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Delaware		3728		20-2436320
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code No.)		(I.R.S. Employer Identification No.)

Joel I. Greenberg, Esq. Mark S. Kingsley, Esq. Kaye Scholer LLP 425 Park Avenue New York, New York 10022 (212) 836-8000		Gloria Farha Flentje, Esq. General Counsel Spirit AeroSystems, Inc. 3801 South Oliver Wichita, Kansas 67210 (316) 526-9000		William J. Whelan, III, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000

Title of Each Class of			Proposed Maximum			Amount of
Securities to be Registered			Aggregate Offering Price			Registration Fee
Class A Common Stock, par value $0.01 per share			$500,000,000(1)			$53,500

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Proceeds

Underwriting

to Spirit

Proceeds to

Price to

Discounts and

AeroSystems

Selling

Public

Commissions

Holdings, Inc.

Stockholders

Per Share

$

$

$

$

Total

$

$

$

$

Credit Suisse	Goldman, Sachs & Co.	Morgan Stanley

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		Page
About This Prospectus			ii
Cautionary Statements Regarding Forward-Looking Statements			iii
Industry and Market Data			iv
Summary			1
Risk Factors			12
The Transactions			28
Use of Proceeds			31
Dividend Policy			32
Capitalization			33
Dilution			34
Unaudited Pro Forma Consolidated Financial Data			35
Selected Consolidated Financial Information and Other Data			45
Management’s Discussion and Analysis of Financial Condition and Results of Operations			47
Business			75
Management			98
Certain Relationships and Related Party Transactions			112
Principal and Selling Stockholders			116
Description of Capital Stock			119
Material U.S. Federal Income Tax Considerations			125
Shares Eligible for Future Sale			129
Underwriting			131
Notice to Canadian Residents			135
Legal Matters			137
Experts			137
Where You Can Find More Information			137
Index To Consolidated Financial Statements			F-1
EX-2.1: ASSET PURCHASE AGREEMENT
EX-2.2: AMENDMENT TO ASSET PURCHASE AGREEMENT
EX-4.3: STOCKHOLDER AGREEMENT
EX-4.4: REGISTRATION AGREEMENT
EX-10.1: EMPLOYMENT AGREEMENT
EX-10.2: EMPLOYMENT AGREEMENT
EX-10.3: EMPLOYMENT AGREEMENT
EX-10.4: EMPLOYMENT AGREEMENT
EX-10.5: EMPLOYMENT AGREEMENT
EX-10.6: EMPLOYMENT AGREEMENT
EX-10.7: EXECUTIVE INCENTIVE PLAN
ex-10.8: SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EX-10.9: SHORT-TERM INCENTIVE PLAN
EX-10.10: LONG-TERM INCENTIVE PLAN
EX-10.11: CASH INCENTIVE PLAN
EX-10.13: DIRECTOR STOCK PLAN
EX-10.15: INTERCOMPANY AGREEMENT
EX-10.16: CONSULTING AGREEMENT
EX-10.17: AMENDED AND RESTATED CREDIT AGREEMENT
EX-10.18: AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
EX-10.19: AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
EX-10.20: SECURITY AGREEMENT
EX-10.21: CREDIT AGREEMENT
EX-10.22: SECURITY AGREEMENT
EX-10.23: SPECIAL BUSINESS PROVISIONS
EX-10.24: GENERAL TERMS AGREEMENT
EX-10.25: HARDWARE MATERIAL SERVICES GENERAL TERMS AGREEMENT
EX-10.26: ANCILLARY KNOW-HOW SUPPLEMENTAL LICENSE AGREEMENT
EX-10.27: SUBLEASE AGREEMENT
EX-21.1: SUBSIDIARIES
EX-23.1: CONSENT OF PRICEWATERHOUSECOOOPERS LLP
EX-23.2: CONSENT OF DELOITTE & TOUCHE LLP

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	•	our ability to continue to grow our business and execute our growth strategy;
	•	the build rates of certain Boeing aircraft including, but not limited to, the B737 program, the B747 program, the B767 program and the B777 program and build rates of the Airbus A320 and A380 programs;
	•	our ability to enter into supply arrangements with additional customers and to satisfy performance requirements under existing supply contracts with Boeing and Airbus;
	•	any adverse impact on Boeing’s production of aircraft resulting from reduced orders by Boeing’s customers;
	•	the success and timely progression of Boeing’s new B787 aircraft program, including receipt of necessary regulatory approvals;
	•	future levels of business in the aerospace and commercial transport industries;
	•	competition from original equipment manufacturers and other aerostructures suppliers;
	•	the effect of governmental laws, such as U.S. export control laws, environmental laws and agency regulation, in the U.S. and abroad;
	•	the effect of new commercial and business aircraft development programs, their timing and resource requirements that may be placed on us;
	•	the cost and availability of raw materials;
	•	our ability to recruit and retain highly skilled employees and our relationships with the unions representing many of our employees;
	•	spending by the United States and other governments on defense;
	•	our continuing ability to operate successfully as a stand alone company;
	•	the outcome or impact of ongoing or future litigation and regulatory actions; and
	•	our exposure to potential product liability claims.

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	•	changes in regulatory requirements;
	•	domestic and foreign government policies, including requirements to expend a portion of program funds locally and governmental industrial cooperation requirements;
	•	fluctuations in foreign currency exchange rates;
	•	the complexity and necessity of using foreign representatives and consultants;
	•	uncertainties and restrictions concerning the availability of funding credit or guarantees;
	•	imposition of tariffs or embargoes, export controls and other trade restrictions;
	•	the difficulty of management and operation of an enterprise spread over various countries;
	•	compliance with a variety of foreign laws, as well as U.S. laws affecting the activities of U.S. companies abroad; and
	•	economic and geopolitical developments and conditions, including international hostilities, acts of terrorism and governmental reactions, inflation, trade relationships and military and political alliances.

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	•	We did not maintain effective internal control over the quarterly closing and consolidation process, including the account reconciliation and review process and accuracy of certain accounts receivable transactions. Specifically, controls over the reconciliation of the accounts receivable subsidiary ledger to its associated general ledger balances, application of certain cash payments from customers and the investigation and resolution of customer payment discrepancies were ineffective to appropriately record certain accounts receivable transactions. This control deficiency resulted in adjustments to the accounts receivable, revenue and cash accounts. If not remediated, this deficiency could result in a material misstatement of accounts receivable or related accounts.
	•	We did not maintain effective controls over our income tax provision and the related balance sheet accounts. Specifically, controls over the accuracy of the income tax provision and related deferred tax accounts as well as our related financial statement disclosures in accordance with Statement of Financial Accounting Standards, or SFAS, No. 109, Accounting for Income Taxes, were ineffective to appropriately apply SFAS No. 109 in evaluating our required valuation allowance and establishing the tax basis of the acquired assets and assumed liabilities of the Boeing Acquisition. This control deficiency resulted in adjustments to the deferred tax, valuation allowance and income tax provision accounts as well as our related SFAS No. 109 financial statement disclosures.
	•	We did not maintain effective controls over the accuracy and completeness of our interim financial statements of our Tulsa, Oklahoma facility. Specifically, there were ineffective controls over the reconciliation of certain general ledger accounts and the aggregation and reporting of those accounts into our financial statements which could have resulted in a material misstatement in our financial statements.

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	•	demands on management related to the increase in size after the transaction;
	•	the diversion of management’s attention from the management of daily operations to the integration of operations;
	•	difficulties in the assimilation and retention of employees;
	•	difficulties in the assimilation of different cultures and practices, as well as in the assimilation of geographically dispersed operations and personnel, who may speak different languages;
	•	difficulties combining operations that use different currencies or operate under different legal structures;

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	•	difficulties in the integration of departments, systems (including accounting systems), technologies, books and records and procedures, as well as in maintaining uniform standards, controls (including internal accounting controls), procedures and policies; and
	•	constraints (contractual or otherwise) limiting our ability to consolidate, rationalize and/or leverage supplier arrangements to achieve integration.

	•	our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or other general corporate purposes may be impaired;
	•	we must use a significant portion of our cash flow for payments on our debt, which will reduce the funds available to us for other purposes;
	•	we are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry is more limited;
	•	our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of debt; and
	•	our ability to borrow additional funds or to refinance debt may be limited.

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	•	incur additional debt or issue our preferred stock;
	•	pay dividends or make distributions to our stockholders;
	•	repurchase or redeem our capital;
	•	make investments;
	•	incur liens;
	•	enter into transactions with our stockholders and affiliates;
	•	sell certain assets;
	•	acquire the assets of, or merge or consolidate with, other companies; and
	•	incur restrictions on the ability of our subsidiaries to make distributions or transfer assets to us.

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	•	multi-vote shares of common stock, which are owned by the Onex entities and management stockholders;
	•	advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; and
	•	the authority of the board of directors to issue, without stockholder approval, up to 10 million shares of preferred stock with such terms as the board of directors may determine and an additional                      shares of common stock.

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	•	actual or anticipated fluctuations in our operating results;
	•	changes in aerostructures pricing;
	•	our competitors’ and customers’ announcements of significant contracts, acquisitions or strategic investments;
	•	changes in our growth rates or our competitors’ and customers’ growth rates;
	•	the timing or results of regulatory submissions or actions with respect to our business;
	•	our inability to raise additional capital;
	•	conditions of the aerostructure industry or in the financial markets or economic conditions in general; and
	•	changes in stock market analyst recommendations regarding our class A common stock, other comparable companies or the aerospace industry generally.

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	•	breaches by Boeing of its representations, warranties, covenants and agreements contained in the Asset Purchase Agreement;
	•	damages relating to separating the portion of Boeing’s Wichita facilities not acquired by us from the portion acquired by us;
	•	damages relating to noncompliance with certain laws by Boeing prior to closing;
	•	liability for defective manufacture of products shipped by Boeing prior to closing;
	•	certain environmental liabilities, as more fully described under “Business — Environmental Matters;” and
	•	tax liabilities for periods prior to closing.

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	•	approximately $           million to repay debt outstanding under our senior secured credit facility, including $           million under our Term Loan B;
	•	approximately $           million to pay a portion of the obligations which will become due upon the closing of this offering under our union equity participation program; and
	•	the balance for working capital, capital expenditures and other general corporate purposes.

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	•	our consolidated capitalization on an actual basis,
	•	our consolidated capitalization on a pro forma basis to give effect to the sale of                      shares of class A common stock by us in this offering at an assumed initial public offering price of $           per share, and the application of those proceeds as described in “Use of Proceeds.”

				As of March 30, 2006 (1)
				Actual				Pro Forma
				(Dollars in millions)
				(Unaudited)
Long-term debt, including current portion:
	Revolving credit facility(2)			$	—			$
	Term loan				696.5
	Capital leases and other debt				23.3
		Total senior debt			719.8
	Subordinated secured delayed draw credit facility				—
		Total debt		$	719.8			$
Shareholders’ equity
	Preferred stock, $0.01 par value per share, 10,000,000 shares authorized; no shares issued and outstanding				—
	Class A common stock, $0.01 par value per share,            shares authorized;            shares issued and outstanding, actual;            shares issued and outstanding, as adjusted				—
	Class B common stock, $0.01 par value per share,            shares authorized;            shares issued and outstanding, actual;            shares issued and outstanding, as adjusted				0.4
Additional paid-in capital					385.5
Other comprehensive income					15.0
Retained earnings (deficit)					(27.2	)
	Total equity				373.7
		Total capitalization		$	1,093.5			$

(1)	Excludes cash payment of $139.0 million for the BAE Acquisition on April 1, 2006.
(2)	The revolving credit facility provides for availability of borrowings and issuances of letters of credit for up to $175.0 million. As of March 30, 2006, we had $175.0 million of availability under the revolving credit facility, net of $4.2 million of letters of credit outstanding.

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Assumed initial public offering price per share							$
	Pro forma net tangible book value per share at March 30, 2006						$
	Increase in pro forma net tangible book value per share attributable to new investors
Pro forma adjusted net tangible book value per share after this offering
Dilution per share to new investors							$

			Shares Purchased								Total Consideration
																			Average Price
			Number				Percent				Amount				Percent				Per Share
Existing stockholders									%		$						%		$
New investors																			$
	Total							100	%		$				$	100	%

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	•	the pro forma consolidated balance sheet as of March 30, 2006, assuming this offering occurred on March 30, 2006 and the proceeds were applied as described in “Use of Proceeds;”
	•	the pro forma consolidated statement of operations for the three months ended March 30, 2006, assuming this offering occurred on January 1, 2005 and the proceeds were applied as described in “Use of Proceeds;” and
	•	the pro forma consolidated statement of operations for the fiscal year ended December 29, 2005 assuming the Boeing Acquisition, this offering and the application of proceeds as described in “Use of Proceeds” all occurred on January 1, 2005.

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							Pro Forma
							Adjustments
							for the				Pro Forma
			March 30,				Offering				March 30,
			2006				Transactions				2006
			(Dollars in millions)
Current Assets:
Cash and cash equivalents			$	236
Accounts receivable, net				175
Inventories, net				537
Prepaid and other assets				10
	Total current assets			958
Property, plant and equipment, net				596
Other assets				294
	Total assets		$	1,848
Current Liabilities:
Accounts payable and accrued expenses(1)			$	321
Current maturities of debt				13
Income taxes				20
	Total current liabilities			354
Long-term debt				707
Advance payments				300
Other liabilities				113
Shareholders’ Equity:
Common stock, $0.01 par value,       shares authorized				0
Additional paid-in capital				386
Accumulated other comprehensive income				15
Accumulated deficit				(27	)
	Total shareholders’ equity		$	374
	Total liabilities and shareholders’ equity		$	1,848

(1)	Includes accrued fringe benefits and other accrued liabilities.

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							Pro Forma
							Adjustments				Pro Forma
			Three Months				for the				Three Months
			Ended				Offering				Ended March 30,
			March 30, 2006				Transactions				2006
			(Dollars in millions, except per share amounts)
Net sales			$	671			$				$
Cost of sales				533
Selling, general and administrative				35
Research and development				43
	Total costs and expenses			611
Operating income				60
Interest expense and financing fee amortization				(11	)
Interest income				7
Other income (expense)				1
Income before income taxes				57
Provision for income taxes				(25	)
	Net income (loss)		$	32			$				$
Net income (loss) per share, basic
Shares used in per share calculation, basic
Net income (loss) per share, diluted
Shares used in per share calculation, diluted

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	•	adjustments for revenues recorded as a stand alone business, based on actual deliveries for the period prior to the Boeing Acquisition with pricing as determined under our supply agreements with Boeing, rather than as a captive division whose costs are absorbed;
	•	adjustments to compensation and benefits as a result of new union wage rates, incentive programs and benefit plans that became effective at the time of the Boeing Acquisition;
	•	adjustments to interest, depreciation and amortization expense resulting from the $700 million Term Loan B, valuation of the assets under purchase accounting and the allocation of negative goodwill; and
	•	adjustments for certain costs, including service fees payable to Onex, taxes and the recalculation of accreted income related to Spirit’s non-interest bearing long-term receivable from Boeing in the aggregate amount of $277 million.

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																		Spirit Holdings
		Predecessor												Predecessor				Actual Results
		Actual Results												Pro Forma				Period From				Spirit Holdings
		Period From												Period From				February 7, 2005				Pro Forma
		January 1, 2005				Pro Forma Adjustments								January 1, 2005				through				Year Ended
		through												through				December 29,				December 29,
		June 16, 2005 (a)				Acquisition (b)				Labor (c)				June 16, 2005				2005(1)				2005
		(Dollars in millions, except per share amounts)
Net sales(2)		$	—			$	1,165.3			$	—			$	1,165.3			$	1,208.4			$	2,373.7
Cost of sales (Spirit Holdings)/ Cost of products transferred (Predecessor)			1,163.9				(141.3	)			(31.4	)			991.2				1,056.8				2,048.0
Provision of energy services, net			(0.2	)											(0.2	)							(0.2	)
SG&A, R&D, other period costs			90.7				97.9				—				188.6				188.5				377.1
Operating income (loss)			(1,254.4	)			1,208.7				31.4				(14.3	)			(36.9	)			(51.2	)
Interest expense and financing fee amortization			—				(19.9	)							(19.9	)			(19.4	)			(39.3	)
Other income (expense), net			—				8.2				—				8.2				11.0				19.2
Income tax			—				(17.4	)			—				(17.4	)			(13.9	)			(31.3	)
Net income (loss)		$	(1,254.4	)		$	1,179.6			$	31.4			$	(43.4	)		$	(59.2	)		$	(102.6	)
Net income (loss) per share, basic
Shares used in per share calculation, basic
Net income (loss) per share, diluted
Shares used in per share calculation, diluted

(1)	Spirit Holdings was formed on February 7, 2005 as a holding company of Spirit. Spirit’s operations commenced on June 17, 2005, following the closing of the Boeing Acquisition.
(2)	For purposes of the Pro Forma Net Sales adjustment for the period from January 1, 2005 through June 16, 2005, sales were recorded upon the transfer of airplane units to Boeing. After the Boeing Acquisition, we adopted the use of contract accounting for profit recognition. The pro forma statement of operations data presented for the period from January 1, 2005 through June 16, 2005 does not include an adjustment to convert Boeing Wichita’s historical accounting methodology to contract accounting.

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Spirit Holdings

Predecessor

Pro Forma

Pro Forma

Adjustments for

Adjustment for

Predecessor Pro

Spirit Holdings

the Offering

Spirit Holdings

Predecessor

the Offering

Forma as

Actual Results

Transactions

Pro Forma as

Spirit Holdings

Pro Forma

Transactions

Adjusted Period

Period From

Period From

Adjusted Period

Pro Forma as

Period From

Period From

From

June 17, 2005

January 1, 2005

From June 17,

Adjusted Year

January 1, 2005

January 1, 2005

January 1, 2005

through

through

2005 through

Ended

through

through June 16,

through

December 29,

December 29,

December 29,

December 29,

June 16, 2005

2005

June 16, 2005

2005(1)

2005(1)

2005(1)

2005

(Dollars in millions, except per share amounts)

Net sales(2)

$

1,165.3

$

1,208.4

Cost of sales (Spirit Holdings)/ Cost of products transferred (Predecessor)

991.2

1,056.8

Provision of energy services, net

(0.2

)

SG&A, R&D, other period costs

188.6

188.5

Operating income (loss)

(14.3

)

(36.9

)

Interest expense and financing fee amortization

(19.9

)

(19.4

)

Other income (expense), net

8.2

11.0

Income tax

(17.4

)

(13.9

)

Net income (loss)

$

(43.4

)

$

(59.2

)

Net income (loss) per share, basic

Shares used in per share calculation, basic

Net income (loss) per share, diluted

Shares used in per share calculation, diluted

(1)	Spirit Holdings was formed on February 7, 2005 as a holding company of Spirit. Spirit’s operations commenced on June 17, 2005, following the closing of the Boeing Acquisition.
(2)	For purposes of the Pro Forma Net Sales adjustment for the period from January 1, 2005 through June 16, 2005, sales were recorded upon the transfer of airplane units to Boeing. After the Boeing Acquisition, we adopted the use of contract accounting for profit recognition. The pro forma statement of operations data presented for the period from January 1, 2005 through June 16, 2005 does not include an adjustment to convert Boeing Wichita’s historical accounting methodology to contract accounting.

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	The historical financial data is presented to reflect the operation of Boeing Wichita as a cost center of BCA, not a separate legal entity. Historically, Boeing Wichita was an internal supplier of parts and assemblies for the B737, B747, B757, B767 and B777 airplane programs of BCA, with few sales to third party customers. Boeing Wichita included the manufacturing operations of BCA located in Wichita, Kansas; Tulsa, Oklahoma and McAlester, Oklahoma along with certain shared assets and operations of Boeing’s Shared Services Group. This historical financial information reflects the actual financial statements of Boeing Wichita. Certain amounts have been allocated from Boeing’s consolidated financial statements.
	Pursuant to the Asset Purchase Agreement, Spirit acquired Boeing Wichita (including the assumption of certain liabilities). Boeing Wichita is the predecessor entity of Spirit Holdings for the periods prior to the Boeing Acquisition. The historical financial statements for the period from January 1, 2005 through June 16, 2005 present the associated historical assets, liabilities and operating costs of Boeing Wichita.
	Since Boeing Wichita was operated as a cost center, costs incurred and allocated to Boeing Wichita were absorbed by BCA and revenues were not recorded in Boeing Wichita’s historical financial statements. Cost of products transferred includes manufacturing labor, material and non-labor and site overhead costs. Fringe benefit costs are allocated to the cost of products transferred through the fringe rate as a percentage of labor dollars. Fringe costs include elements such as vacation, holiday, sick leave, medical, pension and postretirement medical, as described in the notes to our historical financial statements. Costs administered by Boeing are not allocated to the cost of products transferred.
	Transactions with Boeing were conducted on a non-cash basis, and generally involved performance under intra-company arrangements between Boeing Wichita and Boeing.
	Certain costs were incurred by Boeing on behalf of Boeing Wichita. To the extent practical, these costs were discretely transferred to Boeing Wichita, but in some cases, an allocation methodology was used to transfer the costs to Boeing Wichita. Management believes that these allocations are reasonable, but may not be indicative of costs that would have been incurred had Boeing Wichita been operated on a stand alone basis. These costs fall into the following three major categories and all such costs have been included in Boeing Wichita’s historical financial statements.
	First, the historical financial statements include costs directly related to the activities of Boeing Wichita, which were incurred by Boeing and transferred to Boeing Wichita for administrative purposes, including payroll, accounts payable, travel and employee benefits such as pension costs, and medical coverage. These costs are primarily included in cost of products transferred and the balance is included in SG&A, R&D and other period costs.
	Second, costs incurred by Boeing on behalf of Boeing Wichita represented the purchase of parts from Boeing that are incorporated into the products of Boeing Wichita. The cost of these parts is treated the same as the cost of parts acquired from third parties and is included in cost of products transferred.
	Third, costs incurred by Boeing on behalf of Boeing Wichita are either general and administrative or relate to support services provided by Boeing for the benefit of Boeing Wichita. These costs, except for those identified as general and administrative, are included in cost of products transferred.

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	The Boeing Acquisition represents the impact of the following items:
	(i) Net Sales.

	The adjustments to produce total net sales are outlined as follows:

			1/1/2005-
			6/16/2005
Program Revenue at Supply Agreement Prices(1)			$	1,073.3
Other Sales at Supply Agreement Prices(1)				47.4
B787 Revenue(1)				21.3
Spares Sales at Supply Agreement Prices(1)				33.7
Amortization of Intangibles and Depreciation of Tooling Related to Exclusivity Agreement(2)				(10.4	)
	Total Revenue		$	1,165.3

(1)	This adjustment reflects the application of the contractually-determined pricing from our supply agreements with Boeing to the actual products and services transferred to Boeing during the period from January 1, 2005 through June 16, 2005. See “Business — Our Relationship with Boeing.”
(2)	This adjustment reflects the reduction of revenue related to the amortization of intangibles and tooling depreciation in accordance with EITF No. 01-3, Accounting in a Business Combination for Deferred Revenue of an Acquiree and EITF No. 01-9, Accounting for Consideration Given by a Vendor to a Customer (including a Reseller of the Vendor’s Products).

	(ii) Cost of Sales/ Costs of Products Transferred.

	The adjustments to cost of products transferred are as follows:

			1/1/2005-
			6/16/2005
B787 Reclassification(1)			$	(56.2	)
G&A Reclassification(2)				(38.3	)
Capitalized Tooling(3)				(18.5	)
Depreciation Expense(4)				(28.3	)
	Total		$	(141.3	)

(1)	Cost of products transferred has been reduced by $56.2 million to reflect the reclassification of certain B787 — related cost of products transferred as SG&A to conform to Spirit’s classification. Historically, Boeing Wichita included these expenses in cost of products transferred. Spirit classifies these expenses as SG&A.
(2)	Cost of products transferred has been reduced by $38.3 million to eliminate costs associated with accounting, human resources, payroll, security and other period expenses that were historically recorded by Boeing Wichita as a cost of products transferred. These costs were reclassified as SG&A to conform to Spirit’s classification.
(3)	Cost of products transferred has been reduced by $18.5 million to eliminate the costs associated with tooling expenses. Historically, Boeing Wichita expensed certain tooling assets. Spirit capitalized these tooling assets after the closing of the Boeing Acquisition.
(4)	Cost of products transferred was reduced for depreciation expense of $28.3 million due to the lower asset values resulting from the Boeing Acquisition, including the recognition and allocation of negative goodwill.

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	(iii) SG&A, R&D and Other Period Costs.

	SG&A, R&D and other period costs are outlined as follows:

			1/1/2005-
			6/16/2005
B787 Reclassification(1)			$	56.2
SG&A Reclassification(2)				38.3
Other(3)				3.4
	Total		$	97.9

(1)	SG&A has been increased by $56.2 million to reflect the reclassification of certain B787-related cost of products transferred as SG&A to conform to Spirit’s classification of costs. Historically, Boeing Wichita included these costs in cost of products transferred. Spirit classifies these expenses as SG&A.
(2)	SG&A has been adjusted by $38.3 million to add costs associated with accounting, human resources, payroll, security and other period costs that were reclassified from costs of products transferred to SG&A to conform to Spirit’s classification of costs.
(3)	Other period costs were increased by $3.4 million, including (a) amortization of favorable leasehold interest and other identified intangibles resulting from the Boeing Acquisition and (b) the Onex service fee ($2 million on annual basis, prorated for five and a half months).

	(iv) Interest Expense and Financing Fee Amortization. The pro forma adjustments to interest expense and financing fee amortization are based on the borrowings to finance the Boeing Acquisition as presented below:

		1/1/2005-
		6/16/2005
Term Loan B(1)		$	17.5
Amortization of Loan Fees(2)			2.4
Interest Expense and Financing Fee Amortization		$	19.9

(1)	The Term Loan B’s interest rate was determined as LIBOR plus 225 basis points. The following rates were used for calculating the interest for the Term Loan B during the months set forth below:

		Interest
		Rate
January 2005			5.00	%
February 2005			5.17	%
March 2005			5.37	%
April 2005			5.46	%
May 2005			5.59	%
June 2005			5.68	%

	The effect of a 0.125% change in the interest rate on the Term Loan B would increase or decrease annual pro forma interest expense by $0.8 million.

(2)	Deferred financing amortization expense for the period from January 1, 2005 through June 16, 2005 is based on monthly amortization of deferred financing fees incurred due to the debt borrowed to fund the Boeing Acquisition.

	(v) Other Income and Expense, Net. Other income and expense, net has been adjusted to account for the estimated accretion income related to Spirit’s non-interest bearing long-term receivable from Boeing in the aggregate amount of $277 million payable in 2007, 2008 and 2009 attributable to the acquisition of title of various tooling and other capital assets.

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(vi) Income Taxes. The pro forma tax adjustment of $17.4 million to income taxes reflects the tax effect of the pro forma adjustment to operating income. Tax expense was based on the following assumptions: (1) all actual temporary and permanent book versus tax differences as recognized by Spirit Holdings in the post-Boeing Acquisition period in 2005 were applied to the pre-Boeing Acquisition period in 2005 and (2) 100% of the actual valuation allowance recorded on net deferred tax assets utilized by Spirit in the post-Boeing Acquisition period in 2005 was assumed to be consistent with valuation allowance on net deferred tax assets for the pre-Boeing Acquisition period in 2005.

	New union wage rates took effect upon, and pension, health and welfare benefits, post-retirement and incentive plans were adjusted as a result of, the Boeing Acquisition. The historical costs incurred have been adjusted by $11.6 million as a result of wage changes and $19.8 million as a result of fringe rate changes. The wage reduction adjustment was calculated using the average number of union employees as of each of January 1, 2005 and June 16, 2005 and the difference between the actual wage rates in effect as of each of January 1, 2005 and June 30, 2005.
	Actual fringe rates as a percentage of labor incurred by us for the period from June 17, 2005 through December 29, 2005 were applied to the lower base labor cost to calculate the fringe rate adjustment.

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		Spirit Holdings									Predecessor
		Three				Period from					Period from
		Months				June 17, 2005					January 1,				Fiscal Year Ended
		Ended				through					2005 through
		March 30,				December 29,					June 16,				December 31,				December 31,				December 31,				December 31,
		2006				2005					2005				2004				2003				2002				2001
		(Dollars in millions)
Statement of Income Data:
Net sales		$	670.8			$	1,208.4					N/A				N/A				N/A				N/A				N/A
Cost of sales			533.0				1,056.8				$	1,163.9			$	2,074.3			$	2,063.9			$	2,350.7			$	2,945.0
Selling, general & administrative expenses			35.3				110.2					79.7				155.1				116.7				135.1				138.1
Research & development			42.4				78.3					11.0				18.1				17.3				18.5				21.9
Special charges(1)			0.0				0.0					0.0				0.0				10.3				0.0				49.0
Operating income (loss)			60.1				(36.9	)				N/A				N/A				N/A				N/A				N/A
Interest expense and financing fee amortization			(11.2	)			(25.1	)				N/A				N/A				N/A				N/A				N/A
Other income (loss)			8.5				16.7					N/A				N/A				N/A				N/A				N/A
Income (loss) before income taxes			57.4				(45.3	)				N/A				N/A				N/A				N/A				N/A
Income taxes			(25.4	)			(13.9	)				N/A				N/A				N/A				N/A				N/A
Net income (loss)			32.0				(59.2	)				N/A				N/A				N/A				N/A				N/A
Net income (loss) per share, basic												N/A				N/A				N/A				N/A				N/A
Shares used in per share calculation, basic												N/A				N/A				N/A				N/A				N/A
Net income (loss) per share, diluted												N/A				N/A				N/A				N/A				N/A
Shares used in per share calculation, diluted												N/A				N/A				N/A				N/A				N/A
Other Financial Data:
Cash flow provided by (used in) operating activities			90.0				223.8					(1,177.8	)			(2,164.9	)			(2,081.8	)			(2,281.8	)			(3,034.3	)
Cash flow provided by (used in) investing activities			(93.8	)			(1,030.3	)				(48.2	)			(54.4	)			(43.3	)			(50.4	)			(61.3	)
Cash flow provided by (used in) financing activities			(1.3	)			1,047.8					N/A				N/A				N/A				N/A				N/A
Capital expenditures			(93.8	)			(144.6	)				(48.2	)			(54.4	)			(43.3	)			(50.4	)			(61.3	)

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		Spirit Holdings									Predecessor
		As of									As of
		March 30,				December 29,					December 31,				December 31,				December 31,				December 31,
		2006				2005					2004				2003				2002				2001
		(Dollars in millions)
Consolidated Balance Sheet Data:
Cash & cash equivalents(2)		$	236.2			$	241.3				$	3.0			$	3.6			$	1.3			$	1.7
Accounts receivable, net			175.0				99.6					2.0				2.0				1.6				1.6
Inventories			537.2				505.7					524.6				529.4				535.1				683.9
Property, plant & equipment, net			595.9				518.8					511.0				555.3				611.8				667.1
Total assets			1,847.9				1,654.3					1,043.6				1,093.3				1,153.1				1,358.1
Total debt			719.8				721.6					N/A				N/A				N/A				N/A
Long-term debt			706.7				710.0					N/A				N/A				N/A				N/A
Shareholders’ equity			373.7				326.4					N/A				N/A				N/A				N/A

(1)	In 2001, a special charge was allocable to Boeing Wichita in connection with the terrorist attacks of September 11, 2001. In 2003, a charge was allocable to Boeing Wichita in connection with the close-out of the Boeing B757 program.
(2)	Prior to the Boeing Acquisition, the Predecessor was part of Boeing’s cash management system, and consequently, had no separate cash balance. Therefore, at December 31, 2004, December 31, 2003, December 31, 2002 and December 31, 2001, the Predecessor had negligible cash on the balance sheet.

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			2001				2002				2003				2004				2005				2006
Boeing				527				381				281				285				290				395
Airbus				325				303				305				320				378				430
	Total			852				684				586				605				668				825

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	Revenue and Profit Recognition

		Delivered
		June 17, 2005 to				To Be								Final Delivery
Program		March 30, 2006				Delivered				Total				Date(1)
B737			183				1,230				1,413			December 2009
B747			10				52				62			December 2009
B767			8				37				45			January 2009
B777			38				299				337			December 2009
B787			—				—	(2)			—	(2)		N/A

(1)	Represents the month and year in which the final production units included in the contract accounting quantity are expected to be delivered. The contract may continue in effect beyond this date.
(2)	The accounting quantity for the B787 program will be determined in the year in which we first ship production units to Boeing.

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	Inventory

	Income Taxes

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	Pensions and Other Post-Retirement Benefits

	Stock Compensation Plans

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				(Dollars in millions)
Cash payment to Boeing				$	904
Direct costs of the acquisition					21
Less:
	Consideration to be returned from Boeing for sale of capital assets				(203	)
	Consideration to be returned from Boeing for transition costs				(30	)
	Working capital settlement				(19	)
		Total consideration		$	673

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			Fair value				Pro-rata allocation				Book value,
			June 16,				of excess of fair				June 16,
			2005				value over cost				2005
			(Dollars in millions)
Cash			$	1.3							$	1.3
Accounts receivable				0.4								0.4
Inventories				479.2								479.2
Other current assets				0.3								0.3
Property, plant and equipment(1)				902.3			$	(526.2	)			376.1
Intangible assets(1)				85.2				(54.5	)			30.7
Other assets				6.8								6.8
Accounts payable and accrued liabilities				(128.8	)							(128.8	)
Pension and post-retirement liabilities(1)				(93.5	)							(93.5	)
	Net assets acquired		$	1,253.2			$	(580.7	)		$	672.5

	(1)	Does not include adjustments to reflect final pension asset transfer from Boeing received in May 2006.

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	Accounting Changes and Pronouncements

	•	change from discrete unit or block costing to the use of long-term contract accounting;
	•	reclassification of certain costs from cost of sales to selling, general and administrative costs, or SG&A;
	•	change from accelerated depreciation methods for most personal property to straight line depreciation methods for all property, plant and equipment;
	•	implementation of accounting for new activities that were not performed by or otherwise recognized by the Predecessor; and
	•	establishment of a lower dollar threshold for capitalization of internal use software.

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		Spirit Holdings									Predecessor
						Period From
		Three Months				June 17,					Three Months				Period From
		Ended				2005 through					Ended				January 1, 2005				Year Ended				Year Ended
		March 30,				December 29,					March 31,				through				December 31,				December 31,
		2006				2005					2005				June 16, 2005				2004				2003
		(Dollars in millions)
Net sales		$	670.8			$	1,208.4					N/A				N/A				N/A				N/A
Cost of sales (Spirit Holdings)/cost of products transferred (Predecessor)			533.0				1,056.8					602.4				1,163.9				2,074.3				2,063.9
SG&A, R&D, other period costs			77.7				188.5					36.9				90.7				173.2				144.3
Operating income (loss)		$	60.1			$	(36.9	)				N/A				N/A				N/A				N/A
Interest expense and financing fee amortization			(11.2	)			(25.1	)				N/A				N/A				N/A				N/A
Other income (expense), net			8.5				16.7					N/A				N/A				N/A				N/A
Income tax (expense)			(25.4	)			(13.9	)				N/A				N/A				N/A				N/A
Net income (loss)		$	32.0			$	(59.2	)				N/A				N/A				N/A				N/A

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	Three Months Ended March 30, 2006 as Compared to Three Months Ended March 31, 2005

			Spirit Holdings					Predecessor
			Three Months Ended
			March 30, 2006					March 31, 2005
			(Dollars in millions)
Net sales			$	670.8					N/A
Cost of sales (Spirit Holdings)/cost of products transferred
	(Predecessor)			533.0					602.4
SG&A, R&D, other period costs				77.7					36.9
Operating income			$	60.1					N/A
Interest expense and financing fee amortization				(11.2	)				N/A
Other income (expense), net				8.5					N/A
Income tax (expense)				(25.4	)				N/A
Net income (loss)			$	32.0					N/A

Segment Revenues
Fuselage Systems			$	353.7
Propulsion Systems				216.5
Wing Systems				92.0
All Other				8.6
	Total		$	670.8

			Spirit Holdings					Predecessor
			Three Months Ended
Model			March 30, 2006					March 31, 2005
B737				64					56
B747				3					4
B767				3					2
B777				14					12
	Total			84					74

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Segment Operating Income
Fuselage Systems			$	60.1
Propulsion Systems				29.8
Wing Systems				5.5
All Other				0.5
	Total		$	95.9

	Year Ended December 29, 2005 as Compared to Year Ended December 31, 2004

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			Combined				Predecessor
			Period From				Period From
			January 1, 2005 to				January 1, 2004 to
Model			December 29, 2005				December 31, 2004
B737				233				201
B747				15				13
B757				0				9
B767				11				10
B777				49				37
	Total			308				270

	Period from June 17, 2005 through December 29, 2005

Segment Revenues
Fuselage Systems			$	637.8
Propulsion Systems				372.3
Wing Systems				170.6
All Other				27.7
	Total		$	1,208.4

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			Spirit Holdings
			Period From
			June 17, 2005 through
Model			December 29, 2005
B737				119
B747				7
B757				0
B767				5
B777				24
	Total			155

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Segment Operating Income
Fuselage Systems			$	43.7
Propulsion Systems				24.5
Wing Systems				5.6
All Other				(1.2	)
	Total		$	72.6

	Period from January 1, 2005 through June 16, 2005 as Compared to Year Ended December 31, 2004

		Predecessor
		Period From
		January 1, 2005 through				Year Ended
		June 16, 2005				December 31, 2004
		(Dollars in millions)
Cost of products transferred		$	1,163.9			$	2,074.3
SG&A, R&D, other period costs		$	90.7			$	173.2
SG&A, R&D, other period costs as a percentage of cost of products transferred			7.8	%			8.3	%

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	Year Ended December 31, 2004 as Compared to Year Ended December 31, 2003

		Predecessor
		Year Ended				Year Ended
		December 31,				December 31,
		2004				2003
		(Dollars in millions)
Cost of products transferred		$	2,074.3			$	2,063.9
SG&A, R&D, other period costs			173.2				144.3

			Predecessor
			Period From				Period From
			January 1, 2004 to				January 1, 2003 to
Model			December 31, 2004				December 31, 2003
B737				201				169
B747				13				18
B757				9				14
B767				10				16
B777				37				38
	Total			270				255

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	Three Months Ended March 30, 2006

	Period from June 17, 2005 through December 29, 2005

	Contractual Obligations

																											2012 and
Contractual Obligations			2006				2007				2008				2009				2010				2011				After				Total
			(Dollars in millions)
Principal Payment on Term Loan B(1)			$	10.1			$	7.0			$	7.0			$	7.0			$	7.0			$	497.9			$	165.4			$	701.4
Non-Cancelable Operating Lease Payments(2)				2.3				2.3				2.3				1.2				1.2				0.6				—				9.9
Non-Cancelable Capital Lease Payments(3)				6.3				6.4				6.9				5.5				—				—				—				25.1
	Total		$	18.7			$	15.7			$	16.2			$	13.7			$	8.2			$	498.5			$	165.4			$	736.4

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(1)	Does not include repayment of B787 advances to Boeing, which is reflected in our balance sheet as a long-term liability.
(2)	Reflects our intention to renew a building lease on July 1, 2006 for five years.
(3)	Treats the financing of software license purchases as a capital lease.

																										2012 and
Contractual Obligations		2006				2007				2008				2009				2010				2011				After				Total
														(Dollars in millions)
Principal Payment on Term Loan B		$				$				$				$				$				$				$				$

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	•	an effective fixed interest rate of 6.59% from June 2005 to July 2008 on $100 million of the Term Loan B;
	•	an effective fixed interest rate of 6.65% from June 2005 to July 2009 on $300 million of the Term Loan B; and
	•	an effective fixed interest rate of 6.72% from June 2005 to July 2010 on $100 million of the Term Loan B.

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	•	We did not maintain effective internal control over the quarterly closing and consolidation process, including the account reconciliation and review process and accuracy of certain accounts receivable transactions. Specifically, controls over the reconciliation of the accounts receivable subsidiary ledger to its associated general ledger balances, application of certain cash payments from customers and the investigation and resolution of customer payment discrepancies were ineffective to appropriately record certain accounts receivable transactions. This control deficiency resulted in adjustments to the accounts receivable, revenue and cash accounts. If not remediated, this deficiency would result in a material misstatement of accounts receivable and related accounts.
	•	We did not maintain effective controls over our income tax provision and the related balance sheet accounts. Specifically, controls over the accuracy of the income tax provision and related deferred tax accounts as well as the Company’s related financial statement disclosures in accordance with SFAS No. 109 were ineffective to appropriately apply SFAS No. 109 in evaluating its required valuation allowance and establishing the tax basis of the acquired assets and assumed liabilities of the Boeing Acquisition. This control deficiency resulted in adjustments to the deferred tax, valuation allowance and income tax provision accounts as well as our related SFAS No. 109 financial statement disclosures.

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	•	We did not maintain effective controls over the accuracy and completeness of our interim financial statements of our Tulsa, Oklahoma facility. Specifically, there were ineffective controls over the reconciliation of certain general ledger accounts and the aggregation and reporting of those accounts into our financial statements which could have resulted in a material misstatement in our financial statements.

	•	During 2005 and the first quarter of 2006, we remediated the material weakness associated with our quarterly closing and reconciliation process and accounts receivable accounting by strengthening supervisory reviews by management personnel and implementing monthly procedures to reconcile our accounts receivable subsidiary ledger to our associated general ledger accounts. Additionally, we developed monitoring procedures to identify customer payment discrepancies and implemented cash application and collection activities to investigate and resolve such discrepancies. This remediation required us to add additional resources within our billing, cash application and collection departments.
	•	During 2005, we remediated the material weakness associated with our income tax accounting in accordance with SFAS No. 109. This remediation included hiring competent resources to staff a tax department (including an experienced tax director), developing a complete and accurate tax balance sheet and performing periodic income tax provision, deferred tax and valuation allowance estimates and supporting calculations. Additionally, our tax and accounting departments periodically review and evaluate our estimated effective income tax rate, realizability of deferred tax assets, valuation allowance requirements and the tax implications of significant and non-recurring transactions to ensure complete and accurate reporting and disclosures under SFAS No. 109.
	•	During 2005, we remediated the material weakness associated with the financial consolidation of our Tulsa, Oklahoma facility. This remediation included expanding the capabilities of Tulsa finance resources by training existing Tulsa staff and hiring additional finance resources, developing and implementing corporate oversight and monitoring procedures, performing detailed account reconciliation and developing reporting templates to ensure a complete and accurate consolidation of the financial statements of the Tulsa facility into our consolidated financial statements.

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	(1) fails to deliver products as required by the Supply Agreement;
	(2) fails to provide certain “assurances of performance” required by the Supply Agreement;
	(3) breaches the provisions of the Supply Agreement relating to intellectual property and proprietary information;
	(4) participates in the sale, purchase or manufacture of airplane parts without the required approval of the FAA or appropriate foreign regulatory agency;
	(5) defaults under certain requirements to maintain a system of quality assurance;
	(6) fails to comply with other obligations under the Supply Agreement (which breach continues for more than 10 days after notice is received from Boeing);
	(7) is unable to pay its debts as they become due, dissolves or declares bankruptcy; or
	(8) breaches the assignment provisions of the Supply Agreement (which breach continues for more than 10 days after notice is received from Boeing).

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	(1) fails to deliver products as required by the B787 Supply Agreement;
	(2) breaches the provisions of the B787 Supply Agreement relating to intellectual property and proprietary information;
	(3) participates in the sale, purchase or manufacture of airplane parts without the required approval of the FAA or appropriate foreign regulatory agency;
	(4) defaults under certain requirements to maintain a system of quality assurance;
	(5) fails to comply with other obligations under the B787 Supply Agreement (which breach continues for more than 15 days after notice is received from Boeing);
	(6) is unable to pay its debts as they become due, dissolves or declares bankruptcy;
	(7) fails to comply with U.S. export control laws; or
	(8) breaches the assignment provisions of the B787 Supply Agreement (which breach continues for more than 10 days after notice is received from Boeing).

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Product			Description		Aircraft Platform
Fuselage
	Forward Fuselage		Forward section of fuselage which houses flight deck, passenger cabin and cargo area		B737, B747, B767, B777, B787
	Other Fuselage Sections		Mid-section and other sections of the fuselage and certain other structural components, including floor beams		B737, B747, B777, Raytheon Hawker 800XP
Propulsion Systems
	Nacelles (including Thrust Reversers)		Aerodynamic structure surrounding engine		B737, B747, B767, B777
	Struts/Pylons		Structure that connects engine to the wing		B737, B747, B767, B777, B787
Wing Systems
	Flight Control Surfaces		Flaps and slats		B737, B777, A320 family
	Empennages		Horizontal stabilizer and vertical fin spar assemblies		B737, Raytheon Hawker 800XP
	Wing Structures		Wing framework which consists mainly of spars, ribs, fixed leading edge, stringers, trailing edges and flap track beams		B737, B747, B777, B787, A320 family, A330, A340, A380

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Product		Description		Military Platform
Low Observables		Radar absorbent and translucent materials		UCAS, Various
Other Military		Fabrication, bonding and assembly in support of various platforms		AWACS, AC-130U Gunship, V-22 and E-6
Other Military		Fabrication, testing, tooling, processing, engineering analysis, training		Various

Product		Description		Aircraft Platform(1)
Spares		Provides replacement parts and components support		B737, B747, B767, B777, A320
Maintenance, Repair and Overhaul		FAA certified repair station that provides complete on-site nacelle repair and overhaul; maintains global partnerships to support MRO services		B737, B777

(1)	The company also has the opportunity to produce spares for certain out-of-production aircraft and is under contract to provide spares for the B787 and A380.

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	•	composites design and manufacturing processes;
	•	leading mechanized and automated assembly and fastening techniques;
	•	large scale skin fabrication using both metallic and composite materials;
	•	chemical etching and metal bonding expertise;
	•	monolithic structures technology; and
	•	precision metal forming producing complex contoured shapes in sheet metal and extruded aluminum.

	Engineering

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	Research and Development

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				Approximate
Location		Primary Use		Square Footage				Owned/Leased
United States
Wichita, Kansas		Main Manufacturing Facility/Offices/Warehouse			10.4 million			Owned*/Leased*
Tulsa, Oklahoma		Manufacturing Facility			1.6 million			Leased
McAlester, Oklahoma		Manufacturing Facility			135,000			Owned
United Kingdom
Prestwick, Scotland		Manufacturing Facility			1.1 million			Owned
Samlesbury, England		Offices			15,919			Leased

*	A portion of the Wichita facility is owned and a portion is leased through an IRB structure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Tax Incentive Bonds.”

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	United States

	United Kingdom

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Name		Age				Position
Jeffrey L. Turner			55			Director, President and Chief Executive Officer
Ulrich (Rick) Schmidt			56			Executive Vice President, Chief Financial Officer and Treasurer
Ronald C. Brunton			58			Executive Vice President and Chief Operating Officer
H. David Walker			55			Senior Vice President Sales and Marketing
Gloria Farha Flentje			63			Vice President, General Counsel and Secretary
Janet S. Nicolson			50			Senior Vice President, Human Resources
John Lewelling			46			Senior Vice President, Strategy and Information Technology
Richard Buchanan			56			Vice President/General Manager of Fuselage Structures/Systems Business Unit
Michael G. King			50			Vice President/General Manager of the Propulsion Structures and Systems Business Unit
Neil McManus			40			Vice President and Managing Director, Spirit AeroSystems (Europe) Limited
Donald R. Carlisle			53			Vice President/General Manager of Aerostructures Business Unit
Ivor (Ike) Evans			63			Director
Paul Fulchino			59			Director
Richard Gephardt			65			Director
Robert Johnson			57			Director
Ronald Kadish			58			Director
Cornelius (Connie Mack) McGillicuddy, III			65			Director
Seth Mersky			47			Director
Francis Raborn			62			Director
Nigel Wright			43			Director

	Executive Officers

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	Key Employees

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	Directors

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			Annual Compensation																Restricted
															Other Annual				Stock
Name and Principal Position(1)			Year				Salary(2)				Bonus(3)				Compensation(4)				Awards(5)
Jeffrey L. Turner				2005			$	142,885			$	771,542	(6)		$	13,731			$	5,371,542	(7)
	Chief Executive Officer
Ulrich (Rick) Schmidt				2005			$	133,077	(8)		$	276,210	(9)		$	4,228,630	(10)		$	4,226,210	(11)
	Executive Vice President and Chief Financial Officer
Ronald C. Brunton				2005			$	94,443			$	388,887	(12)		$	—			$	1,388,887	(13)
	Executive Vice President and Chief Operating Officer
Donald R. Carlisle				2005			$	80,502			$	346,602	(14)		$	—			$	796,602	(15)
	Vice President/General Manager of the Aerostructures Business Unit
Michael G. King				2005			$	77,681			$	243,217	(16)		$	—			$	693,217	(17)
	Vice President/General Manager of the Propulsion Structures and Systems Business Unit

(1)	Represents each person’s principal position with Spirit in fiscal 2005.
(2)	Represents base salary received from June 17, 2005 through December 29, 2005.
(3)	Bonus information reflects amounts earned in the fiscal year ended December 29, 2005, although such amounts may have been paid in the first quarter of 2006.
(4)	In accordance with the rules of the SEC, other annual compensation disclosed in this table does not include various perquisites and other personal benefits received by a named executive officer that does not exceed the lesser of $50,000 or 10% of such officer’s total annual salary and bonus disclosed in this table.
(5)	Restricted stock awards granted in accordance with our Short Term Incentive Plan, Long-Term Incentive Plan and Executive Incentive Plan will be paid to plan participants only at the time and to the extent they acquire an interest in such shares. See “Benefit Plans.”
(6)	Represents a (a) $200,000 discretionary cash bonus and (b) $571,542 cash payment under our Cash Incentive Plan.
(7)	Represents (a)            shares of class B common stock with a value on the date of grant of $571,542 that are scheduled to vest on February 17, 2007 in accordance with our Long-Term Incentive Plan and (b)            shares of class B common stock with a value on the date of grant of $4,800,000 that may vest upon the occurrence of certain liquidity events in accordance with our Executive Incentive Plan.
(8)	Mr. Schmidt became an Executive Vice President and Chief Financial Officer on September 12, 2005.
(9)	Represents a (a) $50,000 discretionary cash bonus and (b) $226,210 cash payment under our Short Term Incentive Plan.

(10)	Represents (a) a one-time cash payment to Mr. Schmidt of which $1,717,365 was paid in September 2005 and $2,382,635 was paid in January 2006 in lieu of foregone executive compensation from The Goodrich Corporation, his former employer and (b) costs associated with the executive’s relocation to Wichita, Kansas.

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(11)	Represents (a)            shares of class B common stock with a value on the date of grant of $226,210 that are scheduled to vest on February 17, 2007 in accordance with our Short Term Incentive Plan and (b)            shares of class B common stock with a value on the date of grant of $4,000,000 that may vest upon the occurrence of certain liquidity events in accordance with our Executive Incentive Plan.
(12)	Represents a (a) $200,000 discretionary cash bonus and (b) $188,887 cash payment under our Short Term Incentive Plan.
(13)	Represents (a)            shares of class B common stock with a value on the date of grant of $188,887 that are scheduled to vest on February 17, 2007 in accordance with our Short Term Incentive Plan and (b)            shares of class B common stock with a value on the date of grant of $1,200,000 that may vest upon the occurrence of certain liquidity events in accordance with our Executive Incentive Plan.
(14)	Represents a (a) $250,000 discretionary cash bonus and (b) $96,602 cash payment under our Short Term Incentive Plan.
(15)	Represents (a)            shares of class B common stock with a value on the date of grant of $96,602 that are scheduled to vest on February 17, 2007 in accordance with our Short Term Incentive Plan and (b)            shares of class B common stock with a value on the date of grant of $700,000 that may vest upon the occurrence of certain liquidity events in accordance with our Executive Incentive Plan.
(16)	Represents a (a) $150,000 discretionary cash bonus and (b) $93,217 cash payment under our Short Term Incentive Plan.
(17)	Represents (a)            shares of class B common stock with a value on the date of grant of $93,217 that are scheduled to vest on February 17, 2007 in accordance with our Short Term Incentive Plan and (b)            shares of class B common stock with a value on the date of grant of $600,000 that may vest upon the occurrence of certain liquidity events in accordance with our Executive Incentive Plan.

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	Executive Incentive Plan

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	Supplemental Executive Retirement Plan

	Short Term Incentive Plan

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	Long-Term Incentive Plan

	Cash Incentive Plan

	Director Stock Plan

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			Number and Type		Aggregate
Name			of Shares		Purchase Price				Date of Purchase
5% Holders
	Onex Corporation		shares of class B common stock		$	375,000,000			June 16, 2005
	Onex Partners LP		shares of class B common stock		$	210,548,841			June 16, 2005
	Onex American Holdings II LLC		shares of class B common stock		$	99,557,587			June 16, 2005
	Wind Executive Investco LLC		shares of class B common stock		$	6,136,410			June 16, 2005
	Onex U.S. Principals LP		shares of class B common stock		$	2,146,814			June 16, 2005
	Onex Spirit Co-Invest LP		shares of class B common stock		$	56,610,348			August 3, 2005
Executive Officers
	Jeffrey Turner		shares of class B		$	437,750			June 16, 2005,
			common stock						July 15, 2005,
									August 1, 2005

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			Number and Type		Aggregate
Name			of Shares		Purchase Price				Date of Purchase
	Rick Schmidt		shares of class B common stock		$	1,000,000			September 29, 2005
	Ronald C. Brunton		shares of class B common stock		$	300,000			July 15, 2005
	H. David Walker		shares of class B common stock		$	200,000			September 27, 2005
	Gloria Farha Flentje		shares of class B		$	109,780			July 15, 2005,
			common stock						August 1, 2005
	Janet S. Nicolson		shares of class B common stock		$	200,000			January 2, 2006
	John Lewelling		shares of class B common stock		$	300,000			January 2, 2006
	Richard Buchanan		shares of class B common stock		$	100,000			July 15, 2005
	Michael King		shares of class B common stock		$	38,210			July 15, 2005
	Neil McManus		shares of class B common stock		$	—			—
	Donald Carlisle		shares of class B common stock		$	81,000			August 1, 2005
Non-Officer Directors
	Ivor Evans		shares of class B common stock		$	150,000	(1)		December 15, 2005
	Paul Fulchino		shares of class B common stock		$	150,000	(1)		December 15, 2005
	Richard Gephardt		shares of class B common stock		$	400,000	(2)		December 15, 2005
	Robert Johnson		shares of class B common stock		$	150,000	(1)		December 15, 2005
	Ronald Kadish		shares of class B common stock		$	150,000	(1)		December 15, 2005
	Connie Mack, III		shares of class B common stock		$	150,000	(1)		December 15, 2005
	Seth Mersky		shares of class B common stock		$	401,700			June 16, 2005,  August 3, 2005
	Francis Raborn		shares of class B common stock		$	150,000	(1)		December 15, 2005
	Nigel Wright		shares of class B common stock		$	773,886			June 16, 2005,  August 3, 2005

(1)	Value of shares granted pursuant to the Director Stock Plan.
(2)	Value of 15,000 shares granted pursuant to the Director Stock Plan and 25,000 shares granted pursuant to the Director Stock Plan as partial compensation for consulting services provided to Spirit.

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						Aggregate
Name		Number of Units				Conversion Price(1)				Date of Conversion
Jeffrey L. Turner			76,225			$	10.00				7/15/05
Donald R. Carlisle			9,400			$	10.00				7/15/05
Michael G. King			11,179			$	10.00				7/15/05
Gloria Farha Flentje			4,022			$	10.00				7/15/05

(1)	Value of accrued Boeing SERP benefit converted into phantom stock.

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	•	each person known by us to own beneficially 5% or more of our class A or class B common stock,
	•	each of our directors;
	•	each of our named executive officers;
	•	all of our directors and executive officers as a group; and
	•	each selling stockholder.

Shares Beneficially Owned After Offering

Assuming the Underwriters’ Over-

Assuming the Underwriters’ Over-

Before Offering

Allotment Option is Not Exercised

Allotment Option is Exercised in Full

Number of

Percentage

Percentage

Percentage

Shares

of

Shares

of

of

Beneficially

Class/All

Percentage

Being

Class/All

Percentage

Class/All

Percentage

Owned(1)

Common

of Voting

Sold in

Common

of Voting

Common

of Voting

Name of Beneficial Owner

(2)(3)

Stock

Power

Offering

Number

Stock

Power

Number

Stock

Power

Five Percent Stockholders

Onex Corporation(4)

class B

Onex Partners LP(5)

class B

Onex American Holdings II LLC(6)

class B

Wind Executive Investco LLC(7)

class B

Onex U.S. Principals LP(8)

class B

Onex Spirit Co-Invest LP(9)

class B

Directors and Executive Officers

Jeffrey Turner(10)

class B

Ulrich Schmidt(10)

class B

Ronald C. Brunton(10)

class B

Donald R. Carlisle(10)

class B

Michael G. King(10)

class B

Ivor Evans(10)

class B

Paul Fulchino(10)

class B

Richard Gephardt(10)

class B

Robert Johnson(10)

class B

Ronald Kadish(10)

class B

Connie Mack, III(10)

class B

Seth Mersky(11)

class B

Francis Raborn(10)

class B

Nigel Wright(12)

class B

All directors and executive officers as a group (20 persons)

class B

	*	Represents beneficial ownership of less than 1%.

	(1)	The amounts and percentages of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such

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		security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of such securities as to which such person has an economic interest.
	(2)	On each matter submitted to the stockholders for their vote, our class A common stock is entitled to one vote per share and our class B common stock is entitled to ten votes per share, reducing to one vote per share under certain limited circumstances. Except as required by law, our class A and class B common stock vote together on all matters submitted to stockholders for their vote.
	(3)	Each share of class B common stock may be converted at any time at the option of the holder into one share of class A common stock. Accordingly, each beneficial owner of shares of class B common stock is deemed the beneficial owner of the same number of shares of class A common stock. See “Description of Capital Stock — Common Stock — Conversion Rights.”
	(4)	Includes the following: (i)           shares of class B common stock held by Onex Partners LP; (ii)           shares of class B common stock held by Onex American Holdings II LLC; (iii)           shares of class B common stock held by Wind Executive Investco LLC; and (iv)           shares of class B common stock held by Onex U.S. Principals LP. Onex Corporation may be deemed to own beneficially the shares of class B common stock held by (a) Onex Partners LP, through Onex’ ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP; (b) Onex American Holdings II LLC, through Onex’ ownership of all of the equity of Onex American Holdings II LLC; (c) Wind Executive Investco LLC, through Onex’ ownership of Onex American Holdings II LLC which owns      % of the voting power of Wind Executive Investco LLC; (d) Onex U.S. Principals LP through Onex’ ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex U.S. Principals LP and (e) Onex Spirit Co-Invest LP, through Onex’ ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP.

Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to own beneficially      % of the shares of our class B common stock owned beneficially by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership. The address for Onex Corporation is 161 Bay Street, Toronto, Ontario M5J 2S1, Canada.

	(5)	All of the shares of class B common stock owned by Onex Partners LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Onex Partners LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
	(6)	All of the shares of class B common stock owned by Onex American Holdings II LLC may be deemed owned beneficially by Onex Corporation. The address for Onex American Holdings II LLC is 421 Leader Street, Marion, Ohio 43302.
	(7)	All of the shares of class B common stock owned by Wind Executive Investco LLC may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Wind Executive Investco LLC is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
	(8)	All of the shares of class B common stock owned by Onex U.S. Principals LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Onex U.S. Principals LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
	(9)	All of the shares of class B common stock owned by Onex Spirit Co-Invest LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Onex Spirit Co-Invest LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.

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(10)	The address of these stockholders is c/o Spirit AeroSystems Holdings, Inc., 3801 South Oliver, Wichita, Kansas 67210.
(11)	Includes (i)                     shares of class B common stock owned by Onex Partners LP which may be deemed beneficially owned by Mr. Mersky by reason of his pecuniary interest in Onex Partners LP and (ii)                     shares of class B common stock owned by Onex Spirit Co-Invest LP which may be deemed beneficially owned by Mr. Mersky by reason of his pecuniary interest in Onex Spirit Co-Invest LP. Mr. Mersky disclaims beneficial ownership of the shares of class B common stock owned by Onex Partners LP and Onex Spirit Co-Invest LP. Mr. Mersky’s address is c/o Onex Corporation, 161 Bay Street, Toronto, Ontario, M5J 2S1, Canada.
(12)	Includes (i)                     shares of class B common stock owned by Onex Partners LP which may be deemed beneficially owned by Mr. Wright by reason of his pecuniary interest in Onex Partners LP and (ii)                     shares of class B common stock owned by Onex Spirit Co-Invest LP which may be deemed beneficially owned by Mr. Wright by reason of his pecuniary interest in Onex Spirit Co-Invest LP. Mr. Wright disclaims beneficial ownership of the shares of class B common stock owned by Onex Partners LP and Onex Spirit Co-Invest LP. Mr. Wright’s address is c/o Onex Corporation, 161 Bay Street, Toronto, Ontario, M5J 2S1, Canada.

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	•	shares of class A common stock, par value $0.01 per share,
	•	shares of class B common stock, par value $0.01 per share, and
	•	10,000,000 shares of preferred stock, par value $0.01 per share.

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	Class B Common Stock

	Undesignated Preferred Stock

	Advance Notice Requirements for Stockholder Proposals and Directors Nominations

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	Call of Special Meetings

	Filling of Board Vacancies; Removal

	Stockholder Action by Written Consent

	Delaware “Business Combination” Statute

	Amendments to our Certificate of Incorporation and By-laws

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	•	any breach of the director’s duty of loyalty to us or our stockholders,
	•	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
	•	the payment of unlawful dividends and unlawful repurchase or redemption of our capital stock prohibited by the DGCL, and
	•	any transaction from which the director derived any improper personal benefits.

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	•	a U.S. citizen or individual resident in the United States;
	•	a corporation, or other entity treated as a corporation created or organized under the laws of the United States or any political subdivision thereof;
	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
	•	a trust (i) if a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. fiduciaries have the authority to control all of the substantial interests of such trust or (ii) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

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	•	the gain is U.S. trade or business income, in which case such gain generally will be taxed in the same manner as gains of U.S. persons, and such gains may also be subject to the branch profits tax in the case of a corporate Non-U.S. Holder;
	•	the Non-U.S. Holder is an individual who is present in the United States for more than 182 days in the taxable year of the disposition and who meets certain other requirements, in which case such holder generally will be subject to U.S. federal income tax at a rate of 30% (or a reduced rate under an applicable treaty) on the amount by which capital gains allocable to U.S. sources (including gains from the sale, exchange, retirement or other disposition of the common stock) exceed capital losses allocable to U.S. sources; or
	•	we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our common stock (the “applicable period”).

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	•	shares issuable upon conversion of our currently outstanding class B common stock will be eligible for sale beginning 180 days after the date of this prospectus subject to an extension in certain circumstances as set forth in the section entitled “Underwriting”,
	•	shares will be eligible for sale beginning                     , and
	•	shares held by our executive officers and directors and                      shares held by trusts for the benefit of certain of our union-represented employees will be eligible for sale under Rule 144 commencing one-year from the date of this offering, or, if earlier, after the shares are registered under the Securities Act.

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	•	1% of the number of shares of our class A common stock then outstanding, which will equal approximately                      shares immediately after this offering (approximately                      shares if the underwriters’ over-allotment option is exercised in full), and
	•	the average weekly trading volume of our class A common stock during the four calendar weeks preceding the filing of the Form 144 with respect to such sale.

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Underwriter			Number of Shares
Credit Suisse Securities (USA) LLC
Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
	Total

Per Share

Total

Without

With

Without

With

Over-allotment

Over-allotment

Over-allotment

Over-allotment

Underwriting Discounts and Commissions paid by us

$

$

$

$

Expenses payable by us

$

$

$

$

Underwriting Discounts and Commissions paid by selling stockholders

$

$

$

$

Expenses payable by the selling stockholders

$

$

$

$

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	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
	•	Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.
	•	Syndicate covering transactions involve purchases of the class A common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more

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		shares than could be covered by the over-allotment option, resulting in a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
	•	Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the class A common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
	•	In passive market making, market makers in the class A common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our class A common stock until the time, if any, at which a stabilizing bid is made.

	•	to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
	•	to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

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	•	to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or
	•	in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

	it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and
	it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the class A common stock in, from or otherwise involving the United Kingdom.

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	•	the purchaser is entitled under applicable provincial securities laws to purchase shares of class A common stock without the benefit of a prospectus qualified under those securities laws;
	•	where required by law, that the purchaser is purchasing as principal and not as agent;
	•	the purchaser has reviewed the text above under Resale Restrictions; and
	•	the purchaser acknowledges and consents to the provision of specified information concerning its purchase of shares of class A common stock to the regulatory authority that by law is entitled to collect the information.

135

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136

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137

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		Page
Consolidated Financial Statements of Spirit AeroSystems Holdings, Inc. for the periods ended March 30, 2006 (unaudited) and from February 7, 2005 (date of inception) through December 29, 2005
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Statements of Income (Loss)			F-3
Consolidated Balance Sheets			F-4
Consolidated Statements of Shareholders’ Equity			F-5
Consolidated Statements of Cash Flows			F-6
Notes to Consolidated Financial Statements			F-7 - F-36
Financial Statements of Wichita Division (a business unit of The Boeing Company) as of June 16, 2005 and December 31, 2004, and for the period from January 1, 2005 through June 16, 2005, and for the years ended December 31, 2004 and 2003
Report of Independent Registered Public Accounting Firm			F-37
Statement of Assets and Liabilities			F-38
Statements of Cost Center Activity			F-39
Notes to Financial Statements			F-40 - F-51
Unaudited Financial Statements of Wichita Division (a business unit of The Boeing Company) for the three months ended March 31, 2005
Statement of Assets and Liabilities			F-52
Statements of Cost Center Activity			F-53
Notes to Financial Statements			F-54 - F-61

F-1

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F-2

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								Period from
				Three months				February 7, 2005
				ended				(date of inception)
				March 30,				through
				2006				December 29, 2005
				(Unaudited)
				($ in millions, except
				per share data)
Net revenues				$	670.8			$	1,208.4
Operating costs and expenses
Cost of sales					533.0				1,056.8
Selling, general and administrative					35.3				110.2
Research and development					42.4				78.3
					610.7				1,245.3
		Operating income (loss)			60.1				(36.9	)
Interest expense and financing fee amortization					(11.2	)			(25.1	)
Interest income					7.1				15.4
Other income, net					1.4				1.3
		Income (loss) from continuing operations before income taxes			57.4				(45.3	)
Income tax provision					(25.4	)			(13.9	)
		Net income (loss)		$	32.0			$	(59.2	)
Earnings (loss) per share
	Basic			$	0.83			$	(1.55	)
	Diluted			$	0.69			$	(1.55	)

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			March 30,				December 29,
			2006				2005
			(Unaudited)
			($ in millions)
Current assets
Cash and cash equivalents			$	236.2			$	241.3
Accounts receivable — net				175.0				99.6
Inventories — net				537.2				505.7
Prepaid expenses				6.8				10.6
Deferred tax assets — current				3.2				2.3
	Total current assets			958.4				859.5
Property, plant and equipment, net				595.9				518.8
Long-term receivable				217.5				212.5
Other assets				76.1				63.5
	Total assets		$	1,847.9			$	1,654.3
Current liabilities
Accounts payable			$	233.2			$	168.7
Accrued expenses				88.0				126.3
Current portion of long-term debt				13.1				11.6
Income taxes				19.7				0.8
	Total current liabilities			354.0				307.4
Long-term debt				706.7				710.0
Other liabilities				410.3				308.2
Deferred tax liability — non-current				3.2				2.3
Commitments and contingent liabilities (see Note 15)
Shareholders’ Equity
Preferred stock, par value $0.01, 10,000,000 shares authorized, no shares issued and outstanding				—				—
Common stock, Class A par value $0.01, 50,000,000 shares authorized, no shares issued and outstanding				—				—
Common stock, Class B par value $0.01; 50,000,000 shares authorized, 41,140,112 (unaudited) and 40,890,112 shares issued and outstanding, respectively				0.4				0.4
Additional paid-in capital				385.5				381.0
Accumulated other comprehensive income				15.0				4.2
Accumulated deficit				(27.2	)			(59.2	)
	Total shareholders’ equity			373.7				326.4
	Total liabilities and shareholders’ equity		$	1,847.9			$	1,654.3

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		Class B												Accumulated
		Common Stock												Other
										Additional				Comprehensive				Accumulated				Comprehensive
		Shares				Amount				Paid-in Capital				Income				Deficit				Loss
		($ in millions)
Initial capitalization — February 7, 2005			100	(1)			—				—
Cancellation of shares(1)			(100	)			—				—
Equity issuance to investors			37,500,000				0.4				369.6
Net loss																		$	(59.2	)		$	(59.2	)
Unrealized gain on cash flow hedges														$	4.2								4.2
Employee equity awards			2,825,488				—				3.7
Non-employee equity awards			145,000				—				0.5
Equity issuances to management			419,624				—				4.3
Supplemental executive retirement plan conversion							—				2.9
Balance — December 29, 2005			40,890,112				0.4				381.0				4.2				(59.2	)		$	(55.0	)
Net income (unaudited)																			32.0			$	32.0
Unrealized gain on cash flow hedges (unaudited)															10.8								10.8
Employee equity awards (unaudited)			354,984				—				2.7
Non-employee equity awards (unaudited)			—				—				0.6				—				—				—
Equity issuances to management (unaudited)			50,000				—				1.2				—				—				—
Balance — March 30, 2006 (unaudited)			41,295,096			$	0.4			$	385.5			$	15.0			$	(27.2	)		$	(12.2	)

(1)	Issued as common stock without designation as to class. Shares were cancelled as of June 16, 2005.

F-5

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								Period from
				Three Months				February 7, 2005
				Ended				(Date of Inception)
				March 30,				through
				2006				December 29, 2005
				(Unaudited)
				($ in millions)
Operating activities
Net income (loss)				$	32.0			$	(59.2	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
	Depreciation expense				16.7				28.6
	Amortization expense				1.1				3.0
	Accretion of long-term receivable				(5.0	)			(9.7	)
	Employee stock compensation				3.9				4.2
Changes in assets and liabilities, net of acquisition
	Accounts receivable				(75.4	)			(89.2	)
	Inventories				(31.5	)			(26.4	)
	Other current assets				3.9				(0.3	)
	Accounts payable and accrued liabilities				31.0				159.3
	Customer advance from Boeing				100.0				200.0
	Other				13.3				13.5
		Net cash provided by operating activities			90.0				223.8
Investing Activities
Purchase of property, plant and equipment					(93.8	)			(144.6	)
Acquisition of business, net of cash acquired					—				(885.7	)
		Net cash used in investing activities			(93.8	)			(1,030.3	)
Financing Activities
Proceeds from issuance of debt					—				700.0
Debt issuance costs					—				(21.4	)
Payments on debt					(1.8	)			(5.0	)
Equity contributions from shareholders					—				370.0
Executive stock investments					0.5				4.2
		Net cash (used in) provided by financing activities			(1.3	)			1,047.8
		Net (decrease) increase in cash and cash equivalents for the period			(5.1	)			241.3
Cash and cash equivalents, beginning of period					241.3				—
Cash and cash equivalents, end of period				$	236.2			$	241.3
Supplemental Information
Interest paid				$	1.6			$	28.1
Income taxes paid					2.2				8.5
Appreciation of financial instruments					10.8				4.2
Property acquired through capital leases					—				26.7

F-6

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1.	Nature of Business

2.	Summary of Significant Accounting Policies

	Unaudited Interim Results

	Basis of Presentation

	Acquisition of Spirit

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Cash payment to Boeing				$	904
Direct costs of the acquisition					21
Less:
	Consideration to be returned from Boeing for sale of capital assets				(203	)
	Consideration to be returned from Boeing for transition costs				(30	)
	Working capital settlement				(19	)
		Total consideration		$	673

F-8

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							Pro-rata
			Fair				Allocation of				Book
			Value,				Excess of				Value,
			June 16,				Fair Value				June 16,
			2005				Over Cost				2005
Cash			$	1.3							$	1.3
Accounts receivable				0.4								0.4
Inventories				479.2								479.2
Other current assets				0.3								0.3
Property, plant and equipment				902.3			$	(526.2	)			376.1
Intangible assets				85.2				(54.5	)			30.7
Other assets				6.8								6.8
Accounts payable and accrued liabilities				(128.8	)							(128.8	)
Pension and post-retirement liabilities				(93.5	)							(93.5	)
	Net assets acquired		$	1,253.2			$	(580.7	)		$	672.5

F-9

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2006		$	24.0
2007			24.0
2008			24.0
2009			15.3
2010			—

F-10

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		Estimated Useful life
Land improvements			20 years
Buildings			40 years
Machinery and equipment			3-11 years
Tooling — Airplane program — B787			5-20 years
Tooling — Airplane program — all others			2-10 years

F-11

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F-12

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F-13

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3.	Inventories

			March 30,				December 29,
			2006				2005
			(Unaudited)
Raw materials			$	120.0			$	119.1
Work-in-progress				417.2				386.6
	Total inventories		$	537.2			$	505.7

		Company
		Inventory
B737		$	241.4
B747			60.3
B767			16.0
B777			125.3
Other in-process inventory related to long-term contracts and other programs(1)			62.7
Balance December 29, 2005		$	505.7

(1)	Contracted non-recurring services for certain derivative aircraft programs to be paid by OEM, plus miscellaneous other work-in-progress.

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4.	Property, Plant and Equipment

			March 30,				December 29,
			2006				2005
			(Unaudited)
Land (including improvements)			$	18.8			$	18.8
Buildings				116.3				116.0
Machinery and equipment				126.1				121.8
Tooling				128.9				121.6
Construction in progress				251.3				169.2
	Total			641.4				547.4
Less: accumulated depreciation				(45.5	)			(28.6	)
	Property, plant and equipment, net		$	595.9			$	518.8

5.	Long-Term Receivable

2007			$	45.5
2008				116.1
2009				115.4
	Total		$	277.0

6.	Other Assets

			March 30,				December 29,
			2006				2005
			(Unaudited)
Intangible assets
Patents			$	3.5			$	3.5
Favorable leasehold interests				27.3				27.3
	Total intangible assets			30.8				30.8
Less: accumulated amortization				(1.7	)			(1.4	)
Intangible assets, net				29.1				29.4
Deferred financing costs, net				21.7				22.8
Fair value of derivative instruments				17.5				6.9
Other				7.8				4.4
	Total		$	76.1			$	63.5

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2006		$	1.9
2007			1.9
2008			1.9
2009			1.9
2010			1.9

7.	Financial Instruments

										Effective				Fair Value,
Principal				Variable		Fixed				Fixed				December 29,
Amount		Expires		Rate		Rate				Rate				2005
$100		July 2008		LIBOR			4.24	%			6.59	%		$	1.2
$300		July 2009		LIBOR			4.30	%			6.65	%			4.2
$100		July 2010		LIBOR			4.37	%			6.72	%			1.5

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8.	Debt

	Credit Agreement

F-17

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	Boeing Delayed Draw Term Loan Facility

F-18

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	Principal Repayments

2006						$	10.1
2007							7.0
2008							7.0
2009							7.0
2010							7.0
Thereafter							663.2

9.	Pension and Other Post-Retirement Benefits

	Multi-Employer Pension Plan

	Defined Contribution Plans

F-19

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	Defined Benefit Pension Plans

	Other Post-Retirement Benefit Plans

	Obligations and Funded Status

							Other
			Defined Benefit				Post-Retirement
			Pension Plans				Benefit Plans
Change in benefit obligation
Benefit obligation, beginning of period			$	—			$	—
	Acquisitions			583.8				31.8
	Service cost			—				1.0
	Interest cost			17.4				0.9
	Amendments			—				—
	Actuarial losses			(58.1	)			(2.5	)
Benefit obligation, end of period			$	543.1			$	31.2
Change in plan assets
Fair value of plan assets, beginning of period			$	—			$	—
Acquisitions				525.0				—
Actual return on plan assets				24.4				—
Fair value of plan assets, end of period			$	549.4			$	—

F-20

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							Other
			Defined Benefit				Post-Retirement
			Pension Plans				Benefit Plans
Reconciliation of funded status
Funded status — assets minus obligation			$	6.3			$	(31.2	)
	Unrecognized actuarial loss (gain)			(59.0	)			(2.4	)
Net amount recognized			$	(52.7	)		$	(33.6	)
Amounts recognized in the financial statements
Prepaid benefit cost			$	—			$	—
Accrued benefit liability				(52.7	)			(33.6	)
Accumulated other comprehensive income				—				—
Net amount recognized			$	(52.7	)		$	(33.6	)

						Other
		Defined Benefit				Post-Retirement
		Pension Plans				Benefit Plans
Assumptions used to determine benefit obligation for the period ended December 29, 2005
Discount rate			6 percent				5.75 percent
Expected return			8.25 percent				N/A
Salary increases			N/A				N/A
Medical assumptions
Trend assumed for next year							10 percent
Ultimate trend rate							5 percent
Year that ultimate trend rate is reached							2011
Components of benefit (income) expense
Service cost		$	—			$	1.0
Interest cost			17.4				0.9
Expected return on plan assets			(23.5	)			—
Net benefit (income) expense		$	(6.1	)		$	1.9

F-21

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						Other
		Defined Benefit				Post-Retirement
		Pension Plans				Benefit Plans
Assumptions used to determine benefit expense for the period ended December 29, 2005
Discount rate			5.5 percent				5.25 percent
Expected return			8.25 percent				N/A
Salary increases			N/A				N/A
Medical assumptions
Trend assumed for next year							11.0 percent
Ultimate trend rate							5.0 percent
Year that ultimate trend rate is reached							2011

Asset Category
Equity securities — U.S.				55%
Equity securities — International				7%
Debt securities				37%
Other				1%
	Total			100%

F-22

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						Other Post-
						Retirement
		Pension Plans				Benefit Plans
2006		$	1.4			$	—
2007			2.7				—
2008			4.4				0.1
2009			6.6				0.2
2010			9.2				0.2
2011-2015			101.7				13.8

10.	Capital Stock

11.	Stock Compensation

F-23

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	Executive Incentive Plan

F-24

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		Shares				Value
		(Thousands)				(Millions)
Executive Incentive Plan
Nonvested at February 7, 2005 (date of inception)			—			$	—
Granted during period			2,825				16.1
Vested during period			—				—
Forfeited during period			—				—
Nonvested at December 29, 2005			2,825			$	16.1
Granted during period (unaudited)			200				2.7
Vested during period (unaudited)			—				—
Forfeited during period (unaudited)			—				—
Nonvested at March 30, 2006 (unaudited)			3,025			$	18.8

	Board of Directors Stock Awards

F-25

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		Shares				Value
		(Thousands)				(Millions)
Board of Directors Stock Grants
Nonvested at February 7, 2005 (date of inception)			—			$	—
Granted during period			105				2.4
Vested during period			—				—
Forfeited during period			—				—
Nonvested at December 29, 2005			105			$	2.4
Granted during period (unaudited)			—				—
Vested during period (unaudited)			—				—
Forfeited during period (unaudited)			—				—
Nonvested at March 30, 2006 (unaudited)			105			$	2.4

	Short Term Incentive Plan

		Shares				Value
		(Thousands)				(Millions)
Short Term Incentive Plan
Nonvested at December 29, 2005			—				—
Granted during period (unaudited)			155			$	3.6
Vested during period (unaudited)			—				—
Exercised during period (unaudited)			—				—
Forfeited during period (unaudited)			—				—
Nonvested at March 30, 2006 (unaudited)			155			$	3.6

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	Union Equity Participation Program

		SARs				Value
		(Thousands)				(Millions)
Union Equity Participation Plan
Nonvested at February 7, 2005 (date of inception)			—				—
Granted during period			4,900				—
Vested during period			—				—
Exercised during period			—				—
Forfeited during period			—				—
Nonvested at December 29, 2005			4,900				—
Granted during period (unaudited)			—				—
Vested during period (unaudited)			—				—
Exercised during period (unaudited)			—				—
Forfeited during period (unaudited)			—				—
Nonvested at March 30, 2006 (unaudited)			4,900				—

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12.	Income Taxes

			2005
Income taxes estimated to be payable currently
U.S. federal			$	9.3
U.S. state and local				—
	Total payable currently			9.3
Income taxes estimated to be payable — long term
U.S. federal				7.2
U.S. state and local				—
	Total payable — long term			7.2
Deferred income tax expense (credit) — net
U.S. federal				(2.3	)
U.S. state and local				(0.3	)
	Total deferred			(2.6	)
	Total income taxes		$	13.9

			2005
Tax benefit at U.S. federal statutory income tax rate			$	(15.8	)
State and local tax benefit				(3.4	)
Change in valuation allowance				33.6
Qualified Production Activity Deduction (IRC 199)				(0.5	)
	Total income tax		$	13.9

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			2005
Long-term contract methods of income recognition			$	28.2
Post-retirement benefits other than pensions				12.8
Pension and other employee benefit plans				20.2
Employee compensation accruals				8.0
Depreciation and amortization				(28.5	)
Other				(1.5	)
	Gross deferred tax asset			39.2
Valuation Allowances				(39.2	)
	Net deferred tax asset		$	—

			2005
Current deferred tax assets			$	4.2
Current deferred tax liabilities				(1.9	)
	Net current deferred tax asset			2.3
Non-current deferred tax assets				28.8
Non-current deferred tax liabilities				(31.1	)
	Net non-current deferred tax liability		$	(2.3	)

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13.	Earnings (Loss) per Share Calculation

		Period from
		February 7,
		2005
		(Date of Inception)
		through
		December 29,
		2005
		(In millions, except
		per share data)
Basic & Diluted Loss per Share Calculation
Net loss		$	(59.2	)
Weighted average shares outstanding			38.1
Basic & diluted loss per share		$	(1.55	)

		Three Month
		Period Ended
		March 30, 2006
		(Unaudited)
		(In millions, except
		per share data)
Basic Earnings per Share Calculation
Net income		$	32.0
Weighted average shares outstanding			38.4
Basic earnings per share		$	.83
Diluted Earnings per Share Calculation
Net income			32.0
Weighted average shares outstanding			38.4
Effect of dilutive non-vested grants outstanding			8.0
Total weighted average shares outstanding			46.4
Diluted earnings per share		$	.69

14.	Related Party Transactions

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15.	Commitments, Contingencies and Guarantees

	Litigation

	Age Discrimination Litigation

	Commitments

						Capital
						Present
		Operating				Value				Interest				Total
2006		$	4.7			$	6.3			$	1.3			$	7.6
2007			5.3				6.4				0.6				7.0
2008			6.5				6.9				1.1				8.0
2009			6.8				5.5				0.2				5.7
2010			5.2				—				—				—
2011 and thereafter			11.1				—				—				—

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	Service and Product Warranties

	Guarantees

	Indemnification

	Environmental

F-32

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	Bonds

F-33

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16.	Significant Concentrations of Risk

	Economic Dependence

	Labor Force

17.	Supplemental Balance Sheet Information

			March 30,				December 29,
			2006				2005
			(Unaudited)
Accrued expenses
Accrued wages and bonuses			$	19.2			$	19.2
Accrued fringe benefits				41.9				68.5
Accrued interest				9.2				9.2
Other				17.7				29.4
	Total		$	88.0			$	126.3
Other liabilities
Customer advance			$	300.0			$	200.0
Pension obligation				49.5				52.7
Post-employment benefit obligation				48.7				47.8
Other				12.1				7.7
	Total		$	410.3			$	308.2

18.	Segment Information

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F-35

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			Three				Period from
			Months				February 7, 2005
			Ended				(Date of
			March 30,				Inception) through
			2006				December 29, 2005
			(Unaudited)
Segment Revenues
Fuselage Systems			$	353.7			$	637.8
Propulsion Systems				216.5				372.3
Wing Systems				92.0				170.6
All Other				8.6				27.7
			$	670.8			$	1,208.4
Segment Operating Income
Fuselage Systems			$	60.1			$	43.6
Propulsion Systems				29.8				24.5
Wing Systems				5.5				5.6
All Other				0.5				(1.2	)
				95.9				72.5
Unallocated corporate SG&A				(33.9	)			(108.4	)
Unallocated research and development				(1.9	)			(1.0	)
	Total operating income (loss)		$	60.1			$	(36.9	)

19.	Subsequent Events (Unaudited)

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				December 31,				June 16,
				2004				2005
				(Amounts in millions)
ASSETS:
	Cash			$	3.0			$	0.8
	Accounts receivable				2.0				0.4
	Inventories				524.6				487.6
	Long-term assets				3.0				3.2
	Property, plant, and equipment — net				511.0				528.4
		Total assets			1,043.6				1,020.4
LIABILITIES:
	Accounts payable				45.7				57.4
	Accrued expenses				6.1				2.0
	Employee vacation				47.5				40.3
	Accrued employee-related expenses				8.4				7.9
	KIESC minority interest				0.5				0.5
		Total liabilities			108.2				108.1
NET ASSETS				$	935.4			$	912.3

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												Period From
				Year Ended				Year Ended				January 1, 2005
				December 31,				December 31,				Through
				2003				2004				June 16, 2005
				(Amounts in millions)
COST OF PRODUCTS TRANSFERRED:
	Labor			$	733.9			$	688.8			$	326.6
	Material				821.6				885.1				503.0
	Overhead and nonlabor				508.4				500.4				334.3
		Total cost of products transferred			2,063.9				2,074.3				1,163.9
PROVISION OF ENERGY SERVICES — Net					—				—				(0.2	)
PERIOD EXPENSES:
	General and administrative				116.7				155.1				79.7
	Internal application development				17.3				18.1				11.0
	757 production phase out				10.3				—				—
		Total period expenses			144.3				173.2				90.7
TOTAL INCURRED AND ALLOCATED COSTS OF THE WICHITA DIVISION				$	2,208.2			$	2,247.5			$	1,254.4

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1.	BASIS OF PRESENTATION

	The Wichita Division (“Division”), which is not a separate legal entity, is operated as a cost center within the Boeing Commercial Airplanes Group (“BCA”) of The Boeing Company (“Boeing”). The Division includes the manufacturing operations of BCA located in Wichita, Kansas; Tulsa, Oklahoma, and McAlester, Oklahoma, along with certain assets and operations of the Shared Services Group (“SSG”) of Boeing. The Division has historically been an internal supplier of parts and assemblies to the 737, 747, 757, 767, and 777 Airplane Programs of BCA, with very few sales to third-party customers. The Division has also been selected as a supplier to the 787 Airplane Program currently under development by Boeing. These financial statements, hereafter referred to as the “Financial Statements,” reflect the standalone financial statements of the Division. Certain amounts in these financial statements have been allocated from Boeing’s financial statements. Allocations are generally based on the specific identification of costs, assets and liabilities, as well as on headcount and direct labor dollars where specific attribution is not practical. The General and Administrative (“G&A”) expense included in these statements is an allocation of Boeing Corporate (“Corporate”), SSG and BCA G&A expense (collectively “Boeing G&A”).
	Management believes these allocations are reasonable, but may not be indicative of costs that would have been incurred had the Division been operated as a standalone business.
	Most support function costs represent allocations to the Division. However, there is a portion of these support functions that occur at the Division, for example, general management, human resources, and finance that provide support directly to product-related organizations.
	Boeing entered into an Asset Purchase Agreement (“APA”) dated February 22, 2005, as revised June 15, 2005, to sell the Division to Mid-Western Aircraft Systems, Inc. (“Mid-Western”), an indirect majority-owned subsidiary of Onex Partners L.P. The accompanying financial statements have been prepared with reference to this agreement and present assets and liabilities as well as a statement of cost center activities. The accompanying financial statements may not be indicative of the conditions that would have existed or the results of operations if the Division had been operated as a standalone company during the periods presented.
	On June 16, 2005, Boeing completed the sale of substantially all of the assets at BCA’s facilities in Wichita, Kansas and Tulsa and McAlester, Oklahoma under the APA to Mid-Western, which was subsequently named Spirit Aerosystems, Inc. (Spirit). Transaction consideration given to Boeing included cash of approximately $900, together with the transfer of certain liabilities and the establishment of long-term supply agreements. All assets and liabilities presented in these financial statements were included in the sale.
	Statements of cash flows have not been presented as the Division participated in Boeing’s centralized cash management systems and all its cash management activities were funded by Boeing. Other than cash on hand to meet immediate cash requirements the Division’s cash flow information is estimated in Note 9 using a change in net working capital.
	Transactions with Boeing — Transactions with Boeing were conducted on a noncash basis, and generally involved performance under intracompany arrangements between the Division and Boeing.
	Certain costs were incurred by Boeing on the Division’s behalf. To the extent practical, these costs are discretely transferred to the Division, but in some cases an allocation methodology is used to transfer

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	the costs to the Division. These costs fall into three major categories and all such costs have been included in these financial statements.
	The first category represents costs directly related to the activities of the Division, which were incurred by Boeing and transferred to the Division for administrative purposes including payroll, accounts payable, travel and employee benefits such as pension costs, and medical coverage. These costs are primarily included in “Cost of Products Transferred” and the balance included in “Period Expenses.”
	A second category of costs incurred by Boeing on the Division’s behalf represented the purchase of parts from Boeing that are incorporated into the products of the Division. The cost of these parts is treated the same as the cost of parts acquired from third parties and is included in “Cost of Products Transferred.”
	The third category of costs incurred by Boeing on the Division’s behalf are either general and administrative or relate to support services provided by Boeing for the benefit of the Division. These costs, except for those identified as G&A, are included in “Cost of Products Transferred.” These allocated costs are described in detail below. The following table reconciles total G&A and Internal Application Development (“IAD”) reported on the Statement of Cost Center Activity to the detailed cost tables that follow. IAD costs are certain costs incurred at the Division to improve processes or internal applications rather than product.

										Period
										1/1/2005
		Year Ended				Year Ended				Through
Incurring Org and Description		2003				2004				6/16/2005
Allocated WHQ — G&A		$	31.7			$	31.2			$	15.9
Allocated WHQ — Share-Based Plans			8.9				19.4				20.1
Allocated WHQ — Share-Value Trust			4.0				3.9				2.0
Allocated BCA G&A			46.9				53.2				26.7
SSG G&A included in SSG Support Allocations (below)			30.0				29.6				5.5
Division Incurred — G&A			(4.8	)			17.8				9.5
Total Division G&A Expense		$	116.7			$	155.1			$	79.7

										Period
										1/1/2005
		Year Ended				Year Ended				Through
Incurring Org and Description		2003				2004				6/16/2005
Division Incurred — IAD (A period expense on the Statement of Cost Center Activity)		$	17.3			$	18.1			$	11.0

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	Support Allocations — Boeing provides certain services to the Division and pays for certain expenditures on its behalf. The following table summarizes and describes the approximate amounts billed to the Division.

										Period
										1/1/2005
		Year Ended				Year Ended				Through
Incurring Org and Description		2003				2004				6/16/2005
BCA — CAD/ CAM and Other		$	2.1			$	4.3			$	4.9
SSG — Workplace Services			212.9				233.4				114.6
SSG — Information Technology Services			54.3				46.3				25.1
SSG — Administrative Services			42.8				41.9				21.2
Total Support Allocations (including SSG G&A)			312.1				325.9				165.8
Less SSG G&A Allocations included in Cost Allocation Table (1) above			30.0				29.6				5.5
Total SSG Costs and BCA CAD/ CAM and Other included in Division Cost of Products Transferred		$	282.1			$	296.3			$	160.3

	BCA Computer Aided Design (“CAD”), BCA Computer Aided Manufacturing (“CAM”), and other cost allocated include calibration and certification costs and computer-aided design costs.
	SSG costs (including an element of SSG-incurred G&A) were allocated to the Division based on SSG’s cost collection and cost allocation processes which are primarily based on pooling of common costs and allocating pooled costs based on a measure of usage. SSG Workplace Services includes the cost of providing facilities, food, mail and in-plant transportation services, security and fire protection, technical services and safety, health, and environmental affairs. SSG Information Technology Services includes business systems and computing and network operations. SSG Administrative Services includes external transportation services, enterprise human resource management, payroll services and learning, training, and development. An estimate of the SSG G&A included in the above support allocations were recorded by the Division as period expense in accordance with established Boeing-wide practice. The remaining SSG-related amounts as well as the BCA CAD/CAM allocations were included in the Overhead and nonlabor portion of Cost of Products Transferred.
	In 2005, SSG revised its methodology for allocating G&A costs. As a result of the revision, the January 1 through June 16, 2005 SSG G&A Allocations amount recorded was $5.5 rather than $14.8.
	Period Expenses Incurred at the Division — These costs are not inventoriable costs and therefore are not included in Costs of Products Transferred.

										Period
										1/1/2005
		Year Ended				Year Ended				Through
Incurring Org and Description		2003				2004				6/16/2005
Division Incurred — G&A (Included in Table (1))		$	(4.8	)		$	17.8			$	9.5
Division Incurred — IAD (Included in Table (2))			17.3				18.1				11.0
Total		$	12.5			$	35.9			$	20.5

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	Division G&A costs are incurred at the Division and include salaries and costs associated with G&A-type functions such as site financial accounting. IAD costs are costs incurred at the Division to improve processes or internal applications rather than products.
	Period Expense Incurred by Boeing not Billed or Incurred at the Division — For purposes of these statements, certain costs have been allocated to the Division. These costs have not been billed to or incurred by, nor is the Division obligated to pay for these costs in the past or in the future. These allocations are conducted on a noncash basis and generally involve the performance of corporate-wide functions that have no direct relationship to the Division’s cost center activities. These costs are included in the total Division G&A expense (see Table 1).

										Period
										1/1/2005
		Year Ended				Year Ended				Through
Incurring Org and Description		2003				2004				6/16/2005
Corporate — G&A		$	31.7			$	31.2			$	15.9
Corporate — Share-Based Plans			8.9				19.4				20.1
Corporate — Share-Value Trust			4.0				3.9				2.0
BCA — G&A			46.9				53.2				26.7
Total Period Expense incurred by Boeing not billed or incurred		$	91.5			$	107.7			$	64.7

	Corporate costs allocated include centralized services such as government affairs, legal, tax, office of internal governance, international relations, communications and advertising, CEO and staff, investor relations, and miscellaneous liability, property, and foreign insurances. Corporate Share-Based plans and Share-Value Trust are described in Note 8 below.
	BCA G&A costs allocated include business operations, sales and marketing, contracts, finance, communications, and BCA office of the president.

2.	Significant Accounting Policies

Principles of Consolidation — The consolidated financial statements of the Division include the accounts of the majority-owned interest in Kansas Industrial Energy Supply Company (“KIESC”). The KIESC (formerly known as Wichita Gas Utility) arrangement has been in place since 1980. It was formed to purchase gas directly from the gas suppliers rather than through the city of Wichita. The current arrangement gives participants in KIESC more control over their cost. The agreement between the participating companies is titled “Tenants-in-Common Management Agreement.” It designates the arrangement as a tenancy in common and stipulates that nothing in the agreement should be construed as creating a joint venture, association, or partnership. All assets are owned in common. Nothing can be severed in a way that hurts the other tenants. Each tenant is prohibited from selling or assigning their interest to another party without the approval of the other tenants. The Division owned 79% of all outstanding interests and considered that a controlling share. 100% of KIESC’s results have been consolidated in these financial statements. Accordingly, the Division’s intercompany profits, transactions, and balances have been eliminated with the consolidation of KIESC. The result of KIESC income and expense is shown as Provision of Energy Services, Net. 77.77% of KIESC was sold on June 16, 2005 in connection with the transaction, with the remainder

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	retained by Boeing to support Boeing’s remaining operations in Wichita, Kansas. KIESC’s net assets are shown below:

						Period
						1/1/2005
						Through
Incurring Org and Description		12/31/04				6/16/2005
KIESC Total Net Assets		$	2.2			$	2.7

	Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that directly affect the amounts reported in the financial statements. Actual results could differ from those estimates.
	Cost of Products Transferred — As a cost center to the BCA Airplane Programs, the Division does not have sales to parties other than Boeing. For purposes of these financial statements, the Division recognizes cost of products transferred in an amount equal to the cost assigned. Through May 31, 2005, the Wichita Site Cost of Products Transferred was recognized when completed parts and assemblies were received or the scheduled receipt date occurred at BCA Airplane Program’s Final Assembly Areas. On June 1, 2005 this treatment changed to reflect the provisions of the supply agreement that was to be implemented post-divestiture. From June 1, 2005 to June 16, 2005, the Wichita Site Cost of Products Transferred was recognized when completed parts and assemblies were shipped from the Wichita plant. The Tulsa and McAlester Sites Cost of Products Transferred is recognized when completed parts and assemblies are shipped from the site. Costs of Products Transferred also includes costs assigned to programs as incurred, for support of non-recurring activities performed on behalf of the programs. Non-recurring support refers to activities like design or design and build of tooling. 787 design activities included in Division Cost of Products Transferred totals $65.6 for the period from January 1, 2005 through June 16, 2005.
	Cost of Products Transferred consists of material, labor, nonlabor, and site overhead, which includes fringe benefits, production-related indirect and plant management salaries, and plant services. Labor cost includes direct and indirect labor, related fringe costs, and labor bonuses. Fringe benefit allocations are based on a rate applied to labor dollars. The rate includes elements such as vacation, holiday, sick leave, medical, pension, and postretirement medical.
	Nonlabor costs included in overhead include cost of shop supplies, travel, software licensing, equipment depreciation, perishable tools, and cost allocations (see “Transactions with Boeing” above).
	Cash — Cash primarily consists of balances maintained by the Division’s consolidated interest in KIESC. The Division participates in Boeing’s centralized cash management systems. Accordingly, the financial statements exclude cash, debt, interest income, and interest expense maintained in the centralized cash management systems.
	Accounts Receivable — Accounts receivable consist of amounts on KIESC books due from third parties and are stated at the amount billed to customers, plus any accrued and unpaid interest. An allowance is provided for based upon a review of outstanding receivables, historical collection information, and existing economic conditions.
	Inventories — Inventories consist of raw materials and work in process (“WIP”). Finished goods are shipped immediately upon completion. Costs of raw materials and component parts that are identified

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	as obsolete or surplus, including a provision for anticipated amounts, are included as a cost of products transferred.
	The Division’s Wichita site in-process inventories are stated at the cost of products based on the stage of completion within production. The individual elements of inventory (e.g., raw material, WIP, and production stores) are valued using a standard cost methodology with any resulting variances to the standard allocated monthly to cost of products transferred.
	The Division’s Tulsa/McAlester sites in-process inventories are stated at the cost of products based on the stage of completion within production. Raw materials are valued based on an average cost method. Commercial Airplane Program’s WIP inventory is valued based on total actual incurred costs for a block of aircraft, less the billed amount. The billed amount is calculated based on the average unit cost of an end-item (e.g., 737 Slats/ Flaps) for a block of aircraft based on the Estimate at Completion.
	Long-Term Assets — Long-term assets consists of amounts on the KIESC books for investments in marketable securities. KIESC has the positive intent and ability to hold these until maturity. They are valued at historical cost, adjusted for amortization of premiums and accretion of discounts computed by the level-yield method.
	Property, Plant, and Equipment — Property, plant, and equipment are recorded at cost, including applicable construction-period interest, less accumulated depreciation, and are depreciated principally over the following estimated useful lives: new buildings and land improvements, from 10 to 40 years; and new machinery and equipment, from 3 to 20 years. The principal methods of depreciation are as follows: buildings and land improvements, 150% declining balance; and machinery and equipment, sum-of-the-years’ digits. The Division periodically evaluates the appropriateness of remaining depreciable lives assigned to long-lived assets subject to a management plan for disposition.
	The Division reviews long-lived assets, which includes property, plant, and equipment, for impairments in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Long-lived assets held for sale are stated at the lower of cost or fair value, less cost to sell. Long-lived assets held for use are subject to an impairment assessment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset.
	757 Production Phase Out — On October 16, 2003, Boeing announced that production of the 757 would end with the final aircraft to be produced in late 2004. This resulted in a Division charge to Period Expenses incurred for the year ended December 31, 2003, of $10.3, $3.5 related to vendor penalties and $6.8 related to obsolete and excess inventory. The vendor penalties are expected to be settled in cash by the end of 2006. The related liabilities are excluded from the Statement of Assets and Liabilities as they were not assumed in the acquisition.
	Income Taxes — Boeing does not allocate income tax expense and related assets and liabilities to the Division. In accordance with the APA, the Statement of Net Assets and Liabilities does not include assets and liabilities related to income tax. Accordingly, the Statement of Cost Center Activity does not reflect the effect of income taxes.
	Leases — The Division has entered into contracts, having noncancelable lease terms in excess of one year, for operating leases requiring future rental payments.

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	Pension and Postretirement Benefits Plan — The Division participates in various pension plans sponsored by Boeing which cover substantially all employees. Discrete, detailed information concerning costs of these plans is not available for the Division but is part of the Overhead and nonlabor costs allocated by Boeing and included in the Cost of Products Transferred. The assets and obligations under these plans are not separately identifiable for the Division.
	Boeing also provides certain other postretirement benefit plans other than pensions which consist principally of health care coverage for eligible retirees. Discrete, detailed information concerning costs of these plans is not available for the Division but is part of the Overhead and nonlabor costs allocated by Boeing and included in the Cost of Products Transferred. The assets and obligations under these plans are not separately identifiable for the Division.
	Share-Based Plans — Division employees participate in certain of Boeing’s share-based compensation plans. In these financial statements, the share-based plan expenses are accounted for under SFAS 123R, Share-Based Payment (“SFAS 123R”) as of January 1, 2005, and under SFAS No. 123, Accounting for Stock-Based Compensation, for periods prior to January 1, 2005.

In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 151, Inventory Costs — an amendment of ARB No. 43. This Standard requires abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) to be recognized as current period charges. Additionally, it requires that fixed production overhead costs be allocated to inventory based on the normal capacity of the production facility. The provisions of this Standard apply prospectively and are effective for inventory costs incurred after January 1, 2006. While the Division believes this Standard will not have a material effect on its financial statements, the impact of adopting these new rules is dependent on events that could occur in future periods, and as such, an estimate of the impact cannot be determined until the event occurs in future periods.

4.	INVENTORIES

	Inventories are summarized as follows for the periods ending:

						Period
						1/1/2005
						Through
		12/31/2004				6/16/2005
Raw materials		$	209.1			$	213.5
Work in process			315.5				274.1
Inventories		$	524.6			$	487.6

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5.	PROPERTY, PLANT, AND EQUIPMENT

						Period
						1/1/2005
						Through
		12/31/2004				6/16/2005
Land		$	7.4			$	5.0
Buildings			718.2				709.5
Machinery and equipment			1,371.8				1,331.7
Construction in progress			15.1				63.5
Less accumulated depreciation			(1,601.5	)			(1,581.3	)
Property, plant, and equipment — net		$	511.0			$	528.4

	Depreciation expense, which is included in Cost of Products Transferred, is as follows for the periods ending:

										Period
										1/1/2005
		Year Ended				Year Ended				Through
		2003				2004				6/16/2005
Depreciation expense		$	97.4			$	90.7			$	40.3

	Interest capitalized as construction-period property, plant, and equipment costs is as follows for the periods ending:

										Period
										1/1/2005
		Year Ended				Year Ended				Through
		2003				2004				6/16/2005
Interest capitalized		$	3.2			$	4.9			$	2.1

6.	COMMITMENTS

	Lease — Minimum future rental commitments under operating leases having noncancelable lease terms in excess of one year aggregated approximately $18.7 at June 16, 2005 and are payable as follows:

Future Minimum Payments
6/17/05-12/31/05		$	3.0
2006			4.3
2007			2.4
2008			2.2
2009			1.4
2010			0.6
Thereafter			4.8

										Period
										1/1/2005
		Year Ended				Year Ended				Through
		2003				2004				6/16/2005
Total rent expense		$	9.8			$	9.7			$	4.3

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7.	PENSION AND POSTRETIREMENT BENEFITS

	The Division participates in various pension and postretirement plans sponsored by Boeing which cover substantially all employees. Discrete, detailed information concerning costs of these plans is not available for the Division but is part of the Overhead and nonlabor costs allocated by Boeing and included in the Cost of Products Transferred. The assets and obligations under these plans are not separately identifiable for the Division.
	The amounts below represent total Boeing balances. Note that Boeing uses a September 30 measurement date for its pension plans.

		Year Ended				Year Ended
		9/30/04				9/30/05
Pension plan assets		$	38,977			$	43,484
Pension plan benefit obligation			42,781				45,183

	Boeing also provides certain other postretirement benefits other than pensions which consist principally of health care coverage for eligible retirees. Discrete, detailed information concerning costs of these plans is not available for the Division but is part of the Overhead and nonlabor costs allocated by Boeing and included in the Cost of Products Transferred. The assets and obligations under these plans are not separately identifiable for the Division.
	The amounts below represent total Boeing balances. Note that Boeing uses a September 30 measurement date for its postretirement plans.

		Year Ended				Year Ended
		9/30/04				9/30/05
Postretirement benefits plan assets		$	72			$	82
Postretirement benefit obligation			8,135				8,057

8.	SHARE-BASED PLANS

	Share-Based Plans — The following is a discussion of share-based compensation plans. Qualifying Division employees may retain eligibility under provisions of these plans going forward. Under the provisions of the APA, Boeing will retain these obligations. Division employees participate in certain of Boeing’s share-based compensation plans. In these financial statements, the share-based plan expenses are accounted for under SFAS 123R, as of January 1, 2005, using the modified prospective method, and under SFAS No. 123 for periods prior to January 1, 2005. The share-based plans are described below. Share-based plan expense allocated to the Division is included in the Statement of Cost Center Activity as a Period Expense classified as G&A.
	Performance Shares — Performance Shares are stock units that are convertible to Boeing common stock contingent upon Boeing’s stock price performance. If, at any time up to five years after award, Boeing’s stock price reaches and maintains a price equal to 161.0% of the Boeing’s stock issue price at the date of the award (representing a growth rate of 10% compounded annually for five years), 25% of the Performance Shares awarded are convertible to Boeing common stock. Likewise, at stock prices equal to 168.5%, 176.2%, 184.2%, 192.5%, and 201.1% of the Boeing stock price at the date of award, the cumulative portions of awarded Performance Shares convertible to Boeing common stock are 40%, 55%, 75%, 100%, and 125%, respectively. Performance Shares awards not converted to Boeing common stock expire five years after the date of the award; however, the Compensation Committee of the Boeing Board of Directors may, at its discretion, allow vesting of up to 100% of the target Performance Shares if Boeing’s total shareholder return (stock price appreciation plus dividends) during the five-year performance period exceeds the average total shareholder return of the S&P 500 over the same period.

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Beginning with the 2003 grants, all new Performance Shares awarded are subject to different terms and conditions from those issued prior to 2003. If at any time up to five years after award Boeing’s stock price reaches and maintains for 20 consecutive days a price equal to a cumulative growth rate of 40% above the grant price, 15% of the Performance Shares awarded are convertible to common stock. Likewise, at cumulative growth rates above the grant price equal to 50%, 60%, 70%, 80%, 90%, 100%, 110%, 120%, and 125%, the cumulative portion of awarded shares convertible to Boeing common stock are 30%, 45%, 60%, 75%, 90%, 100%, 110%, 120%, and 125%, respectively. Performance Share awards not converted to Boeing common stock expire five years after the date of the award. In the event all stock price hurdles have not been met at the end of the performance period, unvested shares may vest based on Boeing’s Total Shareholder Return (“TSR”) performance relative to the S&P 500. If less than 125% of the grant has vested at the end of the five-year performance period, an award formula will be applied to the initial grant based on the percentile rank of Boeing’s TSR relative to the S&P 500. This can result in a vesting of the Performance Shares award up to a total of 125% and only applies if (1) Boeing’s total shareholder return during the five-year performance period meets or exceeds the median total shareholder return of the S&P 500 over the same period and (2) total shareholder return is in excess of the five-year Treasury Bill rate at the start of the five-year period. The Division was allocated share-based expense amounts calculated based on SFAS No. 123 for Performance Share awards granted to employees of the Division. The allocated share-based plans expense, which is included in Period Expense as G&A in the Statement of Cost Center Activity, was approximately as follows:

										Period
										1/1/2005
		Year Ended				Year Ended				Through
		2003				2004				6/16/2005
Performance shares		$	8.3			$	18.5			$	17.1

	ShareValue Trust — The ShareValue Trust, established effective July 1, 1996, is a 14-year irrevocable trust that holds Boeing common stock, receives dividends, and distributes to employees appreciation in value above a 3% per annum threshold rate of return. As of December 31, 2004, the Trust held 38,982,205 shares of Boeing common stock, split between two funds, “fund 1” and “fund 2.”
	The Division was allocated ShareValue Trust expense based upon headcount at the Division. The allocated ShareValue Trust expense, which is included in Period Expenses as G&A in the Statement of Cost Center Activity, was approximately as follows:

										Period
										1/1/2005
		Year Ended				Year Ended				Through
		2003				2004				6/16/2005
Share-value trust		$	4.0			$	3.9			$	2.0

Other Share-Based Compensation — Boeing offers employees stock awards, at no cost to the employee, under its Career Shares, Learning Together, and Engineering Technical Fellows stock programs. Additionally, Boeing common stock is issued or interest is accrued to certain Boeing employees electing deferrals under certain share-based compensation or salary deferral plans. The Division was allocated Other Share-Based Compensation expense based upon headcount at the

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	Division. The allocated Other Share-Based Compensation expense, which is included in Period Expenses as G&A in the Statement of Cost Center Activity, was approximately as follows:

										Period
										1/1/2005
		Year Ended				Year Ended				Through
		2003				2004				6/16/2005
Other share-based plan totals		$	0.6			$	0.9			$	3.0

9.	CASH FLOW INFORMATION

	As a cost center, the Division’s cash funding activities were managed and funded by Corporate. The Division’s cash impacts are estimated below using a change in net working capital approach:

													Period
													1/1/2005
					Year Ended				Year Ended				Through
					2003				2004				6/16/2005
Cash flow from operating activities:
	Intercompany cost of products transferred				$	(2,063.9	)		$	(2,074.3	)		$	(1,163.9	)
	Period expenses					(144.3	)			(173.2	)			(90.7	)
	Net energy services					0.0				0.0				0.2
	Depreciation					97.4				90.7				40.3
	Changes in working capital:
		Cash (KIESC)				2.3				(0.6	)			(2.2	)
		Accounts receivable				(0.4	)			0.0				1.6
		Inventories				5.7				4.8				37.0
		Prepaid expenses				(0.2	)			0.3				0.0
		Accounts payable				14.6				(11.5	)			11.7
		Accrued expenses				3.5				(1.9	)			(4.1	)
		Employee vacation				0.4				0.8				(7.2	)
		Accrued employee related expenses				3.1				—				(0.5	)
			Net cash used by operating activities			(2,081.8	)			(2,164.9	)			(1,177.8	)
Investing activities:
	Capital expenditures					(43.3	)			(54.4	)			(48.2	)
Net cash impact					$	(2,125.1	)		$	(2,219.3	)		$	(1,226.0	)

10.	SIGNIFICANT CONCENTRATIONS OF RISK

For all of the periods covered by these financial statements, all of the Division’s product transfers were to Boeing Programs. The Division is subject to both operational and external business environment risks. Operational risks that can disrupt the ability to make timely delivery of commercial jet aircraft components and assemblies and meet contractual commitments include execution of internal performance plans, product performance risks associated with regulatory certifications by the U.S. government, other regulatory uncertainties, collective bargaining disputes, performance issues with key suppliers and subcontractors, and the cost and availability of energy resources, such as electrical power. Aircraft programs, particularly new aircraft models, face the additional risk of pricing pressures and cost management issues inherent in the design and production of complex products.

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External business environment risks include adverse governmental import and export policies, factors that result in significant and prolonged disruption to air travel worldwide, and other factors that affect the economic viability of the commercial airline industry. Examples of factors relating to external business environment risks include the volatility of aircraft fuel prices, global trade policies, worldwide political stability and economic growth, acts of aggression that impact the perceived safety of commercial flight, escalation trends inherent in pricing, and a competitive industry structure which results in market pressure to reduce product prices. As of June 16, 2005, the principal collective bargaining agreements were with the International Association of Machinists and Aerospace Workers (IAM) representing 51% of the Division employees; the Society of Professional Engineering Employees (SPEEA) representing 34% of the Division employees; The United Automobile, Aerospace, and Agricultural Implement Workers of America representing 9% of the Division employees. At the end of June 16, 2005, all Division employees left the Boeing payroll as a result of the sale of the Division to Mid-Western and are no longer working under the terms and conditions of the Boeing labor agreements. Employees who transferred to Mid-Western were covered by their labor agreements or employment practices, if no labor agreement was in place.

11.	CONTINGENCIES

	The Division is subject to federal and state requirements for protection of the environment, including those for discharge of hazardous materials and remediation of contaminated sites. The costs incurred and expected to be incurred have not had, and are not expected to have, a material adverse impact.
	The provisions of the APA specifically exclude the assumption of environmental liabilities relating to conditions existing on or prior to June 16, 2005 and also exclude liabilities arising from any environmental proceedings pending as of June 16, 2005, as well as any proceeding commenced after June 16, 2005 to the extent arising out of or relating to any act or omission occurring on or prior to the closing date.
	Also, the provisions of the APA specifically exclude liabilities arising out of any proceedings pending as of June 16, 2005 or that arise after June 16, 2005 to the extent the matter relates to an act or omission that occurred prior to June 16, 2005.

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				March 31,
				2005
				(Amounts in
				millions)
				(Unaudited)
ASSETS:
	Cash			$	0.3
	Accounts receivable				2.9
	Inventories				506.9
	Prepaid expenses				0.1
	Long-term assets				3.2
	Property, plant, and equipment — net				514.6
		Total assets			1,028.0
LIABILITIES:
	Accounts payable				60.2
	Accrued expenses				3.2
	Employee vacation				49.8
	Accrued employee-related expenses				8.2
	KIESC minority interest				0.5
		Total liabilities			121.9
NET ASSETS				$	906.1

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				Three Months Ended,
				March 31, 2005
				(Amounts in millions)
				(Unaudited)
COST OF PRODUCTS TRANSFERRED:
	Labor			$	170.3
	Material				259.3
	Overhead and nonlabor				172.8
		Total cost of products transferred			602.4
PROVISION OF ENERGY SERVICES — Net					0.0
PERIOD EXPENSES:
	General and administrative				31.2
	Internal application development				5.7
		Total period expenses			36.9
TOTAL INCURRED AND ALLOCATED COSTS OF THE WICHITA DIVISION				$	639.3

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1.	BASIS OF PRESENTATION

	The condensed consolidated interim financial statements included in this report have been prepared by management of The Boeing Company (“Boeing”). In the opinion of management, all adjustments necessary for a fair presentation of the Wichita Division (accruals and standalone presentation) are reflected. The results as shown as of March 31 on the statement of cost center activity are not necessarily indicative of the results of the Wichita Division for the full year.
	The interim financial statements should be read in conjunction with the audited financial statements, including the notes for December 31, 2004 and 2003.
	The Wichita Division (“Division”), which is not a separate legal entity, is operated as a cost center within the Boeing Commercial Airplanes Group (“BCA”) of Boeing. The Division includes the manufacturing operations of BCA located in Wichita, Kansas; Tulsa, Oklahoma, and McAlester, Oklahoma, along with certain assets and operations of the Shared Services Group (“SSG”) of Boeing. The Division has historically been an internal supplier of parts and assemblies to the 737, 747, 757, 767, and 777 Airplane Programs of BCA, with very few sales to third-party customers. The Division has also been selected as a supplier to the 787 Airplane Program currently under development by Boeing. These financial statements, hereafter referred to as the “Financial Statements,” reflect the standalone financial statements of the Division. Certain amounts in these financial statements have been allocated from Boeing’s financial statements. Allocations are generally based on the specific identification of costs, assets and liabilities, as well as on headcount and direct labor dollars where specific attribution is not practical. The General and Administrative (“G&A”) expense included in these statements is an allocation of Boeing Corporate (“Corporate”), SSG and BCA G&A expense (collectively “Boeing G&A”).
	Management believes these allocations are reasonable, but may not be indicative of costs that would have been incurred had the Division been operated as a standalone business.
	Most support function costs represent allocations to the Division. However, there is a portion of these support functions that occur at the Division, for example, general management, human resources, and finance that provide support directly to product-related organizations.
	Boeing entered into an Asset Purchase Agreement (“APA”) dated February 22, 2005, as revised June 15, 2005, to sell the Division to Mid-Western Aircraft Systems, Inc (“Mid-Western”), an indirect majority-owned subsidiary of Onex Partners L.P. The accompanying financial statements have been prepared with reference to this agreement and present net assets and liabilities as well as a statement of cost center activities. The accompanying financial statements may not be indicative of the conditions that would have existed or the results of operations if the Division had been operated as a standalone company during the period presented.
	On June 16, 2005, Boeing completed the sale of substantially all of the assets at BCA’s facilities in Wichita, Kansas and Tulsa and McAlester, Oklahoma under the APA to Mid-Western, which was subsequently named Spirit AeroSystems, Inc. (Spirit). Transaction consideration given to Boeing included cash of approximately $900, together with the transfer of certain liabilities and the establishment of long-term supply agreements. All assets and liabilities presented in these financial statements were included in the sale.
	Statements of cash flows have not been presented as the Division participated in Boeing’s centralized cash management systems and all its cash management activities were funded by Boeing. Other than

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	cash on hand to meet immediate cash requirements The Division’s cash flow information is estimated in Note 4 using a change in net working capital.
	Transactions with Boeing — Transactions with Boeing were conducted on a noncash basis, and generally involved performance under intracompany contractual arrangements between the Division and Boeing.
	Certain costs were incurred by Boeing on the Division’s behalf. To the extent practical, these costs are discretely transferred to the Division, but in some cases an allocation methodology is used to transfer the costs to the Division. These costs fall into three major categories and all such costs have been included in these financial statements.
	The first category represents costs directly related to the activities of the Division, which were incurred by Boeing and transferred to the Division for administrative purposes including payroll, accounts payable, travel and employee benefits such as pension costs, and medical coverage. These costs are primarily included in “Cost of Products Transferred” and the balance included in “Period Expenses.”
	A second category of costs incurred by Boeing on the Division’s behalf represented the purchase of parts from Boeing that are incorporated into the products of the Division. The cost of these parts is treated the same as the cost of parts acquired from unrelated parties and included in “Cost of Products Transferred.”
	The third category of costs incurred by Boeing on the Division’s behalf are either general and administrative or relate to support services provided by Boeing for the benefit of the Division. These costs, except for those identified as G&A, are included in “Cost of Products Transferred.” These allocated costs are described in detail below. The following table reconciles total G&A and Internal Application Development (“IAD”) reported on the Statement of Cost Center Activity to the detail cost tables that follow. IAD costs are certain costs incurred at the Division to improve processes or internal applications rather than product.

		Three Months
		Ended
Incurring Org and Description		3/31/2005
		(Unaudited)
Allocated Corporate — G&A		$	7.3
Allocated Corporate — Share-Based Plans			1.9
Allocated Corporate — Share-Value Trust			1.1
Allocated BCA G&A			13.6
SSG G&A included in SSG Support Allocations (below)			3.2
Division Incurred — G&A			4.1
Total Division G&A Expense		$	31.2

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		Three Months
		Ended
Incurring Org and Description		3/31/2005
		(Unaudited)
Division Incurred — IAD (A period expense on the Statement of Cost Center Activity)		$	5.7

	Support Allocations — Boeing provides certain services to the Division and pays for certain expenditures on its behalf. The following table summarizes and describes the approximate amounts billed to the Division during:

		Three Months
		Ended
Incurring Org and Description		3/31/2005
		(Unaudited)
BCA — CAD/ CAM and Other		$	1.9
SSG — Workplace Services			59.2
SSG — Information Technology Services			13.0
SSG — Administrative Services			10.6
Total Support Allocations (including SSG G&A)			84.7
Less SSG G&A Allocations included in Cost Allocation Table(1) above			3.2
Total SSG Costs and BCA CAD/ CAM and Other included in Division Cost of Products Transferred		$	81.5

	BCA Computer Aided Design (“CAD”), BCA Computer Aided Manufacturing (“CAM”), and other cost allocated include calibration and certification costs and computer-aided design costs.
	SSG costs (including an element of SSG-incurred G&A) were allocated to the Division based on SSG’s cost collection and cost allocation processes which are primarily based on pooling of common costs and allocating pooled costs based on a measure of usage. SSG Workplace Services includes the cost of providing facilities, food, mail and in-plant transportation services, security and fire protection, technical services and safety, health, and environmental affairs. SSG Information Technology Services includes business systems and computing and network operations. SSG Administrative Services includes external transportation services, enterprise human resource management, payroll services and learning, training, and development. An estimate of the SSG G&A included in the above support allocations were recorded by the Division as period expense in accordance with established Boeing-wide practice. The remaining SSG-related amounts as well as the BCA CAD/ CAM allocations were included in the Overhead and nonlabor portion of Cost of Products Transferred.
	In 2005, SSG revised its methodology for allocating G&A costs. As a result of the revision, the January 1 through March 31, 2005 SSG G&A Allocations amount recorded was $3.2 rather than $8.3.
	Period Expenses Incurred at the Division — These costs are not inventoriable costs and therefore are not included in Costs of Products Transferred.

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		Three Months
		Ended
Incurring Org and Description		3/31/2005
		(Unaudited)
Division Incurred — G&A (Included in Table(1))		$	4.1
Division Incurred — IAD (Included in Table(2))			5.7
Total		$	9.8

	Division G&A costs are incurred at the Division and include salaries and costs associated with G&A-type functions such as site financial accounting. IAD costs are cost incurred at the Division to improve processes or internal applications rather than products.
	Period Expense Incurred by Boeing not Billed or Incurred at the Division — For purposes of these statements, certain costs have been allocated to the Division. These costs have not been billed to or incurred by, nor is the Division obligated to pay for these costs in the past or in the future. These allocations are conducted on a noncash basis and generally involve the performance of corporate-wide functions that have no direct relationship to the Division’s cost center activities. These costs are included in the total Division G&A expense (see Table 1).

		Three Months
		Ended
Incurring Org and Description		3/31/2005
		(Unaudited)
Corporate — G&A		$	7.3
Corporate — Share-Based Plans			1.9
Corporate — Share-Value Trust			1.1
BCA — G&A			13.6
Total Period Expense incurred by Boeing not billed or incurred		$	23.9

	Corporate costs allocated include centralized services such as government affairs, legal, tax, office of internal governance, international relations, communications and advertising, CEO and staff, investor relations, and miscellaneous liability, property, and foreign insurances.
	BCA G&A costs allocated include business operations, sales and marketing, contracts, finance, communications, and BCA office of the president.

2.	SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — The consolidated financial statements of the Division include the accounts of the majority-owned interest in Kansas Industrial Energy Supply Company (“KIESC”). The KIESC (formerly known as Wichita Gas Utility) arrangement has been in place since 1980. It was formed to purchase gas directly from the gas suppliers rather than through the city of Wichita. The current arrangement gives participants in KIESC more control over their cost. The agreement between the participating companies is titled “Tenants-in-Common Management Agreement.” It designates the arrangement as a tenancy in common and stipulates that nothing in the agreement should be construed as creating a joint venture, association, or partnership. All assets are owned in common. Nothing can be severed in a way that hurts the other tenants. Each tenant is prohibited

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from selling or assigning their interest to another party without the approval of the other tenants. The Division currently owns 79% of all outstanding interests. 100% of KIESC’s results have been consolidated in these financial statements. Accordingly, the Division’s intercompany profits, transactions, and balances have been eliminated with the consolidation of KIESC. 77.77% of KIESC was sold on June 16, 2005 in connection with the transaction, with the remainder retained by Boeing to support Boeing’s remaining operations in Wichita, Kansas. KIESC’s net assets are shown below:

		Three Months
		Ended
Incurring Org and Description		3/31/2005
		(Unaudited)
KIESC Total Net Assets		$	2.2

	Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that directly affect the amounts reported in the financial statements. Actual results could differ from those estimates.
	Cost of Products Transferred — As a cost center to the BCA Airplane Programs, the Division does not have sales to parties other than Boeing. For purposes of these financial statements, the Division recognizes cost of products transferred in an amount equal to the cost assigned. The Wichita Site Cost of Products Transferred was recognized when completed parts and assemblies were received or the scheduled receipt date occurred at BCA Airplane Program’s Final Assembly Areas. The Tulsa and McAlester Sites Cost of Products Transferred was recognized when completed parts and assemblies were shipped from the site. Cost of Products Transferred also includes costs assigned to programs as incurred, for support of non-recurring activities performed on behalf of the programs. Non-recurring support refers to activities like design and build of tooling. 787 design activities included in Division cost of Products Transferred totals $37.4 for the period from January 1, 2005 through March 31, 2005.
	Cost of Products Transferred consists of material, labor, nonlabor, and site overhead, which includes fringe benefits, production-related indirect and plant management salaries, and plant services. Labor cost includes direct and indirect labor, related fringe costs, and labor bonuses. Fringe benefit allocations are based on a rate applied to labor dollars. The rate includes elements such as vacation, holiday, sick leave, medical, pension, and postretirement medical.
	Nonlabor costs included in overhead include cost of shop supplies, travel, software licensing, equipment depreciation, perishable tools, and cost allocations (see “Transactions with Boeing” above).
	Cash — Cash primarily consists of balances maintained by the Division’s consolidated interest in KIESC. The Division participates in Boeing’s centralized cash management systems. Accordingly, the financial statements exclude cash, debt, interest income, and interest expense maintained in the centralized cash management systems.
	Accounts Receivable — Accounts receivable consist of amounts on KIESC books due from third parties and are stated at the amount billed to customers, plus any accrued and unpaid interest. An allowance is provided for based upon a review of outstanding receivables, historical collection information, and existing economic conditions.
	Inventories — Inventories consist of raw materials and work in process (“WIP”). Finished goods are shipped immediately upon completion. Costs of raw materials and component parts that are identified

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	as obsolete or surplus, including a provision for anticipated amounts, are included as a cost of products transferred.
	The Division’s Wichita site in-process inventories are stated at the cost of products based on the stage of completion within production. The individual elements of inventory (e.g., raw material, WIP, and production stores) are valued using a standard cost methodology with any resulting variances to the standard allocated monthly to cost of products transferred.
	The Division’s Tulsa/ McAlester sites in-process inventories are stated at the cost of products based on the stage of completion within production. Raw materials are valued based on an average cost method. Commercial Airplane Program’s WIP inventory is valued based on total actual incurred costs for a block of aircraft, less the billed amount. The billed amount is calculated based on the average unit cost of an end-item (e.g., 737 Slats/ Flaps) for a block of aircraft based on the Estimate at Completion.
	Long-Term Assets — Long-term assets consist of amounts on the KIESC books for investments in marketable securities. KIESC has the positive intent and ability to hold these until maturity. They are valued at historical cost, adjusted for amortization of premiums and accretion of discounts computed by the level-yield method.
	Property, Plant, and Equipment — Property, plant, and equipment are recorded at cost, including applicable construction-period interest, less accumulated depreciation, and are depreciated principally over the following estimated useful lives: new buildings and land improvements, from 10 to 40 years; and new machinery and equipment, from 3 to 20 years. The principal methods of depreciation are as follows: buildings and land improvements, 150% declining balance; and machinery and equipment, sum-of-the-years’ digits. The Division periodically evaluates the appropriateness of remaining depreciable lives assigned to long-lived assets subject to a management plan for disposition.
	The Division reviews long-lived assets, which includes property, plant, and equipment, for impairments in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long Lived Assets. Long-lived assets held for sale are stated at the lower of cost or fair value, less cost to sell. Long-lived assets held for use are subject to an impairment assessment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset.

3.	INVENTORIES

	Inventories are summarized as follows:

		Three Months
		Ended
		3/31/2005
		(Unaudited)
Raw materials		$	199.9
Work in process			307.0
Inventories		$	506.9

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4.	CASH FLOW INFORMATION

	As a cost center, the Division’s, cash funding activities were managed and funded by WHQ. The Divisions cash impacts are estimated below using a change in net working capital approach:

					Three Months
					Ended
					3/31/2005
					(Unaudited)
Cash flow from operating activities:
	Intercompany cost of products transferred				$	(602.4	)
	Period expenses					(36.9	)
	Net energy services					0.0
	Depreciation					17.9
	Changes in working capital:
		Cash (KIESC)				(2.7	)
		Accounts receivable				(0.9	)
		Inventories				17.7
		Prepaid expenses				(0.1	)
		Accounts payable				14.5
		Accrued expenses				(2.9	)
		Employee vacation				2.3
		Accrued employee related expenses				(0.2	)
			Net cash used by operating activities			(593.7	)
Investing activities:
	Capital expenditures					(21.5	)
Net cash impact					$	(615.2	)

5.	SIGNIFICANT CONCENTRATIONS OF RISK

For all of the periods covered by these financial statements, all of the Division’s product transfers were to Boeing Programs. The Division is subject to both operational and external business environment risks. Operational risks that can disrupt the ability to make timely delivery of commercial jet aircraft components and assemblies and meet contractual commitments include execution of internal performance plans, product performance risks associated with regulatory certifications by the U.S. government, other regulatory uncertainties, collective bargaining disputes, performance issues with key suppliers and subcontractors, and the cost and availability of energy resources, such as electrical power. Aircraft programs, particularly new aircraft models, face the additional risk of pricing pressures and cost management issues inherent in the design and production of complex products. External business environment risks include adverse governmental import and export policies, factors that result in significant and prolonged disruption to air travel worldwide, and other factors that affect the economic viability of the commercial airline industry. Examples of factors relating to external business environment risks include the volatility of aircraft fuel prices, global trade policies, worldwide political stability and economic growth, acts of aggression that impact the perceived safety of commercial flight, escalation trends inherent in pricing, and a competitive industry structure which results in market pressure to reduce product prices. As of March 31, 2005, the principal collective bargaining agreements were with the International Association of Machinists and Aerospace Workers

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(IAM) representing 51% of the Division employees; the Society of Professional Engineering Employees (SPEEA) representing 34% of the Division employees; The United Automobile, Aerospace, and Agricultural Implement Workers of America representing 9% of the Division employees. At the end of June 16, 2005 all Division employees left the Boeing payroll as a result of the sale of the Division to Mid-Western and are no longer working under the terms and conditions of the Boeing labor agreements. Employees who transferred to Mid-western were covered by their labor agreements or employment practices, if no labor agreement was in place.

6.	CONTINGENCIES

	The Division is subject to federal and state requirements for protection of the environment, including those for discharge of hazardous materials and remediation of contaminated sites. The costs incurred and expected to be incurred have not had, and are not expected to have, a material adverse impact.
	The provisions of the APA specifically exclude the assumption of environmental liabilities relating to conditions existing on or prior to June 16, 2005 and also exclude liabilities arising from any environmental proceedings pending as of June 16, 2005, as well as any proceeding commenced after June 16, 2005 to the extent arising out of or relating to any act or omission occurring on or prior to June 16, 2005.
	Also, the provisions of the APA specifically exclude liabilities arising out of any proceedings pending as of June 16, 2005 or that arise after June 16, 2005 to the extent the matter relates to an act or omission that occurred prior to June 16, 2005.

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Item 13.	Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee			$	53,500
NASD filing fee				50,500
NYSE listing fee				*
Accounting fees and expenses				*
Legal fees and expenses				*
Printing costs				*
Transfer agent and registrar fees				*
Miscellaneous fees and expenses				*
	Total		$	*

*	To be provided by amendment

Item 14.	Indemnification of Directors and Officers

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Item 15.	Recent Sales of Unregistered Securities

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Item 16.	Exhibits and Financial Data Schedules

	(a)	Exhibits

	1.1			Form of Underwriting Agreement*
	2.1			Asset Purchase Agreement, dated as of February 22, 2005, between Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) and The Boeing Company
	2.2			First Amendment to Asset Purchase Agreement, dated June 15, 2005, between Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) and The Boeing Company
	3.1			Amended and Restated Certificate of Incorporation of Spirit AeroSystems Holdings, Inc.*
	3.2			Amended and Restated By-Laws of Spirit AeroSystems Holdings, Inc.*
	4.1			Form of Class A Common Stock Certificate*
	4.2			Form of Class B Common Stock Certificate*
	4.3			Investor Stockholders Agreement, dated June 16, 2005, among Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Onex Partners LP and the stockholders listed on the signature pages thereto
	4.4			Registration Agreement, dated June 16, 2005, among Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) and the persons listed on Schedule A thereto
	5.1			Opinion of Kaye Scholer LLP with respect to legality of securities being registered*
	10.1			Employment Agreement, dated June 16, 2005, between Jeffrey L. Turner and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.).
	10.2			Employment Agreement, dated August 3, 2005, between Ulrich Schmidt and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.).
	10.3			Employment Agreement, dated September 13, 2005, between Spirit AeroSystems, Inc. and H. David Walker.
	10.4			Employment Agreement, dated December 28, 2005, between Spirit AeroSystems, Inc. and John Lewelling.
	10.5			Employment Agreement, dated December 30, 2005, between Spirit AeroSystems, Inc. and Janet S. Nicolson.
	10.6			Employment Agreement, dated March 20, 2006, between Spirit AeroSystems (Europe) Limited and Neil McManus.
	10.7			Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) Executive Incentive Plan
	10.8			Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) Supplemental Executive Retirement Plan
	10.9			Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.) Short Term Incentive Plan
	10.10			Spirit AeroSystems Holdings, Inc. Long-Term Incentive Plan
	10.11			Spirit AeroSystems Holdings, Inc. Cash Incentive Plan
	10.12			Spirit AeroSystems Holdings, Inc. Union Equity Participation Program*
	10.13			Spirit AeroSystems Holdings, Inc. Director Stock Plan
	10.14			Form of Indemnification Agreement*

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	10.15			Intercompany Agreement, dated June 30, 2005, by and among Onex Partners Manager L.P. and Spirit AeroSystems, Inc.
	10.16			Consulting Agreement, dated as of February 25, 2005, between Gephardt and Associates LLC and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.).
	10.17			Amended and Restated Credit Agreement, dated as of July 20, 2005, among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, the guarantors party thereto, Citicorp North America, Inc. and the other lenders party thereto.
	10.18			Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of December 11, 2005, among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, the guarantors party thereto, Citicorp North America, Inc. and the other lenders party thereto.
	10.19			Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of March 31, 2006, among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, the guarantors party thereto, Citicorp North America, Inc. and the other lenders party thereto.
	10.20			Security Agreement, dated as of June 16, 2005, made by Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, 3101447 Nova Scotia Company, Onex Wind Finance LLC and Citicorp North America, Inc., as collateral agent.
	10.21			Credit Agreement, dated as of June 16, 2005, among Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Onex Wind Finance LP, 3101447 Nova Scotia Company, the other guarantor party thereto, and The Boeing Company.
	10.22			Security Agreement, dated as of June 16, 2005, made by Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), Spirit AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems Holdings, Inc.), Spirit AeroSystems Finance, Inc. (f/k/a Mid-Western Aircraft Finance, Inc.), Onex Wind Finance LP, 3101447 Nova Scotia Company, Onex Wind Finance LLC and The Boeing Company, as agent.
	10.23			Special Business Provisions (Sustaining), dated as of June 16, 2005, between The Boeing Company and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.).†
	10.24			General Terms Agreement (Sustaining and others), dated as of June 16, 2005, between The Boeing Company and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.).†
	10.25			Hardware Material Services General Terms Agreement, dated as of June 16, 2005, between The Boeing Company and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.).†
	10.26			Ancillary Know-How Supplemental License Agreement between The Boeing Company and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc.), entered into as of June 16, 2005.†
	10.27			Sublease Agreement, dated as of June 16, 2005, among The Boeing Company, Boeing IRB Asset Trust and Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems, Inc).
	11.1			Statement regarding computation of earnings per share*
	21.1			Subsidiaries of Spirit AeroSystems Holdings, Inc.
	23.1			Consent of PricewaterhouseCoopers LLP
	23.2			Consent of Deloitte & Touche LLP
	23.3			Consent of Kaye Scholer LLP (included in Exhibit 5.1)*
	24.1			Powers of Attorney of the directors of Spirit AeroSystems Holdings, Inc. (included in the signature page to the registration statement)

*	To be filed by amendment

†	Confidential treatment requested. Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission.

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Item 17.	Undertakings

	(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	SPIRIT AEROSYSTEMS HOLDINGS, INC.

	By:	/s/ Ulrich Schmidt

	Ulrich Schmidt
	Chief Financial Officer

Signature				Title		Date
/s/ Jeffrey L. Turner   Jeffrey L. Turner				President and Chief Executive Officer (Principal Executive Officer)		June 29, 2006
/s/ Ulrich Schmidt   Ulrich Schmidt				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)		June 29, 2006
/s/ D. Randolph Davis   D. Randolph Davis				Corporate Controller (Principal Accounting Officer)		June 29, 2006
/s/ Seth Mersky   Seth Mersky				Director		June 29, 2006
/s/ Nigel Wright   Nigel Wright				Director		June 29, 2006

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