed of the opportunity, has had a chance to evaluate it, and has decided not to act on it.

Safeguarding Company Assets and Information

The assets of our Company—including physical assets, information, technology, intellectual property and our reputation—are crucial to our success. We must all work to prevent Spirit’s assets from being stolen, damaged or destroyed.

Physical Assets

It is our responsibility to safeguard all of Spirit’s physical assets from harm, loss or misuse. We should only use them for appropriate and authorized business purposes. Physical assets include funds, equipment, materials, systems, data, supplies and services. We must treat all goods entrusted to us with the greatest possible care.

Spirit Information and Intellectual Property

None of us may ever disclose confidential or proprietary information about our Company to anyone inside or outside our Company, except when specifically authorized to do so and only on a need-to-know basis. If you have access to such information or data, do not communicate it to anyone unless you are required to do so by law or have received specific authorization.

Each of us has a responsibility to take steps to protect Spirit’s IP and preserve its rights over such property. We must work to establish, protect, maintain and defend our Company’s rights in all IP, and strive to use those rights in responsible ways.

Proper Use of Technology

Computers and electronic information are essential tools that support our business. We all must ensure that we use technology with our values in mind. Our Acceptable Use Policy sets forth guidelines to show us how to achieve these goals.

Although Spirit allows limited personal use of Company resources, we are expected to use good judgment. We may not use these technologies to communicate illegal or obscene information; post religious or political messages; communicate inappropriate or sexually explicit jokes or offensive statements; conduct business for another company; or send unauthorized solicitations. As a rule, do not use Spirit technology in any manner that could embarrass you or harm Spirit’s reputation.

Compose email, instant messages and text messages with the same care you take in composing any other Company document. Electronic messages, both personal and business, are lasting and recoverable written records and can easily be copied and forwarded worldwide without your knowledge or consent.

You should not expect privacy when using email or the Internet. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit reserves the right to block offensive, illegal and non-business related sites and to intercept the entire content of any messages or files transmitted or stored in its system, including information that has been deleted by users. Monitoring activities, when undertaken, will comply with all local laws and regulations.

For more information, see our Information Technology Policy.

Spirit’s Name and Reputation

In order to protect our Company’s reputation, we must speak to the press, analysts, investors and other outside parties with one voice. That means that only authorized individuals may speak on behalf of Spirit. If you receive a request from the media, forward it promptly to Corporate Communications. If you receive a request from an analyst, forward it promptly to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Violations of this policy could result in severe disciplinary action, up to and including termination.

Using Inside Information Properly

In the normal course of doing business for Spirit, we may receive information about our Company, customers or business partners that is not available to the general public. We must avoid trading in the shares of Spirit or any of our business partners based on inside information. “Inside” information includes any nonpublic information about a company that a reasonable investor is likely to consider important in making an investment decision regarding that company. For example, inside information could include confidential information about a pending merger, acquisition or other transaction; a substantial contract award or termination; a major lawsuit; a significant technology breakthrough or failure; the gain or loss of a significant customer or supplier; or the filing of a bankruptcy petition.

In addition, we must be particularly cautious to not disclose inside information to anyone who does not have a business need to know it, including friends and relatives. “Tipping,” or providing insider information to another person and therefore enabling that person to buy or sell securities of a company based on inside information, is also a serious violation of securities laws.

Insider trading regulations are complex, and consequences of violations are severe. Remember, trades will always be viewed from the benefit of hindsight. If you have any questions, consult our Insider Trading Policy or contact the Law Department.

Focus on... Our Communities

Caring for Our Environment

Our Company is committed not only to complying with applicable environmental statutes and regulations in all countries where we operate, but also to continuously improving our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment by using risk-management strategies based on valid data and sound science. For example, we are continuously working to reduce or eliminate hazardous wastes and emissions from our manufacturing processes.

Wherever practicable, we attempt to enhance the quality of the environment in areas where we operate. We promote sustainability in all of our business activities, and are actively engaged in reclamation projects.

For additional information, please see our Environment, Health and Safety Policy.


Q:		I’m working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers hint that the contractor’s project strategies aren’t consistent with environmental requirements. Does this matter? After all, our Company isn’t doing the work and they’re probably saving us money by cutting corners.


A:		Yes, it matters. Ignoring any illegal or unethical acts is never the right thing to do. In addition, what the contractor is doing might expose Spirit to legal liabilities. Report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately.

Participating in Charitable and Political Activities

Spirit AeroSystems is committed to the communities where our employees work and live. We value the power of partnerships and will support projects that bring communities together to solve local problems and enhance their quality of life.

We support projects that bring communities together.

The right to participate in the political process and to engage in political activities is a personal choice that Spirit supports and respects. However, when engaging in personal civic and political affairs, we must make it clear that our views and actions are our own, and not those of our Company. We may not use Company resources or work time to support political parties, causes or candidates, or to promote our political views.

Corporate political activity is strictly regulated. For that reason, Spirit’s name must not be used to endorse any candidate. All political contributions made by our Company must be made to support candidates and activities aligned with our Company’s positions on issues of importance to its business. The Vice President of Corporate Communications & Public Affairs must approve in advance any corporate political activity, such as supporting a position on referenda or ballot issues, as well as visits to Spirit facilities by political candidates.


Q:		Recently, a State Representative came to speak at our facility. I thought our Company couldn’t endorse any political candidates. I personally dislike this politician and am upset that she was even on Company premises. What can I do about this?


A:		Actually, under certain circumstances politicians may visit Company premises, as long as the event is coordinated with the Vice President of Corporate Communications & Public Affairs. While our Company can’t use its name to endorse a candidate, Spirit’s name may be used to support a candidate’s position that promotes the interests of our Company. If you have questions or concerns about corporate or personal political activities, please speak with your supervisor or anyone listed in “Reporting Concerns and Seeking Guidance.”

Waivers of the Code

Waivers of certain provisions of this Code by our Company may be deemed appropriate in rare circumstances. If you believe that a waiver may be appropriate, discuss the matter with the Ethics Office.

Waivers for directors and executive officers of Spirit may be made only by the Board of Directors or a committee of the Board. Waivers will be disclosed as required by regulation or law.

The Spirit Board of Directors



^© 2009 Spirit AeroSystems
F09-02463 04/10

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey L. Turner, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Spirit AeroSystems Holdings, Inc. (“registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	/s/ Jeffrey L. Turner
	Jeffrey L. Turner
	President and Chief Executive Officer

Date: August 5, 2011

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip D. Anderson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Spirit AeroSystems Holdings, Inc. (“registrant”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	/s/ Philip D. Anderson
	Philip D. Anderson
	Senior Vice President and Chief Financial Officer

Date: August 5, 2011

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Spirit AeroSystems Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey L. Turner, as President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ Jeffrey L. Turner
	Jeffrey L. Turner
	President and Chief Executive Officer

Date: August 5, 2011

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Spirit AeroSystems Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Philip D. Anderson, as Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ Philip D. Anderson
	Philip D. Anderson
	Senior Vice President and Chief Financial Officer

Date: August 5, 2011