Table of Contents

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
  Form 10-Q
  (Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended October 1, 2015
 
Or
 
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 x   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 x   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 x
 
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 x
 
As of October 23, 2015, the registrant had outstanding 140,382,990 shares of class A common stock, $0.01 par value per share, and 121 shares of class B common stock, $0.01 par value per share.
 


Table of Contents

TABLE OF CONTENTS
 
 
 
 
 
 
 
 
Page
 
 
 
 


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Table of Contents

PART 1. FINANCIAL INFORMATION
 
Item 1. Financial Statements (unaudited)
 
Spirit AeroSystems Holdings, Inc.
 
Condensed Consolidated Statements of Operations
(unaudited)
 
 
For the Three
Months Ended
 
For the Nine
Months Ended
 
October 1,
2015
 
October 2,
2014
 
October 1,
2015
 
October 2,
2014
 
($ in millions, except per share data)
Net revenues
$
1,593.6

 
$
1,693.0

 
$
5,034.5

 
$
5,224.8

Operating costs and expenses
 

 
 

 
 

 
 

Cost of sales
1,341.0

 
1,418.0

 
4,197.2

 
4,411.2

Selling, general and administrative
54.5

 
50.0

 
159.9

 
164.9

Research and development
6.5

 
8.7

 
20.2

 
21.8

Total operating costs and expenses
1,402.0

 
1,476.7

 
4,377.3

 
4,597.9

Operating income
191.6

 
216.3

 
657.2

 
626.9

Interest expense and financing fee amortization
(11.7
)
 
(16.0
)
 
(41.7
)
 
(72.2
)
Other expense, net
(2.5
)
 
(8.4
)
 
(0.8
)
 
(1.2
)
Income before income taxes and equity in net income of affiliate
177.4

 
191.9

 
614.7

 
553.5

Income tax benefit (provision)
135.9

 
(23.9
)
 
34.8

 
(88.9
)
Income before equity in net income of affiliate
313.3

 
168.0

 
649.5

 
464.6

Equity in net income of affiliate
0.3

 

 
0.9

 
0.4

Net income
$
313.6

 
$
168.0

 
$
650.4

 
$
465.0

Earnings per share
 

 
 

 
 

 
 

Basic
$
2.25

 
$
1.21

 
$
4.67

 
$
3.30

Diluted
$
2.24

 
$
1.20

 
$
4.64

 
$
3.27

 
See notes to condensed consolidated financial statements (unaudited)

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Spirit AeroSystems Holdings, Inc.
 
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
 
 
For the Three
Months Ended
 
For the Nine 
 Months Ended
 
October 1,
2015
 
October 2,
2014
 
October 1,
2015
 
October 2,
2014
 
($ in millions)
Net income
$
313.6

 
$
168.0

 
$
650.4

 
$
465.0

Changes in other comprehensive income, net of tax:
 

 
 

 
 

 
 

Settlement of swap, net of tax effect of zero for each of the three and nine months ended, respectively

 

 
1.1

 

Unrealized loss on interest rate swaps, net of tax effect of zero for each of the three months and nine months ended, respectively

 
(0.5
)
 

 
(0.5
)
Pension, SERP and Retiree medical adjustments, net of tax effect of zero for each of the three and nine months ended, respectively
(0.6
)
 

 
(2.5
)
 

Unrealized foreign exchange loss on intercompany loan, net of tax effect of $0.4 and $0.9 for the three months ended and $0.4 and $0.5 for the nine months ended, respectively
(1.5
)
 
(3.1
)
 
(1.4
)
 
(1.6
)
Foreign currency translation adjustments
(9.3
)
 
(15.9
)
 
(8.2
)
 
(7.2
)
Total other comprehensive loss
(11.4
)
 
(19.5
)
 
(11.0
)
 
(9.3
)
Total comprehensive income
$
302.2

 
$
148.5

 
$
639.4

 
$
455.7

 
See notes to condensed consolidated financial statements (unaudited)

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Table of Contents

Spirit AeroSystems Holdings, Inc.
 
Condensed Consolidated Balance Sheets
(unaudited)
 
 
October 1,
2015
 
December 31,
2014
 
($ in millions)
Current assets
 

 
 

Cash and cash equivalents
$
1,042.7

 
$
377.9

Accounts receivable, net
575.8

 
605.6

Inventory, net
1,791.5

 
1,753.0

Deferred tax asset - current
80.6

 
53.2

Other current assets
98.7

 
262.4

Total current assets
3,589.3

 
3,052.1

Property, plant and equipment, net
1,874.9

 
1,783.6

Pension assets
223.1

 
203.4

Other assets
250.4

 
123.6

Total assets
$
5,937.7

 
$
5,162.7

Current liabilities
 

 
 

Accounts payable
$
677.0

 
$
611.2

Accrued expenses
276.8

 
329.1

Profit sharing
62.9

 
111.8

Current portion of long-term debt
35.7

 
9.4

Advance payments, short-term
172.2

 
118.6

Deferred revenue, short-term
196.2

 
23.4

Deferred grant income liability - current
11.5

 
10.2

Other current liabilities
71.7

 
45.1

Total current liabilities
1,504.0

 
1,258.8

Long-term debt
1,105.0

 
1,144.1

Advance payments, long-term
551.8

 
680.4

Pension/OPEB obligation
76.4

 
73.0

Deferred revenue and other deferred credits
142.8

 
27.5

Deferred grant income liability - non-current
86.3

 
96.1

Other liabilities
247.0

 
260.8

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, 140,383,915 and 141,084,378 shares issued, respectively
1.4

 
1.4

Common stock, Class B par value $0.01, 150,000,000 shares authorized, 121 and 4,745 shares issued, respectively

 

Additional paid-in capital
1,044.5

 
1,035.6

Accumulated other comprehensive loss
(164.8
)
 
(153.8
)
Retained earnings
1,517.9

 
867.5

Treasury stock, at cost (4,924,000 and 4,000,000 shares, respectively)
(175.1
)
 
(129.2
)
Total shareholders’ equity
2,223.9

 
1,621.5

Noncontrolling interest
0.5

 
0.5

Total equity
2,224.4

 
1,622.0

Total liabilities and equity
$
5,937.7

 
$
5,162.7

 See notes to condensed consolidated financial statements (unaudited)

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Table of Contents

Spirit AeroSystems Holdings, Inc.  
Condensed Consolidated Statements of Cash Flows
(unaudited)
 
For the Nine
Months Ended
 
October 1,
2015
 
October 2,
2014
 
($ in millions)
Operating activities
 

 
 

Net income
$
650.4

 
$
465.0

Adjustments to reconcile net income to net cash provided by operating activities
 

 
 

Depreciation expense
133.4

 
126.3

Amortization expense
0.6

 
5.7

Amortization of deferred financing fees
6.0

 
21.0

Accretion of customer supply agreement
1.6

 
0.8

Employee stock compensation expense
19.0

 
12.7

Excess tax benefit of share-based payment arrangements
(10.7
)
 
(2.4
)
Loss from interest rate swaps

 
0.1

Loss (gain) from hedge contracts
1.6

 
(1.4
)
Loss from foreign currency transactions
6.3

 
4.3

Loss on disposition of assets
3.0

 
0.3

Deferred taxes
(200.7
)
 
2.1

Long-term tax provision

 
(1.2
)
Pension and other post retirement benefits, net
(19.7
)
 
(19.2
)
Grant income
(7.5
)
 
(6.3
)
Equity in net income of affiliate
(0.9
)
 
(0.4
)
Changes in assets and liabilities
 

 
 

Accounts receivable
24.4

 
(264.2
)
Inventory, net
(53.9
)
 
(122.5
)
Accounts payable and accrued liabilities
11.2

 
21.6

Profit sharing/deferred compensation
(48.8
)
 
39.7

Advance payments
(75.0
)
 
(46.0
)
Income taxes receivable/payable
179.6

 
37.2

Deferred revenue and other deferred credits
290.3

 
0.9

Other
59.2

 
54.2

Net cash provided by operating activities
969.4

 
328.3

Investing activities
 

 
 

Purchase of property, plant and equipment
(216.5
)
 
(134.0
)
Proceeds from sale of assets
1.8

 
0.4

Net cash used in investing activities
(214.7
)
 
(133.6
)
Financing activities
 

 
 

Proceeds from issuance of debt
535.0

 

Proceeds from issuance of bonds

 
300.0

Principal payments of debt
(29.2
)
 
(14.6
)
Payments on term loan
(534.9
)
 

Payments on bonds

 
(300.0
)
Taxes paid related to net share settlement awards
(20.7
)
 

Excess tax benefit of share-based payment arrangements
10.7

 
2.4

Debt issuance and financing costs
(4.7
)
 
(20.8
)
Purchase of treasury stock
(45.9
)
 
(129.2
)
Net cash used in financing activities
(89.7
)
 
(162.2
)
Effect of exchange rate changes on cash and cash equivalents
(0.2
)
 
(0.4
)
Net increase in cash and cash equivalents for the period
664.8

 
32.1

Cash and cash equivalents, beginning of period
377.9

 
420.7

Cash and cash equivalents, end of period
$
1,042.7

 
$
452.8

See notes to condensed consolidated financial statements (unaudited)

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Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, 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 Boeing's operations in Wichita, Kansas; Tulsa, Oklahoma; and McAlester, Oklahoma (the "Boeing Acquisition") by an investor group led by Onex Partners LP and Onex Corporation (together with its affiliates, "Onex"). Holdings provides manufacturing and design expertise in a wide range of fuselage, propulsion and wing products and services for aircraft original equipment manufacturers ("OEM") and operators through its subsidiary, Spirit AeroSystems, Inc. ("Spirit"). 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 has assembly facilities in Saint-Nazaire, France, and Chanute, Kansas.

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 a joint venture, Taikoo Spirit AeroSystems Composite Co. Ltd. ("TSACCL"), of which Spirit's ownership interest is 31.5% . TSACCL was formed to develop and implement a state of the art composite and metal bond component repair station in the Asia-Pacific region.

In August 2014, Onex sold its remaining investment in the Company in a secondary offering of the Company's class A common stock.

In December 2014, Spirit divested its G280 and G650 programs, consisting of the design, manufacture and support of structural components for the Gulfstream G280 and G650 aircraft in Spirit’s facilities in Tulsa, Oklahoma, to Triumph Aerostructures - Tulsa, LLC, a wholly-owned subsidiary of Triumph Group Inc. ("Triumph").

The accompanying unaudited interim condensed consolidated financial statements include the Company’s financial statements and the financial statements of its majority-owned or controlled 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.  The Company's fiscal quarters are 13 weeks in length. Because the Company's fiscal year ends on December 31, the number of days in the Company's first and fourth quarters varies slightly from year to year. The year-end condensed balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP.  The Company's investment in TSACCL, in which the Company does not have a controlling interest, is 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; the Malaysian subsidiary uses the British pound and the Singapore subsidiary uses the Singapore dollar.  All other foreign subsidiaries and branches use the U.S. dollar as their functional currency.
 
As part of the monthly consolidation process, the Company's international entities that have functional currencies other than the U.S. dollar 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 nine months ended October 1, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. Certain reclassifications have been made to the prior year financial statements and notes to conform to the 2015 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. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company's 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2015 and subsequently amended on Form 10-K/A filed with the SEC on March 6, 2015 (the "2014 Form 10-K").


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Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


2.  New Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Inventory, Simplifying the Measurement of Inventory (FASB ASU 2015-11). ASU 2015-11 affects reporting entities that measure inventory using first-in, first-out or average cost. FASB ASU 2015-11 requires that inventory be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. FASB ASU 2015-11 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The adoption of FASB ASU 2015-11 is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest, (FASB ASU 2015-03) which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance of debt issuance costs are not affected by the amendments in this update. FASB ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 and requires the Company to apply the new guidance on a retrospective basis upon adoption. In August 2015, the FASB issued ASU 2015-15 which amends ASU 2015-03 to clarify presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. The adoption of FASB ASU 2015-03 is not expected to have a material impact on the Company’s consolidated financial statements.
 
In February 2015, the FASB issued ASU No. 2015-02, Consolidation: Amendments to the Consolidation Analysis (FASB ASU 2015-02). FASB ASU 2015-02 amended the process that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. FASB ASU 2015-02 is effective for the annual period ending after December 15, 2015, and for annual periods and interim periods thereafter. The Company has elected, as permitted by the standard, to adopt FASB ASU 2015-02 early, to be effective for the second quarter ended July 2, 2015. The adoption of FASB ASU 2015-02 did not have a material impact on the Company's consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition (FASB ASU 2014-09). This update is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. FASB ASU 2014-09 is effective in annual periods beginning after December 15, 2016 and for interim and annual reporting periods thereafter. Early application is not permitted for public entities. In July 2015, the FASB affirmed its proposal to defer the effective date of the ASU 2014-09 for all entities by one year. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, with an option that would permit companies to adopt the standard as early as the original effective date. Early adoption prior to the original effective date is not permitted. The Company is currently evaluating the new guidance to determine the impact it may have to its consolidated financial statements.

3.  Changes in Estimates

The Company has a Company-wide quarterly Estimate at Completion (EAC) process in which management assesses the progress and performance of the Company's contracts. This process requires management to review each program’s progress towards completion by evaluating the program schedule, changes to identified risks and opportunities, changes to estimated contract revenues and estimated contract costs over the current contract block and any outstanding contract matters. Risks and opportunities include management's judgment about the cost associated with a program’s ability to achieve the schedule, technical requirements (e.g., a newly-developed product versus a mature product) and any other contract requirements. The majority of the Company's fixed priced contracts are life of aircraft program contracts. Due to the span of years it may take to complete a contract block and the scope and nature of the work required to be performed on those contracts, the estimation of total revenue and costs at completion is complicated and subject to many variables and, accordingly, is subject to change. When adjustments in estimated total contract block revenue or estimated total cost are required, any changes from prior estimates for delivered units are recognized in the current period as a cumulative catch-up adjustment for the inception-to-date effect of such changes.  Cumulative catch-up adjustments are driven by several factors including improved production efficiencies, assumed rate of production, the rate of overhead absorption, changes to scope of work and contract modifications. When estimates of total costs to be incurred on a contract block exceed estimates of total revenue to be earned, a provision for the entire loss on the contract block is recorded in the period in which the loss is determined. Changes in estimates are summarized below:


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Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


 
For the Three Months Ended
 
For the Nine Months Ended
Changes in Estimates
October 1, 2015
October 2, 2014
 
October 1, 2015
October 2, 2014
Favorable Cumulative Catch-up Adjustment by Segment
 
 
 
 
 
Fuselage
$
7.8

$
9.7

 
$
15.4

$
10.2

Propulsion
8.4

8.2

 
19.8

11.2

Wing
2.8

14.8

 
1.2

24.4

Total Favorable Cumulative Catch-up Adjustment
$
19.0

$
32.7

 
$
36.4

$
45.8

 
 
 
 
 
 
Changes in Estimates on Loss Programs and (Forward Loss)
 
 
 
 
 
Fuselage
 
 
 
 
 
Boeing - All other platforms
$

$

 
$
6.4

$

Other Platforms


 

(0.9
)
Total Fuselage Forward Loss
$

$

 
$
6.4

$
(0.9
)
Propulsion
 
 
 
 
 
Boeing - All other platforms
$

$

 
$
(1.3
)
$

Total Propulsion Forward Loss
$

$

 
$
(1.3
)
$

Wing
 
 
 
 
 
Other Platforms
$

$

 
$

$
(0.3
)
Total Wing Forward Loss
$

$

 
$

$
(0.3
)
Total Change in Estimate on Loss Programs and (Forward Loss), net
$

$

 
$
5.1

$
(1.2
)
 
 
 
 
 
 
Total Change in Estimate
$
19.0

$
32.7

 
$
41.5

$
44.6

EPS Impact (diluted per share based upon statutory rates)
$
0.09

$
0.15

 
$
0.19

$
0.20


The Company is currently working on several new and maturing programs which are in various stages of development, including the B787, A350 XWB and Rolls-Royce BR725 programs. These programs carry risks associated with design responsibility, development of production tooling, production inefficiencies during the initial phases of production, hiring and training of qualified personnel, increased capital and funding commitments, supplier performance, delivery schedules and unique customer requirements.  The Company has previously recorded forward loss charges on these programs. If the risks related to these programs are not mitigated, then the Company could record additional forward loss charges.

4.  Accounts Receivable, net
 
Accounts receivable, net consists of the following:
 
October 1,
2015
 
December 31,
2014
Trade receivables (1)(2)
$
541.4

 
$
598.4

Other
34.7

 
7.7

Less: allowance for doubtful accounts
(0.3
)
 
(0.5
)
Accounts receivable, net
$
575.8

 
$
605.6

 
 

(1)
Includes unbilled receivables of $28.5 and $26.0 as of October 1, 2015 and December 31, 2014, respectively.
(2)
Includes $135.1 held in retainage by a customer at December 31, 2014.

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Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)



Accounts receivable, net includes unbilled receivables on long-term aerospace contracts, comprised principally of revenue recognized on contracts for which amounts were earned but not contractually billable as of the balance sheet date, or amounts earned for which the recovery will occur over the term of the contract, which could exceed one year.

5.  Inventory
 
Inventories are summarized as follows:
 
October 1,
2015
 
December 31,
2014
Raw materials
$
257.9

 
$
254.5

Work-in-process
863.5

 
885.7

Finished goods
68.4

 
46.7

Product inventory
1,189.8

 
1,186.9

Capitalized pre-production
187.7

 
223.4

Deferred production
1,308.7

 
1,244.3

Forward loss provision
(894.7
)
 
(901.6
)
Total inventory, net
$
1,791.5

 
$
1,753.0

 
Capitalized pre-production costs include certain contract costs, including applicable overhead, incurred before a product is manufactured on a recurring basis. Significant statement of work changes considered not reimbursable by the customer can also cause pre-production costs to be incurred. These costs are typically amortized over a certain number of shipset deliveries.

Deferred production includes costs for the excess of production costs over the estimated average cost per shipset, and credit balances for favorable variances on contracts between actual costs incurred and the estimated average cost per shipset for units delivered under the current production blocks. Recovery of excess-over-average deferred production costs is dependent on the number of shipsets 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 losses on these contracts in future periods.

Provisions for anticipated losses on contract blocks are recorded in the period in which they become evident (“forward losses”) and included in inventory with any remaining amount reflected in accrued contract liabilities.

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

Inventories are summarized by platform and costs below:
 
 
October 1, 2015
 
Product Inventory
 
 
 
 
 
 
 
 
 
Inventory
 
Non-Recurring
 
Capitalized Pre-
Production
 
Deferred
Production
 
Forward Loss
Provision
 
Total Inventory, net October 1, 2015
B787
208.0

 

 
56.5

 
567.0

 
(606.0
)
 
225.5

Boeing - All other platforms (1)
481.5

 
26.6

 
5.8

 
(18.8
)
 
(25.5
)
 
469.6

A350 XWB
167.4

 
54.0

 
96.4

 
662.1

 
(119.8
)
 
860.1

Airbus - All other platforms
96.0

 

 

 
4.1

 

 
100.1

Rolls-Royce BR725 (2)
23.7

 

 
29.0

 
90.7

 
(143.4
)
 

Aftermarket
54.9

 

 

 

 

 
54.9

Other platforms
75.0

 
2.7

 

 
3.6

 

 
81.3

Total
$
1,106.5

 
$
83.3

 
$
187.7

 
$
1,308.7

 
$
(894.7
)
 
$
1,791.5


10

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


 
 
December 31, 2014
 
Product Inventory
 
 
 
 
 
 
 
 
 
Inventory
 
Non-Recurring
 
Capitalized Pre-
Production
 
Deferred
Production
 
Forward Loss
Provision
 
Total Inventory,
net December 31,
2014
B787
227.9

 

 
102.7

 
551.6

 
(606.0
)
 
276.2

Boeing - All other platforms (1)
497.4

 
7.7

 
7.4

 
(8.9
)
 
(38.8
)
 
464.8

A350 XWB
148.7

 
35.6

 
76.4

 
607.6

 
(120.1
)
 
748.2

Airbus - All other platforms
82.1

 

 

 
5.6

 

 
87.7

Rolls-Royce BR725 (2)
17.5

 

 
35.4

 
83.8

 
(136.7
)
 

Aftermarket
45.2

 
0.2

 

 

 

 
45.4

Other platforms
113.5

 
11.1

 
1.5

 
4.6

 

 
130.7

Total
$
1,132.3

 
$
54.6

 
$
223.4

 
$
1,244.3

 
$
(901.6
)
 
$
1,753.0

 
 

(1)
Forward loss charges recorded in prior periods on a program within Boeing - All other platforms exceeded the total inventory balance. The excess of the charge over program inventory is classified as a contract liability and reported in other current liabilities on the Condensed Consolidated Balance Sheet. The total contract liability was zero and $2.1 as of October 1, 2015 and December 31, 2014, respectively.
(2)
Forward loss charges recorded in prior periods on the Rolls-Royce BR725 program exceeded the total inventory balance. The excess of the charge over program inventory is classified as a contract liability and reported in other current liabilities on the Condensed Consolidated Balance Sheet. The total contract liability was $5.5 and $12.2 as of October 1, 2015 and December 31, 2014, respectively.
 
The following is a roll forward of the capitalized pre-production costs included in the inventory balance at October 1, 2015 :
Balance, December 31, 2014
$
223.4

Charges to costs and expenses
(59.8
)
Capitalized costs
24.1

Balance, October 1, 2015
$
187.7


The following is a roll forward of the deferred production costs included in the inventory balance at October 1, 2015 :
Balance, December 31, 2014
$
1,244.3

Charges to costs and expenses
(752.5
)
Capitalized costs
822.4

Exchange rate
(5.5
)
Balance, October 1, 2015
$
1,308.7

 
Significant amortization of capitalized pre-production and deferred production inventory will occur over the following contract blocks: 
Model
 
Contract Block
Quantity
 
Orders (1)
B787
 
500

 
768

A350 XWB
 
400

 
777

Rolls-Royce BR725
 
350

 
196

 
 

11

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)



(1)
Orders are from the published firm-order backlogs of Airbus and Boeing.  For Rolls-Royce BR725, orders represent purchase orders received from OEMs and are not reflective of OEM sales backlog; orders reported are total block orders, including delivered units.
 
Current block deliveries are as follows:
 
Model
 
Current Block
Deliveries
B787
 
379

A350 XWB
 
50

Rolls-Royce BR725
 
173

 
Contract block quantities are projected to fully absorb the balance of deferred production inventory.  Capitalized pre-production and deferred production inventories are at risk to the extent that the Company does not achieve the orders in the forecasted blocks or if future actual costs exceed current projected estimates, as those categories of inventory are recoverable over future deliveries.  In the case of capitalized pre-production this may be over multiple blocks.  Should orders not materialize in future periods to fulfill the block, potential forward loss charges may be necessary to the extent the final delivered quantity does not absorb deferred inventory costs.
 
6.  Property, Plant and Equipment, net
 
Property, plant and equipment, net consists of the following: 
 
 
October 1,
2015
 
December 31,
2014
Land
$
16.7

 
$
17.1

Buildings (including improvements)
581.5

 
572.9

Machinery and equipment
1,183.7

 
1,125.5

Tooling
906.7

 
841.2

Capitalized software
218.9

 
208.3

Construction-in-progress
216.4

 
138.3

Total
3,123.9

 
2,903.3

Less: accumulated depreciation
(1,249.0
)
 
(1,119.7
)
Property, plant and equipment, net
$
1,874.9

 
$
1,783.6

 
Interest costs associated with construction-in-progress are capitalized until the assets are completed and ready for use. Capitalized interest was $1.4 and $1.0 for the three months ended October 1, 2015 and October 2, 2014 , respectively, and $3.8 and $2.8 for the nine months ended October 1, 2015 and October 2, 2014 , respectively. Repair and maintenance costs are expensed as incurred. The Company recognized repair and maintenance costs of $33.6 and $22.9 for the three months ended October 1, 2015 and October 2, 2014 , respectively, and $96.6 and $74.0 for the nine months ended October 1, 2015 and October 2, 2014 , respectively.
 
The Company capitalizes certain costs, such as software coding, installation and testing, that are incurred to purchase or to create and implement internal-use computer software.  Depreciation expense related to capitalized software was $4.2 and $4.9 for the three months ended October 1, 2015 and October 2, 2014 , respectively, and $12.7 and $13.4 for the nine months ended October 1, 2015 and October 2, 2014 , respectively.
 
The Company reviews capital and amortizing intangible assets (long-lived assets) for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  The Company evaluated its long-lived assets at its locations and determined no impairment was necessary as of October 1, 2015 .  


12

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


7.  Other Assets
 
Other assets are summarized as follows:
 
 
October 1,
2015
 
December 31,
2014
Intangible assets
 

 
 

Patents
$
1.9

 
$
1.9

Favorable leasehold interests
6.3

 
6.3

Total intangible assets
8.2

 
8.2

Less: Accumulated amortization - patents
(1.6
)
 
(1.5
)
Accumulated amortization - favorable leasehold interest
(3.7
)
 
(3.5
)
Intangible assets, net
2.9

 
3.2

Deferred financing
 

 
 

Deferred financing costs
105.8

 
101.2

Less: Accumulated amortization - deferred financing costs (1)
(85.4
)
 
(79.5
)
Deferred financing costs, net
20.4

 
21.7

Other
 

 
 

Goodwill - Europe
2.8

 
2.9

Equity in net assets of affiliates
2.8

 
1.9

Customer supply agreement (2)
31.8

 
34.3

Restricted Cash
19.9

 
19.9

Deferred Tax Asset - non-current (3)
128.2

 

Other
41.6

 
39.7

Total
$
250.4

 
$
123.6

 

(1)
Includes charges related to debt extinguishment of $3.1 and $15.1 for the periods ended October 1, 2015 and December 31, 2014, respectively.
(2)
Under an agreement with the Company's customer Airbus, certain payments accounted for as consideration given by the Company to Airbus are being amortized as a reduction to net revenues.
(3)
For further detail see Note 15, Income Taxes.
 
8.  Advance Payments and Deferred Revenue/Credits
 
Advance payments. Advance payments are those payments made to Spirit by customers in contemplation of the future performance of services, receipt of goods, incurrence of expenditures or for other assets to be provided by Spirit under a contract and are repayable if such obligation is not satisfied. The amount of advance payments to be recovered against production units expected to be delivered within a year is classified as a short-term liability on the Company's consolidated balance sheet, with the balance of the unliquidated advance payments classified as a long-term liability.

On April 8, 2014, the Company signed a memorandum of agreement with Boeing which suspended advance repayments related to the B787 program for a period of twelve months beginning April 1, 2014. Repayment recommenced on April 1, 2015 and any repayments which otherwise would have become due during such twelve-month period will be offset against the purchase price for shipset 1,001 and beyond.
 
Deferred revenue/credits. Deferred revenue/credits generally consist of nonrefundable amounts received in advance of revenue being earned for specific contractual deliverables or amounts that could be required to be refunded if certain performance obligations or conditions are not met. These payments are classified as deferred revenue/credits on the Company's Condensed Consolidated Balance Sheet when received and recognized as revenue as the production units are delivered or performance obligations or conditions are met.

13

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


 

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

 
October 1,
2015
 
December 31,
2014
B787
$
828.2

 
$
581.1

Boeing — All other platforms
14.4

 
16.4

A350 XWB
200.3

 
224.3

Airbus — All other platforms
3.2

 
4.1

Other
16.9

 
24.0

Total advance payments and deferred revenue/credits
$
1,063.0

 
$
849.9

 

9. Government Grants
 
The Company received grants in the form of government funding for a portion of the site construction and other specific capital asset costs at the Company's Kinston, North Carolina and Subang, Malaysia sites. 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, which began in 2010, in a manner consistent with the job performance criteria. Under the agreement, failure to meet job performance criteria, including creation of a targeted number of jobs, could result in Spirit making incremental rent payments to the North Carolina Global TransPark Authority over the initial term of the lease. The amount of the incremental rent payments would vary depending on Spirit’s level of attainment of these requirements not to exceed a certain dollar threshold. In Malaysia, the deferred grant income is being amortized based on the estimated lives of the eligible assets constructed with the grant funds as there are no performance criteria. The assets related to deferred grant income are consolidated within property, plant and equipment.
 
Deferred grant income liability, net consists of the following:

Balance, December 31, 2014
$
106.3

Grant liability amortized
(1.3
)
Grant income recognized
(6.2
)
Exchange rate
(1.0
)
Total liability related to deferred grant income, October 1, 2015
$
97.8

 
The asset related to the deferred grant income consists of the following:
 
Balance, December 31, 2014
$
113.2

Amortization
(3.7
)
Exchange rate
(0.9
)
Total asset value related to deferred grant income, October 1, 2015
$
108.6

 

10.  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:

14

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)



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 the 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
 
October 1, 2015
 
At October 1, 2015 using
Description
Total Carrying
Amount in
Balance Sheet
 
Assets
Measured at
Fair Value
 
Liabilities
Measured at Fair
Value
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Money Market Fund
$
100.1

 
$
100.1

 
$

 
$
100.1

 
$

 
$

 
 
Fair Value Measurements
 
December 31, 2014
 
At December 31, 2014 using
Description
Total Carrying
Amount in
Balance Sheet
 
Assets
Measured at
Fair Value
 
Liabilities
Measured at Fair
Value
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Money Market Fund
$
88.3

 
$
88.3

 
$

 
$
88.3

 
$

 
$

Interest Rate Swaps
$
(1.1
)
 
$

 
$
(1.1
)
 
$

 
$
(1.1
)
 
$

 
The fair value of the interest rate swaps is 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 includes a senior secured term loan, senior unsecured notes and the Malaysian term loan.  The estimated fair value of the Company's debt obligations is based on the quoted market prices for such obligations or the historical default rate for debt with similar credit ratings. The following table presents the carrying amount and estimated fair value of long-term debt:
 
 
October 1, 2015
 
December 31, 2014
 
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
Senior secured term loan A (including current portion)
$
514.9

 
$
510.4

(2)
$

 
$

 
Senior secured term loan B (including current portion)

 

(1)
534.4

 
527.1

(1)
Senior unsecured notes due 2020
300.0

 
312.8

(1)
300.0

 
320.3

(1)
Senior unsecured notes due 2022
299.5

 
304.0

(1)
299.5

 
304.7

(1)
Malaysian loan
3.7

 
3.2

(2)
6.7

 
5.8

(2)
Total
$
1,118.1

 
$
1,130.4

 
$
1,140.6

 
$
1,157.9

 

15

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


 
(1)
Level 1 Fair Value hierarchy
(2)
Level 2 Fair Value hierarchy 

11.  Derivative and Hedging Activities
 
The Company has historically entered into interest rate swap agreements to reduce its exposure to the variable rate portion of its long-term debt. On the inception date, the Company designates a derivative contract as either a fair value or cash flow hedge and links the contract to either a specific asset or liability on the balance sheet, or to forecasted commitments or transactions. The Company assesses, both at the hedges' inception and on a quarterly basis, whether the derivative item is effective in offsetting changes in fair value or cash flows. Any gains or losses on hedges are included in earnings when the underlying transaction that was hedged occurs. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values.
 
The Company has historically entered into 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. See Note 12, Debt for discussion of the Company's senior secured credit facilities.
 
Interest Rate Swaps
 
During the first quarter of 2015, as a result of Amendment No. 5 to its Credit Agreement, the Company unwound its interest rate swap agreements which had a notional amount of $250.0 . The company recognized a loss of $0.4 as a result of settling these interest rate swaps. This loss on derivatives not designated as hedging instruments is included in Other Expense on the Consolidated Statement of Operations for the nine months ended October 1, 2015. In total, the Company paid $2.0 as a result of the settlement of the interest rate swap agreements.

As of October 1, 2015, the Company had no outstanding interest rate swap agreements. At December 31, 2014, the fair value of interest rate swaps designated as hedging instruments was a liability of $1.1 .

The impact on earnings from interest rate swaps that were no longer effective was a loss of $1.6 and $0.1 for the nine months ended October 1, 2015 and October 2, 2014, respectively. The amount reclassified from accumulated other comprehensive income into income from interest rate swaps that were effective was a loss of $0.5 and $0.1 for the nine months ended October 1, 2015 and October 2, 2014, respectively. There were no gains or losses recognized in income from interest rate swaps during the third quarter of 2015 or 2014.
 
12.  Debt
 
Total debt shown on the balance sheet is comprised of the following:
 
 
October 1, 2015
 
December 31, 2014
 
Current
Noncurrent
 
Current
Noncurrent
Senior secured term loan A
$
26.8

$
488.1

 
$

$

Senior secured term loan B


 
5.5

528.9

Senior notes due 2020

300.0

 

300.0

Senior notes due 2022

299.5

 

299.5

Malaysian term loan
2.1

1.6

 
3.0

3.7

Present value of capital lease obligations
0.7

8.8

 
0.9

12.0

Other
6.1

7.0

 


Total
$
35.7

$
1,105.0

 
$
9.4

$
1,144.1

 

16

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


Senior Secured Credit Facilities
 
On March 18, 2015, Spirit AeroSystems, Inc., as borrower, Spirit AeroSystems Holdings, Inc., as parent guarantor, and certain of its subsidiaries entered into Amendment No. 5 (the “Amendment”) to the Company's senior secured Credit Agreement, dated as of April 18, 2012, as amended by Amendment No. 1, dated as of October 26, 2012, Amendment No. 2, dated as of August 2, 2013, Amendment No. 3, dated as of March 18, 2014 and Amendment No. 4, dated as of June 3, 2014 (the "Credit Agreement"). The Amendment provided for a new $535.0 senior secured term loan A (the “Term Loan”) with a maturity date of March 18, 2020 , which replaces the term loan B which had an amount outstanding of approximately $534.9 (the “Term Loan B”) that was scheduled to mature on September 15, 2020 . The Term Loan bears interest, at Spirit’s option, at either LIBOR plus 1.75% or a defined “base rate” plus 0.75% , subject to adjustment to amounts between and including LIBOR plus 1.75% and LIBOR plus 2.50% (or amounts between and including base rate plus 0.75% and base rate plus 1.50% , as applicable) based on changes to Spirit’s debt-to-EBITDA ratio. The principal obligations under the Term Loan are to be repaid in equal quarterly installments of $6.7 , with the remaining balance due at maturity of the Term Loan. The Amendment maintained substantially the same prepayment requirements and covenant structure under the Credit Agreement, and provided the Company with some additional flexibility with respect to certain activities. Spirit used the proceeds of the Term Loan to pay off the Term Loan B and to pay a portion of the fees and expenses payable in connection with the Amendment.

Substantially all of Spirit's assets, including inventory and property, plant and equipment, continue to be pledged as collateral for both the Term Loan and the revolving credit facility. As of October 1, 2015, the outstanding balance of the Term Loan was $514.9 . As a result of extinguishment of the Term Loan B during the first quarter of 2015, the Company recognized a loss on extinguishment of debt of $3.6 . Of this total charge, $3.1 is reflected within amortization of deferred financing fees and $0.5 is reflected within amortization expense on the Condensed Consolidated Statement of Cash Flows for the nine months ended October 1, 2015 .
 
Senior Notes
 
In November 2010, the Company issued $300.0 in aggregate principal amount of 6.75% 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 carrying value of the 2020 Notes was $300.0 as of October 1, 2015 .

In March 2014, the Company issued $300.0 in aggregate principal amount of 5.25% Senior Notes due March 15, 2022 (the "2022 Notes") with interest payable, in cash in arrears, on March 15 and September 15 of each year, beginning September 15, 2014. The 2022 Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Company and its existing and future domestic subsidiaries that guarantee Spirit's obligations under its amended senior secured credit facility. The carrying value of the 2022 Notes was $299.5 as of October 1, 2015 .
 
Malaysian Facility Agreement
 
The Company’s wholly-owned subsidiary, Spirit AeroSystems Malaysia SDN BHD is party to a Facility Agreement for a term loan facility with the Malaysian Export-Import Bank for Ringgit Malaysia (“RM”) 69.2 (approximately USD $20.0 equivalent) (the “Malaysia Facility”). The Malaysia Facility requires quarterly principal repayments of RM3.3 (approximately USD $1.0 equivalent) from September 2011 through May 2017 and quarterly interest payments payable at a fixed interest rate of 3.50% per annum. As of October 1, 2015 , the Malaysia Facility loan balance was $3.7 .
 
French Factory Capital Lease Agreement
 
The Company’s indirect wholly-owned subsidiary, Spirit AeroSystems France SARL is party to a capital lease agreement for €9.0 (approximately USD $13.1 equivalent) with a subsidiary of BNP Paribas Bank. Lease payments under the capital lease agreement are variable, subject to the three-month Euribor rate plus 2.20% . Lease payments are due quarterly through April 2025. As of October 1, 2015 , the Saint-Nazaire capital lease balance was $7.6 .
 




17

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


Nashville Design Center Capital Lease Agreement
 
During the second quarter of 2015, the Company terminated its capital lease agreement for a portion of an office building in Nashville, Tennessee resulting in the capital lease balance at October 1, 2015 of zero .  

13. Pension and Other Post-Retirement Benefits
 
 
 
Defined Benefit Plans
 
 
For the Three
  Months Ended
 
For the Nine
  Months Ended
Components of Net Periodic Pension
Income
 
October 1,
2015
 
October 2,
2014
 
October 1,
2015
 
October 2,
2014
Service cost
 
$
0.2

 
$

 
$
0.7

 
$

Interest cost
 
12.0

 
12.4

 
35.8

 
37.2

Expected return on plan assets
 
(20.7
)
 
(20.4
)
 
(62.2
)
 
(61.4
)
Amortization of net loss
 
0.8

 

 
2.7

 

Net periodic pension income
 
$
(7.7
)
 
$
(8.0
)
 
$
(23.0
)
 
$
(24.2
)
 
 
 
Other Benefits
 
 
For the Three
Months Ended
 
For the Nine
  Months Ended
Components of Other Benefit Expense
 
October 1,
2015
 
October 2,
2014
 
October 1,
2015
 
October 2,
2014
Service cost
 
$
0.6

 
$
0.6

 
$
1.7

 
$
1.7

Interest cost
 
0.5

 
0.6

 
1.6

 
2.0

Special termination benefits
 

 
0.4

 

 
1.3

Net periodic other benefit expense
 
$
1.1

 
$
1.6

 
$
3.3

 
$
5.0

 
Employer Contributions
 
The Company expects to contribute zero dollars to the U.S. qualified pension plan and a combined total of approximately $5.7 for the Supplemental Executive Retirement Plan (SERP) and post-retirement medical plans in 2015.  The Company's projected contributions to the U.K. pension plan for 2015 are zero . The entire amount contributed can vary based on exchange rate fluctuations.
 
14.  Stock Compensation
 
Holdings 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.

The Executive Incentive Plan, Short-Term Incentive Plan ("STIP"), Long-Term Incentive Plan ("LTIP") and Director Stock Plan (collectively referred to as "Prior Plans") were replaced by the Omnibus Incentive Plan (the "Omnibus Plan") in 2014. No new awards will be granted under such Prior Plans. Outstanding awards under the Prior Plans will continue to be governed by the terms of such plans until exercised, expired or otherwise terminated or canceled.

The Omnibus Plan provides for a Long-Term Incentive Award ("LTIA") for the 2014 plan year and forward. The LTIAs provide both time and performance based incentives.

75% of the LTIA is service-based restricted stock that will vest in equal installments over a three -year period.
25% of the LTIA is performance-based restricted stock that will vest in the third year contingent upon total shareholder return ("TSR") compared to the Company’s peers.


18

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


For the three months ended October 1, 2015, the Company recognized a net total of $7.0 of stock compensation expense, which is net of stock forfeitures, and includes expense for the Prior Plans and the LTIA under the Omnibus Plan. For the three months ended October 2, 2014, the Company recognized $4.7 of stock compensation expense, net of forfeitures. The entire stock compensation expense of $7.0 and $4.7 , for the three months ended October 1, 2015 and October 2, 2014, respectively, was recorded as selling, general and administrative.

For the nine months ended October 1, 2015, the Company recognized a net total of $19.0 of stock compensation expense, which is net of stock forfeitures, and includes expense for the Prior Plans and the LTIA under the Omnibus Plan. For the nine months ended October 2, 2014, the Company recognized $12.7 of stock compensation expense, net of forfeitures. The entire stock compensation expense of $19.0 and $12.7 , for the nine months ended October 1, 2015 and October 2, 2014, respectively, was recorded as selling, general and administrative.

During the third quarter ended October 1, 2015, 37,655 shares of class A common stock with an aggregate grant date fair value of $2.1 were granted under the service-based portion of the Company's LTIA under the Omnibus Plan. In addition, 1,435 shares of class A common stock with an aggregate grant date fair value of $0.1 were granted under the performance-based portion of the Company's LTIA under the Omnibus Plan and such shares are eligible to vest on the three-year anniversary of the grant date depending on total shareholder return compared to the Company's peers. Additionally, 19,751 shares of class A common stock with an aggregate grant date fair value of $0.6 awarded under the Company's LTIP vested during the quarter ended October 1, 2015.

During the nine months ended October 1, 2015, 532,819 shares of class A common stock with an aggregate grant date fair value of $26.5 were granted under the service-based portion of the Company's LTIA under the Omnibus Plan. In addition, 96,423 shares of class A common stock with an aggregate grant date fair value of $6.2 were granted under the performance-based portion of the Company's LTIA under the Omnibus Plan and such shares are eligible to vest on the three-year anniversary of the grant date depending on total shareholder return compared to the Company's peers. Additionally, 878,706 shares of class A common stock with an aggregate grant date fair value of $21.6 awarded under the Company's LTIP vested during the nine months ended October 1, 2015.

In the third quarter ended October 1, 2015, 2,987 shares of class A common stock with an aggregate grant date fair value of $0.2 were granted as nonemployee director awards under the Omnibus Plan and such shares will vest on the one-year anniversary of the grant date.

In the nine months ended October 1, 2015, 20,940 shares of class A common stock with an aggregate grant date fair value of $1.1 were granted as nonemployee director awards under the Omnibus Plan and such shares will vest on the one-year anniversary of the grant date. Additionally, 22,383 shares of class A common stock with an aggregate grant date fair value of $0.7 awarded under the Director Stock Plan vested during the nine months ended October 1, 2015.

15. Income Taxes
 
The process for calculating the Company's 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 asset at October 1, 2015 and December 31, 2014 was $196.8 and ($5.0) , respectively. The difference is primarily due to the net deferred tax asset valuation allowance decrease.
 
The Company files income tax returns in all jurisdictions in which it operates. The Company establishes reserves to provide for additional income taxes that may be due upon audit. These reserves are established based on management’s assessment as to the potential exposure attributable to permanent tax adjustments 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 may include finalizing amounts in income tax returns filed, finalizing audit examinations for open tax years, expiration of statutes of limitations and changes in tax law.


19

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. When determining the amount of net deferred tax assets that are more likely than not to be realized, management assesses all available positive and negative evidence. This evidence includes, but is not limited to, prior earnings history, expected future earnings, carry-back and carry-forward periods and the feasibility of ongoing tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. The weight given to the positive and negative evidence is commensurate with the extent the evidence may be objectively verified. As such, it is generally difficult for positive evidence regarding projected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reporting losses.

Based on an evaluation of both the positive and negative evidence available that could impact the future realization of deferred tax assets, management determined that it was appropriate to release nearly all of the remaining valuation allowance against its net U.S. deferred tax assets that remained from 2013 as of October 1, 2015.

The net valuation deferred tax asset allowance was decreased by $233.5 for the nine months ended October 1, 2015. The reduction reflects the realization of certain deferred tax assets within the Company’s annualized method of accounting for the portion of deferred tax assets realized through the nine months ended October 1, 2015 with the remainder reflected as a discrete adjustment to the company’s income tax expense.

The Company's income tax expense for 2015 does not reflect any benefit of the U.S. Federal Research Tax Credit attributable to 2015 as the legislation has not been extended beyond December, 2014. Should the legislation be extended during the year, the Company may record additional tax benefits for 2015 Research Tax Credit.

The (5.7%) effective tax rate for the nine months ended October 1, 2015 differs from the 16.1% effective tax rate for the same period of 2014 primarily due to the U.S. net deferred tax asset valuation allowance decrease in 2015.
    
The Company is participating in the Internal Revenue Service’s Compliance Assurance Process (“CAP”) program for its 2014 tax year. Additionally, the Company has been selected for the Compliance Maintenance phase of the CAP program for its 2015 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. The HM Revenue & Customs completed its examination of the Company's 2009-2011 U.K. income tax returns and the statute of limitations has lapsed on the 2012 tax return. The Directorate General of Public Finance is currently examining the Company's 2011-2013 France income tax returns. While a change could result from the ongoing examinations, the Company expects no material change in its recorded unrecognized tax liability in the next 12 months.

The Company had $78.5 and $248.9 of income tax receivable as of October 1, 2015 and December 31, 2014, respectively, which is reflected within other current assets on the Consolidated Balance Sheet.

16.  Equity
 
Earnings per Share Calculation
 
Basic net income per share is computed using the weighted-average number of outstanding shares of common stock during the measurement period. Diluted net income per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential outstanding shares of common stock during the measurement period.

 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. The Company did not pay any cash dividends in the nine months ended October 1, 2015. The Company's dividend policy is dependent on the requirements of financing agreements to which the Company is party to. Any future determination to pay dividends will be at the discretion of the Company's Board of Directors and will depend upon, among other factors, the Company's results of operations, financial condition, capital requirements and contractual restrictions. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity. As of October 1, 2015 , no treasury shares have been reissued or retired.


20

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


The following table sets forth the computation of basic and diluted earnings per share:
 
 
For the Three Months Ended
 
October 1, 2015
 
October 2, 2014
 
Income
 
Shares
 
Per Share
Amount
 
Income
 
Shares
 
Per Share
Amount
Basic EPS
 

 
 

 
 

 
 

 
 

 
 

Income available to common shareholders
$
313.3

 
139.3

 
$
2.25

 
$
167.5

 
138.6

 
$
1.21

Income allocated to participating securities
0.3

 
0.1

 
 

 
0.5

 
0.4

 
 

Net income
$
313.6

 
 

 
 

 
$
168.0

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Diluted potential common shares
 

 
0.8

 
 

 
 

 
1.0

 
 

Diluted EPS
 

 
 

 
 

 
 

 
 

 
 

Net income
$
313.6

 
140.2

 
$
2.24

 
$
168.0

 
140.0

 
$
1.20

 
 
For the Nine Months Ended
 
October 1, 2015
 
October 2, 2014
 
Income
 
Shares
 
Per Share
Amount
 
Income
 
Shares
 
Per Share
Amount
Basic EPS
 

 
 

 
 

 
 

 
 

 
 

Income available to common shareholders
$
649.8

 
139.1

 
$
4.67

 
$
462.5

 
140.4

 
$
3.30

Income allocated to participating securities
0.6

 
0.2

 
 

 
2.5

 
0.8

 
 

Net income
$
650.4

 
 

 
 

 
$
465.0

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Diluted potential common shares
 

 
0.8

 
 

 
 

 
1.0

 
 

Diluted EPS
 

 
 

 
 

 
 

 
 

 
 

Net income
$
650.4

 
140.1

 
$
4.64

 
$
465.0

 
142.2

 
$
3.27


The balance of outstanding common shares presented in the Condensed Consolidated Balance Sheets was 141.2 million at both October 1, 2015 and October 2, 2014 . Included in the outstanding common shares were 1.8 million and 2.4 million of issued but unvested shares at October 1, 2015 and October 2, 2014 , respectively, which are excluded from the basic EPS calculation.
 
Accumulated Other Comprehensive Loss
 
Accumulated Other Comprehensive Loss is summarized by component as follows: 
 
As of
 
As of
 
October 1, 2015
 
December 31, 2014
Pension
$
(132.5
)
 
$
(130.0
)
Interest rate swaps

 
(1.1
)
SERP/Retiree medical
2.1

 
2.1

Foreign currency impact on long term intercompany loan
(7.1
)
 
(5.7
)
Currency translation adjustment
(27.3
)
 
(19.1
)
Total accumulated other comprehensive loss
$
(164.8
)
 
$
(153.8
)
 
Noncontrolling Interest
 
The balance of noncontrolling interest presented in the consolidated balance sheet as of October 1, 2015 remained unchanged from December 31, 2014 at $0.5 .

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Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)



Repurchases of Common Stock

In July 2015, our Board of Directors authorized a share repurchase program for the purchase of up to $350.0 of the Company's common stock. Repurchases may be made intermittently through December 31, 2017.

During the nine months ended October 1, 2015, the Company repurchased 0.9 million shares of its class A common stock for $45.9 . The Company had remaining authorization from the Board of Directors for a total of $304.1 in future common share repurchases under its share repurchase program as of October 1, 2015.

17.  Related Party Transactions
 
In August 2014, in a secondary offering of the Company's class A common stock, Onex sold its remaining shares of the Company's common stock and no longer holds any investment in the Company. For the three and nine months ended October 2, 2014, when Onex was a related party, the Company paid zero and $0.3 , respectively, to a subsidiary of Onex for services rendered.
 
In December 2014, Onex acquired approximately 40.0% interest in Advanced Integration Technologies (“AIT”), a provider of automation and tooling, maintenance services and aircraft components to the aerospace industry and a supplier to the Company. For the three and nine months ended October 1, 2015, sales from AIT to the Company and its subsidiaries were $2.1 and $12.5 , respectively. The amounts owed to AIT and recorded as accrued liabilities were $2.3 and $3.9 as of October 1, 2015 and December 31, 2014, respectively. Tawfiq Popatia, a former director of Spirit Holdings, is a Managing Director of Onex Corporation.

18.  Commitments, Contingencies and Guarantees
 
Litigation
 
From time to time the Company is subject to, and is 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. The Company had outstanding obligations in respect of litigation or other legal proceedings of $74.2 and $96.3 as of October 1, 2015 and December 31, 2014, respectively. However, an unexpected adverse resolution of one or more of these items could have a material adverse effect on the results of operations and cash flows in a particular quarter or fiscal year.

From time to time, in the ordinary course of business and similar to others in the industry, the Company receives 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. The Company reviews such requests and notices and takes appropriate action. The Company has 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, the Company is 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, the Company is required to participate in certain government investigations regarding environmental remediation actions.

On December 5, 2014, The Boeing Company (“Boeing”) filed a complaint in Delaware Superior Court, Complex Commercial Litigation Division, entitled The Boeing Co. v. Spirit AeroSystems, Inc., No. N14C-12-055 (EMD). Boeing seeks indemnification from Spirit for (a) damages assessed against Boeing in International Union, United Automobile, Aerospace and Agricultural Workers of America v. Boeing Co., AAA Case No. 54 300 00795 07 (the “UAW Arbitration”), which was brought on behalf of certain former Boeing employees in Tulsa and McAlester, Oklahoma, and (b) claims that Boeing allegedly settled in Society of Professional Engineering Employees in Aerospace v. Boeing Co., Nos. 05-1251-MLB, 07-1043-MLB (D. Kan.) (the “Harkness Class Action”). Spirit Holdings, Spirit and certain Spirit retirement plan entities were parties to the Harkness Class Action, but all claims against the Spirit entities were subsequently dismissed. Boeing’s Complaint asserts that the damages assessed against Boeing in the UAW Arbitration and the claims settled by Boeing in the Harkness Class Action are liabilities that Spirit assumed under an Asset Purchase Agreement between Boeing and Spirit, dated February 22, 2005 (the “APA”). Boeing asserts claims for breach of contract and declaratory judgment regarding its indemnification rights under the APA. Boeing alleges that, under the UAW Arbitration decision, Boeing has paid more than $13.0 of a liability Boeing estimates to have a net present value of $39.0 . In regard to the Harkness Class Action, Boeing has announced that the district court has approved a settlement in an amount of

22

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


$90.0 , subject to an appeals period scheduled to expire on October 28, 2015. In addition to the amounts related to the UAW Arbitration and Harkness Class Action, Boeing seeks indemnification for more than $10.0 in attorneys’ fees it alleges it expended to defend the UAW Arbitration and Harkness Class Action. On December 24, 2014, the parties filed a joint stipulation extending Spirit’s deadline to move, answer or otherwise respond to Boeing’s complaint until February 12, 2015. Spirit timely answered the complaint. Spirit intends to defend vigorously against the allegations in this lawsuit. Management believes the resolution of this matter will not materially affect the Company’s financial position, results of operations or liquidity.

On June 3, 2013, a putative class action lawsuit was commenced against the Company, Jeffrey L. Turner, and Philip D. Anderson in the U.S. District Court for the District of Kansas. The court-appointed lead plaintiffs - two pension funds that claim to represent a class of investors in the Company's stock - filed an amended complaint on April 7, 2014, naming as additional defendants Spirit's Vice President of the B787 Program Terry J. George and former Senior Vice President of Oklahoma Operations Alexander K. Kummant. The amended complaint alleges that defendants engaged in a scheme to artificially inflate the market price of the Company's stock by making false statements and omissions about certain programs' performance and costs. It contends that the alleged scheme was revealed by the Company’s accrual of $590.0 in forward loss charges on October 25, 2012. The lead plaintiffs seek certification of a class of all persons other than defendants who purchased Holdings securities between May 5, 2011 and October 24, 2012, and seek an unspecified amount of damages on behalf of the putative class. In June 2014, the defendants filed a motion to dismiss the claims set forth in the amended complaint. On May 14, 2015, the District Court granted Spirit's motion to dismiss and dismissed the matter with prejudice. The plaintiffs filed a notice of appeal on June 11, 2015, which is pending. The Company intends to vigorously defend against these allegations, and management believes the resolution of this matter will not materially affect the Company’s financial position, results of operations or liquidity.

Guarantees
 
Outstanding guarantees were $20.5 and $21.6 at October 1, 2015 and December 31, 2014, respectively.

Restricted Cash

The Company was required to maintain $19.9 of restricted cash as of both October 1, 2015 and December 31, 2014 related to certain collateral requirements for obligations under its workers’ compensation programs. These collateral requirements were previously supported by letters of credit that were replaced in October 2014. Restricted cash is included in “Other assets” in the Company's Condensed Consolidated Balance Sheets.
 
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
 
Provisions for estimated expenses related to service and product warranties and certain extraordinary rework are made at the time products are sold. These costs are accrued at the time of the sale and are recorded to unallocated cost of goods sold. These estimates are established using historical information on the nature, frequency and average cost of warranty claims, including the experience of industry peers. In the case of new development products or new customers, Spirit considers other factors including the experience of other entities in the same business and management judgment, among others. Service warranty and extraordinary work is reported in current liabilities and other liabilities in the Condensed Consolidated Balance Sheet.
 
The following is a roll forward of the service warranty and extraordinary rework balance at October 1, 2015
Balance, December 31, 2014
$
119.9

Charges to costs and expenses
35.4

Payouts
(4.9
)
Exchange rate
2.7

Balance, October 1, 2015
$
153.1

 

23

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)



19.  Other Expense, Net
 
Other expense, net is summarized as follows:
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
October 1,
2015
 
October 2,
2014
 
October 1,
2015
 
October 2,
2014
KDFA bond
$
0.8

 
$
0.7

 
$
2.9

 
$
2.5

Rental and miscellaneous (expense) income (1)
(0.2
)
 
0.3

 
(2.1
)
 
0.4

Interest income
0.7

 
0.2

 
1.4

 
0.4

Foreign currency loss
(3.8
)
 
(9.6
)
 
(3.0
)
 
(4.5
)
Total
$
(2.5
)
 
$
(8.4
)
 
$
(0.8
)
 
$
(1.2
)
 
(1)
Includes $2.0 of losses for the nine months ended October 1, 2015 related to the settlement of interest rate swap agreements as further detailed in Note 11, Derivative and Hedging Activities.

Foreign currency loss is due to the impact of movement in foreign currency exchange rates on an intercompany revolver and long-term contractual rights/obligations, as well as trade and intercompany receivables/payables which are 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 nine months ended October 1, 2015 came from the Company's 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 corporate selling, general and administrative expenses, research and development and unallocated cost of sales.

Corporate selling, general and administrative expenses include centralized functions such as accounting, treasury and human resources that are not specifically related to the Company's operating segments and are not allocated in measuring the operating segments’ profitability and performance and net profit margins. 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 includes general costs not directly attributable to segment operations, such as warranty, early retirement and other incentives. All of these items are not specifically related to the Company's operating segments and are not utilized in measuring the operating segments’ profitability and performance.
 
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) services.  The Fuselage Systems segment manufactures products at our facilities in Wichita, Kansas and Kinston, North Carolina.  The Fuselage Systems segment also includes an assembly plant for the A350 XWB aircraft in Saint-Nazaire, France.
 
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 and Chanute, 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

24

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


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 net profit margin as presented in its primary financial statements and a reconciliation of the segment and consolidated results is provided in the table set forth below.

 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.

The following table shows segment revenues and operating income for the three and nine months ended October 1, 2015 and October 2, 2014 :
 
 
Three Months Ended
 
Nine Months Ended
 
October 1,
2015
 
October 2,
2014
 
October 1,
2015
 
October 2,
2014
Segment Revenues
 

 
 

 
 

 
 

Fuselage Systems
$
819.8

 
$
804.0

 
$
2,624.2

 
$
2,567.3

Propulsion Systems
429.5

 
441.8

 
1,316.0

 
1,352.5

Wing Systems (1)
341.2

 
446.2

 
1,085.4

 
1,298.7

All Other
3.1

 
1.0

 
8.9

 
6.3

 
$
1,593.6

 
$
1,693.0

 
$
5,034.5

 
$
5,224.8

Segment Operating Income (Loss)
 

 
 

 
 

 
 

Fuselage Systems
$
130.7

 
$
142.4

 
$
463.2

 
$
416.6

Propulsion Systems
95.1

 
81.8

 
279.0

 
248.2

Wing Systems
45.6

 
63.1

 
140.9

 
184.1

All Other
0.2

 
(0.3
)
 
1.3

 

 
271.6

 
287.0

 
884.4

 
848.9

Corporate SG&A
(54.5
)
 
(50.0
)
 
(159.9
)
 
(164.9
)
Research and development
(6.5
)
 
(8.7
)
 
(20.2
)
 
(21.8
)
Unallocated cost of sales (2) 
(19.0
)
 
(12.0
)
 
(47.1
)
 
(35.3
)
Total operating income
$
191.6

 
$
216.3

 
$
657.2

 
$
626.9

 
(1)
In December 2014, Spirit divested the Gulfstream G280 and G650 wing work packages to Triumph.
(2)
Includes $11.8 of warranty reserve for each of the three month periods ended October 1, 2015 and October 2, 2014 , and $34.2 and $34.4 for the nine months ended October 1, 2015 and October 2, 2014 , respectively.

21.  Condensed Consolidating Financial Information
 
The 2020 Notes and the 2022 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by the Company and its 100% owned domestic subsidiaries, other than Spirit (the “Subsidiary Guarantors”).

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Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


 
The following condensed consolidating financial information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(d) of Regulation S-X promulgated under the Securities Act, presents the condensed consolidating financial information separately for:
(i)
Holdings, as the parent company and parent guarantor to the Credit Agreement, as further detailed in Note 12, Debt;
(ii)
Spirit, as the subsidiary issuer of the 2020 Notes and the 2022 Notes;
(iii)
The Subsidiary Guarantors, on a combined basis, as guarantors of the 2020 Notes and the 2022 Notes;
(iv)
The Company’s subsidiaries, other than the Subsidiary Guarantors, which are not guarantors of the 2020 Notes and the 2022 Notes (the “Subsidiary Non-Guarantors”), on a combined basis;
(v)
Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Holdings, the Subsidiary Guarantors and the Subsidiary Non-Guarantors, (b) eliminate the investments in the Company’s subsidiaries and (c) record consolidating entries; and
(vi)
Holdings and its subsidiaries on a consolidated basis.


Condensed Consolidating Statements of Operations
For the Three Months Ended October 1, 2015

 
Holdings
 
Spirit
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Net revenues
$

 
$
1,457.7

 
$
63.0

 
$
175.1

 
$
(102.2
)
 
$
1,593.6

Operating costs and expenses
 

 
 

 
 

 
 
 
 

 
 

Cost of sales

 
1,227.7

 
60.3

 
155.2

 
(102.2
)
 
1,341.0

Selling, general and administrative
1.3

 
47.8

 
0.7

 
4.7

 

 
54.5

Research and development

 
6.0

 

 
0.5

 

 
6.5

Total operating costs and expenses
1.3

 
1,281.5

 
61.0

 
160.4

 
(102.2
)
 
1,402.0

Operating (loss) income
(1.3
)
 
176.2

 
2.0

 
14.7

 

 
191.6

Interest expense and financing fee amortization

 
(11.6
)
 

 
(1.8
)
 
1.7

 
(11.7
)
Other income (expense), net

 
2.8

 

 
(3.6
)
 
(1.7
)
 
(2.5
)
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries
(1.3
)
 
167.4

 
2.0

 
9.3

 

 
177.4

Income tax (provision) benefit
(1.5
)
 
139.9

 
(0.8
)
 
(1.7
)
 

 
135.9

(Loss) income before equity in net income of affiliate and subsidiaries
(2.8
)
 
307.3

 
1.2

 
7.6

 

 
313.3

Equity in net income of affiliate
0.3

 

 

 
0.3

 
(0.3
)
 
0.3

Equity in net income of subsidiaries
316.1

 
8.7

 

 

 
(324.8
)
 

Net income
313.6

 
316.0

 
1.2

 
7.9

 
(325.1
)
 
313.6

Other comprehensive loss
(11.4
)
 
(11.4
)
 

 
(10.7
)
 
22.1

 
(11.4
)
Comprehensive income (loss)
$
302.2

 
$
304.6

 
$
1.2

 
$
(2.8
)
 
$
(303.0
)
 
$
302.2



26

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


  Condensed Consolidating Statements of Operations
For the Three Months Ended October 2, 2014
 
 
Holdings
 
Spirit
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Net revenues
$

 
$
1,539.2

 
$
76.6

 
$
213.2

 
$
(136.0
)
 
$
1,693.0

Operating costs and expenses
 

 
 

 
 

 
 

 
 

 
 

Cost of sales

 
1,296.7

 
74.3

 
183.0

 
(136.0
)
 
1,418.0

Selling, general and administrative
1.3

 
44.1

 
0.5

 
4.1

 

 
50.0

Research and development

 
8.0

 

 
0.7

 

 
8.7

Total operating costs and expenses
1.3

 
1,348.8

 
74.8

 
187.8

 
(136.0
)
 
1,476.7

Operating income
(1.3
)
 
190.4

 
1.8

 
25.4

 

 
216.3

Interest expense and financing fee amortization

 
(15.8
)
 

 
(2.3
)
 
2.1

 
(16.0
)
Other income, net

 
3.3

 

 
(9.6
)
 
(2.1
)
 
(8.4
)
Income before income taxes and equity in net income of affiliate and subsidiaries
(1.3
)
 
177.9

 
1.8

 
13.5

 

 
191.9

Income tax provision
(0.3
)
 
(19.8
)
 
(0.7
)
 
(3.1
)
 

 
(23.9
)
Income before equity in net income of affiliate and subsidiaries
(1.6
)
 
158.1

 
1.1

 
10.4

 

 
168.0

Equity in net income of affiliate

 

 

 

 

 

Equity in net income of subsidiaries
169.6

 
11.6

 

 

 
(181.2
)
 

Net income
168.0

 
169.7

 
1.1

 
10.4

 
(181.2
)
 
168.0

Other comprehensive income
(19.5
)
 
(19.5
)
 

 
(19.0
)
 
38.5

 
(19.5
)
Comprehensive income (loss)
$
148.5

 
$
150.2

 
$
1.1

 
$
(8.6
)
 
$
(142.7
)
 
$
148.5







 





















27

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


Condensed Consolidating Statements of Operations
For the Nine Months Ended October 1, 2015

 
Holdings
 
Spirit
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Net revenues
$

 
$
4,641.2

 
$
188.4

 
$
548.4

 
$
(343.5
)
 
$
5,034.5

Operating costs and expenses
 

 
 

 
 

 
 
 
 

 
 

Cost of sales

 
3,881.8

 
180.8

 
478.1

 
(343.5
)
 
4,197.2

Selling, general and administrative
5.8

 
141.2

 
2.0

 
10.9

 

 
159.9

Research and development

 
19.0

 

 
1.2

 

 
20.2

Total operating costs and expenses
5.8

 
4,042.0

 
182.8

 
490.2

 
(343.5
)
 
4,377.3

Operating (loss) income
(5.8
)
 
599.2

 
5.6

 
58.2

 

 
657.2

Interest expense and financing fee amortization

 
(41.3
)
 

 
(5.8
)
 
5.4

 
(41.7
)
Other income (expense), net

 
7.4

 

 
(2.8
)
 
(5.4
)
 
(0.8
)
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries
(5.8
)
 
565.3

 
5.6

 
49.6

 

 
614.7

Income tax (provision) benefit
(0.4
)
 
43.3

 
(2.1
)
 
(6.0
)
 

 
34.8

(Loss) income before equity in net income of affiliate and subsidiaries
(6.2
)
 
608.6

 
3.5

 
43.6

 

 
649.5

Equity in net income of affiliate
0.9

 

 

 
0.9

 
(0.9
)
 
0.9

Equity in net income of subsidiaries
655.7

 
47.1

 

 

 
(702.8
)
 

Net income
650.4

 
655.7

 
3.5

 
44.5

 
(703.7
)
 
650.4

Other comprehensive loss
(11.0
)
 
(11.0
)
 

 
(9.5
)
 
20.5

 
(11.0
)
Comprehensive income
$
639.4

 
$
644.7

 
$
3.5

 
$
35.0

 
$
(683.2
)
 
$
639.4

 







28

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


Condensed Consolidating Statements of Operations
For the Nine Months Ended October 2, 2014
 
 
Holdings
 
Spirit
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Net revenues
$

 
$
4,813.3

 
$
263.6

 
$
628.7

 
$
(480.8
)
 
$
5,224.8

Operating costs and expenses
 

 
 

 
 

 
 

 
 

 
 

Cost of sales

 
4,095.5

 
256.4

 
540.1

 
(480.8
)
 
4,411.2

Selling, general and administrative
2.4

 
147.6

 
1.9

 
13.0

 

 
164.9

Research and development

 
20.5

 

 
1.3

 

 
21.8

Total operating costs and expenses
2.4

 
4,263.6

 
258.3

 
554.4

 
(480.8
)
 
4,597.9

Operating (loss) income
(2.4
)
 
549.7

 
5.3

 
74.3

 

 
626.9

Interest expense and financing fee amortization

 
(71.6
)
 

 
(7.8
)
 
7.2

 
(72.2
)
Other income, net

 
10.2

 

 
(4.2
)
 
(7.2
)
 
(1.2
)
(Loss) income before income taxes and equity in net income of affiliate and subsidiaries
(2.4
)
 
488.3

 
5.3

 
62.3

 

 
553.5

Income tax (provision) benefit
(0.1
)
 
(87.6
)
 
(2.0
)
 
0.8

 

 
(88.9
)
(Loss) income before equity in net income of affiliate and subsidiaries
(2.5
)
 
400.7

 
3.3

 
63.1

 

 
464.6

Equity in net income of affiliate
0.4

 

 

 
0.4

 
(0.4
)
 
0.4

Equity in net income of subsidiaries
467.1

 
66.4

 

 

 
(533.5
)
 

Net income
465.0

 
467.1

 
3.3

 
63.5

 
(533.9
)
 
465.0

Other comprehensive loss
(9.3
)
 
(9.3
)
 

 
(8.8
)
 
18.1

 
(9.3
)
Comprehensive income
$
455.7

 
$
457.8

 
$
3.3

 
$
54.7

 
$
(515.8
)
 
$
455.7





























29

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


Condensed Consolidating Balance Sheet
October 1, 2015
 
 
Holdings
 
Spirit
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Current assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
1,009.9

 
$

 
$
32.8

 
$

 
$
1,042.7

Accounts receivable, net

 
761.7

 
27.4

 
179.8

 
(393.1
)
 
575.8

Inventory, net

 
1,212.1

 
196.0

 
383.4

 

 
1,791.5

Deferred tax asset - current

 
80.6

 

 

 

 
80.6

Other current assets

 
92.4

 
1.7

 
4.6

 

 
98.7

Total current assets

 
3,156.7

 
225.1

 
600.6

 
(393.1
)
 
3,589.3

Property, plant and equipment, net

 
1,337.8

 
351.0

 
186.1

 

 
1,874.9

Pension assets, net

 
207.5

 

 
15.6

 

 
223.1

Investment in subsidiary
870.7

 
281.4

 

 

 
(1,152.1
)
 

Equity in net assets of subsidiaries
1,353.6

 
248.9

 

 

 
(1,602.5
)
 

Other assets

 
459.8

 
83.3

 
22.3

 
(315.0
)
 
250.4

Total assets
$
2,224.3

 
$
5,692.1

 
$
659.4

 
$
824.6

 
$
(3,462.7
)
 
$
5,937.7

Current liabilities
 

 
 

 
 

 
 

 
 

 
 

Accounts payable
$

 
$
608.5

 
$
279.4

 
$
182.2

 
$
(393.1
)
 
$
677.0

Accrued expenses

 
247.1

 
0.2

 
29.5

 

 
276.8

Profit sharing

 
60.6

 

 
2.3

 

 
62.9

Current portion of long-term debt

 
32.9

 

 
2.8

 

 
35.7

Advance payments, short-term

 
172.2

 

 

 

 
172.2

Deferred revenue, short-term

 
194.9

 

 
1.3

 

 
196.2

Deferred grant income liability - current

 

 
10.4

 
1.1

 

 
11.5

Other current liabilities

 
67.7

 

 
4.0

 

 
71.7

Total current liabilities

 
1,383.9

 
290.0

 
223.2

 
(393.1
)
 
1,504.0

Long-term debt

 
1,094.7

 

 
245.3

 
(235.0
)
 
1,105.0

Advance payments, long-term

 
551.8

 

 

 

 
551.8

Pension/OPEB obligation

 
76.4

 

 

 

 
76.4

Deferred grant income liability - non-current

 

 
58.6

 
27.7

 

 
86.3

Deferred revenue and other deferred credits

 
137.7

 

 
5.1

 

 
142.8

Other liabilities

 
303.2

 

 
23.8

 
(80.0
)
 
247.0

Total equity
2,224.3

 
2,144.4

 
310.8

 
299.5

 
(2,754.6
)
 
2,224.4

Total liabilities and shareholders’ equity
$
2,224.3

 
$
5,692.1

 
$
659.4

 
$
824.6

 
$
(3,462.7
)
 
$
5,937.7




30

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


Condensed Consolidating Balance Sheet
December 31, 2014

 
Holdings
 
Spirit
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Current assets
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$

 
$
354.6

 
$

 
$
23.3

 
$

 
$
377.9

Accounts receivable, net

 
730.6

 
33.3

 
211.9

 
(370.2
)
 
605.6

Inventory, net

 
1,238.1

 
168.1

 
346.8

 

 
1,753.0

Deferred tax asset-current

 
49.8

 

 
3.4

 

 
53.2

Other current assets

 
260.3

 

 
2.1

 

 
262.4

Total current assets

 
2,633.4

 
201.4

 
587.5

 
(370.2
)
 
3,052.1

Property, plant and equipment, net

 
1,263.7

 
337.9

 
182.0

 

 
1,783.6

Pension assets, net

 
187.8

 

 
15.6

 

 
203.4

Investment in subsidiary
907.7

 
281.4

 

 

 
(1,189.1
)
 

Equity in net assets of subsidiaries
714.3

 
210.4

 

 

 
(924.7
)
 

Other assets

 
352.7

 
80.0

 
22.9

 
(332.0
)
 
123.6

Total assets
$
1,622.0

 
$
4,929.4

 
$
619.3

 
$
808.0

 
$
(2,816.0
)
 
$
5,162.7

Current liabilities
 

 
 

 
 

 
 

 
 

 
 

Accounts payable
$

 
$
573.4

 
$
235.5

 
$
172.5

 
$
(370.2
)
 
$
611.2

Accrued expenses

 
302.3

 
0.8

 
26.0

 

 
329.1

Profit sharing

 
105.1

 

 
6.7

 

 
111.8

Current portion of long-term debt

 
5.7

 

 
3.7

 

 
9.4

Advance payments, short-term

 
118.6

 

 

 

 
118.6

Deferred revenue, short-term

 
21.7

 

 
1.7

 

 
23.4

Deferred grant income liability - current

 

 
9.0

 
1.2

 

 
10.2

Other current liabilities

 
40.5

 

 
4.6

 

 
45.1

Total current liabilities

 
1,167.3

 
245.3

 
216.4

 
(370.2
)
 
1,258.8

Long-term debt

 
1,130.4

 

 
265.6

 
(251.9
)
 
1,144.1

Advance payments, long-term

 
680.4

 

 

 

 
680.4

Pension/OPEB obligation

 
73.0

 

 

 

 
73.0

Deferred grant income liability - non-current

 

 
66.7

 
29.4

 

 
96.1

Deferred revenue and other deferred credits

 
21.2

 

 
6.3

 

 
27.5

Other liabilities

 
315.0

 

 
25.8

 
(80.0
)
 
260.8

Total equity
1,622.0

 
1,542.1

 
307.3

 
264.5

 
(2,113.9
)
 
1,622.0

Total liabilities and shareholders’ equity
$
1,622.0

 
$
4,929.4

 
$
619.3

 
$
808.0

 
$
(2,816.0
)
 
$
5,162.7


 

31

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended October 1, 2015
 
 
Holdings
 
Spirit
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Operating activities
 

 
 

 
 

 
 

 
 

 
 

Net cash provided by operating activities
$

 
$
888.9

 
$
32.2

 
$
48.3

 
$

 
$
969.4

Investing activities
 

 
 

 
 

 
 

 
 

 
 

Purchase of property, plant and equipment

 
(164.9
)
 
(32.4
)
 
(19.2
)
 

 
(216.5
)
Proceeds from sale of assets

 
1.8

 

 

 

 
1.8

Other

 
(0.2
)
 
0.2

 

 

 

Net cash used in investing activities

 
(163.3
)
 
(32.2
)
 
(19.2
)
 

 
(214.7
)
Financing activities
 

 
 

 
 

 
 

 
 

 
 

Proceeds from issuance of debt

 
535.0

 

 

 

 
535.0

Principal payments of debt

 
(26.7
)
 

 
(2.5
)
 

 
(29.2
)
Payments on term loan

 
(534.9
)
 

 

 

 
(534.9
)
Increase (decrease) in intercompany debt

 
17.0

 

 
(17.0
)
 

 

Excess tax benefits from share-based payment arrangements

 
10.6

 

 
0.1

 

 
10.7

Taxes paid related to net shares settlement awards

 
(20.7
)
 

 

 

 
(20.7
)
Debt issuance and financing costs

 
(4.7
)
 

 

 

 
(4.7
)
Proceeds (payments) from subsidiary for purchase of treasury stock
45.9

 
(45.9
)
 

 

 

 

Purchase of treasury stock
(45.9
)
 

 

 

 

 
(45.9
)
Net cash used in financing activities

 
(70.3
)
 

 
(19.4
)
 

 
(89.7
)
Effect of exchange rate changes on cash and cash equivalents

 

 

 
(0.2
)
 

 
(0.2
)
Net increase in cash and cash equivalents for the period

 
655.3

 

 
9.5

 

 
664.8

Cash and cash equivalents, beginning of period

 
354.6

 

 
23.3

 

 
377.9

Cash and cash equivalents, end of period
$

 
$
1,009.9

 
$

 
$
32.8

 
$

 
$
1,042.7




 

32

Table of Contents
Spirit AeroSystems Holdings, Inc.  
Notes to the Condensed Consolidated Financial Statements (unaudited)
($, €, and RM in millions other than per share amounts)


Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended October 2, 2014

 
Holdings
 
Spirit
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Total
Operating activities
 

 
 

 
 

 
 

 
 

 
 

Net cash provided by (used in) operating activities
$

 
$
310.3

 
$
31.0

 
$
(13.0
)
 
$

 
$
328.3

Investing activities
 

 
 

 
 

 
 

 
 

 
 

Purchase of property, plant and equipment

 
(95.7
)
 
(31.0
)
 
(7.3
)
 

 
(134.0
)
Proceeds from the sale of assets

 
0.4

 

 

 

 
0.4

Other

 
2.3

 

 
(2.3
)
 

 

Net cash used in investing activities

 
(93.0
)
 
(31.0
)
 
(9.6
)
 

 
(133.6
)
Financing activities
 

 
 

 
 

 
 

 
 

 
 

Proceeds from issuance of bonds

 
300.0

 

 

 

 
300.0

Principal payments of debt

 
(11.5
)
 

 
(3.1
)
 

 
(14.6
)
(Decrease) increase in intercompany debt

 
(4.5
)
 

 
4.5

 

 

Payments on bonds

 
(300.0
)
 

 

 

 
(300.0
)
Debt issuance and financing costs

 
(20.8
)
 

 

 

 
(20.8
)
Excess tax benefits from share-based payment arrangements

 
2.4

 

 

 

 
2.4

Proceeds (payments) from subsidiary for purchase of treasury stock
129.2

 
(129.2
)
 

 

 

 

Purchase of treasury stock
(129.2
)
 

 

 

 

 
(129.2
)
Net cash (used in) provided by financing activities

 
(163.6
)
 

 
1.4

 

 
(162.2
)
Effect of exchange rate changes on cash and cash equivalents

 

 

 
(0.4
)
 

 
(0.4
)
Net increase (decrease) in cash and cash equivalents for the period

 
53.7

 

 
(21.6
)
 

 
32.1

Cash and cash equivalents, beginning of period

 
359.2

 

 
61.5

 

 
420.7

Cash and cash equivalents, end of period
$

 
$
412.9

 
$

 
$
39.9

 
$

 
$
452.8



33

Table of Contents

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 “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “should,” “will,” and other similar words or phrases, 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, 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, 2014 filed with the Securities and Exchange Commission ("SEC") on February 13, 2015 as subsequently amended on Form 10-K/A filed with the SEC on March 6, 2015 (our “2014 Form 10-K”), our Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2015 (our "Q1 2015 Form 10-Q"), filed with the SEC on May 1, 2015, and our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2015 (our "Q2 2015 Form 10-Q"), filed with the SEC on July 31, 2015. 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.
 
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 fuselage systems, propulsion systems and wing systems for commercial and military aircraft. For the three months ended October 1, 2015, we generated net revenues of $1,593.6 million and net income of $313.6 million and for the nine months ended October 1, 2015, we generated net revenues of $5,034.5 million and net income of $650.4 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 and Chanute, 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 52%, 27%, 21% and less than 1%, respectively, of our net revenues for the three months ended October 1, 2015, and approximately 52%, 26%, 22% and less than 1%, respectively, of our net revenues for the nine months ended October 1, 2015.

Management’s Focus  

The Company’s focus is on ensuring that our quality and operational and cost performance are world class. We have undertaken specific actions that highlight our commitment to define our core business and improve our operational performance results. At the end of 2014, we divested the G280 and G650 wing work packages at Spirit's facility in Tulsa, Oklahoma to Triumph Aerostructures- Tulsa, LLC, a subsidiary of Triumph Group, Inc. ("Triumph"). We continue to intensify our focus on the performance in our core markets of commercial aerospace and defense. We are also committed to reducing internal cost through cost saving initiatives and improving operational efficiency through centralization of functions. Additionally, we continue to add new executive talent and reassigned existing executive talent in an effort to strengthen performance in certain areas of our business.

We have taken additional actions to position the Company for future success by focusing on productivity and preparation for sustained growth. Our key objectives for 2015 include continued focus on improved performance, increased productivity, reduced cost and alignment of our business to what we do best; leveraging of our investments in support of aircraft rate increases ahead; continuation of our progress on the A350 XWB program; greater emphasis on long term growth; and implementation of a capital deployment strategy. During the first nine months of 2015, we have made significant progress in all of these areas which include an emphasis on reducing cost, increased productivity and operational efficiency across all aspects of the business. We continue to focus on capitalizing to prepare for aircraft rate increases. We also continue to make significant improvement on the A350 program's cost per shipset. With regard to capital deployment, we are following a balanced and disciplined approach including our recently announced share repurchase program of up to $350.0 million. The Company repurchased 0.9 million shares of its class A common

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stock for $45.9 million during the nine months ended October 1, 2015, leaving a total remaining authorization from the Board of Directors for $304.1 million in future common share repurchases under our share repurchase program as of October 1, 2015.

New and Maturing Programs

We are currently performing work on several new and maturing programs, which are in various stages of development. These programs carry risks associated with design responsibility, development of production tooling, production inefficiencies during the initial phases of production, hiring and training of qualified personnel, increased capital and funding commitments, supplier performance, delivery schedules and unique contractual requirements. Our success depends on our ability to achieve performance obligations on new and maturing programs to our customers' satisfaction and manufacture products at our estimated cost.

In order to continue to reduce risk on our new and maturing programs, it will be critical that we successfully perform under revised design and manufacturing plans, achieve planned cost reductions as we enter increasing levels of production, meet customer delivery schedules, successfully resolve claims and assertions and negotiate pricing with our customers and suppliers.
       
A350 XWB

We continue to support the development of the A350 XWB program through two contracts we have with Airbus, a fuselage contract and a wing contract, both of which are segmented into a non-recurring design engineering phase and a recurring production phase. We continue to record sales at zero margins to reflect the identified risk profile on these programs.

We also continue to support the development of the work scope for the design and tooling related to the -1000 derivative of the A350 XWB fuselage and wing contracts. Estimates for the non-recurring design engineering phase of the -1000 fuselage derivative have resulted in previously recorded forward losses on this program. There is a risk of additional forward loss if we do not successfully execute the design and engineering change process as projected.

Our A350 XWB fuselage recurring program has experienced various production inefficiencies in its earlier stages of production which resulted in previously recorded forward losses, mostly driven by early development discovery and engineering change to the aircraft design, as well as higher test and transportation costs.

Estimated revenue for the A350 XWB program includes estimates of probable recoveries asserted against our customer for changes in specifications. Although we continue to project margins on the A350 XWB fuselage and wing contracts to be near or at break-even, there is still a substantial amount of risk similar to what we have experienced on other development programs. Specifically, our ability to successfully negotiate favorable pricing and other terms with Airbus and our suppliers, to manage supplier performance, execute cost reduction strategies, hire and retain skilled production and management personnel, execute quality and manufacturing processes, manage program schedule delays and adjust to higher rate schedules, among other risks, will determine the ultimate performance of this program and these contracts. There continues to be risk of additional forward loss associated with the fuselage recurring contract as we work through production, supply chain and customer issues.

B787 Program

As we move into a higher production rate on this program, our performance at the current contracted price depends on our continued ability to achieve cost reductions in manufacturing and support labor as well as supply chain. Improvement efforts to reduce our cost structure have been ongoing since the beginning of the program and continue as design engineering progresses for each minor model and manufacturing plans are solidified. Near-term cost improvement efforts will focus on efficiency gains within our manufacturing process and execution of sourcing strategies.

Our supply agreement for the B787 program (the "B787 Supply Agreement") provides that initial prices for the B787-9 and B787-10 are to be determined by a procedure set out in the B787 Supply Agreement, and to be documented by amendment once that amendment has been agreed to by the parties. As part of a Memorandum of Agreement that Spirit and Boeing entered into in November 2014 (the "November 2014 MOA"), the parties established near term interim prices for certain B787 shipsets, subject to resolution of recurring prices, future rate increases and other issues across multiple programs in 2015. During this period, while negotiations on these issues are ongoing, Spirit will record appropriate portions of the interim prices on certain 787-8 and 787-9 shipsets as deferred revenue, which will be recognized as revenue only if and when the parties reach resolution on the various issues. We are engaged in discussions with Boeing concerning how to determine the subsequent B787-9 and initial B787-10 prices, and have not yet reached agreement. Our ability to successfully negotiate fair and equitable prices for these models as well as overall B787 delivery volumes and our ability to achieve forecasted cost improvements on all B787 models are key factors in achieving the projected financial performance for this program.


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For B787-9 deliveries in our first B787 contract block, we have applied the appropriate accounting guidance for unpriced change orders in estimating revenues which will be updated in the quarter in which final pricing is negotiated. Pending final price negotiations, we have estimated revenue for B787-9 deliveries to include assumptions around design changes from the contract configuration baseline for each B787 model.

Boeing Legacy Programs

On April 8, 2014, we entered into a Memorandum of Agreement with Boeing that established pricing terms for the B737, B747, B767 and B777 programs for the period commencing on April 1, 2014 and ending on December 31, 2015, under the Company's long-term supply contract with Boeing covering products for such programs. The new pricing terms were not applied to the period prior to April 1, 2014. The new prices do not apply to the 737 MAX, for which recurring pricing has not yet been agreed. Until the parties are able to agree upon pricing on the B737, B747, B767 and B777 platforms for the periods beyond 2015, supply agreement pricing will be determined according to then-existing prices, adjusted using a quantity-based price adjustment formula and specified annual escalation. Prices for commercial derivative models are to be negotiated in good faith by the parties based on then-prevailing market conditions. If the parties cannot agree on price, then they must engage in dispute resolution pursuant to agreed-upon procedures.

Divestiture of the Gulfstream G280 and G650 Work Packages

In December 2014, we divested the G280 and G650 wing work packages at Spirit's facility in Tulsa, Oklahoma to Triumph. We continue to supply certain parts and services to Triumph under a supply agreement entered into in connection with the transaction.

Results of Operations
 
The following table sets forth, for the periods indicated, certain of our operating data:
 
 
Three Months Ended
 
 
 
Nine Months Ended
 
 
 
October 1,
2015
 
October 2,
2014
 
Change from Prior Year
 
October 1,
2015
 
October 2,
2014
 
Change from Prior Year
 
($ in millions)
 
 
 
($ in millions)
 
 
Net revenues
$
1,593.6

 
$
1,693.0

 
(6
)%
 
$
5,034.5

 
$
5,224.8

 
(4
)%
Operating costs and expenses
 

 
 

 
 

 
 

 
 

 
 

Cost of sales
1,341.0

 
1,418.0

 
(5
)%
 
4,197.2

 
4,411.2

 
(5
)%
Selling, general and administrative
54.5

 
50.0

 
9
 %
 
159.9

 
164.9

 
(3
)%
Research and development
6.5

 
8.7

 
(25
)%
 
20.2

 
21.8

 
(7
)%
Operating income
191.6

 
216.3

 


 
657.2

 
626.9

 
 
Interest expense and financing fee amortization
(11.7
)
 
(16.0
)
 
(27
)%
 
(41.7
)
 
(72.2
)
 
(42
)%
Other expense, net
(2.5
)
 
(8.4
)
 
(70
)%
 
(0.8
)
 
(1.2
)
 
(33
)%
Income before income taxes and equity in net income of affiliate
177.4

 
191.9

 


 
614.7

 
553.5

 
 
Income tax benefit (provision)
135.9

 
(23.9
)
 
(669
)%
 
34.8

 
(88.9
)
 
(139
)%
Income before equity in net income of affiliate
313.3

 
168.0

 


 
649.5

 
464.6

 
 
Equity in net income of affiliate
0.3

 

 
 %
 
0.9

 
0.4

 
125
 %
Net income
$
313.6

 
$
168.0

 


 
$
650.4

 
$
465.0

 
 
 

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Comparative shipset deliveries by model are as follows:
 
 
 
Three Months Ended
 
Nine Months Ended
Model
 
October 1,
2015
 
October 2,
2014
 
October 1,
2015
 
October 2,
2014
B737
 
127

 
124

 
389

 
379

B747
 
4

 
5

 
12

 
14

B767
 
3

 
4

 
13

 
10

B777
 
27

 
25

 
78

 
77

B787
 
31

 
26

 
97

 
90

Total Boeing
 
192

 
184

 
589

 
570

A320 Family
 
115

 
132

 
370

 
381

A330/340 (1)
 
17

 
27

 
63

 
87

A350 XWB
 
8

 
4

 
23

 
11

A380
 
6

 
8

 
18

 
22

Total Airbus
 
146

 
171

 
474

 
501

Business/Regional Jets (2)
 
9

 
37

 
42

 
105

Total
 
347

 
392

 
1,105

 
1,176

 
(1)
Airbus publicly announced reduction in A330 production rate.
(2)
In December 2014, Spirit divested the Gulfstream G280 and G650 wing work packages to Triumph.

For purposes of measuring production or shipset deliveries for Boeing aircraft in a given period, the term “shipset” refers to sets of structural fuselage components produced or delivered for one aircraft in such period. For purposes of measuring production or shipset deliveries for Airbus and Business/Regional Jet aircraft in a given period, the term “shipset” refers to all structural aircraft components produced or delivered for one aircraft in such period. For the purposes of measuring wing shipset deliveries, the term "shipset" refers to all wing components produced or delivered for one aircraft in such period. Other components which are part of the same aircraft shipsets could be produced or shipped in earlier or later accounting periods than the components used to measure production or shipset deliveries, which may result in slight variations in production or delivery quantities of the various shipset components in any given period.
 
Net revenues by prime customer are as follows:
 
 
Three Months Ended
 
Nine Months Ended
Prime Customer
 
October 1,
2015
 
October 2,
2014
 
October 1,
2015
 
October 2,
2014
 
 
($ in millions)
 
($ in millions)
Boeing
 
$
1,352.9

 
$
1,381.8

 
$
4,274.6

 
$
4,358.2

Airbus
 
167.3

 
176.9

 
518.0

 
515.7

Other (1)
 
73.4

 
134.3

 
241.9

 
350.9

Total net revenues
 
$
1,593.6

 
$
1,693.0

 
$
5,034.5

 
$
5,224.8

 
(1)
In December 2014, Spirit divested the Gulfstream G280 and G650 wing work packages to Triumph.

Changes in Estimates

No changes in estimates on loss programs were recognized during the three months ended October 1, 2015 or during the same period in the prior year. During the three months ended October 1, 2015, we recognized favorable cumulative catch-up adjustments

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related to periods prior to the third quarter of 2015 of $19.0 million. In comparison, during the same period in the prior year, we recognized favorable cumulative catch-up adjustments related to periods prior to the third quarter of 2014 of $32.7 million.

During the nine months ended October 1, 2015, we recognized net favorable changes in estimates on loss programs of $5.1 million which includes favorable changes in estimates on loss programs of $6.4 million on certain Boeing fuselage programs, partially offset by forward loss charges of $1.3 million on certain Boeing propulsion programs. During the same period in the prior year, we recognized forward loss charges of $1.2 million which included forward loss charges of $0.9 million on certain fuselage programs and $0.3 million on certain wing programs. Additionally, during the nine months ended October 1, 2015, we recognized favorable cumulative catch-up adjustments related to periods prior to 2015 of $36.4 million. In comparison, during the same period in the prior year, we recognized favorable cumulative catch-up adjustments related to periods prior to 2014 of $45.8 million.

Three Months Ended October 1, 2015 as Compared to Three Months Ended October 2, 2014
 
Net Revenues.   Net revenues for the three months ended October 1, 2015 were $1,593.6 million, a decrease of $99.4 million, or 6%, compared to net revenues of $1,693.0 million for the same period in the prior year. The decrease in net revenues was primarily due to $83.5 million of lower production revenue driven by the absence of revenue from Gulfstream due to the divestiture of the G280 and G650 wing work packages in December 2014, lower net revenues recognized on the B787 program in accordance with pricing terms under the B787 Supply Agreement, resolution of historical non-conformance claims and lower net revenues on the A320 program due to fewer production deliveries and unfavorable foreign currency exchange rate fluctuations. These decreases were partially offset by increased revenue on the A350 XWB and B737 programs due to higher production deliveries. Non-recurring revenue, which includes engineering design and development activities, was lower by $12.5 million compared to the same period in the prior year. Approximately 95% of Spirit’s net revenues for the third quarter of 2015 came from our two largest customers, Boeing and Airbus.

Production deliveries to Boeing increased by 4% to 192 shipsets during the third quarter of 2015, compared to 184 shipsets in the same period of the prior year. Production deliveries to Airbus decreased by 15% to 146 shipsets during the third quarter of 2015, primarily driven by lower production of the A320 and A330, compared to 171 shipsets delivered in the same period in the prior year. Production deliveries of business/regional jet wing and wing components decreased by 76% to 9 shipsets during the third quarter of 2015, compared to 37 shipsets delivered in the same period of the prior year primarily due to the divestiture of the G280 and G650 wing work packages in December 2014. In total, production deliveries decreased overall by 11% to 347 shipsets during the third quarter of 2015, compared to 392 shipsets for the same period in the prior year.
 
Cost of Sales.   Cost of sales as a percentage of net revenues remained unchanged at 84% for the three months ended October 1, 2015, as compared to the same period in the prior year. In the third quarter of 2015, we recorded $19.0 million of favorable cumulative catch-up adjustments related to periods prior to the third quarter of 2015, primarily driven by productivity and efficiency improvements on mature programs. In the same period of 2014, we recorded $32.7 million of favorable cumulative catch-up adjustments related to periods prior to the third quarter of 2014. During the three months ended October 1, 2015, we experienced favorable labor and material cost performance on mature programs as well as favorable supply chain initiatives, offset by the resolution of historical customer and supplier claims.
 
SG&A and Research and Development.   SG&A expense was $4.5 million higher for the three months ended October 1, 2015, compared to the same period in the prior year. Research and development expense was $2.2 million lower for the three months ended October 1, 2015, compared to the same period in the prior year.
 
Operating Income.   Operating income for the three months ended October 1, 2015 was $191.6 million, a decrease of $24.7 million, compared to operating income of $216.3 million for the same period in the prior year.
 
Interest Expense and Financing Fee Amortization.   Interest expense and financing fee amortization for the three months ended October 1, 2015 includes $10.8 million of interest and fees paid or accrued in connection with long-term debt and $0.9 million in amortization of deferred financing costs and original issue discount, compared to $13.7 million of interest and fees paid or accrued in connection with long-term debt and $2.3 million in amortization of deferred financing costs and original issue discount for the same period in the prior year. As a result of Amendment No. 5 to our senior secured credit facility, interest expense for the three months ended October 1, 2015 includes lower interest expense on our term loan compared to the same period in the prior year. Amortization of deferred financing costs was higher for the three months ended October 2, 2014, as compared to the same period in the current year, due to amortization of the costs associated with Amendment No. 3 and Amendment No. 4 of our senior secured Credit Agreement entered into March 18, 2014 and June 3, 2014, respectively.
 
Other Expense, net. Other expense, net for the three months ended October 1, 2015 was $2.5 million, compared to $8.4 million for the same period in the prior year. Other expense was primarily driven by foreign exchange rate fluctuations as the

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British Pound weakened against the U.S. Dollar. We recognized foreign currency losses on an intercompany revolver and long-term contractual rights/obligations, as well as trade and intercompany receivables/payables which are denominated in a currency other than the entity’s functional currency.
 
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 discrete recognition could include finalizing audit examinations for open tax years, statute of limitations expiration, changes in tax law, or a valuation allowance release due to a change in judgment.
Based on an evaluation of both the positive and negative evidence available, management determined that it was necessary to establish a valuation allowance against our net U.S. deferred tax assets in 2013. The Company had experienced significant cumulative operating losses which were a result of forward losses recorded on certain development programs. The valuation allowance was established based on our conclusion that it was more likely than not that these deferred tax assets would not be realized. The more likely than not conclusion was based primarily on the fact that our operating losses resulted in a three-year cumulative loss position, and that estimates of future taxable income at that time were difficult to reasonably predict based upon forward losses that had been recorded on development programs and the maturity of those programs. Our conclusion was that the cumulative three-year operating losses were significant negative evidence which was difficult to overcome. Given the objectively verifiable negative evidence of a three-year cumulative loss and the weighting of all available positive evidence, including objectively verifiable favorable performance on certain sustaining programs, we excluded projected taxable income (aside from reversing taxable temporary differences) from our assessment of income that could be used as a source of taxable income to realize our deferred tax assets.

Throughout 2014 and through the first three quarters of 2015, the Company's trends were consistently improving operating profits, no material new forward losses, generation of positive taxable income exclusive of the impact of the Gulfstream divestiture in 2014 and utilization of underlying deferred tax assets. In line with accounting guidance, the utilization of underlying deferred tax assets and positive taxable income led to the reversal of a portion of the valuation allowance that was originally established in 2013.

Even though positive trends were emerging, based on continued evaluation of all available positive and negative evidence, including the continued existence of the three-year cumulative loss position through the second quarter of 2015, we believed it prudent to maintain the valuation allowance as of the second quarter of 2015. Due to the reasonable possibility that the valuation allowance would be reversed in the second half of 2015, we had, however, included an "early warning" disclosure in our second quarter 2015 consolidated financial statements.

Consistent with each quarter since the establishment of the valuation allowance, management performed an evaluation of all available positive and negative evidence to determine whether it was appropriate to maintain the valuation allowance in full, release a portion of the valuation allowance based upon utilization, or fully release the remaining valuation allowance. The key sources of evidence that management considered for the third quarter of 2015 are outlined below:
Positive evidence
The Company generated cumulative positive U.S. profits, adjusted for permanent items, of approximately $260.0 million for the twelve quarters ended October 1, 2015.
During the quarter ended October 1, 2015, the Company exited its three-year cumulative operating loss position, which eliminated the most significantly weighted objectively verifiable negative evidence included in our deferred tax asset valuation allowance evaluation.
The Company has existing long-term life of program contracts with firm backlog of approximately $46.0 billion, a substantial portion of which relates to mature U.S. programs with demonstrated recurring performance.
The Company’s projections forecast U.S. pre-tax book income and U.S. taxable profits, adjusted for permanent items for future years. The U.S. taxable profits, adjusted for permanent items are projected to provide sufficient capacity to fully realize all remaining gross U.S. deferred tax assets.
The Company has had seven consecutive quarters of sustained, demonstrated performance consistent with forecasted results, realized no material new forward losses on development programs, and established a positive history of meeting or exceeding EPS guidance expectations.
The Company remediated all material weaknesses which when combined with the other positive evidence above, allows us to reasonably rely upon future forecasts.


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Negative evidence
The Company assessed various areas of risk to future operating results, including development program risks, customer/vendor claims, and the uncertainty regarding the timing and final outcome of the resolution of contractual negotiations with key customers.

Based on an evaluation of both the positive and negative evidence available, management determined that it was appropriate to release nearly all of the remaining valuation allowance against its net U.S. deferred tax assets that remained from 2013 as of October 1, 2015. The net valuation allowance was decreased by $189.4 million for the three months ended October 1, 2015. The reduction reflects the realization of certain deferred tax assets within the Company’s annualized method of accounting for the portion of deferred tax assets realized through the quarter ended October 1, 2015, with the remainder reflected as a discrete adjustment to the Company’s income tax expense.

The income tax provision for the three months ended October 1, 2015, which includes $189.4 million of tax benefit from the decrease in valuation allowance, consists of ($82.8) million for federal taxes, ($54.8) million for state taxes and $1.7 million for foreign taxes. The income tax provision for the three months ended October 2, 2014 includes $20.7 million for federal taxes, $0.1 million for state taxes and $3.1 million for foreign taxes. The effective tax rate for the three months ended October 1, 2015 was (76.6%) as compared to 12.5% for the same period in the prior year. The difference in the effective tax rate recorded for the three months ended October 1, 2015 as compared to the same period in the prior year relates primarily to the U.S. net deferred tax asset valuation allowance decrease in 2015. The decrease from the U.S. statutory tax rate is attributable primarily to the inclusion of U.S. net deferred tax asset valuation allowance decrease, U.S. qualified domestic production activities deduction and foreign tax rates less than the U.S. rate.

Our income tax expense for 2015 does not reflect any benefit of the Research Tax Credit attributable to 2015 as the legislation has not been extended beyond December 2014. Should the legislation be extended during the year, the Company may record additional tax benefits for 2015 Research Tax Credit.

Segments.   The following table shows segment revenues and operating income for the three months ended October 1, 2015 and October 2, 2014:
 
Three Months Ended
 
October 1,
2015
 
October 2,
2014
 
($ in millions)
Segment Revenues
 

 
 

Fuselage Systems
$
819.8

 
$
804.0

Propulsion Systems
429.5

 
441.8

Wing Systems (1)
341.2

 
446.2

All Other
3.1

 
1.0

 
$
1,593.6

 
$
1,693.0

Segment Operating Income
 

 
 

Fuselage Systems
$
130.7

 
$
142.4

Propulsion Systems
95.1

 
81.8

Wing Systems
45.6

 
63.1

All Other
0.2

 
(0.3
)
 
271.6

 
287.0

Corporate SG&A
(54.5
)
 
(50.0
)
Research and development
(6.5
)
 
(8.7
)
Unallocated cost of sales (2)
(19.0
)
 
(12.0
)
Total operating income
$
191.6

 
$
216.3

 
(1)
In December 2014, Spirit divested the Gulfstream G280 and G650 wing work packages to Triumph.
(2)
Includes $11.8 million warranty reserve for each of the three month periods ended October 1, 2015 and October 2, 2014 .

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Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 52%, 27%, 21% and less than 1%, respectively, of our net revenues for the three months ended October 1, 2015.
 
Fuselage Systems.   Fuselage Systems segment net revenues for the three months ended October 1, 2015 were $819.8  million, an increase of $15.8 million, or 2%, compared to the same period in the prior year. The increase in net revenues was primarily due to higher production deliveries on the A350 XWB and B737 programs, partially offset by lower net revenues recognized on the B787 program, lower non-recurring revenues recognized on the A350 XWB program and resolution of historical non-conformance claims. Fuselage Systems segment operating margins were 16% for the three months ended October 1, 2015, compared to 18% for the same period in the prior year. In the third quarter of 2015, the segment recorded favorable cumulative catch-up adjustments of $7.8 million driven by productivity and efficiency improvements on mature programs and favorable supply chain initiatives, offset by the resolution of historical customer and supplier claims. In comparison, during the third quarter of 2014, the segment recorded favorable cumulative catch-up adjustments of $9.7 million driven by productivity and efficiency improvements on mature programs.
 
Propulsion Systems.   Propulsion Systems segment net revenues for the three months ended October 1, 2015 were $429.5 million, a decrease of $12.3 million, or 3%, compared to the same period in the prior year. The decrease in net revenues was primarily due to lower non-recurring net revenues and lower aftermarket sales, partially offset by higher production deliveries on certain Boeing twin aisle programs. Propulsion Systems segment operating margins were 22% for the three months ended October 1, 2015, compared to 19% for the same period in the prior year, primarily driven by favorable labor and material cost performance on mature programs. In the third quarter of 2015, the segment recorded favorable cumulative catch-up adjustments of $8.4 million driven by productivity and efficiency improvements on mature programs. In comparison, during the third quarter of 2014, the segment recorded favorable cumulative catch-up adjustments of $8.2 million driven by productivity and efficiency improvements on mature programs.
 
Wing Systems.   Wing Systems segment net revenues for the three months ended October 1, 2015 were $341.2 million, a decrease of $105.0 million, or 24%, compared to the same period in the prior year. The decrease in net revenues was primarily due to the divestiture of the G280 and G650 wing work packages in December 2014, lower production deliveries and unfavorable foreign currency exchange rate fluctuations on the A320 program and lower net revenue on the B787 program, partially offset by higher production deliveries on the A350 XWB program. Wing Systems segment operating margins were 13% for the three months ended October 1, 2015, compared to 14% for the same period in the prior year. In the third quarter of 2015, the segment recorded favorable cumulative catch-up adjustments of $2.8 million. In the third quarter of 2014, the segment recorded favorable cumulative catch-up adjustments of $14.8 million driven by productivity and efficiency improvements on mature programs.
 
All Other.   All Other segment net revenues consist of sundry sales of miscellaneous services, tooling contracts and natural gas revenues from KIESC. In the three months ended October 1, 2015, All Other segment net revenues were $3.1 million, an increase of $2.1 million compared to the same period in the prior year primarily due to higher net revenue on tooling contracts. The All Other segment recorded 6% operating margins for the three months ended October 1, 2015, compared to segment operating margins of (30%) for the same period in the prior year. The increase in segment operating margins for the three months ended October 1, 2015 was attributed to higher margins on tooling contracts.

  Nine Months Ended October 1, 2015 as Compared to Nine Months Ended October 2, 2014

Net Revenues.   Net revenues for the nine months ended October 1, 2015 were $5,034.5 million, a decrease of $190.3 million, or 4%, compared to net revenues of $5,224.8 million for the same period in the prior year. The decrease in net revenues was primarily due to $156.9 million of lower production revenue driven by lower net revenues from Gulfstream due to the divestiture of the G280 and G650 wing work packages in December 2014, lower net revenues recognized on the B787 program in accordance with pricing terms under the B787 Supply Agreement, resolution of historical non-conformance claims and lower net revenues on the A320 program due to fewer production deliveries and unfavorable foreign currency exchange rate fluctuations. These decreases were partially offset by increased revenue on the A350 XWB and B737 programs due to higher production deliveries. Non-recurring revenue, which includes engineering design and development activities, was lower by $17.6 million compared to the same period in the prior year. Revenue from Global Customer Support and Services was lower by $18.3 million compared to the same period in the prior year. Approximately 95% of Spirit’s net revenues for the first nine months of 2015 came from our two largest customers, Boeing and Airbus.

Production deliveries to Boeing increased by 3% to 589 shipsets during the first nine months of 2015, primarily driven by higher production rates on the B737 and B787 programs, compared to 570 shipsets delivered in the same period of the prior year. Production deliveries to Airbus decreased by 5% to 474 shipsets during the first nine months of 2015, compared to 501 shipsets delivered in the same period of the prior year. Production deliveries of business/regional jet wing and wing components decreased

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by 60% to 42 shipsets during the first nine months of 2015, compared to 105 shipsets delivered in the same period of the prior year, primarily due to the divestiture of the G280 and G650 wing work packages in December 2014. In total, production deliveries decreased overall by 6% to 1,105 shipsets during the first nine months of 2015, compared to 1,176 shipsets for the same period in the prior year.
 
Cost of Sales.   Cost of sales as a percentage of net revenues was 83% for the nine months ended October 1, 2015, as compared to 84% for the same period in the prior year. The slight decrease in cost of sales as a percentage of net revenues was primarily driven by favorable labor and material cost performance on mature programs, including a favorable impact of fixed overhead absorption as a result of higher production rates as well as favorable supply chain initiatives. In the first nine months of 2015, we recorded $36.4 million of favorable cumulative catch-up adjustments related to periods prior to the first nine months of 2015, primarily driven by productivity and efficiency improvements on mature programs, as well as $5.1 million of net favorable changes in estimates on loss programs. In the same period of 2014, we recorded $45.8 million of favorable cumulative catch-up adjustments related to periods prior to the first nine months of 2014, partially offset by $1.2 million of forward loss charges.
 
SG&A and Research and Development.   SG&A expense was $5.0 million lower for the nine months ended October 1, 2015, compared to the same period in the prior year, primarily due to lower consulting and legal fees incurred during the first nine months of 2015. Research and development expense was $1.6 million lower for the nine months ended October 1, 2015, compared to the same period in the prior year.
 
Operating Income.   Operating income for the nine months ended October 1, 2015 was $657.2 million, an increase of $30.3 million, compared to operating income of $626.9 million for the same period in the prior year.
 
Interest Expense and Financing Fee Amortization.   Interest expense and financing fee amortization for the nine months ended October 1, 2015 includes $35.7 million of interest and fees paid or accrued in connection with long-term debt and $6.0 million in amortization of deferred financing costs and original issue discount, compared to $51.2 million of interest and fees paid or accrued in connection with long-term debt and $21.0 million in amortization of deferred financing costs and original issue discount for the same period in the prior year. As a result of Amendment No. 5 to our senior secured credit facility, interest expense for the nine months ended October 1, 2015 includes lower interest expense on our term loan compared to the same period in the prior year. During the first nine months of 2014, we recognized a charge of $22.3 million for the write-down of deferred financing costs, original issue discount, third party fees and the call premium resulting from the financing activities announced during the first nine months of 2014, which included Amendment No. 3 to our senior secured credit facility and the redemption of our 2017 Notes using proceeds from the issuance of our 2022 Notes.
 
Other Expense, net. Other expense, net for the nine months ended October 1, 2015 was $0.8 million, compared to $1.2 million for the same period in the prior year. Other expense was primarily driven by foreign exchange rate gains and losses as the British Pound value fluctuated against the U.S. Dollar and the recognition of $2.0 million of losses related to the settlement of our interest rate swap agreements. We recognized foreign currency gains on an intercompany revolver and long-term contractual rights/obligations, as well as trade and intercompany receivables/payables, which are denominated in a currency other than the entity’s functional currency.
 
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 discrete recognition could include finalizing audit examinations for open tax years, statute of limitations expiration, or a change in tax law.
Based on an evaluation of both the positive and negative evidence available, management determined that it was necessary to establish a valuation allowance against our net U.S. deferred tax assets in 2013. The Company had experienced significant cumulative operating losses which were a result of forward losses recorded on certain development programs. The valuation allowance was established based on our conclusion that it was more likely than not that these deferred tax assets would not be realized. The more likely than not conclusion was based primarily on the fact that our operating losses resulted in a three-year cumulative loss position, and that estimates of future taxable income at that time were difficult to reasonably predict based upon forward losses that had been recorded on development programs and the maturity of those programs. Our conclusion was that the cumulative three-year operating losses were significant negative evidence which was difficult to overcome. Given the objectively verifiable negative evidence of a three-year cumulative loss and the weighting of all available positive evidence, including objectively verifiable favorable performance on certain sustaining programs, we excluded projected taxable income (aside from reversing taxable temporary differences) from our assessment of income that could be used as a source of taxable income to realize our deferred tax assets.

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Throughout 2014 and the first three quarters of 2015, the Company's trends were consistently improving operating profits, no material new forward losses, generation of positive taxable income and utilization of underlying deferred tax assets. In line with accounting guidance, the utilization of underlying deferred tax assets and positive taxable income led to the reversal of a portion of the valuation allowance that was originally established in 2013.
Even though positive trends were emerging, based on continued evaluation of all available positive and negative evidence, including the continued existence of the three-year cumulative loss position through the second quarter of 2015, we believed it prudent to maintain the valuation allowance as of the second quarter of 2015. Due to the reasonable possibility that the valuation allowance would be reversed in the second half of 2015, we had, however, included an "early warning" disclosure in our second quarter 2015 consolidated financial statements.
Consistent with each quarter since the establishment of the valuation allowance, management performed an evaluation of all available positive and negative evidence to determine whether it was appropriate to maintain the valuation allowance in full, release a portion of the valuation allowance based upon utilization, or fully release the remaining valuation allowance. The key sources of evidence that management considered for the third quarter of 2015 are outlined below:
Positive evidence
The Company generated cumulative positive U.S. profits, adjusted for permanent items, of $260.0 million for the twelve quarters ended October 1, 2015.
During the quarter ended October 1, 2015, the Company exited its three-year cumulative operating loss position, which eliminated the most significantly weighted objectively verifiable negative evidence included in our deferred tax asset valuation allowance evaluation.
The Company has existing long-term life of program contracts with firm backlog of approximately $46.0 billion, a substantial portion of which relates to mature programs with demonstrated recurring performance.
The Company’s projections forecast U.S. pre-tax book income and U.S. taxable profits, adjusted for permanent items for future years. The U.S. taxable profits, adjusted for permanent items are projected to provide sufficient capacity to fully realize all remaining gross U.S. deferred tax assets.
The Company has had seven consecutive quarters of sustained, demonstrated performance consistent with forecasted results, realized no material new forward losses on development programs, and established a positive history of meeting or exceeding EPS guidance expectations.
The Company remediated all material weaknesses which, when combined with the other positive evidence above, allows us to reasonably rely upon future forecasts.
Negative evidence
The Company assessed various areas of risk to future operating results, including development program risks, customer/vendor claims, and the uncertainty regarding the timing and final outcome of the resolution of contractual negotiations with key customers.

Based on an evaluation of both the positive and negative evidence available, management determined that it was appropriate to release nearly all of the remaining valuation allowance against its net U.S. deferred tax assets that remained from 2013 as of October 1, 2015. The net valuation allowance was decreased by $233.5 million for the nine months ended October 1, 2015. The reduction reflects the realization of certain deferred tax assets within the Company’s annualized method of accounting for the portion of deferred tax assets realized through the nine months ended October 1, 2015, with the remainder reflected as a discrete adjustment to the Company’s income tax expense.
The income tax provision for the nine months ended October 1, 2015, which includes $233.5 million of tax benefit from the decrease in valuation allowance, consists of $13.0 million for federal taxes, ($53.8) million for state taxes and $6.0 million for foreign taxes. The income tax provision for the nine months ended October 2, 2014 includes $88.0 million for federal taxes, $1.7 million for state taxes and ($0.8) million for foreign taxes. The effective tax rate for the nine months ended October 1, 2015 was (5.7%) as compared to 16.1% for the same period in the prior year. The difference in the effective tax rate recorded for the nine months ended October 1, 2015 as compared to the same period in the prior year relates primarily to the U.S. net deferred tax asset valuation allowance decrease in 2015. The decrease from the U.S. statutory tax rate is attributable primarily to the inclusion of U.S. net deferred tax asset valuation allowance decrease, U.S. qualified domestic production activities deduction and foreign tax rates less than the U.S. rate.

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Our income tax expense for 2015 does not reflect any benefit of the Research Tax Credit attributable to 2015 as the legislation has not been extended beyond December 2014. Should the legislation be extended during the year, the Company may record additional tax benefits for 2015 Research Tax Credit.
Segments.   The following table shows segment revenues and operating income for the nine months ended October 1, 2015 and October 2, 2014: 

 
Nine Months Ended
 
October 1,
2015
 
October 2,
2014
 
($ in millions)
Segment Revenues
 

 
 

Fuselage Systems
$
2,624.2

 
$
2,567.3

Propulsion Systems
1,316.0

 
1,352.5

Wing Systems (1)
1,085.4

 
1,298.7

All Other
8.9

 
6.3

 
$
5,034.5

 
$
5,224.8

Segment Operating Income
 

 
 

Fuselage Systems
$
463.2

 
$
416.6

Propulsion Systems
279.0

 
248.2

Wing Systems
140.9

 
184.1

All Other
1.3

 

 
884.4

 
848.9

Corporate SG&A
(159.9
)
 
(164.9
)
Research and development
(20.2
)
 
(21.8
)
Unallocated cost of sales (2)
(47.1
)
 
(35.3
)
Total operating income
$
657.2

 
$
626.9

 
(1)
In December 2014, Spirit divested the Gulfstream G280 and G650 wing work packages to Triumph.
(2)
Includes $34.2 million and $34.4 million of warranty reserve for the nine months ended October 1, 2015 and October 2, 2014 , respectively.

Fuselage Systems, Propulsion Systems, Wing Systems and All Other represented approximately 52%, 26%, 22% and less than 1%, respectively, of our net revenues for the nine months ended October 1, 2015.
 
Fuselage Systems.   Fuselage Systems segment net revenues for the nine months ended October 1, 2015 were $2,624.2  million, an increase of $56.9 million, or 2%, compared to the same period in the prior year. The increase in net revenues was primarily due to higher production deliveries on the A350 XWB and B737 programs and higher non-recurring net revenues on certain Boeing programs, partially offset by lower net revenues recognized on the B787 program, lower non-recurring revenues recognized on the A350 XWB program and resolution of historical non-conformance claims. Fuselage Systems segment operating margins were 18% for the nine months ended October 1, 2015, compared to 16% for the same period in the prior year, with the increase primarily driven by favorable labor and material cost performance on mature programs, including a favorable impact of fixed overhead absorption as a result of higher production rates. In the first nine months of 2015, the segment recorded favorable cumulative catch-up adjustments of $15.4 million driven by productivity and efficiency improvements on mature programs and favorable supply chain initiatives, as well as $6.4 million of favorable changes in estimates on loss programs, offset by the resolution of historical customer and supplier claims. In comparison, during the first nine months of 2014, the segment recorded favorable cumulative catch-up adjustments of $10.2 million driven by productivity and efficiency improvements on mature programs, partially offset by a forward loss charge of $0.9 million.
 
Propulsion Systems.   Propulsion Systems segment net revenues for the nine months ended October 1, 2015 were $1,316.0 million, a decrease of $36.5 million, or 3%, compared to the same period in the prior year. The decrease in net revenues was primarily due to lower non-recurring net revenues and lower aftermarket sales, partially offset by higher production deliveries on

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the B737 and BR725 programs. Propulsion Systems segment operating margins were 21% for the nine months ended October 1, 2015, compared to 18% for the same period in the prior year, primarily driven by favorable labor and material cost performance on mature programs, including a favorable impact of fixed overhead absorption as a result of higher production rates. In the first nine months of 2015, the segment recorded favorable cumulative catch-up adjustments of $19.8 million driven by productivity and efficiency improvements on mature programs, partially offset by a forward loss charge of $1.3 million. In comparison, during the first nine months of 2014, the segment recorded favorable cumulative catch-up adjustments of $11.2 million driven by productivity and efficiency improvements on mature programs.
 
Wing Systems.   Wing Systems segment net revenues for the nine months ended October 1, 2015 were $1,085.4 million, a decrease of $213.3 million, or 16%, compared to the same period in the prior year. The decrease in net revenues was primarily due to the divestiture of the G280 and G650 wing work packages in December 2014, lower production deliveries on the A320 program and lower net revenue on the B787 program, partially offset by higher production deliveries on the A350 XWB program. Wing Systems segment operating margins were 13% for the nine months ended October 1, 2015, compared to 14% for the same period in the prior year. In the first nine months of 2015, the segment recorded unfavorable cumulative catch-up adjustments of $1.2 million. In the first nine months of 2014, the segment recorded favorable cumulative catch-up adjustments of $24.4 million driven by productivity and efficiency improvements on mature programs, partially offset by forward loss charges of $0.3 million.
 
All Other.   All Other segment net revenues consist of sundry sales of miscellaneous services, tooling contracts and natural gas revenues from KIESC. In the nine months ended October 1, 2015, All Other segment net revenues were $8.9 million, an increase of $2.6 million compared to the same period in the prior year, primarily due to higher revenue on tooling contracts. The All Other segment recorded 15% operating margins for the nine months ended October 1, 2015, compared to no segment operating margin for the same period in the prior year.

Liquidity and Capital Resources
 
The primary sources of our liquidity include cash on hand, cash flow from operations, which includes receivables from customers and borrowings available under our revolving credit facility. Additionally, we may receive advance payments from customers and proceeds from asset sales. Our liquidity requirements are driven by our long-cycle business model. Our business model is comprised of four to six year non-recurring investment periods, which include design and development efforts, followed by recurring production through the life of the contract, which could extend beyond twenty years. The non-recurring investment periods require significant outflows of cash as we design the product, build tooling, purchase equipment and build initial production inventories. These activities could be funded partially through customer advances and milestone payments, which are offset against revenue as production units are delivered in the case of customer advances, or recognized as revenue as milestones are achieved in the case of milestone payments. The remaining funds needed to support non-recurring programs come from predictable cash inflows from our mature programs that are in the recurring phase of the production cycle. The non-recurring investment period typically ends concurrently with initial deliveries of completed aircraft by our customers, which indicates that a program has entered into the recurring production phase. When a program reaches steady recurring production, it typically results in long-term generation of cash from operations. As part of our business model, we have continuously added new non-recurring programs, which are supported by mature programs that are in the steady recurring phase of the production cycle to promote growth.
 
As of October 1, 2015, we had $1,042.7 million of cash and cash equivalents on the balance sheet and $650.0 million of available borrowing capacity under our revolving credit facility. There were no borrowings or outstanding balances under our revolving credit facility as of October 1, 2015. 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.














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Cash Flows
 
The following table provides a summary of our cash flows for the nine months ended October 1, 2015 and October 2, 2014:
 
 
For the nine months ended
 
October 1, 2015
 
October 2, 2014
 
($ in millions)
Net income
$
650.4

 
$
465.0

Adjustments to reconcile net income
(68.0
)
 
142.4

Changes in working capital
387.0

 
(279.1
)
Net cash provided by operating activities
969.4

 
328.3

Net cash used in investing activities
(214.7
)
 
(133.6
)
Net cash used in financing activities
(89.7
)
 
(162.2
)
Effect of exchange rate change on cash and cash equivalents
(0.2
)
 
(0.4
)
Net increase in cash and cash equivalents for the period
664.8

 
32.1

Cash and cash equivalents, beginning of period
377.9

 
420.7

Cash and cash equivalents, end of period
$
1,042.7

 
$
452.8

 
Nine Months Ended October 1, 2015 as Compared to Nine Months Ended October 2, 2014
 
Operating Activities. For the nine months ended October 1, 2015, we had a net cash inflow of $969.4 million from operating activities, an increase of $641.1 million, compared to a net cash inflow of $328.3 million for the same period in the prior year. The increase in net cash provided by operating activities was primarily due to $190.5 million higher cash receipts from customers for production deliveries, including settlement of retainage receivable, and $127.2 million higher cash receipts from customers for non-recurring activities, including deferred revenue payments, compared to the same period in the prior year. Cash paid for operating expenses was $176.1 million lower during the nine months ended October 1, 2015, compared to the same period in the prior year, primarily due to favorable supply chain initiatives. Operating activities during the nine months ended October 1, 2015 reflect the decrease in both cash receipts and costs associated with the G280 and G650 wing work packages which were divested in December 2014. Net tax refunds received during the first nine months of 2015 were $15.2 million compared to net tax payments of $48.4 million during the same period in the prior year.

Investing Activities. For the nine months ended October 1, 2015, we had a net cash outflow of $214.7 million for investing activities, an increase in outflow of $81.1 million compared to a net cash outflow of $133.6 million for the same period in the prior year. During the first nine months of 2015, investing activities consisted primarily of capital expenditures for construction in progress to support increasing production rates. Similarly, during the first nine months of 2014, capital expenditures consisted primarily of construction in progress to support increasing production rates.
 
Financing Activities. For the nine months ended October 1, 2015, we had a net cash outflow of $89.7 million for financing activities, a decrease in outflow of $72.5 million, compared to a net cash outflow of $162.2 million for the same period in the prior year. During the nine months ended October 1, 2015, the Company repurchased 0.9 million shares of its class A common stock for $45.9 million. Additionally, during the nine months ended October 1, 2015, we entered into Amendment No. 5 to our senior secured Credit Agreement which resulted in debt issuance costs of $4.7 million. During the nine months ended October 2, 2014, we entered into Amendment No. 3 to our senior secured Credit Agreement and redeemed our 2017 Notes using proceeds from the issuance of our 2022 Notes. Debt issuance costs for the nine months ended October 2, 2014 totaled $20.8 million and consisted of third party fees and tender and consent fees. In connection with a secondary offering by Onex and certain other stockholders during the first nine months of 2014, we repurchased 4 million shares of class A common stock for $129.2 million. In the first nine months of 2015, payments on debt other than the financing activity were $29.2 million compared to $14.6 million in the same period in the prior year.

Future Cash Needs and Capital Spending
 
Our primary future cash needs will consist of working capital, debt service, research and development and capital expenditures, including potential share repurchases, dividend payments, merger and acquisition or disposition activities. We expend significant capital as we undertake new programs, which begin in the non-recurring investment phase of our business model. In addition, we expend significant capital to meet increased production rates on certain mature and maturing programs, including the B737, B787,

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A320 and A350 XWB programs. In response to announced customer production rate increases, we are evaluating various plans to relieve capacity constraints. We also require capital to develop new technologies for the next generation of aircraft, which may not be funded by our customers. Capital expenditures for the nine months ended October 1, 2015 totaled $216.5 million, as compared to $134.0 million for the same period in 2014. We plan to fund future capital expenditures and cash requirements from cash on hand, cash generated by operations, customer cash advances, borrowings available under our revolving credit facility and proceeds from asset sales, if any.

 In July 2015, our Board of Directors authorized a share repurchase program authorizing the purchase of up to $350.0 million of our common stock. Repurchases may be made intermittently through December 31, 2017. We intend to fund repurchases under the share repurchase program from cash on hand.

During the nine months ended October 1, 2015, the Company repurchased 0.9 million shares of its class A common stock for $45.9 million. The Company had remaining authorization from our Board of Directors for a total of $304.1 million in future common share repurchases under our share repurchase program as of October 1, 2015.

Pension and Other Post Retirement Benefit Obligations
 
Our U.S. pension plan remained fully funded at October 1, 2015 and we anticipate non-cash pension income for 2015 to remain at or near the same level as 2014. 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. See Note 13, Pension and Other Post-Retirement Benefits, for more information on the Company's pension plans.
 
Debt and Other Financing Arrangements

On March 18, 2015, Spirit AeroSystems, Inc., as borrower, Spirit AeroSystems Holdings, Inc., as parent guarantor, and certain of its subsidiaries entered into Amendment No. 5 (the “Amendment”) to the Company's senior secured Credit Agreement, dated as of April 18, 2012, as amended by Amendment No. 1, dated as of October 26, 2012, Amendment No. 2, dated as of August 2, 2013, Amendment No. 3, dated as of March 18, 2014 and Amendment No. 4, dated as of June 3, 2014 (the "Credit Agreement"). The Amendment provided for a new $535.0 million senior secured term loan A (the “Term Loan”) with a maturity date of March 18, 2020, which replaces the term loan B which had an amount outstanding of approximately $534.9 million (the “Term Loan B”) that was scheduled to mature on September 15, 2020. The Term Loan bears interest, at Spirit’s option, at either LIBOR plus 1.75% or a defined “base rate” plus 0.75%, subject to adjustment to amounts between and including LIBOR plus 1.75% and LIBOR plus 2.50% (or amounts between and including base rate plus 0.75% and base rate plus 1.50%, as applicable) based on changes to Spirit’s debt-to-EBITDA ratio. The principal obligations under the Term Loan are to be repaid in equal quarterly installments of $6.7 million, with the remaining balance due at maturity of the Term Loan. The Amendment maintained substantially the same prepayment requirements and covenant structure under the Credit Agreement, and provided the Company with some additional flexibility with respect to certain activities. Spirit used the proceeds of the Term Loan to pay off the Term Loan B and to pay a portion of the fees and expenses payable in connection with the Amendment.

Substantially all of Spirit's assets, including inventory and property, plant and equipment, continue to be pledged as collateral for both the Term Loan and the revolving credit facility. As of October 1, 2015, the outstanding balance of the Term Loan was $514.9 million. As a result of extinguishment of the Term Loan B during the first quarter of 2015, the Company recognized a loss on extinguishment of debt of $3.6 million. Of this total charge, $3.1 million is reflected within amortization of deferred financing fees and $0.5 million is reflected within amortization expense on the Condensed Consolidated Statement of Cash Flows for the nine months ended October 1, 2015 .
 
Senior Notes.   In November 2010, the Company issued $300.0 million in aggregate principal amount of 6.75% 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 carrying value of the 2020 Notes was $300.0 million as of October 1, 2015 .

In March 2014, the Company issued $300.0 million in aggregate principal amount of 5.25% Senior Notes due March 15, 2022 (the "2022 Notes") with interest payable, in cash in arrears, on March 15 and September 15 of each year, beginning September 15, 2014. The 2022 Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Company and its existing and future domestic subsidiaries that guarantee Spirit's obligations under its amended senior secured credit facility. The carrying value of the 2022 Notes was $299.5 million as of October 1, 2015 .
 

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Advances and Deferred Revenue on the B787 Program.  Boeing has made advance payments to Spirit under the B787 Supply Agreement, which advance payments are required to be repaid to Boeing by way of offset against the purchase price for future shipset deliveries. On April 8, 2014, the Company signed a memorandum of agreement with Boeing which suspended advance repayments related to the B787 program for a period of twelve months beginning April 1, 2014. Repayment recommenced on April 1, 2015 and any repayments which otherwise would have become due during such twelve-month period will offset the purchase price for shipset 1,001 and beyond. In the event Boeing does not take delivery of a sufficient number of shipsets to repay the full amount of advances prior to the termination of the B787 program or the B787 Supply Agreement, any advances not then repaid will be applied against any outstanding payments then due by Boeing to us, and any remaining balance will be repaid in annual installments of $42.0 million due on December 15th of each year until the advance payments have been fully recovered by Boeing. As of October 1, 2015 , the amount of advance payments and deferred revenue received by us from Boeing under the B787 Supply Agreement and not yet repaid or recognized as revenue was approximately $828.2 million .
 
Advances on the A350 Fuselage Program.   In March 2012, we signed a Memorandum of Agreement with Airbus providing for Airbus to make advance payments to us in 2012. The advance payments are offset against the recurring price of A350 XWB shipsets invoiced by Spirit, at a rate of $1.25 million per shipset. We received $250.0 million in advance payments in 2012 and the balance that had not been repaid as of October 1, 2015 was $200.3 million .
 
Malaysian Facility Agreement .  The Company’s wholly-owned subsidiary, Spirit AeroSystems Malaysia SDN BHD is party to a Facility Agreement for a term loan facility with the Malaysian Export-Import Bank for Ringgit Malaysia (“RM”) 69.2 million (approximately USD $20.0 million equivalent) (the “Malaysia Facility”). The Malaysia Facility requires quarterly principal repayments of RM 3.3 million (approximately USD $1.0 million equivalent) from September 2011 through May 2017 and quarterly interest payments payable at a fixed interest rate of 3.50% per annum. The Malaysia Facility loan balance as of October 1, 2015 was $3.7 million.

French Factory Capital Lease Agreement . The Company’s indirect wholly-owned subsidiary, Spirit AeroSystems France SARL is party to a capital lease agreement for €9.0 million (approximately USD $13.1 million equivalent) with a subsidiary of BNP Paribas Bank. Lease payments under the capital lease agreement are variable, subject to the three-month Euribor rate plus 2.20%. Lease payments are due quarterly through April 2025. As of October 1, 2015 , the Saint-Nazaire capital lease balance was $7.6 million.
 
Nashville Design Center Capital Lease Agreement.  During the second quarter of 2015, the Company terminated its capital lease agreement for a portion of an office building in Nashville, Tennessee resulting in the capital lease balance at October 1, 2015 of zero.
 
Credit Ratings
 
The Company's credit rating at the end of the third quarter of 2015 was a BB, positive outlook by Standard & Poor's Rating Services and a Ba1, stable outlook by Moody's Investors Services.
 
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, as well as certain financial metrics. 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.


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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 “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “should,” “will,” and other similar words or phrases, 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, execution and profitability of new and maturing programs;
our ability to perform our obligations and manage costs related to our new and maturing commercial, business aircraft and military development programs and the related recurring production;
margin pressures and the potential for additional forward losses on new and maturing programs;
our ability to accommodate, and the cost of accommodating, announced increases in the build rates of certain aircraft;
the effect on aircraft demand and build rates of changing customer preferences for business aircraft, including the effect of global economic conditions on the business aircraft market and expanding conflicts or political unrest in the Middle East or Asia;
customer cancellations or deferrals as a result of global economic uncertainty;
the effect of economic conditions in the industries and markets in which we operate in the U.S. and globally and any changes therein, including fluctuations in foreign currency exchange rates;
the success and timely execution of key milestones such as receipt of necessary regulatory approvals and customer adherence to their announced schedules;
our ability to successfully negotiate future pricing under our supply agreements with Boeing, Airbus and our other customers;
our ability to enter into profitable supply arrangements with additional customers;
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;
our ability to avoid or recover from cyber-based or other security attacks, information technology failures or other disruptions;
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 commercial aerospace original equipment manufacturers and other aerostructures suppliers;
the effect of governmental laws, such as U.S. export control laws and U.S. and foreign anti-bribery laws such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and environmental laws and agency regulations, both in the U.S. and abroad;
any reduction in our credit ratings;
our dependence on our suppliers, as well as the cost and availability of raw materials and purchased components;

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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;
our exposure under our existing senior secured revolving credit facility to higher interest payments should interest rates increase substantially;
the effectiveness of any interest rate hedging programs;
the effectiveness of our internal control over financial reporting;
the outcome or impact of ongoing or future litigation, claims 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 2014 Form 10-K, our Q1 2015 Form 10-Q, our Q2 2015 Form 10-Q and this Quarterly Report on Form 10-Q for a more complete discussion of these and other factors that may affect our business.


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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 interest 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 2014 Form 10-K which could materially affect our business, financial condition or results of operations. There have been no material changes in our market risk since the filing of our 2014 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 October 1, 2015 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, as amended, is recorded, processed, summarized and reported within the time period specified in the Security 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 of the Company, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
  
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting that occurred during the third quarter of 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION
 
Item 1. Legal Proceedings
 
Information regarding any recent material development relating to our legal proceedings since the filing of our 2014 Form 10-K is included in Note 18, Commitments, Contingencies and Guarantees to our condensed consolidated financial statements included in Part I of this Quarterly Report and 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 2014 Form 10-K, which could materially affect our business, financial condition or results of operations. There have been no material changes to the Company’s risk factors previously disclosed in our 2014 Form 10-K, as updated in our Q1 2015 Form 10-Q and our Q2 2015 Form 10-Q.
 



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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered equity securities during the three months ended October 1, 2015.

The following table provides information about our repurchases during the three months ended October 1, 2015 of our common stock that is registered pursuant to Section 12 of the Securities Exchange Act of 1934.

ISSUER PURCHASES OF EQUITY SECURITIES
Period (a)
Total Number of Shares Purchased
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Approximate Dollar Value of Shares that May Yet be Repurchased Under the Plans or Programs (b)
 
($ in millions other than per share amounts)
July 3, 2015 - August 6, 2015

 

 

 
$
350.0

August 7, 2015 - September 3, 2015

 

 

 
$
350.0

September 4, 2015 - October 1, 2015
924,000

 
$
49.6273

 
924,000

 
$
304.1

Total
924,000

 
$
49.6273

 
924,000

 
$
304.1


(a) Our fiscal months often differ from the calendar months except for the month of December, as our fiscal year ends on December 31. For example, September 3, 2015 was the last day of our August 2015 fiscal month.
(b) On July 29, 2015, the Company announced that our Board of Directors authorized a share repurchase program for the purchase of up to $350.0 million of our common stock. Repurchases may be made intermittently through December 31, 2017.


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Item 6.   Exhibits
 
Article I.
Exhibit
Number
 
Section 1.01 Exhibit
 
 
 
14.1 *
 
Spirit AeroSystems Holdings, Inc. Code of Ethics and Business Conduct, as amended
 
 
 
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.
 
 
 
*
 
Filed herewith
 
 
 
**
 
Furnished herewith


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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/ Sanjay Kapoor
 
Senior Vice President and Chief Financial
 
October 30, 2015
     Sanjay Kapoor
 
Officer (Principal Financial Officer)
 
 




Signature
 
Title
 
Date
 
 
 
 
 
/s/ Mark J. Suchinski
 
Vice President and Corporate Controller (Principal Accounting Officer)
 
October 30, 2015
     Mark J. Suchinski
 
 
 
 


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SPIRIT AEROSYSTEMS Code of Ethics and Business Conduct Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Throughout the Code of Ethics and Business Conduct, 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 of Ethics and Business Conduct is subject to revision as laws, regulations, or Spirit policies or procedures, which may vary by country and/or location, change. You should review the most up-to-date policies posted on the Spirit Business Writings website. Some locations may also have unique procedures that can be found on our Company’s intranet site. Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? ii Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
iii Introduction from the CEO Dear Colleagues, Welcome to Spirit’s Code of Ethics and Business Conduct (“Code”). We uphold the Code and periodically recommit ourselves to it because, as a leading designer and builder of aircraft structures and components, we have serious obligations to our employees, customers and communities. We have a responsibility to: ∙ Make reliable, high-quality products that our customers and the public will have conf_idence using; ∙ 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. While the Code mainly provides guidelines for how we behave behind company gates, 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 know where to f_ind it for reference. The Code is for all of us—employees, off_icers, directors, consultants and aff_iliates. 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. The Code can be found in all of our Company Values: ∙ Commitment ∙ Integrity ∙ Quality Spirit is a company with a long legacy of excellence and commitment to outstanding quality and performance. I’m proud to be part of that legacy. As I travel around the world promoting our products and capabilities, I f_ind myself promoting our team as much as our capabilities. 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 for your continued efforts to protect Spirit’s brand, its legacy and its future. Larry A. Lawson President & CEO Spirit AeroSystems Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Introduction from the CEO Dear Colleagues, Welcome to Spirit’s Code of Ethics and Business Conduct (“Code”). We uphold the Code and periodically recommit ourselves to it because, as a leading designer and builder of aircraft structures and components, we have serious obligations to our employees, customers and communities. We have a responsibility to: ∙ Make reliable, high-quality products that our customers and the public will have conf_idence using; ∙ 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. While the Code mainly provides guidelines for how we behave behind company gates, 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 know where to f_ind it for reference. The Code is for all of us—employees, off_icers, directors, consultants and aff_iliates. 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. iv The Code can be found in all of our Company Values: ∙ Commitment ∙ Integrity ∙ Quality Spirit is a company with a long legacy of excellence and commitment to outstanding quality and performance. I’m proud to be part of that legacy. As I travel around the world promoting our products and capabilities, I f_ind myself promoting our team as much as our capabilities. 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 for your continued efforts to protect Spirit’s brand, its legacy and its future. Larry A. Lawson President & CEO Spirit AeroSystems Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
v Table of Contents Spirit AeroSystems Code of Ethics and Business Conduct ..............................................................i Focus on… Ethics ..................................................................................................................1 Reporting Concerns and Seeking Guidance............................................................................1 Non-Retaliation Policy ........................................................................................................2 Personal Accountability.......................................................................................................2 Focus on… Our Fellow Employees...........................................................................................3 Respecting Each Other ........................................................................................................3 Ensuring a Safe, Secure and Healthy Workplace .....................................................................5 Violence in the Workplace ..................................................................................................6 Drug- and Alcohol-Free Workplace .......................................................................................6 Personal Employee Information ............................................................................................7 Focus on… Our Customers and Business Partners ......................................................................7 Ensuring the Quality of Our Products and Services ..................................................................7 Doing Business Fairly .........................................................................................................7 Fair Dealing......................................................................................................................7 Competition Laws ..............................................................................................................8 Conducting International Business ........................................................................................8 The FCPA and Other Anti-Bribery Laws .................................................................................8 Trade Controls ..................................................................................................................9 Anti-Boycott Laws.............................................................................................................11 Protecting Third-Party Intellectual Property and Information....................................................11 Serving Our Government Customers ...................................................................................12 Contract Bid and Negotiation Laws and Regulations .............................................................12 The Anti-Kickback Act.......................................................................................................13 Government Contract Fulf_illment Laws and Regulations ..........................................................13 Classif_ied Government Information .....................................................................................14 International Labor Laws...................................................................................................14 Human Traff_icking ...........................................................................................................14 Conf_lict Minerals..............................................................................................................14 Focus on… Our Shareholders ...............................................................................................15 Keeping Accurate Records.................................................................................................15 Records Retention ............................................................................................................15 Avoiding Conf_licts of Interest..............................................................................................16 Gifts and Entertainment ....................................................................................................17 Business Relationships with Relatives and Friends..................................................................18 Employee Relationships ....................................................................................................18 Outside Employment ........................................................................................................19 Investments in Suppliers, Business Partners and Competitors ...................................................19 Corporate Opportunities...................................................................................................19 Safeguarding Company Assets and Information ...................................................................19 Physical Assets ................................................................................................................19 Spirit Information and Intellectual Property ...........................................................................20 Proper Use of Technology .................................................................................................20 Spirit’s Name and Reputation ............................................................................................21 Social Media...................................................................................................................21 Using Inside Information Properly.......................................................................................22 Focus on… Our Communities................................................................................................22 Caring for Our Environment ..............................................................................................22 Participating in Political and Charitable Activities ..................................................................23 Waivers of the Code............................................................................................................24 Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Table of Contents Spirit AeroSystems Code of Ethics and Business Conduct ..............................................................i Focus on… Ethics ..................................................................................................................1 Reporting Concerns and Seeking Guidance............................................................................1 Non-Retaliation Policy ........................................................................................................2 Personal Accountability.......................................................................................................2 Focus on… Our Fellow Employees...........................................................................................3 Respecting Each Other ........................................................................................................3 Ensuring a Safe, Secure and Healthy Workplace .....................................................................5 Violence in the Workplace ..................................................................................................6 Drug- and Alcohol-Free Workplace .......................................................................................6 Personal Employee Information ............................................................................................7 Focus on… Our Customers and Business Partners ......................................................................7 Ensuring the Quality of Our Products and Services ..................................................................7 Doing Business Fairly .........................................................................................................7 Fair Dealing......................................................................................................................7 Competition Laws ..............................................................................................................8 Conducting International Business ........................................................................................8 The FCPA and Other Anti-Bribery Laws .................................................................................8 Trade Controls ..................................................................................................................9 Anti-Boycott Laws.............................................................................................................11 Protecting Third-Party Intellectual Property and Information....................................................11 Serving Our Government Customers ...................................................................................12 Contract Bid and Negotiation Laws and Regulations .............................................................12 The Anti-Kickback Act.......................................................................................................13 Government Contract Fulf_illment Laws and Regulations ..........................................................13 Classif_ied Government Information .....................................................................................14 International Labor Laws...................................................................................................14 vi Table of Contents (continued) Human Traff_icking ...........................................................................................................14 Conf_lict Minerals..............................................................................................................14 Focus on… Our Shareholders ...............................................................................................15 Keeping Accurate Records.................................................................................................15 Records Retention ............................................................................................................15 Avoiding Conf_licts of Interest..............................................................................................16 Gifts and Entertainment ....................................................................................................17 Business Relationships with Relatives and Friends..................................................................18 Employee Relationships ....................................................................................................18 Outside Employment ........................................................................................................19 Investments in Suppliers, Business Partners and Competitors ...................................................19 Corporate Opportunities...................................................................................................19 Safeguarding Company Assets and Information ...................................................................19 Physical Assets ................................................................................................................19 Spirit Information and Intellectual Property ...........................................................................20 Proper Use of Technology .................................................................................................20 Spirit’s Name and Reputation ............................................................................................21 Social Media...................................................................................................................21 Using Inside Information Properly.......................................................................................22 Focus on… Our Communities................................................................................................22 Caring for Our Environment ..............................................................................................22 Participating in Political and Charitable Activities ..................................................................23 Waivers of the Code............................................................................................................24 Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
1 Focus on… Ethics At Spirit, we’re known for being innovative—we design and build state-of-the-art aerostructures for the world’s most recognizable aircraft using the latest technologies and techniques. We also provide worldwide customer support. Our business is always transforming, but one thing has remained constant—our dedication to upholding the very highest ethical standards and adhering to all relevant laws and regulations. Each of us is able to continue our ethical legacy by being familiar with and following our 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, off_icers, directors and aff_iliates. 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. Our Code is designed to act as a guide for our day-to-day conduct—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 explains the behaviors that are expected of us and helps us make good legal and ethical choices. 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 or your local Human Resources off_ice for the policies and procedures referenced throughout the Code. Remember that failure to comply with the Code could result in disciplinary action, up to and including termination from employment. We will certify to our compliance, and our knowledge of others’ compliance, with the Code periodically. For more information, please see Spirit’s Ethical Business Conduct policy. Reporting Concerns and Seeking Guidance Our Code can’t answer every question, so if you have concerns or need help, you should always speak up. 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. Reporting issues helps all of us in the long run by ensuring that Spirit remains a great place to work. Your manager will often be in the best position to help you if you need assistance. However, if you’re not comfortable speaking with your manager, you should feel free to contact other members of management, your local Human Resources off_ice, the Law Department, or the Corporate Compliance off_ice by writing to: Spirit AeroSystems, Inc. Corporate Compliance Off_ice PO Box 780008 MC 11 70 Wichita, KS 67278-0008 USA You may also report concerns or ask questions through our ethics and compliance hotline. 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 number at 1-888-577-9490 (in the United States) and 08-000328483 (outside the United States). EthicsPoint is staffed 24 hours a day, 7 days a week. When allowed by local law, you have the option to f_ile 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 identif_ication 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 conf_identiality to the extent possible, consistent with resolution of the issue. Q During the normal course of his work, Marco accidentally damages a fuselage. He knows that he should report the situation, but he’s worried that repairing his mistake might cost our Company a lot of money. He knows that something needs to be done, but he’s afraid of losing his job. What should he do? Click to f_ind out! A The Code requires that Marco report the damage to a manager right away. 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 never have to worry about retaliation for a report made in good faith. “Good faith” doesn’t mean that your suspicions have to be proven correct—it just means that you believe the information you provide is true, and you have given all of the information you have. Spirit won’t tolerate retaliation against any of us for raising a good faith concern, asking a question or participating in an investigation. For more information, please see our Discrimination and Harassment and Ethical Business Conduct policies. Personal Accountability Spirit is committed to doing what’s 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 co-workers, our Company and ourselves at risk. Violating the Code subjects us to disciplinary action, up to and including termination of employment. Individuals involved may also be subject to potential criminal or civil liability. If you are a manager, you’re expected to do more than simply follow the Code—you also need to set an example through your words and actions. You may also receive reports from employees about potential violations of the Code. You should make sure that those reports are submitted to the appropriate department listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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 of employment. Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
At Spirit, we’re known for being innovative—we design and build state-of-the-art aerostructures for the world’s most recognizable aircraft using the latest technologies and techniques. We also provide worldwide customer support. Our business is always transforming, but one thing has remained constant—our dedication to upholding the very highest ethical standards and adhering to all relevant laws and regulations. Each of us is able to continue our ethical legacy by being familiar with and following our 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, off_icers, directors and aff_iliates. 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. Our Code is designed to act as a guide for our day-to-day conduct—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 explains the behaviors that are expected of us and helps us make good legal and ethical choices. 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 or your local Human Resources off_ice for the policies and procedures referenced throughout the Code. Remember that failure to comply with the Code could result in disciplinary action, up to and including termination from employment. We will certify to our compliance, and our knowledge of others’ compliance, with the Code periodically. For more information, please see Spirit’s Ethical Business Conduct policy. Reporting Concerns and Seeking Guidance Our Code can’t answer every question, so if you have concerns or need help, you should always speak up. 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. Reporting issues helps all of us in the long run by ensuring that Spirit remains a great place to work. Your manager will often be in the best position to help you if you need assistance. However, if you’re not comfortable speaking with your manager, you should feel free to contact other members of management, your local Human Resources off_ice, the Law Department, or the Corporate Compliance off_ice by writing to: Spirit AeroSystems, Inc. Corporate Compliance Off_ice PO Box 780008 MC 11 70 Wichita, KS 67278-0008 USA 2 You may also report concerns or ask questions through our ethics and compliance hotline. 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 number at 1-888-577-9490 (in the United States) and 08-000328483 (outside the United States). EthicsPoint is staffed 24 hours a day, 7 days a week. When allowed by local law, you have the option to f_ile 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 identif_ication 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 conf_identiality to the extent possible, consistent with resolution of the issue. Q During the normal course of his work, Marco accidentally damages a fuselage. He knows that he should report the situation, but he’s worried that repairing his mistake might cost our Company a lot of money. He knows that something needs to be done, but he’s afraid of losing his job. What should he do? Click to f_ind out! A The Code requires that Marco report the damage to a manager right away. 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 never have to worry about retaliation for a report made in good faith. “Good faith” doesn’t mean that your suspicions have to be proven correct—it just means that you believe the information you provide is true, and you have given all of the information you have. Spirit won’t tolerate retaliation against any of us for raising a good faith concern, asking a question or participating in an investigation. For more information, please see our Discrimination and Harassment and Ethical Business Conduct policies. Personal Accountability Spirit is committed to doing what’s 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 co-workers, our Company and ourselves at risk. Violating the Code subjects us to disciplinary action, up to and including termination of employment. Individuals involved may also be subject to potential criminal or civil liability. If you are a manager, you’re expected to do more than simply follow the Code—you also need to set an example through your words and actions. You may also receive reports from employees about potential violations of the Code. You should make sure that those reports are submitted to the appropriate department listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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 of employment. Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
3 Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
4 Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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. 5 Q Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? 6 Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. 7 Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 8 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials and others, including the U.S. Foreign Corrupt Practices Act (FCPA). 9 We may not offer or pay bribes, kickbacks or other similar payments to any person, organization or foreign government off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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. 10 An “export” is def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has questions regarding export laws and regulations. 11 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 12 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 13 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. 14 Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. 15 Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. 16 Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and 17 Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance 18 If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? 19 Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 20 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic authorization. 21 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. 22 Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. 23 Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 
Choose the best course of action for Azrina! A1 She should do as she’s asked and omit any resumés from female applicants. Her manager is trying to create a diverse team and that will benef_it everyone in the end. Clicking reveals: Incorrect. We value diversity, but part of creating a diverse workforce means giving everyone the same opportunities. We don’t make hiring decisions based on legally protected characteristics, including gender. Azrina should contact Human Resources or any other resource listed in “Reporting Concerns and Seeking Guidance.” A2 She should contact Human Resources or another resource she’s comfortable with—it’s never okay to discriminate, even in an effort to create diversity. Clicking reveals: Correct! Azrina needs to report this situation. Her manager is violating our Code by attempting to make a hiring decision based on a legally protected characteristic. Speaking up will let Spirit resolve the issue before it escalates. A3 She should do as her manager asks, but request a transfer to another department so that she doesn’t have to be involved any further. Clicking reveals: Incorrect. Azrina shouldn’t avoid this problem—she should report it. She should contact Human Resources or any resource listed in “Reporting Concerns and Seeking Guidance” to f_ind the best way to solve the issue. Q One of Bahati’s co-workers often insults her ethnicity under his breath and tells other employees that she’s not qualif_ied to do her work. He recently refused to provide her with work-related information she requested, claiming that it was too “high-tech” for her to understand. How should Bahati handle this situation? Click to f_ind out! A Harassment can come in many forms, including derogatory remarks. If Bahati’s co-worker is intentionally and repeatedly offending her, and if she is unable to resolve the matter by directly speaking to her co-worker, then she 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 Lauren works in our Accounting Department and is currently dating a woman who lives in her neighborhood. When she f_irst told one of her co-workers about her girlfriend, he seemed uncomfortable, but she hoped it would pass. Now, that same co-worker has begun teasing her and making rude remarks about her personal life. She doesn’t want to strain her relationship with her co-worker, but she’s becoming more uncomfortable by the day. What should Lauren do? Click to f_ind out! A Lauren should report her co-worker’s behavior to her manager or any other resource listed in “Reporting Concerns and Seeking Guidance.” His behavior is inappropriate and will not be tolerated at Spirit. Lauren doesn’t have to worry about experiencing retaliation for making a report in good faith. Ensuring a Safe, Secure and Healthy Workplace At Spirit, employee safety is a top priority. To ensure a safe and healthy workplace, it’s important for us to 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 Safety Management Program policy. Check this out! Click on the checkboxes next to the following situations that you think should be reported: Q1 A chemical spill in one of our locations that’s already been cleaned up by the crew working there. A1 Correct! Chemicals are serious business. Even if the spill has already been safely cleaned up, a report still needs to be f_iled. Q2 An on-the-job injury. A2 Correct! Any injuries that take place on Company premises or while doing Company business need to be reported—no matter how small. Q3 A malfunctioning piece of equipment that’s been repaired successfully. A3 Incorrect. If a piece of equipment has broken down and been repaired, there’s no need to make a report. Q4 A cracked stair at one of our local off_ices. A4 Correct! Anything that seems unsafe needs to be reported—it doesn’t matter if it’s in one of our manufacturing plants or in one of our local off_ices. A broken stair could cause someone to trip and create an on-the-job injury. We can’t let anything go unaddressed when it comes to our safety and the safety of those around us. Focus on… Our Fellow Employees Respecting Each Other Spirit is committed to creating a world class company. We aim to have one all-inclusive team where employees’ diverse perspectives are valued and used to benef_it the Company as a whole. People who come from different backgrounds have different ways of seeing the world—and combining those perspectives helps us f_ind new ways to innovate and solve problems. Part of supporting diversity is ensuring that we each receive the same opportunities for success within our Company without regard to race, color, religion, national origin, gender, gender identity, marital status, pregnancy, age, physical or mental disability, veteran status, sexual orientation, genetic information or any other legally protected characteristic. At Spirit, our hiring, training, promoting, compensation, discipline or termination decisions are based on job qualif_ications, performance, and other appropriate factors. We must also work to prevent all types of 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 ∙ Assault, unwanted touching, bullying or intimidation We believe in dignity and respect for all—if you feel that you or someone else is being harassed or discriminated against, contact your manager, 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 Discrimination and Harassment, Equal Employment Opportunity, and Global Diversity policies. Q A spot has recently opened up in Azrina’s department and her manager has tasked her with sorting through a few resumés. He tells Azrina that he only wants to see resumés from male applicants because there are already too many women on the team. What should she do? Q Carl has just been promoted to a new position in the manufacturing facility where he works. His manager has asked him to start immediately, even though he hasn’t received training on the specialized machinery he’ll be using. He understands the basics, and he’s sure he’ll pick it up quickly. Can Carl start using this equipment before he receives training? Click to f_ind out! A No. Proper training is critical to our commitment to prevent accidents and work-related injuries. Carl shouldn’t perform work with any equipment that he hasn’t been trained to use. Instead, he should inform his manager that he hasn’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, a manager or Human Resources immediately. If you ever fear immediate danger for yourself or someone else in our workplace, contact Security or the local authorities at once. For further information, please see our Threat and Violence Management policy. Drug- and Alcohol-Free Workplace To do our jobs safely and eff_iciently, we need to report to work free from the inf_luence of any substance that could impair our work performance, or that could create an unsafe working environment. The use, possession, purchase or sale of illegal drugs is not permitted on Company premises, on Company time or using Company equipment. Consuming alcohol or being under its inf_luence during Company time, on Company premises or while operating 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 need to use good judgment and avoid drinking to excess. Remember, Spirit always reserves the right to conduct drug and alcohol testing in accordance with applicable Company policy, laws and regulations. For more information, please see our Drug and Alcohol Free Workplace policy. Q One of Emmanuel’s co-workers 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 he doesn’t want to get her in trouble. What should he do? Click to f_ind out! A Emmanuel should raise his concerns with management or Human Resources. If his co-worker is working under the inf_luence of drugs or alcohol, she is endangering everyone around her and our customers. Our Company will not allow this kind of conduct. Personal Employee Information Our co-workers, 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 conf_identiality 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. Always be sure to follow all security procedures relating to safeguarding personnel records and be sure to check local data privacy laws to ensure you are acting appropriately. For more information, please review our Ethical Business Conduct policy. Focus on… Our Customers and Business Partners Ensuring the Quality of Our Products and Services We are customer-focused in all that we do. After all, performance is our ultimate measure of success. The quality of our products and services determines the safety of aircraft passengers worldwide. To achieve the highest standards of safety for our customers, we must focus on quality all the time. Quality is the cornerstone of our brand. To achieve high performance and maintain our reputation for delivering the highest quality goods, we must comply with quality control standards and follow contract specif_ications at all times. Make sure to familiarize yourself with the standards and specif_ications that apply to the projects you work on. We further guarantee quality products and services to our customers through proper supply chain due diligence, monitoring and enforcement. We f_irmly hold our suppliers accountable for assuring the quality of the goods and services they provide us. If you have any concerns relating to quality issues, contact your manager or anyone listed in “Reporting Concerns and Seeking Guidance.” Doing Business Fairly Fair Dealing Our goal is to maintain relationships of mutual trust and respect with those we do business with. To do so, we must ensure that our business dealings are free from unfair business practices. This means, in part, that we never engage in: ∙ False or misleading advertising, or any other form of misrepresentation made in connection with sales ∙ Untrue or misleading claims or comparison claims ∙ Unfair, false or misleading comments about competitors’ products and services If you have any questions about the fairness of a business practice, please consult Spirit’s Ethical Business Conduct policy, or contact your manager or anyone listed in the “Reporting Concerns and Seeking Guidance” section of the Code. 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. It’s important for us to compete fairly and in accordance with the highest ethical standards. The following situations can lead to potential violations of competition laws: ∙ Dealing with competitors. We may not engage in price f_ixing, 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. The safest rule for everyday business situations is to never discuss prices, costs, our customers or our proprietary information with a competitor. ∙ Participating in industry associations. We must exercise caution when attending industry association meetings by avoiding discussions about future pricing, competitive initiatives and other information that might appear to restrain trade. Be particularly cautious of any proposed association activity that could affect competition, such as the development of product standards or an industry code or practice. ∙ Dealing with customers. We may never engage in “tying,” which means providing one product to a customer only if they buy a second as well. This can also violate competition laws. ∙ Collecting competitive information. We must collect information about our competitors’ activities in accordance with the law. While it is appropriate to review public information about our competitors, we cannot attempt to illegally acquire a competitor’s proprietary or conf_idential information, including information about facilities, manufacturing capacity, technical developments, bids or customers. Violating competition laws can result in severe penalties for our Company, as well as f_ines and imprisonment for the individuals involved. For this reason, we must avoid even the appearance of taking actions or making agreements that restrict competition. If you have any questions about whether an action violates competition laws, contact the Corporate Compliance off_ice or the Law Department immediately. Conducting International Business The FCPA and Other Anti-Bribery Laws Our Company has built its reputation on the quality of our goods, services and people—not through improper, unethical, questionable or corrupt business practices. We abide by all international and local laws and regulations that forbid bribery of foreign off_icials 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 off_icial to secure improper advantages for our business. Keep in mind that, because Spirit is a U.S. company, a “foreign” government off_icial for purposes of anti-corruption compliance may be a local government off_icial to you. The term also includes off_icials or candidates of political parties and employees of state-owned companies or companies in which the local government holds a signif_icant stake. If you have any questions about whether the person you are dealing with would be considered a foreign government off_icial, ask the Corporate Compliance off_ice immediately. Keep in mind that “bribes” can mean anything of value given to someone with the intent of obtaining favorable treatment. 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. Facilitating payments are payments made to help ensure that public off_icials perform non-discretionary tasks that are part of their normal job function, such as processing visas and issuing export or import licenses. Our Company generally prohibits making such payments, unless a limited exception is met. 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 and records. 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 Law Department or the Corporate Compliance off_ice. Because anti-corruption rules can be complex, contact the Corporate Compliance off_ice before offering even the smallest courtesies to any government employees. For more information, see Spirit’s Anti-Corruption and Bribery policy. Q Spirit is expanding into a new country and Nora has been put in charge of submitting all of the necessary paperwork to get things started. After submitting the paperwork, Nora f_inds out that the process could take eight months, which is four times longer than anticipated. A local government off_icial tells Nora that he can get everything approved within two months for a large fee. Can Nora pay the fee for faster service? Click to f_ind out! A Nora should seek guidance before proceeding. It’s possible that this may be seen as a bribe to a government off_icial, and bribing government off_icials isn’t just a violation of our Code—it’s also illegal. 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 def_ined as the transfer of goods, services, software, technical data or technology to a foreign person, entity or destination, regardless of whether that person is 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 f_iling 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 f_ines, 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 Export Compliance policy. If you have questions, seek guidance from the company’s Trade Compliance organization before engaging in the activity. Q While discussing a contract with a customer, Zacharie learns that the products we are exporting to the customer will eventually be shipped to a prohibited country. Is it okay for him to agree to the deal? Click to f_ind out! A No. Zacharie 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 he knows about this transfer and doesn’t attempt to prevent it, he may be held liable. He should contact the Trade Compliance organization if he has 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 Corporate Compliance off_ice. Ignoring a request is not enough. In fact, ignoring a request is often viewed as an agreement to that request. Protecting Third-Party Intellectual Property and Information Our customers entrust us with their conf_idential and proprietary information and intellectual property (IP). We have a duty to safeguard this information and protect it just as carefully as we protect our own. In this context, 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. Be sure to familiarize yourself with our Program Intellectual Property Risk Management policy. We must also protect our third-party business partners’ 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 manager from another Spirit team has contacted Catalina for information about one of our customers. Catalina happens to know that his team deals mainly with this customer’s largest competitor. She’s not sure she should reveal the requested information to him, even though he works for Spirit. What should she do? Click to f_ind out! A Catalina should check the IP protection plans for both customers’ contracts. Keeping customer proprietary information properly separated and protected is critical, and should be one of her main concerns at all times. If she still has questions after consulting the plan, she should contact her manager or the Corporate Compliance off_ice. 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 fulf_ill 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 a 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 f_ines, civil and criminal charges and penalties, and loss of existing and future government business. Contract Bid and Negotiation Laws and Regulations The Federal Acquisition Regulations (FAR), Truth in Negotiations Act (TINA), and various other laws establish a number of procedures for bidding, negotiating and contracting with U.S. government agencies. These laws have strict requirements that we need to follow. 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 f_igures as the basis for pricing on bids for government contracts ∙ Fully disclose all cost and pricing data during the contract proposal and negotiation phase We must be careful when interacting with government employees regarding issues outside of proposed government contracts. For example, we may not engage any company owned by a government employee to be a Spirit supplier, subcontractor or business partner. 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 inf_luence with government employees or who you believe may exert improper inf_luence to win a government contract. Q A project under a government contract that Juliet is 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 f_inal product. Is it okay if Juliet conducts only those tests that she thinks are absolutely necessary? This will save Spirit time and money. Click to f_ind out! A No. Juliet 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 f_ines and can prevent future contracts, so stopping tests won’t save us time or money in the long run. Q Bruce has just found out that one of our suppliers has reduced its prices. The prices quoted in a pending government contract are no longer accurate. What should he do? Choose the best course of action for Bruce to take! A1 He should notify the government customer and disclose all of the cost and pricing data. Clicking reveals: Incorrect. Bruce is right that the government customer needs to be notif_ied, but he should speak with the Law Department before contacting the government customer or making any changes to the contract. A2 He should contact the Law Department before notifying the customer. Clicking reveals: Correct! The government customer will need to be notif_ied, but we should always contact the Law Department before disclosing information like this. A3 He shouldn’t mention it the government customer. We’re not required to disclose any changes in pricing data while negotiating a contract. Clicking reveals: Incorrect. 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. But Bruce 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, favors or anything of value, 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. Government Contract Fulf_illment Laws and Regulations When we’re 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: ∙ Ensure that our facility’s reports, certif_ications and statements to the government are current, accurate and complete ∙ Follow all contract terms and obtain authorization before deviating from contract specif_ications ∙ Submit accurate cost and pricing data ∙ Never dispose of records or evidence relating to a government contract before the required retention period has ended ∙ Never use government property, equipment or supplies for purposes other than those stated in the contract If you are part of a team working on a government contract, be sure you understand the rules and regulations that apply to you. Classif_ied Government Information If our work involves the U.S. government, we may be trusted with classif_ied information. We must protect this information at all times, and may only disclose it to individuals who have a business need to know it and who have the appropriate government clearance. If your work requires you to maintain a security clearance and you are privy to classif_ied information, be sure to familiarize yourself with and diligently follow our security measures. 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 the locations where our Company conducts business, including those that regulate working hours, workers’ rights, and wages and benef_its. If you know or suspect that a violation of human rights or labor laws is taking place, report this immediately to the Corporate Compliance off_ice. Human Traff_icking At Spirit, we f_irmly believe in respecting others—and a big part of that is our dedication to supporting individual human rights. Our Company has zero tolerance for the use of child labor, forced labor or human traff_icking practices. We will not knowingly do business with any subcontractors, business partners, suppliers and other third parties who violate this policy. Any concerns relating to child labor, forced labor or human traff_icking practices must be reported immediately to your manager or the Corporate Compliance off_ice. If you have any questions regarding our Company’s commitment to upholding human rights, please consult our Human Traff_icking policy. Conf_lict Minerals Many of Spirit’s superior products may contain the essential minerals tin, tungsten, tantalum and gold. While these minerals can be acquired in various parts of the world, many of them can be traced back to locations where human rights abuses are committed. In these countries, armed forces are often involved in the transportation of these minerals and the funding of the mineral extraction process. This is where the term “conf_lict minerals” comes from. We believe in enriching our global communities—not destroying them. That’s why Spirit takes efforts to ensure that the minerals we use in our products are not mined or transported from areas where war and conf_lict reign. We will not tolerate, prof_it from or otherwise knowingly contribute to inhumane or degrading treatment related to or in connection with the procurement of these minerals. Furthermore, Spirit will not engage in any direct or indirect support of armed groups when procuring these minerals. We owe it to our Company and our global communities to avoid the use of conf_lict minerals, so if you have any concerns about our sourcing practices or those of our business partners, you should speak up right away. For more information on conf_lict minerals, please see our Conf_lict Minerals policy. Focus on… Our Shareholders Keeping Accurate Records Our customers, shareholders and other key stakeholders trust us to be transparent. The integrity of our f_inancial records is crucial to maintaining that trust. We always need to make sure that our Company’s records and f_inancial statements provide an honest picture of Spirit’s transactions and f_inancial condition. In order to ensure accurate and honest f_inancial 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 all make records of some kind, whether it’s timekeeping records, expense reports, business records or other f_inancial statements—and we have a responsibility to make sure that our records are accurate. Financial and accounting off_icers and personnel have a special duty to ensure the full, fair, accurate, timely and understandable disclosure of Spirit’s f_inancial results and condition. If you are unsure how to properly record a transaction, contact your manager or the Corporate Compliance off_ice. We must provide all information or records requested by management or external or internal investigators. This means we may not hide, alter or destroy any information 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 notify our Law Department. Q One of Samad’s co-workers often comes to work late or leaves early, but records a full day. The other day, he asked her about it. She shrugged and told him to worry about his own timecard. Samad doesn’t want to get her in trouble, but feels like this might be a Code violation. What should he do? Click to f_ind out! A Samad should report this conduct so that it can be investigated. Employees are responsible for accurately and diligently recording their time consistent with company policies and procedures. Our Company uses timekeeping and other data to generate valuable f_inancial 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 could also mean that the records Spirit f_iles publicly are inaccurate. 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 our Records and Information Management policy. 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. Try this! Read the text conversation below and choose the best response for Jason to give his manager, Debra. Debra: Hey! Are you at the off_ice? I need help. Jason: Yeah, I’m here. What do you need? Debra: I just realized there is a mistake in one of the documents they put on legal hold. We need to change it. Can you make the change for me? A1 No way! We can’t change those on our own. It’s okay if the info isn’t correct. Clicking reveals: Incorrect. Jason is right that Debra shouldn’t change records under a legal hold, but that doesn’t mean that the error should be ignored. A2 I don’t think those can be altered without approval. I’m not sure what to do. Let’s check the legal hold notice and see who to contact before we do anything. Clicking reveals: Correct! Jason and Debra don’t need to handle this on their own. It’s true that records under a legal hold should never be changed without permission, but the situation still needs to be reported and handled appropriately. A3 Sure, what do you need me to change? We want to make sure everything’s correct! Clicking reveals: Incorrect. It’s important for our records to be correct, but documents under a legal hold shouldn’t be altered without permission. Jason and Debra should report the mistake to the Law Department to determine next steps. Avoiding Conf_licts of Interest A conf_lict 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 conf_lict of interest might arise. If you are, or believe you might be, involved in a conf_lict of interest, disclose it promptly by contacting the Corporate Compliance off_ice or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance If you have any questions involving a potential conf_lict of interest, please review our Ethical Business Conduct policy or consult a manager or the Corporate Compliance off_ice. The following sections describe situations where conf_licts of interest commonly arise. Remember, the important thing is to avoid even the appearance of bias. Gifts and Entertainment Providing appropriate business gifts and entertainment can help strengthen our 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 inf_luence 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 ref_lect negatively on our Company if disclosed to the public ∙ Not cash or cash equivalents (including gift certif_icates 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 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 inf_luence business decisions or to gain an unfair business advantage. For more information, please review our Ethical Business Conduct policy. It is important to note that there are additional guidelines that govern the exchange of gifts and entertainment with government employees. Please see “The FCPA and Other Anti-Bribery Laws” and “Serving Our Government Customers” sections of the Code for more information. Q Devon is in charge of f_inding a space to host a small sales conference. He’s been looking at various hotels and when he mentions to one of the hotel managers that he’s from Spirit, she seems very impressed. Wanting to win his business, she offers Devon and his wife a weekend stay at the hotel with vouchers to use at their exclusive day spa. Devon politely turns the manager down. A nice hotel stay would be relaxing, but he thinks that the gift may be seen as a bribe. Was it really necessary for him to turn down the gift? Click to f_ind out! A Yes, refusing the gift was absolutely necessary. The hotel manager was trying to gain Spirit’s business by bribing Devon with expensive gifts. By turning her down, he acted in the best interest of the Company and saved us from possible legal trouble. Q Tristan would 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? Click to f_ind out! A Yes. As long as his customer is not in any way employed by the government, this gift is appropriate because it’s unsolicited and nominal in value. Since Tristan is thanking the customer for past business and fostering a good working relationship, the basket will not impair, or appear to impair, his customer’s ability to make fair, impartial decisions. If, on the other hand, he were to receive a gift basket valued at U.S. $100, he should share its contents with his work group rather than keep it for himself. Business Relationships with Relatives and Friends Working or doing business with relatives (including anyone related to you by blood or marriage, and anyone who lives with you or is f_inancially dependent upon you) and close friends can result in a conf_lict of interest, or the appearance of a conf_lict. For this reason, you should never be involved with or attempt to inf_luence the bidding, negotiating or contracting process between our Company and a relative or close friend, or even yourself if you happen to own an outside business. If you f_ind yourself in such a situation, remove yourself from the selection process and disclose the situation immediately to your manager, Human Resources, or the Corporate Compliance off_ice. Employee Relationships To ensure that everyone is treated fairly at Spirit, and to avoid the appearance of favoritism or improper inf_luence, 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 Corporate Compliance off_ice. Q Alicia needs to hire a new direct report in the Marketing Department. Her brother has marketing experience and hiring him would save Alicia the trouble of posting the job, sorting through resumés and conducting interviews. She knows that he’d do a fantastic job—is it okay for her to hire him? Click to f_ind out! A Spirit values referrals—it’s a great way to f_ind exceptional talent—but Alicia should never be in a position to supervise a family member. Even if she knows that her relationship won’t affect her business decisions, it could still give the appearance of favoritism. Her brother is welcome to apply to work in a different department, but Alicia will need to remove herself from the hiring process entirely. 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, disclose it promptly by contacting the off_ice of Corporate Compliance or by f_illing out the Conf_lict of Interest Review form. The form is available on the Corporate Compliance homepage at inside.spiritaero.com/law/corporatecompliance. Of course, you should never use Spirit facilities, equipment or other property for another employer. In addition, working for a Spirit competitor, supplier or business partner presents a potential conf_lict of interest. If you are in such a position, disclose the situation promptly to your manager, Human Resources, or the Corporate Compliance off_ice. Investments in Suppliers, Business Partners and Competitors Having a f_inancial interest in any Spirit supplier, customer or competitor can create a conf_lict of interest if you are overseeing any contracts, processes, products or business decisions affecting that company. For purposes of the Code, a f_inancial interest is def_ined as f_ive 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 f_irst 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. For more information, please review our Ethical Business Conduct policy. Safeguarding Company Assets and Information Our Company’s assets—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, misused or destroyed. Physical Assets It’s 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 and supplies. We must treat all goods entrusted to us with the greatest possible care. Spirit Information and Intellectual Property None of us may ever disclose conf_idential or proprietary information about our Company to anyone inside or outside our Company, except when specif_ically 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 specif_ic 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 always need to 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 related to any illegal activities; post religious or political messages; communicate inappropriate, sexually explicit or offensive statements that would be a violation of Spirit’s Discrimination and Harassment policy; 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. Never use these resources to send anything inappropriate—if you wouldn’t say it in person, don’t say it over email or IM. You should not expect privacy when using corporate email or the Internet, or when accessing personal accounts using Company assets. Our Company reserves the right to monitor email and Internet access to ensure they are used responsibly and professionally. Spirit also reserves the right to block offensive, illegal and non-business related sites, and to intercept the entire content of any messages or f_iles transmitted or stored in its system. This includes information that has been deleted by users—just because a message has been deleted, it doesn’t mean that it’s not recoverable. Monitoring activities, when undertaken, will comply with all local laws and regulations. For more information, see our Information Infrastructure Acceptable Use and related Information Technology policies. Q Priya’s co-worker Levi sometimes sends emails containing jokes to the entire team. The jokes are usually harmless, but recently the jokes have become inappropriate. Many of them make fun of minorities and it’s making Priya very uncomfortable. She knows that Levi isn’t trying to be malicious—he just thinks the jokes are funny—and she doesn’t want to get him in trouble. What should she do? Click to f_ind out! A Priya should report Levi’s behavior. Levi may think his jokes are harmless, but they’re still inappropriate. On top of that, Priya may not be the only person on the team who feels uncomfortable—by making a report, she’ll end up benef_itting her co-workers as well. Spirit’s Name and Reputation In order to protect our Company’s reputation, it’s important for us to speak to the press, analysts, investors and other outside parties in one cohesive voice. That’s why only authorized individuals may speak on behalf of Spirit. Requests from the media should be promptly forwarded to Corporate Communications, and requests from analysts should be forwarded to Investor Relations. All inquiries related to a pending or threatened legal matter should be coordinated with the Law Department. Social Media Social media is a powerful tool—we use multiple social media platforms to help promote our business and engage with our customers. We designate experienced Company representatives to help develop and manage our social media activity. They make sure we provide truthful, accurate information in a way that’s consistent with our values. Employees should not speak on behalf of the company through social media channels. The Company’s social media presence is managed by the Corporate Communications off_ice. As for the rest of us, we’re free to use social media as we please. However, there are a couple of pitfalls we need to avoid. First, we should always be careful not to give the impression that the views and opinions we express online are also those of Spirit, or that we speak on the Company’s behalf. Also, keep in mind that our responsibility to protect Spirit’s conf_idential information applies to our online activities, too. See Spirit’s Employee Use of Social Media policy for more information. Try this! Click to “like” the social media post that you think is appropriate to share. Kevin Meyer: I had to meet with one of Spirit’s suppliers today—he’s so annoying. I think I need a drink…or f_ive!! Clicking reveals: Incorrect. It’s never okay to disparage any of our suppliers or business partners. Even if Kevin isn’t mentioning the supplier by name, his post is still inappropriate. Adelaide Duval: I heard that my company might be expanding into a country in Asia. I wonder if they’d let me move? You know I love adventure. Clicking reveals: Incorrect. If Spirit hasn’t conf_irmed that we’re expanding overseas, it’s never appropriate for us to share this information. Doing so may affect the price of our stock, which means that Adelaide may very well be violating insider trading laws. Leng W: Work is crazy lately. I’m overdue for a vacation! Where should I go? Clicking reveals: Correct! It’s perfectly okay for us to let off steam every now and then. As long as Leng isn’t insulting anyone or revealing any conf_idential information, it’s f_ine for him to post this. But keep in mind that if Leng is having trouble, he should speak with his manager for help. 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. You should review and follow the guidance provided in the Company’s Insider Trading policy before executing any trade of Spirit stock. For example, inside information could include: ∙ Conf_idential information about a pending merger, acquisition or other transaction ∙ A substantial contract award or termination ∙ A major lawsuit ∙ A signif_icant technology breakthrough or failure ∙ The gain or loss of a signif_icant customer or supplier ∙ The f_iling of a bankruptcy petition 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 for violations are severe. If you have any questions or concerns, always consult our Insider Trading policy or contact the Law Department before acting. Focus on… Our Communities Caring for Our Environment Our Company is committed to helping the environment. Not only do we comply with applicable environmental statutes and regulations in all countries where we operate, we also continuously improve our environmental performance in all of our operations. We believe we have a duty to minimize the impact our operations have on the environment. We promote sustainability in our business activities, and are actively engaged in reclamation projects. For additional information, please see our Environmental Management Program policy. Q Darnel is working with a contractor on one of Spirit’s reclamation projects. Some of the contractor’s workers have hinted that the contractor’s project strategies aren’t consistent with environmental requirements. Darnel doesn’t think it matters—after all, Spirit isn’t doing the work and the contractor is probably saving the Company money by cutting corners. Is he right? Click to f_ind out! A No, Darnel isn’t right. 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. Darnel needs to report the situation to anyone listed in “Reporting Concerns and Seeking Guidance” immediately. Participating in Political and Charitable Activities 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. For further information, please see our Political Activities and Lobbying policy. Q Recently, a state representative came to speak at our facility. Vivian thought our Company couldn’t endorse any political candidates. She personally dislikes this politician and she’s upset that he was even on Company premises. What can she do about this? Click to f_ind out! 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 Vivian has questions or concerns about corporate or personal political activities, she should speak with her manager or anyone listed in “Reporting Concerns and Seeking Guidance.” 24 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 Corporate Compliance off_ice. Waivers for directors and executive off_icers 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.


 


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, Larry A. Lawson, 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/ Larry A. Lawson
 
Larry A. Lawson
 
President and Chief Executive Officer
 
Date: October 30, 2015





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, Sanjay Kapoor, 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/ Sanjay Kapoor
 
Sanjay Kapoor
 
Senior Vice President and Chief Financial Officer
 
Date: October 30, 2015





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 October 1, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Larry A. Lawson, 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/ Larry A. Lawson
 
Larry A. Lawson
 
President and Chief Executive Officer
 
Date: October 30, 2015





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 October 1, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sanjay Kapoor, 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/ Sanjay Kapoor
 
Sanjay Kapoor
 
Senior Vice President and Chief Financial Officer
 
Date: October 30, 2015