REQUEST TO EXAMINE To: Spirit AeroSystems Holdings, Inc. via its

OFFICE OF THE ATTORNEY GENERAL

ONSUMER PROTECTION DIVISION

REQUEST TO EXAMINE

To:

Spirit AeroSystems Holdings, Inc.

via its Registered Agent

Corporation Service Company

211

E. 7

Street, Suite 620

Austin, Texas 78701

Via CMRRR: 7011 2000 0001 8543 7614

Via F

irst Class Mail

Return Date:

April 17, 2024

Re: The Office of the Attorney General’s Investigation of Spirit AeroSystems

Holdings, Inc.

The Office of the Attorney General, as the representative of the public’s interest, has

authority to investigate the organization, conduct, and management of any filing entity or foreign

filing entity within the meaning of the Texas Business Organizations Code in order to evaluate if

the entity has been or is engaged in acts or conduct that violate its governing documents or any

laws of this state. Tex. Bus. Org. Code § 12.153.

Spirit AeroSystems Holdings, Inc. (“Spirit”), is a foreign filing entity within the meaning

of the Texas Business Organizations Code. Pursuant to this office’s specific authority under Texas

law, including Texas Business and Organizations Code Section 12.151, et seq., the Office of the

Attorney General is undertaking an investigation into the organization, conduct, and management

of Spirit.

In addition, the Office of the Attorney General is issuing this Request to Examine (RTE)

under Tex. Bus. Org. Code §§ 12.151-152, requesting that Spirit produce the documents set forth

in Attachment “A.” You are to make available the documentary material described in Exhibit “A”

to the undersigned Assistant Attorney General or other authorized agent(s) identified by the

Consumer Protection Division (“Division”). This documentary material may be sent electronically

or by certified mail to the Office of the Attorney General, 300 W. 15th. Street, 9th Floor, Austin,

TX 78701, and is due on April 17, 2024. If providing documents electronically, please provide

them to Ryan Hanlan at [email protected]. Please contact one of the persons listed

below upon receipt in order to discuss and the logistics of producing the requested documents

to the Consumer Protection Division.

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NOTICE

Duty to Supplement

Spirit AeroSystems Holdings, Inc. and its board and officers are given notice that this RTE

remains effective until the Office of the Attorney General’s investigation is complete, and that

Spirit has a continuing duty to supplement its responses and to continue to produce documents and

records that are within the scope of these requests. Additionally, as the investigation progresses,

the Attorney General may request additional documents pursuant to one or more Supplemental

Requests to Examine.

TAKE NOTICE THAT pursuant to Sections 12.155-12.156 of the Tex. Bus. & Org. Code, a foreign

filing entity or filing entity that fails or refuses to permit the Attorney General to examine or make

copies of a record, without regard to whether the record is located in this state, forfeits the right of

the entity to do business in this state, and the entity’s registration or certificate of formation shall be

revoked or terminated.

Further, a managerial official or other individual having the authority to manage the affairs of a

filing entity or foreign filing entity commits an offense if the official or individual fails or refuses to

permit the Attorney General to make an investigation of the entity or to examine or to make copies

of a record of the entity. An offense under this section is a Class B misdemeanor.

ISSUED THIS 28th day of March 2024.

/s/ Scott Froman

Scott Froman, Assistant Attorney General

Consumer Protection Division

Office of the Attorney General

(512) 463-1264 (phone)

(512) 370-9125 (fax)

scott.froman@oag.texas.gov (email)

Other Authorized Agents:

Ryan Hanlan, Investigator

Consumer Protection Division

Office of the Attorney General

(512) 936-3354 (phone)

(512) 370-9125 (fax)

[email protected] (email)

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ATTACHMENT “A”

Instructions

1. Read These Instructions/Definitions Carefully. Your production must comply with these

instructions and definitions.

2. Duty to Preserve Documents. All documents and/or other data which relate to the subject

matter or requests of this RTE must be preserved. Any ongoing, scheduled, or other process of

document or data destruction involving such documents or data must cease even if it is your

normal or routine course of business for you to delete or destroy such documents or data and

even if you believe such documents or data are protected from discovery by privilege or

otherwise. Failure to preserve such documents or data may result in legal action and may be

regarded as spoliation of evidence under applicable law.

3. Relevant Dates. Unless otherwise noted, the requests in this RTE require production of

documents from January 1, 2022, to the date of the production of documents in response to this

RTE, herein called “the relevant time period.”

4. Custody and Control. In responding to this RTE, you are required to produce not only all

requested documents in your physical possession, but also all requested documents within your

custody and control. A document is in your custody and control if it is in the possession of another

person and you have a right to possess that document that is equal or superior to that other person’s

right of possession. On the rare occasion that you cannot obtain the document, you must provide

an explanation as to why you cannot obtain the document which includes the following

information:

a. the name of each author, sender, creator, and initiator of such document;

b. the name of each recipient, addressee, or party for whom such document was intended;

c. the date the document was created;

d. the date(s) the document was in use;

e. a detailed description of the content of the document;

f. the reason it is no longer in your possession, custody, or control; and

g. the document’s present whereabouts.

If the document is no longer in existence, in addition to providing the information indicated above,

state on whose instructions the document was destroyed or otherwise disposed of, and the date and

manner of the destruction or disposal.

5. Non-identical Copies to be Produced. Any copy of a document that differs in any

manner, including the presence of handwritten notations, different senders or recipients, etc. must

be produced.

6. No Redaction. All unprivileged materials or documents produced in response to this RTE

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shall be produced in complete unabridged, unedited, and unredacted form, even if portions may

contain information not explicitly requested, or might include interim or final editions of a

document.

7. Document Organization. Each document and other tangible thing produced shall be

clearly designated as to which request, and each sub-part of a request, that it satisfies. The

documents produced shall be identified and segregated to correspond with the number and

subsection of the request.

8. Production of Documents. You may submit photocopies (with color photocopies where

necessary to interpret the document) in lieu of original hard-copy documents if the photocopies

provided are true, correct, and complete copies of the original documents. If the requested

information is electronically stored information, it shall be produced in electronic form.

Electronically stored information shall be produced with the accompanying metadata, codes, and

programs necessary for translating it into usable form, or the information shall be produced in a

finished usable form. For any questions related to the production of documents you may consult

with the Office of the Attorney General representatives above.

9. Privilege Log. For each Document and any other requested information that you assert

is privileged or for any other reason excludable from production, please provide a privilege log,

wherein you:

a. Identify that Document and other requested information;

b. State each specific ground for the claim of privilege or other ground for exclusion and

the facts supporting each claim of privilege or other ground for exclusion;

c. State the date of the Document or other requested information; the name, job title, and

address (including city, state and ZIP Code) of the person who prepared it; the name,

address (including city, state, and ZIP Code), and job title of the person to whom it was

addressed or circulated or who saw it; and the name, job title, and address (including

city, state, and ZIP Code) of the person now in possession of it; and

d. Describe the type and subject matter of the Document or other requested information.

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Definitions

1. “You,” “your,” “the business,” “Spirit AeroSystems” or “Spirit” means Spirit

AeroSystems Holdings, Inc., their past and present officers, employees, agents and representatives,

parents and predecessors, divisions, subsidiaries, affiliates, partnerships and joint ventures, and

includes all persons and entities acting or purporting to act under the guidance or on behalf of any

of the above. The terms “subsidiary,” “affiliate,” and “joint venture” refer to any firm in which

there is total or partial ownership (25 percent or more) or control between the company and any

other person or entity.

2. “Boeing” means The Boeing Company, their past and present officers, employees, agents

and representatives, parents and predecessors, divisions, subsidiaries, affiliates, partnerships and

joint ventures, and includes all persons and entities acting or purporting to act under the guidance

or on behalf of any of the above. The terms “subsidiary,” “affiliate,” and “joint venture” refer to

any firm in which there is total or partial ownership (25 percent or more) or control between the

company and any other person or entity.

3. The words “and” and “or” shall be construed either conjunctively or disjunctively as

required by the context to bring within the scope of the request, any document(s) that might be

deemed outside its scope by another construction.

4. “Communication” means any conversation, discussion, letter, email, correspondence,

memorandum, meeting, note, or other transmittal of information or message, whether transmitted

in writing, orally, electronically, or by any other means.

5. “Complaint” means the Amended Class Action Complaint for Violations of the Federal

Securities Laws, Hang Li, Individually and on Behalf of All Others Similarly Situated v. Spirit

AeroSystems Holdings Inc., Tom Gentle III, and Mark J. Suchinski; Case No. 1:23-cv-03722-PAE

in the United States District Court Southern District of New York.

6. “Concerning” or “Relating to” or “Related to” means related to, referring to, pertaining

to, concerning, describing, regarding, evidencing, or constituting.

7. “DEI” means diversity, equity, and inclusion.

8. “DEI Policy” is meant to be construed in its broadest possible sense to refer to any policy,

memorandum, or other memorialization of the practices described at

https://careers.spiritaero.com/dei including, but not limited to, memorialization of how Spirit

“work[s] to build an inclusive culture,” “create[s] an environment where all employees feel

welcomed,” and “[c]ultivat[es] a culture of diversity, equity and inclusion.”

9. “Document” shall be construed in the broadest sense possible and encompasses any

electronically stored information, writings, drawings, graphs, charts, photographs, sound

recordings, images, and other data or data compilations—stored in any medium from which

information can be obtained either directly or, if necessary, after translation by Spirit into a

reasonably usable form. Although it does not limit the scope of this RTE, the definition and

interpretation of “document” under the Texas Rules of Civil Procedure provides a useful reference

point.

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10. “Entity” means legal or business entity of any kind and includes, without limitation,

corporations, partnerships, joint ventures, associations, governmental bodies, and trusts.

11. “Incentive Compensation Plan” refers to the plan described in paragraph 320 of the

Complaint in the Lawsuit styled Hang Li, Individually and on Behalf of All Others Similarly

Situated v. Spirit AeroSystems Holdings Inc., Tom Gentle III, and Mark J. Suchinski; Case No.

1:23-cv-03722-PAE in the United States District Court Southern District of New York.

12. “Including” means including, but not limited to.

13. “Lawsuit” means Hang Li, Individually and on Behalf of All Others Similarly Situated v. Spirit

AeroSystems Holdings Inc., Tom Gentle III, and Mark J. Suchinski; Case No. 1:23-cv-03722-

PAE in the United States District Court Southern District of New York.

14. “Mis-drilled Aft Pressure Bulkhead Holes Defect” refers to the defect described in

paragraph 10 of the Complaint in the Lawsuit.

15. “Person” means any natural person or any legal entity, including, without limitation, any

corporation, company, limited liability company or corporation, partnership, limited

partnership, association, or firm.

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Requests: Documents to be Produced

In accordance with the requirements set forth in the “Definitions” and “Instructions”

sections of this RTE, you are specifically required produce the following:

By April 17, 2024:

1. Produce Spirit’s Communications to its investors in which it disclosed the issue regarding

the Mis-Drilled Aft Pressure Bulkhead Holes Defect in Spirit’s products.

2. Produce Spirit’s Communications to Boeing where Spirit disclosed or discussed the Mis-

Drilled Aft Pressure Bulkhead Holes Defect.

3. Produce Documents regarding all reports, records, complaints, or investigative reports

regarding the Mis-Drilled Aft Pressure Bulkhead Holes Defect.

4. Produce all Communications written by or to Ryan Clark, Steve Aubuchon, or Scott

Grabon between February 15, 2022 and March 1, 2022.

5. Produce Documents sufficient to show how Spirit’s inspection team changed its procedures

for documenting defects on or around February 22, 2022. This request specifically relates

to the facts contained in Exhibit B of the Complaint.

6. Produce Documents sufficient to identify all corrective measures taken by Spirit to address

or rectify the issues that led to Spirit being placed on probation by Boeing in or around

2018.

7. Produce all meeting minutes of Spirit’s Global Diversity & Inclusion Council(s). Meeting

minutes is defined to include any document that memorializes the agenda or discussion of

any meetings held by these groups.

8. Produce any Documents that Spirit relies on to substantiate its claim that a diverse

workplace improves product quality and /or “enhance[s] performance” and/or “helps

[Spirit] . . . make better decisions.”

9. Produce Documents sufficient to identify Spirit’s employee demographics for race,

national origin, sexual orientation, and age before Your DEI Policy was enacted.

10. Produce Documents sufficient to identify Spirit’s employee demographics for race,

national origin, sexual orientation, and age as of January 1, 2024.

11. Produce Documents sufficient to identify the demographic characteristics for all personnel

affected by layoffs by You in 2020. This includes, but is not limited to, the “workforce

reductions of 2,800 employees in Wichita, Kansas and 400 employees in Oklahoma”

referred to at: https://www.spiritaero.com/pages/release/spirit-aerosystems-actions-in-

response-to-covid-19/.

https://careers.spiritaero.com/dei.

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12. Produce Spirit’s procedures, guidelines, and/or details of its Incentive Compensation Plan.

13. Produce Joshua Dean’s personnel file during his employment at Spirit, including any

disciplinary actions and / or termination of employment by Spirit.

14. Produce all Documents and Communications related to Joshua Dean’s termination,

including the decision to terminate.