(1)Table Working capital is defined as current assets (excluding cash and cash equivalents) less current liabilities (excluding current portion of long-term debt). Certain balances in prior periods have been conformed to the current presentation.Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x	ANNUAL REPORT ON FORM 10-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~fiscal~~ year ended December 31, ~~2010.~~2011

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

For the transition period from to

Commission File Number 333-147828

Hawker Beechcraft Acquisition Company, LLC

Hawker Beechcraft Notes Company

(Exact Name of Registrant as Specified in its Charter)

Delaware

71-1018770 20-8650498

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

10511 East Central, Wichita, Kansas 67206

(Address of Principal Executive Offices) (Zip Code)

(316) 676-7111

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No x

No membership interests in Hawker Beechcraft Acquisition Company, LLC and no common shares of Hawker Beechcraft Notes Company are held by non-affiliates.

Table of Contents

			Page
Part I
	Item 1.	Business		4
	Item 1A.	Risk Factors		1110
	Item 1B.	Unresolved Staff Comments		2221
	Item 2.	Properties		2221
	Item 3.	Legal Proceedings		2322
	Item 4.	Mine Safety Disclosures		23
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		2423
	Item 6.	Selected Financial Data		2423
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		42
	Item 8.	Financial Statements and Supplementary Data		43
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		9294
	Item 9A.	Controls and Procedures		9294
	Item 9B.	Other Information		9295
Part III
	Item 10.	Directors, Executive Officers, and Corporate Governance		9395
	Item 11.	Executive Compensation		99100
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		~~118~~121
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		~~119~~122
	Item 14.	Principal Accountant Fees and Services		~~121~~124
Part IV
	Item 15.	Exhibits and Financial Statement Schedules		~~122~~125
	Signatures			132
	Schedule II – Valuation and Qualifying Accounts			134

FORWARD-LOOKING STATEMENTS

All statements that are not reported financial results or other historical information are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This Annual Report on Form 10-K includes forward-looking statements including, for example, statements about our business outlook, our products, including the timing of new product introductions, and the markets in which we operate, including growth of our various markets and our expectations, beliefs, plans, strategies, objectives, prospects, and assumptions for future events or performance. These forward-looking statements are not guarantees of future performance. Forward-looking statements are based on management’s assumptions and assessments in light of past experience and trends, current conditions, expected future developments and other relevant factors. They are also based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by, the forward-looking statements. Among the factors that could cause actual results to differ materially from those described or implied in the forward-looking statements are ~~general~~the ~~business~~substantial leverage and ~~economic~~debt ~~conditions;~~service ~~production~~resulting ~~delays~~from ~~resulting~~our ~~from~~indebtedness; ~~lack~~our ofability ~~regulatory~~to ~~certifications,~~successfully complete our restructuring activities; disruption in supply from key vendors; work stoppages at our operations facilities,; ~~disruption~~disruptions into ~~supply~~our ~~from~~operations ~~key~~due ~~vendors~~to our computer system upgrade during the three months ended September 30, 2011, and ~~other~~any ~~factors;~~impact ~~competition~~that insuch upgrade may have had or may continue to have on our ~~existing~~internal controls; general business and ~~future~~economic ~~markets~~conditions; lack of market acceptance of our products and services; ~~the~~competition in ~~substantial~~our ~~leverage~~existing and ~~debt~~future ~~service resulting from our indebtedness~~markets; loss or retirement of key executives,; our ability to attract and retain highly talented professionals; any unfavorable resolution of legal proceedings; and other risks disclosed in our filings with the Securities and Exchange Commission.

In addition to specific factors described in connection with any particular forward-looking statement, factors that could cause actual results to differ materially include, but are not limited to, those discussed under the sections Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” ~~You~~These ~~should review carefully these~~ sections of this Annual Report should be reviewed for a more complete discussion of these risks and other factors that may affect our business.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth or referred to above. Except as required by law, we are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

Item 1.

Business

Basis of Presentation

As used in this annual report, unless the context indicates otherwise:

• The terms “we,” “our,” “us,” the “Company,” “Successor,” ~~and~~ “Hawker Beechcraft” and “HBAC” refer to Hawker Beechcraft Acquisition Company, LLC ~~(“HBAC”)~~ and its subsidiaries.

•

“HBI” refers to Hawker Beechcraft, Inc., the direct parent company of HBAC.

• “Raytheon” refers to Raytheon Company. “~~RA” or “~~Raytheon Aircraft” refers to certain subsidiaries of Raytheon which made up essentially the business acquired by HBI. RARaytheon Aircraft is also referred to as the “Predecessor” in certain sections of this annual report. Raytheon was the Predecessor’s parent company.

• ~~The term~~ “~~senior notes~~HBNC” refers to ~~$400.0~~Hawker ~~million~~Beechcraft ~~of 8.5% Senior Fixed Rate~~ Notes ~~due April 1~~Company, ~~2015~~a ~~and $400.0 million of 8.875%/9.625% Senior PIK~~wholly-~~Election~~owned ~~Notes~~subsidiary ~~due April 1, 2015~~ of HBAC ~~and~~which ~~Hawker~~was ~~Beechcraft~~formed ~~Notes~~to ~~Company~~co-issue ~~(“HBNC”)~~certain ~~that~~debt ~~were~~obligations. ~~registered~~HBNC ~~under~~has ~~the~~no ~~Securities Act of 1933~~operations, asassets ~~well~~or ~~as substantially identical notes that were issued in March 2007 and surrendered by the holders in exchange for the registered notes~~revenues.

• The term “notes” refers to the senior notes and $300.0 million of 9.75% Senior Subordinated Notes due April 1, 2017 (the “senior subordinated notes”) of HBAC and HBNC that were registered under the Securities Act of 1933, as well as substantially identical notes that were issued in March 2007 and surrendered by the holders in exchange for the registered notes.

Although HBNC is a co-issuer of the notes, we do not expect HBNC to have any operations, assets or revenues. Additionally, HBNC may be dissolved in the event of a future conversion of HBAC into a corporation.

Market Data Used in this Report

Certain market and industry data ~~included~~presented in this annual report, ~~and~~including our market position ~~and~~along with the positions of our competitors ~~within these markets~~, are based on ~~estimates of our~~ management, ~~which are primarily based on our management’s knowledge and experience in the markets in which we operate~~estimates. Although we believe ~~all~~our ~~of these~~ estimates ~~were~~are reasonably derived, ~~you~~undue reliance should not ~~place~~be ~~undue~~placed ~~reliance~~ on them as estimates are inherently uncertain. Other market and industry data isare derived from ~~information obtained from~~ market research firms, including information published by the General Aviation Manufacturers Association (“GAMA”), Forecast International, Inc., the Teal Group and Honeywell Aerospace. While we believe the industry sources used are generally reliable, we have not independently verified data from these sources or obtained third party verification of market share data and do not guarantee the accuracy or completeness of this information. Data regarding our industry is intended to provide general guidance ~~but is inherently imprecise~~. ~~Market~~However, market share data is subject to change and cannot always be verified with certainty due to limits on the availability and reliability of raw data regarding the specific market segments that we serve, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, customer preferences can and do change. As a result, ~~you should be aware that share,~~ market size, relative positions within industry segments and ~~other~~ other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable.

In certain parts of ~~this~~ this annual report, we state statistics or market positions of certain “families” of aircraft (e.g., the Hawker 987 family refers to the 900, 800/850 and 750 models). In this context, the family of a particular model includes the current ~~type~~ type design, its current derivative products and any previous versions of the aircraft produced using the same type design. In the case of the King Air family, it refers to ~~all~~the ~~three~~ current King Air models, their current derivatives and any previous ~~King~~ King Air models.

Our Company

Hawker Beechcraft is a ~~world-~~leading manufacturer of business, special mission and trainer/attack aircraft; designing, marketing and supporting aviation products and services for businesses, governments ~~and~~ and individuals worldwide. ~~The~~We ~~Company~~have ~~leads~~an ~~the~~extensive ~~industry with a~~ global network of more than 100 ~~factory~~company-owned and company-authorized service centers in over 30 countries to support an estimated installed fleet of more than 3734,000 aircraft.

4Our business was formerly owned by Raytheon. On March 26, 2007, HBI purchased Raytheon Aircraft Acquisition Company, LLC (which has been renamed Hawker Beechcraft Acquisition Company, LLC) and substantially all of the assets of Raytheon Aircraft Services Limited from Raytheon and some of its affiliates (the “Acquisition”). Following the Acquisition, HBI contributed to us the equity interest of the entity purchasing the assets of Raytheon Aircraft Services Limited.

Our business was formerly owned by Raytheon. On March 26, 2007, HBI purchased Raytheon Aircraft Acquisition Company, LLC (which has been renamed Hawker Beechcraft Acquisition Company, LLC) and substantially all of the assets of Raytheon Aircraft Services Limited from Raytheon and some of its affiliates. We refer to this transaction when we use the term “Acquisition”. Following the Acquisition, HBI contributed the equity interest of the entity purchasing the assets of Raytheon Aircraft Services Limited to us.

Business Segment Information

We conduct our business through three segments: Business and General Aviation, Trainer/Attack Aircraft and Customer Support. ~~A description of our business segments is set forth below.~~ Segment financial information can be found in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8 “Financial Statements and Supplementary Data” of this annual ~~Annual Report~~report.

Business and General Aviation

Our Business and General Aviation segment designs, develops, manufactures, markets and delivers commercial and specially modified general aviation aircraft. The segment manufactures one of the broadest product lines in the industry, including business jet, turboprop and piston aircraft, under the Hawker® and Beechcraft® brands. We believe our extensive product line, as described below, enables us to attract and retain a broad range of ~~corporate,~~products ~~fractional~~under ~~and charter operators and~~the ~~individual~~Hawker® ~~customers worldwide. Our Business~~ and General Aviation segment sells aircraft through various distribution channels, including direct single unit retail sales, fleet (multiple units) sales to larger operators and our authorized dealer network. For the years ended December 31, 2010, 2009 and 2008, respectively, sales in the Business and General Aviation segment were approximately 60%, 71%, and 77% of total consolidated sales.

~~Business~~4 ~~Jets. Our business jet offerings include the Hawker 4000, the Hawker 987 family, the Hawker 400XP, the Hawker 200 and the Beechcraft Premier IA.~~

The Hawker 4000 received Federal Aviation Administration (“FAA”) type and production certification in June 2008. The flagship of the Hawker line, the composite fuselage Hawker 4000 sets the standard for quality, performance and value in the super-midsize business jet class. With a 3,280 nautical mile non-stop range and cruise speeds up to Mach 0.84, it features a sophisticated composite fuselage, all metal supercritical wing, powerful Pratt & Whitney Canada FADEC-controlled engines and state-of-the-art Honeywell Primus EPIC avionics. According to GAMA data, the Hawker 4000 had a 33% share of the super midsize aircraft segment in 2010.

We began deliveries of the Hawker 900XP in 2007. From the best-selling midsized business jet lineage (the Hawker 800 series), the Hawker 900XP has combined new Honeywell engines with enhanced winglets, an approximate 2,900 nautical mile non-stop range and a large cabin for increased performance, range, efficiency, comfort and compelling value.

In 2008, we began deliveries of the Hawker 750, an offering in the light midsize aircraft segment with additional cargo capacity, state-of-the-art avionics, a wider cabin than typical aircraft in its class and a range of approximately 2,200 nautical miles that is well suited for European-based operators. According to the GAMA data, the Hawker 900XP family had a combined 36% share of the midsize aircraft segment and 12% of the light midsize aircraft segment in 2010.

With the largest cabin of any comparable aircraft, the Hawker 400XP has been one of the preferred light jets for the fractional market and corporations worldwide. It is the fastest light business jet of its class. In response to the challenging market, HBC announced it is suspending production of the Hawker 400XP light jet in 2011 until such time market demand improves.

Truly an advanced technology light jet, the Premier IA offers customers an industry-leading combination of speed, cabin size and efficiency. With its single-pilot certification, advanced composite construction, seven-passenger seating and a top cruise speed of more than 500 miles per hour, the Premier IA offers operational flexibility. According to GAMA data, the Premier IA had an 8% share of the entry level aircraft segment in 2010.

Introduced in October 2010 and evolving from the Premier IA, the Hawker 200 is a new light business jet that features higher cruise speeds, a 20% longer range and increased payload. The Hawker 200 still offers the largest cabin and is a technologically advanced single-pilot business jet. Its performance, cabin and technology provide an ideal light jet choice for pilot owners and business operators. On a typical mission, it can cruise at 450 knots, fly at 43,000 feet and travel more than 1,200 nautical miles nonstop. This incredible performance comes with lower acquisition and operating costs than, we believe, any competitor can offer.

~~Turboprops.~~ Beechcraft® ~~King~~brands ~~Air~~that isenables us to attract and retain a broad ~~leading~~range ~~name~~of incorporate, ~~turboprop~~fractional and charter operators as well as individual customers worldwide. The Business and General Aviation segment also manufactures and provides aircraft, ~~with~~parts ~~approximately~~to ~~41%~~our Trainer/Attack Aircraft and Customer Support ofsegments ~~the~~and ~~passenger~~sells ~~turboprop~~used ~~market~~general aviation aircraft which may be received as a trade-in ~~2010,~~during ~~according~~a tonew ~~the~~aircraft ~~GAMA~~sales ~~data~~transaction.

~~The~~Under ~~King Air family is sold under~~ the ~~Beechcraft®~~Hawker brand ~~and is currently comprised of the King Air 350i~~, ~~B200GT/250~~our ~~and~~Hawker ~~C90GTx,~~business ~~and~~jet ~~has~~product ~~ranges~~line ~~of approximately~~offers ~~1,800,~~the ~~1,600~~Hawker ~~and 1~~4000,~~300~~ ~~nautical~~Hawker ~~miles,~~987 ~~respectively. The King Air 350i~~family, ~~B200GT/250~~ and ~~C90GTx~~Hawker ~~typically are configured to carry nine passengers, seven passengers and five passengers, respectively, and can all be operated by a single pilot~~400XP. ~~Its~~In squared-oval cabin design provides a spacious feel in the interior. The King Air 350i is the flagship of the King Air models with the most advanced performance and largest interior seating capacity. Now equipped with the Rockwell CollinsDecember ~~Venue™ cabin management system and state-of-the-art Beechcraft FlexCabin capability~~2011, ~~the~~we ~~new~~also ~~King~~slowed ~~Air 350i sets~~ the ~~standard~~pace ~~in cabin comfort, entertainment and flexibility while delivering unmatched fuel efficiency and the lowest operating cost per seat mile, making it one~~ of the ~~greenest~~Hawker ~~aircraft~~200 ~~available~~certification toprogram ~~business~~until ~~travelers~~indicators ~~today.~~reflect ~~The King Air B200GT cruises at 35,000 feet and handles runways as short as 2,600 feet. It also offers~~ a ~~comparatively~~healthier ~~low~~light ~~maintenance cost for its class and hourly operating costs lower than~~ jet ~~competitors. The King Air B200GT entered the~~ market ~~as a direct response to customer feedback desiring faster cruise speeds~~. ~~The~~At ~~King Air B200GT has a maximum cruise speed of 305 knots as a result of a new engine developed specifically for~~ the ~~King~~same ~~Air B200GT. In October 2010~~time, ~~Hawker Beechcraft announced~~ the ~~new~~decision ~~King~~was ~~Air~~made ~~250.~~to ~~Building~~temporarily onhalt aproduction ~~reputation~~ of ~~proven performance,~~ the ~~next-generation~~Hawker ~~King~~750 ~~Air~~model ~~250~~until ~~features~~market ~~composite~~demand ~~winglets and lightweight composite propellers, delivering improved runway performance, range, speed and enhanced climb~~improves. ~~The King Air 250 further defines mission reliability with a ram air recovery system that maintains peak performance when the anti-icing system~~ ~~is activated, resulting in a high-performance, all-weather aircraft. First deliveries of the King Air 250 are expected in second quarter 2011.~~

InUnder ~~2009~~the Beechcraft brand, ~~the~~our ~~company~~business ~~announced~~jet ~~the~~product ~~launch~~line ofoffers the ~~Beechcraft~~Premier ~~King~~IA, ~~Air~~our ~~C90GTx.~~turboprops ~~Key~~product ~~enhancements~~line tooffers the ~~new~~ King Air ~~C90GTx~~family, ~~include~~and anour ~~increase~~piston inproduct ~~gross~~line ~~weight~~offers ~~and~~ the ~~addition~~Baron ofG58 ~~composite winglets, which improve climb performance~~ and ~~further~~Bonanza ~~increase fuel efficiency~~G36. The ~~C90GTx~~King ~~features~~Air a250 ~~cabin~~was 50introduced ~~percent~~in ~~larger~~October ~~than~~2010 ~~some~~and ~~very~~received ~~light~~type ~~jets~~certification ~~and~~from ~~seats~~the upFederal toAviation ~~seven~~Administration ~~passengers~~(“FAA”) in ~~its~~June ~~famed squared-oval design, allowing greater passenger comfort~~2011. ItDeliveries ~~includes~~commenced animmediately ~~in-flight accessible, heated and pressurized baggage storage area along with a private aft lavatory as standard~~thereafter.

~~Pistons.~~ Our ~~entry-level~~Business ~~piston~~and ~~aircraft,~~General ~~the~~Aviation ~~Beechcraft~~segment ~~Baron~~also ~~and Beechcraft Bonanza models~~markets, ~~are~~produces ~~leaders~~and insupports ~~the~~a ~~executive~~range ~~piston~~of ~~aircraft~~special ~~market.~~mission ~~The~~aircraft ~~twin-engine~~for ~~Baron~~militaries ~~G58~~ and ~~single-engine~~governments ~~Bonanza~~worldwide. ~~G36~~Versions ~~can~~of ~~carry~~the upBeechcraft toturboprops, ~~five~~pistons, ~~passengers~~Hawker 400XP and ~~can~~Hawker be800 ~~operated~~family bythat ~~one pilot. Both models~~ have abeen ~~sophisticated~~customized ~~avionics~~for ~~suite~~special ~~and~~missions ~~one~~are ofcurrently ~~the most advanced autopilot systems offered~~ in ~~piston~~ ~~aircraft~~service ~~today~~worldwide.

~~The~~We ~~twin-engine~~sell ~~piston~~our ~~aircraft~~Business ~~that~~and ~~pilots~~General ~~aspire~~Aviation toaircraft ~~own,~~through ~~the~~various ~~Baron~~distribution ~~G58~~channels, ~~offers unmatched~~including ~~performance~~direct ~~and~~retail ~~range/payload~~sales ~~capabilities~~and inour authorized ~~its~~dealer ~~segment~~network. ItBusiness ~~also~~and ~~features~~General aAviation ~~premium~~segment ~~cabin~~sales ~~that~~were ~~provides~~53%, ~~the~~60% ~~best~~and ~~ride~~71% of ~~any~~total ~~twin-engine~~consolidated ~~aircraft,~~sales ~~including flexible seating that allows~~ for ~~seating~~the ofyears ~~two~~ended December 31, ~~four or six people~~2011, ~~with~~2010 ~~the option to reconfigure~~ and ~~remove~~2009, ~~seats to accommodate mission needs and large baggage items~~respectively. ~~Its flight deck includes fully integrated Garmin G1000® avionics with a GFC 700 flight control system and new GWX 68 color weather radar.~~

~~The~~Trainer/Attack ~~Bonanza~~Aircraft G36 is the most prestigious high-performance single-engine piston on the market, offering six-passenger comfort and cabin flexibility not found in similarly priced four-seat aircraft. The Bonanza G36 also features Garmin G1000® avionics and a GFC 700 flight control system, making the best selling personal aircraft the most capable Bonanza yet.

~~Special~~Our ~~Mission~~Trainer/Attack Aircraft. ~~Hawker~~segment ~~Beechcraft~~designs, ~~also~~develops, ~~markets~~manufactures, ~~produces~~markets and ~~supports~~sells amilitary ~~whole~~training ~~range~~and ~~of special-mission~~light attack aircraft ~~for~~to ~~militaries~~the U.S. and ~~governments~~foreign ~~worldwide~~governments. ~~Missionized~~The ~~versions~~segment ofmanufactures our primary military trainer aircraft, the ~~Beechcraft~~T-6 ~~King~~Texan ~~Air~~II ~~series~~(“T-6”). ~~and~~In ~~pistons~~1995, asRaytheon ~~well~~Aircraft aswas ~~Hawker~~awarded ~~400XP~~the U.S. Air Force and ~~Hawker~~the ~~800~~U.S. ~~series,~~Navy’s ~~are~~Joint ~~currently~~Primary inAircraft ~~service~~Training ~~worldwide~~System (“JPATS”) program. ~~Our~~Under ~~new~~this ~~Beechcraft~~program, ~~King~~we ~~Air~~continue to ~~350ER~~be ~~offers~~the ~~extended~~sole ~~range~~source provider to the U.S. Air Force and athe ~~variety~~U.S. Navy of ~~surveillance~~their ~~radar~~primary military trainer aircraft. As the JPATS program nears completion, ~~ISR~~we continue to pursue alternative customers for the T-6 family of aircraft, ~~air~~primarily ~~ambulance~~in foreign markets. The expiration of the contract will likely cause the revenues within this segment to decrease and ~~special-mission~~could ~~capabilities~~cause them to be more unstable on a prospective basis.

~~Trainer/~~The ~~Attack~~ T-6 family is comprised of four variants; the T-6A, T-6B, T-6C and AT-6. Through December 31, 2011, Hawker Beechcraft and Raytheon Aircraft have delivered over 700 trainer aircraft, including over 600 under the JPATS contracts and 130 to international customers. We continued to invest in the AT-6, the light attack aircraft being offered by Hawker Beechcraft during 2011. In November 2011, the U.S. Air Force notified us that the AT-6 was excluded from its Light Air Support bidding process. As discussed in Item 3 “Legal Proceedings” we contested this decision and we received notice on February 28, 2012, that the Air Force set aside the previous contract awarded to a competitor.

~~Our~~In addition, our Trainer/Attack Aircraft segment ~~designs,~~provides ~~develops, manufactures, markets and sells military~~ training ~~aircraft~~ and ~~spares.~~logistics ~~Its~~support ~~customers include the U.S.~~ and ~~foreign~~aftermarket ~~governments. The segment manufactures our primary military trainer aircraft, the T-6 Texan II (“T-6”). In 1995, Raytheon Aircraft (RA) was awarded the U.S. Air Force~~ parts and ~~the U~~services.S. ~~Navy’s~~We ~~Joint~~expect ~~Primary Aircraft Training System (“JPATS”) program. Under this program, we continue to be~~ the ~~sole source provider to the~~ U.S. ~~Air~~government Force and the U.S. Navy of their primary military trainer aircraft. Through December 31, 2010, Hawker Beechcraft and RA have delivered 556 trainer aircraft under JPATS contracts, including the 60 T-6B aircraft with upgraded avionics to ~~the~~continue ~~U.S. Navy. In addition, HBC has sold and delivered 110 trainer aircraft~~ to ~~international~~ ~~customers,~~require ~~including~~product 4support ~~T-6C~~for ~~aircraft, the most recent variant of the~~ T-6 ~~trainer.~~trainers Wethrough ~~continue to market the T-6 trainer to certain foreign governments and anticipate additional international awards in the near future~~2050. ~~International customers made up 20% of the deliveries in 2010.~~

We continue to market the T-6 trainer to certain foreign governments and anticipate future additional international awards. International customers made up 31% of the deliveries in 2011. Trainer/Attack Aircraft segment sales were approximately 26%, 24% and 17% of total consolidated sales for the years ended December 31, 2011, 2010 and 2009.

We continue to invest in the AT-6, the Light Attack aircraft being offered by Hawker Beechcraft. This aircraft offers integrated surveillance equipment, data link and “hard point” wings capable of carrying light attack weapons. The prototype completed its initial flight tests in the fall of 2009 and performed successfully at the U.S. Department of Defense Joint Expeditionary Force Experiment (JEFX) in 2010.

Our Trainer/Attack Aircraft segment also provides training and logistics support and aftermarket parts and services. We expect the U.S. Government to continue to require product support for T-6 trainers through 2050.

For the years ended December 31, 2010, 2009 and 2008, respectively, sales in the Trainer/Attack Aircraft segment were approximately 24%, 17% and 9% of total consolidated sales.

Customer Support

Our Customer Support segment provides parts and maintenance services to our estimated installed fleet of more than 3734,000 aircraft. We sell parts from our headquarters in Wichita, Kansas and operate distribution warehouses in Dallas, Texas,; London, England,; Dubai, United Arab ~~Emerates,~~Emirates; and Singapore. Support services include maintenance, repairs and refurbishment, as well as airframe and avionics modifications and upgrades. Our service and support network consists of the largest number of jet and turboprop service centers in the industry, including 10 company-owned service centers in the United States (U.S.), the United Kingdom and Mexico, as well as more than 100 company-authorized third party service centers in 32 countries. For the years ended December 31, 2010, 2009 and 2008, respectively, sales in the Customer Support segment were approximately 16%, 12% and 14% of total consolidated sales.

Support services include maintenance, repairs and refurbishment, as well as airframe and avionics modifications and upgrades. Our extensive aircraft service and support network consists of over 100 company-owned and company-authorized third party service centers in over 30 countries. We continue to selectively add company-owned and company-authorized service centers to support our global customer base.

Customer Support segment sales were 21%, 16% and 12% of total consolidated sales for the years ended December 31, 2011, 2010 and 2009.

Customers and Distribution Methods

Our ~~diverse~~ customer base includes corporations, fractional and charter operators, governments and individuals around the world. We currently have a ~~an extensive~~ global network of general aviation dealers, regional sales representatives and distributors who market our products ~~around the world~~. We ~~employ specialized sales teams for our products. We~~ sell parts through a variety of channels, including our headquarters in Wichita, Kansas, and our 10 company-owned and ~~more than 100~~ company-authorized third party service centers. We also sell support services through our company-owned service centers.

We continue to develop our sales resources to address markets outside the U.S. We currently have the largest installed fleet of turboprop and business jet aircraft in Latin America and Africa, and we believe our King Air products are ideally suited for the level of infrastructure available in many developing nations. We continue to market our T-6A trainers and its derivatives to foreign governments. For the year ended December 31, ~~2010~~2011, 45approximately 41% of our sales were from outside the U.S. For additional information related to our sales derived outside the U.S., see Note 20 to our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

~~For~~During ~~2010~~2011, one customer, the U.S. ~~Government~~government, represented approximately 3031% of our sales, primarily from our Trainer/Attack Aircraft segment. ~~Our top 10 customers represented approximately 43% of sales during the same period.~~ The U.S. ~~Government~~government accounts for a ~~significant~~ substantial portion of our backlog through the JPATS program. A significant reduction in purchases by the U.S. ~~Government~~government could have a material adverse effect on our financial position, results of operations and liquidity.

Competition

Competition in the Business and General Aviation segment is based on price, quality, product support, performance, reliability, product innovation and reputation. The Hawker® and Beechcraft® brands are known for innovation, performance, quality and value, which support the leading market positions for our aircraft. For example, the Hawker 900XP and King Air product families are the best selling business jet and turboprop lines, respectively, in the history of the general aviation industry. Competition is driven by the ability to deliver superior performance and features, such as increased cabin size or range, on a cost-effective basis. We have five major competitors in the business and general aviation industry: Cessna Aircraft Company, Bombardier Aerospace, Gulfstream Aerospace Corporation, Dassault Falcon Jet Corp. and Embraer S.A.

The Trainer/Attack Aircraft segment operates in the military aviation business and is the sole source provider of the ~~world’s~~ ~~best selling~~ primary military trainer aircraft, the T-6 and its variants, to the U.S. Air Force and the U.S. Navy. Outside the U.S., we compete for primary military trainer contracts with companies including Pilatus Aircraft Ltd., Embraer S.A., Korea Aerospace Industries Ltd., Alenia Aermacchi, EADS, Grob Aircraft AG and Lockheed Martin Corporation. It is anticipated the ~~Light~~light ~~Attack~~attack ~~Aircraft~~aircraft will compete primarily with the Super Tucano offered by Embraer Defense Systems.

Competition in the Customer Support segment is based upon price, quality, performance, innovation and reputation. ~~Providing superior~~Direct ~~service~~competition against our parts and ~~support~~maintenance isactivities ~~considered~~comes mostly from a multitude of privately-owned maintenance facilities, repair shops, parts brokers and parts distributors located across the global ~~primary~~market. ~~mission~~Most of these competitors are regionally focused without any significant concentration of market share by any one competitor. Our Customer Support segment seeks to increase our ~~parts~~share of the aftermarket services provided to our customers by continuing to improve our service standards, leveraging our product knowledge, expanding our product offerings and ~~maintenance~~improving ~~organizations~~distribution ~~within~~capabilities. We seek to reach industry-leading service levels and to improve the profitability of our company-owned service network.

Customer Support. Direct competition against those parts and maintenance activities comes mostly from a multitude of privately-owned maintenance facilities, repair shops, parts brokers and parts distributors located across the global market. Most of these competitors are regionally focused without any significant concentration of market share by any one competitor. Our Customer Support segment seeks to increase our share of the aftermarket services provided to our customers by continuing to improve our service standards, leveraging our product knowledge, expanding our product offerings and improving distribution capabilities. We seek to reach industry-leading service levels and to improve the profitability of our company-owned service network.

Employees

As of December 31, ~~2010~~2011, we had approximately 6,800 employees, 47% of whom were covered by collective bargaining agreements. Approximately 2,900 of our hourly employees at our Wichita and Salina, Kansas facilities are covered by a collective bargaining agreement with the International Association of Machinists and Aerospace Workers (“IAM”) which expires on August 7,400 ~~2011. Our Little Rock, Arkansas facility, which has approximately 500~~ employees~~, and our U~~.S. service facilities, which collectively have approximately 700 employees, are not covered by a collective bargaining agreement. Our service facility in Chester, England has a one-year union contract covering approximately 300 employees that expires on March 31, 2011.

The following table summarizes our employees represented by collective bargaining agreements:


Union	Approximate Number of Employees Represented		Percent of Total Employees Represented			Collective Bargaining Agreement Expiration Date
The International Association of Machinists and Aerospace Workers (“IAM”)		2,600		35	%	August 2016
Union of Needletrades, Industrial and Textile Employees		130		2	%	March 2012 (a)

(a)	Although this agreement expired on March 31, 2012, we do not anticipate any work stoppages during the renegotiation process, which is currently ongoing.

Suppliers and Raw Materials

Our key supplies vary from raw materials, such as aluminum, to completed aircraft components and major assemblies, such as engines, avionics, fuselages and wings. We expect that major aircraft systems and structures will continue to comprise a substantial portion of our supply costs. Pricing arrangements with our suppliers generally include multi-year contracts with fixed-price and~~/or~~ annual price adjustment clauses based on published economic indices.

A significant portion of components in each of our aircraft designs, such as engines and avionics, is co-developed with our suppliers and, therefore, are often sole-sourced with the supplier of a particular component. The majority of our supplies are custom ordered, engineered into the aircraft design and governed by FAA and other comparable international ~~agencies~~ agencies aircraft certification. ~~Therefore,~~Changing ~~changing~~ an existing supplier’s design is often cost-prohibitive because it requires re-certification.

Approximately 4540% of our direct material purchases are from the following four major suppliers: Pratt & Whitney Canada (engines), Honeywell (engines, avionics, environmental control, auxiliary power units and lighting), Rockwell Collins (avionics) and Airbus (certain wings and fuselages). Approximately 18% of our direct material purchases are from Pratt & Whitney Canada. ~~approximates~~A ~~19%~~significant disruption in supply from one or more of these ~~our~~suppliers ~~direct~~could ~~material~~have ~~purchases.~~a ~~Honeywell~~material ~~approximates~~adverse ~~10%~~effect ofon our ~~direct~~financial ~~material~~position, ~~purchases~~results of operations and liquidity.

During March and April of 2012, we announced that we were beginning to furlough employees that work in various departments and on various aircraft including the Beechcraft King Air, Piston and Premier IA and the Hawker 4000 and 987 family. These furloughs were a result of difficulty in obtaining adequate materials in order to continue production as well as matching production to demand. The furloughs will be on a rolling basis and are expected to occur for one to two months. Each furlough will last thirty to forty-five days.

Certain key suppliers have indicated that they may cease providing supplies to us on normal credit terms or at all based upon our current financial difficulties and payment terms which we are employing (see Item 1A, “Risk Factors” contained in this Annual Report on Form 10-K).

Working Capital

In recent years, a significant portion of our Business and General Aviation aircraft deliveries have occurred during the ~~second~~fourth ~~half~~quarter of the year. Given the long lead time involved in the production of aircraft, it is necessary to build aircraft throughout the year in support of the higher ~~second~~fourth ~~half~~quarter delivery volume. As a result, our ~~working~~inventory ~~capital~~ levels typically rise during the first three quarters of the year and are reduced significantly during the fourth quarter when we generate the majority of our cash flow. Any disruptions to our business or delivery schedule during the ~~second~~fourth ~~half~~quarter of the year, ~~as occurred during 2008 as a result of the strike by our Wichita and Salina, Kansas union work force,~~ could have a disproportionate effect on our full-year financial operating results. Business for the Trainer/Attack Aircraft and Customer Support segments is not generally seasonal in nature.

Backlog

~~Our~~The ~~backlog~~following istable ~~summarized~~summarizes ~~below~~our backlog:

	December 31, 2010						December 31, 2009
	As of December 31, 2011						As of December 31, 2010
(In millions)	Funded		Unfunded		Total		Funded		Unfunded		Total
Business and General Aviation	$	~~782~~771.63	$	—	$	~~782~~771.63	$	~~2,247~~782.26	$	—	$	~~2,247~~782.26
Trainer/Attack		584.4		40.8		625.2		1,003.9		108.1		1,112.0
Trainer/Attack Aircraft		306.9		52.5		359.4		584.4		40.8		625.2
Total	$	1,~~367~~078.02	$	4052.85	$	1,~~407~~130.87	$	31,~~251~~367.10	$	~~108~~40.18	$	31,~~359~~407.28

Orders for aircraft are included in backlog upon receipt of an executed contract. ~~Unfunded~~Our backlog includes significant orders with the U.S. government as well as international customers. Unfunded backlog represents U.S. and foreign government contracts for which funding has not yet been appropriated. ~~Our backlog includes significant orders with the U.S. Government.~~ Due to the nature of the work performed, the Customer Support segment does not have backlog. ~~28.2~~At December 31, 2011, 22% of our total backlog ~~at December 31, 2010~~ represents orders that are not expected to be filled in ~~2011~~2012. In late June 2010, NetJets, Inc. (“NetJets”) cancelled orders for 23 aircraft. The impact of the cancellation was to reduce backlog by $0.4 billion; however, none of the cancelled orders were scheduled for delivery in 2010 and only one was scheduled for delivery in 2011. We have no remaining backlog with NetJets.

Research and Development

Our research and development efforts are focused on developing technologies that will improve our existing products and our manufacturing processes. We believe derivative models refresh our product line and typically generate increased sales volume. Over the past five years, we have successfully introduced 15 new or derivative models. We plan to focus future research and development efforts on derivative models of our existing aircraft.

Our development effort is an ongoing process that helps us increase the value of our products and expand into new markets. We are currently focused on research in areas such as advanced metallic joining, low cost composites, noise attenuation, efficient structures, systems integration, advanced design and analysis methods and new material application. We collaborate with our major suppliers on product upgrades and often share the associated costs.

Research and development expenditures were $~~101~~94.13 million, $~~107~~101.31 million, and $~~110~~107.23 million for the years ended December 31, ~~2010~~2011, ~~2009~~2010 and ~~2008, respectively~~2009.

Government Contracts

All companies engaged in supplying defense-related equipment and services to U.S. ~~Government~~government agencies, either directly or by subcontract, are subject to business risks specific to the defense industry. U.S. ~~Government~~government contracts generally contain provisions permitting termination, in whole or in part, without prior notice at the U.S. ~~Government~~government’s convenience, as well as termination for default based on lack of performance. Upon termination for convenience, we generally would be entitled to compensation only for work done, supplier costs and termination liability at the time of termination and to receive an allowance for profit on the work performed. A termination arising out of our default could expose us to liability and have a negative impact on our ability to obtain future U.S. ~~Government~~government contracts and orders. Furthermore, on U.S. ~~Government~~government contracts for which we are a subcontractor and not the prime contractor, the U.S. ~~Government~~government could terminate the prime contract for convenience or otherwise, which would likely result in the termination of our subcontract.

Governmental Regulations

Our operations, products and services are subject to oversight by the FAA and its counterpart regulators in jurisdictions outside of the U.S. These regulators routinely evaluate aircraft operational and safety requirements and are responsible for certification of new and modified aircraft. These regulators further oversee other aspects of our operations, including the provision of aircraft maintenance services. Failure to comply with the applicable laws, rules and regulations governing aviation in the U.S. or other jurisdictions may subject us to civil penalties, including fines or the suspension or revocation of certain necessary licenses or certifications. Future action by these regulators, including increased scrutiny or a change from past practices, may adversely affect our financial position, results of operations or liquidity and impair our ability to certify and deliver new products.

Defense contractors are subject to many levels of audit, investigation and claims. Agencies that oversee contract performance include: the Defense Contract Audit Agency (“DCAA”), Defense Contract Management Agency (“DCMA”), the U.S. Department of Defense ~~(“DOD”)~~, the Inspector General, the Government Accountability Office, the U.S. Department of Justice and Congressional committees. These agencies review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. The DCAA also reviews the adequacy of, and a contractor’s compliance with, its internal control systems and policies. Any costs found to be improperly allocated to a specific contract will not be reimbursed or must be refunded if already reimbursed. If an audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties, including treble damages, and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. ~~Government~~government.

As a U.S. ~~Government~~government contractor, we are subject to specific import and export, procurement and other regulations and requirements. Failure to obtain timely export or import licenses could delay production and adversely affect our sales. Failure to comply with these regulations and requirements could result in reductions of the value of contracts, contract modifications or terminations and the assessment of penalties and fines, and lead to suspension or debarment, for cause, from government contracting or subcontracting for a period of time. Among the causes for debarment are violations of various statutes related to procurement integrity, export control, government security regulations, employment practices, protection of the environment, and accuracy of records and recording of costs. Under many U.S. ~~Government~~ government contracts, we are required to maintain facility and personnel security clearances complying with ~~DOD~~U.S. Department of Defense requirements.

~~Our operations~~8 are also subject to a variety of worker and community safety laws. The Occupational Safety and Health Act (“OSHA”) mandates general requirements for safe workplaces for all employees. In addition, OSHA provides special procedures and measures for the handling of certain hazardous and toxic substances.

Intellectual Property

We rely on a combination of trademarks, trade names, copyrights, patents and trade secrets to establish and protect our intellectual property rights relating to the development and manufacturing of our products. Some of these intellectual property assets are owned jointly with others or are provided to us through licenses. In the ordinary course of business, we have disputes with third parties regarding intellectual property rights which, in some cases, may result in litigation.

Environmental, Health and Safety Matters

Our operations are subject to the requirements of federal, state, local, ~~European~~ and ~~other~~ foreign environmental and occupational health and safety laws and regulations, the violation of which could result in substantial costs and liabilities, including material civil and criminal fines and penalties. Such requirements include those pertaining to pollution; the protection of human health and the environment; air emissions; wastewater discharges; occupational health and safety; and the generation, handling, treatment, remediation, use, storage, transport, release of and exposure to, hazardous substances and wastes. We have incurred, and will continue to incur, costs and capital expenditures to comply with these environmental requirements and to obtain and maintain all necessary permits. Any failure by us to comply with such laws and regulations could subject us to significant civil or criminal fines and penalties and other liabilities. In addition, if we were convicted of a violation of these laws or regulations (including the Clean Air Act and the Clean Water Act), we, or one of our subsidiaries, could be placed by the Environmental Protection Agency (“EPA”) on the “Excluded Parties List” maintained by the U.S. General Services Administration. The listing would continue until the EPA concluded that the cause of the violation had been cured. Facilities at which the violation occurred cannot be used in performing any U.S. ~~Government~~government contract awarded during any period of listing by the EPA, and pre-existing contracts may be terminated by the government once a facility is listed. In addition, this prohibition can also extend to other facilities that are owned or operated by the convicted entity. We are not currently included on the Excluded Parties List.

Under certain statutes, such as the federal Superfund statute, the obligation to investigate and remediate contamination at a facility may be imposed on current and former owners or operators or on persons who may have sent waste to that facility for disposal. Liability under these statutes may be without regard to fault or to the legality of the activities giving rise to the contamination. Contamination has been identified at some of our facilities, and we have incurred, and will continue to incur, costs to investigate and remediate these conditions. In connection with such contamination, we may also be liable for natural resource damages, government penalties and claims by third parties for personal injury and property damage. In addition, we may incur liabilities in connection with any future environmental contamination or any previously unknown but currently existing environmental conditions at our facilities. While the amount of these costs and liabilities could be significant, we do not believe that, based on currently available information, the costs of investigation and remediation and other costs with respect to identified environmental conditions, including conditions at offsite disposal locations with respect to which we have been notified of potential liability, will have a material adverse effect on our business, financial condition, results of operations or liquidity.

Under our stock purchase agreement with Raytheon, subject to certain conditions, Raytheon is obligated to indemnify us for a number of categories of environmental liabilities, including liabilities relating to contamination at facilities that RA formerly owned or operated and waste disposal sites used by RA. We cannot be certain, however, that Raytheon will satisfy its indemnification obligations in whole or in part. If Raytheon fails to comply with its indemnity obligations, we could become subject to significant liabilities.

In addition, environmental laws and regulations, and interpretation or enforcement thereof, are constantly evolving, and it is impossible to predict accurately the effect that changes in these laws and regulations, or their interpretation or enforcement, may have upon our business, financial condition, results of operations or liquidity. Should environmental laws and regulations, or their interpretation or enforcement, become more stringent, the costs of compliance could increase. If we cannot pass along future costs to our customers, any such increases may have an adverse effect on our business, financial condition, results of operations or liquidity.

Corporate Information

Hawker Beechcraft Acquisition Company, LLC is a limited liability company formed in 2006 under the laws of the ~~State~~state of Delaware. Hawker Beechcraft Notes Company is a corporation formed in 2007 under the laws of the state of Delaware. Our headquarters and principal executive offices are located at 10511 East Central, Wichita, Kansas 67206 and our telephone number is (316) 676-7111. Our website is www.hawkerbeechcraft.com. The information contained on or connected to our website is expressly not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report filed with the Securities Exchange Commission, (“SEC”). Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports, are available free of charge through our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC. These reports may also be obtained at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

109

calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Item 1A.

Risk Factors

You should carefully consider the risk factors set forth below as well as the other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. The risks described below are not the only risks we face. Additional risks not presently known to us or which we currently consider immaterial also may materially adversely affect us. If any of these risks actually ~~occurs~~occur, our business, financial condition, results of operations and liquidity could be materially adversely affected.

Risks ~~Relating~~Related to Our ~~Business~~Indebtedness and Liquidity

~~Difficult~~• ~~conditions~~“Senior inNotes” ~~the~~refers ~~capital,~~to ~~credit,~~$400.0 ~~general~~million ~~aviation~~of ~~and~~8.5% ~~other~~Senior ~~aircraft~~Fixed ~~markets~~Rate ~~and~~Notes indue ~~the~~April ~~overall~~1, ~~economy~~2015 ~~could~~and ~~continue to~~$400.0 ~~materially~~million ~~adversely~~of ~~affect~~8.875%/9.625% ~~our~~Senior ~~business,~~PIK-Election ~~financial~~Notes ~~condition~~due April 1, ~~results~~2015 of ~~operations~~HBAC and ~~liquidity~~HBNC that were registered under the Securities Act of 1933 (“Securities Act”), ~~and~~as wewell doas ~~not~~substantially ~~know~~identical ifnotes ~~these~~that ~~conditions~~were ~~will~~issued ~~improve~~in March 2007 and surrendered by the holders in exchange for the ~~near~~registered ~~future~~notes.

~~Our~~• ~~business,~~“Notes” ~~financial~~refers ~~condition~~to ~~and results of operations are being materially adversely affected by difficult conditions in~~ the ~~general aviation~~Senior ~~market~~Notes and in$300.0 ~~the~~million ~~overall~~of ~~economy~~9.75% ~~The~~Senior ~~recession~~Subordinated ~~negatively~~Notes ~~affected~~due ~~the~~April ~~demand~~1, ~~for~~2017 ~~new~~of HBAC and ~~used~~HBNC ~~business~~that ~~jets,~~were ~~spare~~registered ~~parts~~under ~~and~~the ~~maintenance~~Securities Act, ~~and~~as ~~despite~~well ~~the~~as ~~end~~substantially ofidentical ~~the~~notes ~~recession~~that ~~our~~were ~~results~~issued ofin ~~operations~~March 2007 and ~~financial~~surrendered ~~condition~~by ~~continue~~the ~~to be~~holders ~~materially~~in ~~adversely~~exchange ~~impacted~~for by the ~~current~~registered ~~economic conditions~~notes.

~~Many~~• of“Senior ~~the~~Secured ~~products~~Credit weFacilities” ~~sell~~refers ~~are considered discretionary purchases, and our levels of sales have historically been tied~~ to ~~corporate~~debt ~~and~~instruments ~~consumer~~resulting ~~spending~~from ~~levels, which are typically cyclical in nature. Our sales are significantly affected by~~ the ~~level~~execution of ~~corporate~~our ~~spending which~~$1,810.0 inmillion ~~turn, is~~Credit aAgreement ~~function~~that ofincludes ~~the~~a ~~general economic environment~~$1,300.0 Inmillion aSenior ~~slowly~~Secured ~~growing~~Term ~~economy such as many of the markets in which we operate are experiencing~~Loan, ~~corporate cash flows decrease, which typically leads to~~ a ~~decrease in demand for our products or postponement of planned purchases~~$400.0 ~~The~~million ~~purchase~~Revolving ofCredit ~~our~~Facility ~~products by consumers is discretionary,~~ and ~~therefore~~a ~~highly~~$110.0 ~~dependent~~million ~~upon~~synthetic ~~the~~letter ~~level~~ of ~~consumer~~credit ~~spending~~facility. Accordingly, sales of our products may be adversely affected by a weak economy, increases in consumer debt levels, uncertainties regarding future economic prospects or a decline in consumer confidence.

~~Moreover,~~There ~~aircraft~~is ~~customers,~~substantial ~~including~~doubt ~~sellers~~about ofour ~~fractional~~ability ~~share~~to ~~interests, providers of charter services and dealers have responded and may~~ continue ~~to respond to the current weak economic conditions by delaying delivery of orders or canceling orders~~ as wea ~~experienced~~going ~~in late 2008 and throughout 2009 and 2010~~concern. Weakness in the economy may also result in fewer hours being flown on existing aircraft and, consequently, lower demand for spare parts and maintenance services. Weak economic conditions may also cause reduced demand for used business jets. We have experienced reductions in the fair market value of used aircraft accepted as trade-ins while such aircraft were in our inventory. In addition, economic conditions have resulted in an increased supply of used aircraft in the market which to some extent competes with our sales of new aircraft into the market. The continuation of this dynamic may adversely affect sales of our products.

~~Our~~Management ~~results~~has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. This conclusion was reached based on a variety of ~~operations~~factors, including those described below. We determined not to pay our interest obligations under the Notes on April 2, 2012 and ~~financial~~anticipate ~~condition~~an ~~could~~inability to pay interest on the Notes on future interest payment dates. Furthermore, we will be required to repay or ~~materially~~refinance ~~adversely~~our ~~impacted~~Senior bySecured ~~some~~Credit Facilities and the Senior Tranche Advance prior to the repayment of ~~our~~the ~~customers~~Notes and we will be required to repay or refinance the Senior Notes prior to the repayment of the Senior Subordinated Notes. The Company has suffered recurring operating losses resulting in a significant net shareholder’s ~~inability~~deficit that raises substantial doubt about its ability to ~~obtain~~continue as a going concern. The Company is operating under a forbearance agreement with its lenders which defers interest payment obligations and provides relief from loan covenants through June 29, 2012. Due to the fact that we have recurring negative cash flows from operations and recurring losses from operations, we will need to seek additional financing. There is substantial doubt that we will be able to obtain additional equity or debt financing on favorable terms, or at all, in order to have sufficient liquidity to meet our cash requirements for the next twelve months.

~~Some~~Our ofsubstantial ~~our~~level ~~customers rely on credit markets to obtain financing for new and used aircraft purchases. Uncertainty in the credit markets may reduce the number~~ of ~~lenders~~indebtedness ~~willing to finance aircraft or cause lenders to impose stricter lending requirements. The inability of a portion of our customers to obtain financing~~ could ~~lead~~adversely toaffect ~~reduced demand for~~ our ~~products~~business, ~~delayed~~financial ~~deliveries or order cancellations~~condition, ~~which~~results ~~could adversely affect the number~~ of ~~aircraft~~operations ~~deliveries we make~~ or ~~reduce~~liquidity ~~the prices we can charge for our~~and ~~aircraft,~~prevent ~~either~~us offrom ~~which~~fulfilling ~~could have a material adverse effect on~~ our ~~financial~~obligations ~~condition~~under ~~and~~the ~~results of operations~~Notes.

We ~~operate~~have insubstantial aindebtedness. As of December 31, ~~very~~2011, ~~competitive~~we ~~business~~had ~~environment~~$2,334.1 million of total indebtedness which is all classified as current due to our financial difficulties. We also had issued letters of credit totaling $51.2 million of the $75.0 million available under our synthetic letter of credit facility. In addition, on March 27, 2012, we borrowed an additional $124.5 million senior tranche term loan to fund ongoing operations (the “Senior Tranche Advance”).

~~The~~Our ~~general~~substantial ~~aviation~~indebtedness ~~industry~~could is highly competitive and we encounter competition in both domestic and foreign markets. The highly competitive nature of our industry means we are continually subject to the risk of loss of our market share, loss of significant customers, reduction in margins, the inability for us to gain market share or acquire new customers, and difficulty in raising our prices. Many of our competitors in the general aviation market are either part of larger, more diversified companies or may be the beneficiaries of government subsidies. As a result of this, these competitors may have ~~access~~important ~~to more resources than we do. These circumstances may provide our competitors with a lower cost of capital~~consequences, ~~the~~including ~~ability to sustain a prolonged downturn in~~ the ~~industry~~following: ~~or general economy, more funds for investment in development of new products and more resources in general.~~

•

we may not be able to satisfy our obligations with respect to the Notes;

•

our ability to obtain additional financing for working capital, debt service requirements, general corporate or other purposes may be impaired;

•

we must use a substantial portion of our cash flow to pay interest and principal on the Notes and our other indebtedness, which will reduce the funds available to us for other purposes;

•

we may be vulnerable to economic downturns and adverse industry conditions;

•

our ability to capitalize on business opportunities and to react to pressures and changes in our industry as compared to our competitors may be compromised due to our high level of indebtedness; and

•

we may not be able to refinance our indebtedness, including the Notes.

The borrowings under our Senior Secured Credit Facilities bear interest at variable rates and other debt we incur could likewise be variable-rate debt. If market interest rates increase, variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow. While we periodically enter into agreements designed to limit our exposure to higher interest rates, any such agreements do not offer complete protection from this risk.

As of December 31, 2011, we were not in compliance with the covenants under our Senior Secured Credit Facilities and had $0.3 million for additional borrowings under our Revolving Credit Facility. As a result, we must rely on revenues from our business to meet our payment obligations under our indebtedness. We determined not to pay our interest obligations under the Notes on April 2, 2012 and anticipate an inability to pay interest on the Notes on future interest payment dates. Furthermore, we will be required to repay or refinance our Senior Secured Credit Facilities and the Senior Tranche Advance prior to the repayment of the Notes and we will be required to repay or refinance the Senior Notes prior to the repayment of the Senior Subordinated Notes. If we were unable to make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as:

•

sales of assets;

•

sales of equity;

•

negotiations with our lenders to restructure the applicable debt; and/or

•

seeking protection under chapter 11 of the U.S. Bankruptcy Code.

Our Senior Secured Credit Facilities and the indentures governing the Notes may restrict, or market or business conditions may limit, our ability to avail ourselves of some or all of these options.

Our principal sources of liquidity have consisted of cash generated by operations and borrowings available under our Revolving Credit Facility, which has $0.3 million of availability. Our liquidity requirements are significant, primarily due to debt service obligations. We will rely on the Senior Tranche Advance to fund our ongoing operations while we continue to work with our lenders towards a comprehensive recapitalization plan. Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are largely beyond our control.

Despite our current indebtedness level, we and our subsidiaries may still be able to incur substantially more debt, which could exacerbate the risks associated with our substantial indebtedness.

The terms of the indentures governing the Notes permit us to incur substantial additional indebtedness in the future, including secured indebtedness. Any senior debt incurred by us would be senior to the Senior Subordinated Notes and, if secured, effectively senior to the Senior Notes. If we incur any additional indebtedness that ranks equal to either the Senior Notes or the Senior Subordinated Notes, the holders of that debt will be entitled to share ratably with the holders of the applicable notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of us. If new debt is added to our or our subsidiaries’ current debt levels, the related risks that we now face could intensify.

Our debt instruments, including the indentures governing the Notes and our Senior Secured Credit Facilities, impose significant operating and financial restrictions on us. If we default under any of these debt instruments, we may not be able to make payments on the Notes.

The indentures and our Senior Secured Credit Facilities impose significant operating and financial restrictions on us. These restrictions limit our ability to, among other things:

•

incur additional indebtedness or guarantee obligations;

•

repay indebtedness (including the Notes) prior to stated maturities;

•

pay dividends or make certain other restricted payments;

•

make investments or acquisitions;

~~These~~• ~~competitors~~create ~~may~~liens ~~have less debt than we have and may be better able to withstand changes in market conditions within the industry. For these reasons, we may not be able to compete successfully against such competitors~~ or ~~future~~other ~~entrants into the general aviation markets in which we compete, which could have a material adverse effect on our business, financial condition and results of operations.~~ encumbrances;

We• ~~are~~transfer ator ~~risk~~sell ofcertain ~~adverse~~assets ~~publicity~~or ~~and~~merge ~~losses~~or ~~stemming~~consolidate ~~from~~with ~~any accident~~another ~~involving aircraft for which we hold design authority.~~ entity;

~~Any~~• ~~accident~~engage involving one of our manufactured aircraft could create a public perception that our aircraft are not safe or reliable, which could harm our reputation and have a negative impact on our business, financial condition and results of operations. In addition, if one of our manufactured aircraft were to crash or be involved in antransactions ~~accident,~~with weaffiliates; could be exposed to significant liability. We are currently involved in various litigation matters stemming from such incidents. Our insurance coverage may not be adequate to cover all possible losses that may arise in the event of an accident involving one of our manufactured products. In the event that our insurance is not adequate, we may be forced to bear substantial losses. and

~~Accidents~~• ~~and~~engage incidents involving one of our manufactured aircraft may prompt the FAA to issue airworthiness directives or other notices regarding the aircraft, and we have received such airworthiness directives previously. Publication of an FAA airworthiness directive or notice could create a public perception that a particular Hawker Beechcraft aircraft is not safe, reliable, or suitable for an operator’s needs. This perception could result in acertain claim being filed against us or lost future sales, or both. In addition, the FAA could require design modifications causing us to incur significant expenditures altering an aircraft design, altering aircraft in production and altering fielded aircraft. FAA airworthiness directives are typically followed by similar regulatory requirements in other countries where affected aircraft are certified. The publication of an airworthiness directive or notice by the FAA could lead to a decline in revenues and have a negative impact on our business, ~~financial condition and results of operations~~activities.

~~The~~In ~~General~~addition ~~Aviation~~to ~~Revitalization~~the ~~Act~~restrictions oflisted ~~1994 (“GARA”) provides a “statute of repose” which~~above, inour ~~the~~Revolving ~~context~~Credit ofFacility ~~aviation~~requires ~~litigation,~~us ~~operates~~ to ~~limit~~meet ~~the~~specified ~~time~~financial acovenants ~~lawsuit~~as ~~can be filed against an aircraft manufacturer. GARA bars lawsuits against a manufacturer~~ of ~~aircraft~~certain ~~or aircraft components once the product has been in service for eighteen years~~dates. ~~Such~~We ~~limitations on liability, however,~~ are ~~dependent~~required ~~upon the facts and circumstances surrounding the incident giving rise~~ to ~~liability.~~maintain ~~GARA does not, for instance, apply if the aircraft was engaged in~~ a ~~scheduled~~specified ~~passenger~~minimum ~~flight~~ liquidity and, ~~may~~beginning ~~not apply~~ in ~~certain~~fiscal ~~air~~year ~~medical~~2011, ~~services~~we ~~operations.~~are RArequired ~~has~~to ~~manufactured~~maintain ~~certain aircraft~~a ~~that~~minimum ~~remain~~adjusted inearnings ~~use~~before ininterest, ~~scheduled~~taxes, ~~passenger~~depreciation and ~~other~~amortization ~~operations,~~(“Adjusted ~~including~~EBITDA”) ~~the~~for ~~King~~specified ~~Air 1900~~periods, ~~that~~as ~~may~~described ~~not~~subsequently ~~be covered by GARA. In addition,~~ as part of “Management’s ~~the~~Discussion ~~Acquisition,~~and weAnalysis ~~retained~~and ~~the~~Results ~~type~~of ~~certification~~Operations ~~for~~– ~~the~~Capital ~~King Air 1900~~Resources.” AsAny ~~a result, if any~~ of these ~~aircraft~~provisions ~~were~~could tolimit ~~crash~~our orability beto ~~involved~~plan infor anor ~~accident,~~react ~~we could be exposed~~ to ~~liability~~market conditions and ~~may~~could ~~not~~otherwise ~~have~~restrict acorporate ~~defense under GARA~~activities.

WeAs ~~incur~~of ~~risks~~December 31, ~~associated~~2011, we were not in compliance with the covenants contained in our ~~aircraft~~Senior ~~programs.~~Secured Credit Facilities and on March 27, 2012, we entered into a comprehensive forbearance agreement with the lenders under which our obligations to make certain interest payments were deferred and we were granted relief from certain of our existing covenants.

~~The~~Our ~~principal~~ability ~~markets~~to incomply ~~which~~with ~~our~~the ~~businesses~~covenants ~~operate~~in ~~experience~~our ~~changes~~debt ~~due~~instruments togoing ~~the~~forward ~~introduction~~may ofbe ~~new~~affected ~~technologies.~~by Toevents ~~meet~~beyond our ~~customers’ needs in these businesses~~control, and wean ~~must~~adverse ~~continuously~~development ~~design~~affecting ~~new products,~~our ~~update~~business ~~existing~~could ~~products~~require ~~and~~us ~~services,~~to ~~and~~seek ~~invest~~waivers inor ~~and~~amendments ~~develop~~of ~~new~~covenants, ~~technologies.~~alternative ~~New~~or ~~programs~~additional ~~with~~sources ~~new~~of ~~technologies~~financing ~~typically~~or ~~carry~~reductions ~~risks~~in ~~associated~~expenditures. ~~with~~We ~~design~~cannot ~~responsibility,~~be ~~FAA~~certain ~~mandated~~that ~~certification~~such ~~requirements~~waivers, ~~development~~amendments ~~of new~~or ~~production~~alternative ~~tools,~~additional ~~hiring~~financings ~~and~~could ~~training~~be ofobtained ~~qualified personnel~~or, ~~increased~~if ~~capital~~obtained, ~~and~~would ~~funding~~be ~~commitments,~~on ~~delivery~~terms ~~schedules~~acceptable ~~and~~to ~~unique~~us. ~~contractual~~In ~~requirements~~addition, ~~supplier~~the ~~performance~~holders ~~and~~of ~~our~~the ~~ability~~Senior toNotes ~~accurately~~will ~~estimate~~have ~~costs~~no ~~associated~~control ~~with~~over ~~such programs.~~any ~~Our~~waivers ~~competitors~~or ~~may~~amendments ~~also~~with ~~develop~~respect ~~products that are superior~~ to ~~our~~any ~~products~~debt oroutstanding ~~may~~other ~~adapt more quickly~~ than the usdebt tocontained ~~new~~in ~~technologies~~the orindenture ~~evolving~~governing ~~customer~~the ~~requirements.~~Senior ~~Technological~~Notes, ~~advances~~and bythe ~~our~~holders ~~competitors~~of ~~may~~the ~~lead~~Senior toSubordinated ~~new~~Notes ~~manufacturing techniques~~will tohave ~~manufacture~~no ~~their~~control ~~products~~over ~~and~~any ~~may~~waivers ~~make~~or itamendments ~~more~~with ~~difficult~~respect ~~for us~~ to ~~compete. In addition,~~ any ~~new~~debt ~~aircraft~~outstanding ~~program~~other ~~may~~than ~~not~~the ~~generate~~debt ~~sufficient~~contained ~~demand or may be subject to technological problems or significant delays~~ in the ~~regulatory~~indenture ~~certification~~governing orthe ~~manufacturing~~Senior ~~and~~Subordinated ~~delivery~~Notes. ~~schedule~~Therefore, ~~and~~we ~~the~~cannot ~~costs~~be ofcertain ~~these~~that ~~new~~even ~~aircraft~~if ~~programs~~the ~~may~~holders ~~exceed~~of ~~our~~the ~~expectations.~~Senior IfNotes weor ~~were~~Senior ~~unable~~Subordinated toNotes, ~~manufacture~~as ~~products~~applicable, atagree ~~our~~to ~~estimated~~waive ~~costs~~ or ifamend athe ~~new~~covenants ~~program~~contained in ~~which~~the werespective ~~had~~indenture, ~~made a significant~~the ~~investment~~holders isof ~~subject~~our toother ~~weak~~debt ~~demand,~~will ~~delays~~agree orto ~~technological~~do ~~problems,~~the ~~our~~same ~~business,~~with ~~financial~~respect ~~condition~~to ~~and~~their ~~results~~debt ~~of operations could be materially adversely affected~~instruments.

~~Our~~A ~~operations~~breach ~~depend~~of onany of the covenants or restrictions contained in any of our ~~ability~~existing or future financing agreements could result in a default or an event of default under those agreements. Such a default or event of default could allow the lenders under our financing agreements, if the agreements so provide, to ~~maintain~~discontinue ~~continuous~~lending, ~~uninterrupted~~to ~~production~~accelerate atthe ~~our~~related ~~manufacturing~~debt ~~facilities~~as well as any other debt to which a cross-acceleration or cross-default provision applies, and to declare all borrowings outstanding thereunder to be due and payable. In ~~Our~~addition, ~~production~~the ~~facilities~~lenders ~~are~~could ~~subject~~terminate any commitments they had made to ~~physical~~supply us with further funds. If the lenders require immediate repayments, we may not be able to repay them and ~~other~~also ~~risks~~repay the Notes in full. In connection with our decision not to make the April 2, 2012 interest payment under the Notes, the respective indentures for the Notes each provide that ~~could~~missed interest payments do not give rise to an Event of Default (as defined in the applicable indenture) until the ~~disrupt~~interest ~~production~~payments have been in default for 30 days or more.

~~Our~~Certain ~~manufacturing~~private ~~facilities~~equity ~~could~~investment befunds ~~damaged~~affiliated orwith ~~disrupted~~GS byCapital ~~a natural disaster~~Partners VI, ~~war, terrorist activity or sustained mechanical failure~~L.P. ~~Although we have obtained property damage~~ and ~~business~~Onex ~~interruption~~Partners ~~insurance~~II inLP ~~amounts~~own ~~determined sufficient by management,~~ a ~~major~~significant ~~catastrophe,~~majority ~~such as a fire, flood, tornado or other natural disaster at any~~ of our ~~sites~~equity, ~~war~~and ortheir ~~terrorist~~interests ~~activities~~may innot ~~any~~be ofaligned ~~the~~with ~~areas~~our ~~where~~note weholders ~~conduct operations~~ or ~~the sustained mechanical failure of a key piece of equipment could result in a prolonged interruption of all or a substantial portion of our business~~creditors. ~~Production~~ ~~at our manufacturing facilities in~~

Private equity investment funds affiliated with GS Capital Partners VI, L.P. and Onex Partners II LP own substantially all of our equity. Subject to certain exceptions, these private equity investment funds have the power to direct our affairs and policies. A majority of the members of the HBI Board of Directors have been designated by these private equity investment funds. Through such representation on the HBI Board of Directors, they are able to substantially influence the appointment of management and entry into extraordinary transactions, including mergers and sales of assets. In addition, affiliates of GS Capital Partners VI, L.P. and Onex Partners II LP currently own approximately $159.4 million of our Notes.

The interests of GS Capital Partners VI, L.P. and Onex Partners II LP and their respective affiliates could conflict with the interests of the other note holders or creditors. For example, if we are unable to pay our debts as they mature, the interests of GS Capital Partners VI, L.P. and Onex Partners II LP as equity holders might conflict with the interests of the other note holders or creditors. Affiliates of GS Capital Partners VI, L.P. and Onex Partners II LP may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, although such transactions might involve risks to the note holders or creditors. In addition, GS Capital Partners VI, L.P. and Onex Partners II LP or their respective affiliates may in the future own businesses that directly or indirectly compete with us, our suppliers or customers of ours. For example, affiliates of Onex Partners II LP currently own a controlling interest in one of our suppliers.

Kansas could be disrupted in connection with our closure of certain of our facilities and our outsourcing of certain operations. Any disruption resulting from these events could cause significant delays in shipments of products and the loss of sales and customers. We ~~may~~are ~~not~~a ~~have~~holding ~~insurance to adequately compensate us for any of these events~~company. A large portion of our operations is conducted in facilities in Wichita and Salina, Kansas, in Little Rock, Arkansas, in Chester, England, and in Chihuahua, Mexico, and any significant damage or disruption to these facilities in particular would materially adversely affect our ability to manufacture and deliver aircraft and parts to our customers.

~~Inclement~~We ~~weather~~are ~~conditions~~a ~~during~~holding ~~the~~company, ~~last~~and ~~quarter~~we conduct substantially all of ~~the~~our ~~calendar~~operations ~~year~~through our subsidiaries. As a result, ~~when~~our weability ~~typically~~to ~~have~~meet our debt obligations substantially depends upon our ~~peak~~subsidiaries’ ~~deliveries~~cash flows and payment of funds to us by our subsidiaries as dividends, ~~could~~loans, ~~adversely~~advances or other payments. In addition, the payment of dividends or the making of loans, advances ~~affect~~or ~~our~~other ~~financial~~payments ~~results~~to us may be subject to regulatory or contractual restrictions.

~~Historically,~~Risks ~~our~~Relating ~~peak deliveries have occurred during the last quarter of the calendar year. Inclement weather conditions during that time of year may limit our ability~~ to ~~conduct~~Our ~~necessary~~Business ~~pre-delivery flight tests, which may delay our deliveries and adversely affect our financial results.~~

Any significant disruption in our supply from key vendors could ~~delay~~threaten production and adversely affect our sales.

The FAA prescribes standards and qualification requirements for aerostructures, including virtually all general aviation products, with which our suppliers must comply. We cannot be certain that our suppliers will be able to comply, and failure to do so may cause shortages or delays. We cannot be certain that substitute raw materials or component parts will be available to us or will meet the strict specifications and quality standards that we, our customers and the U.S. ~~Government~~government impose. Often, our certification from the FAA relates to a specific part from a specific supplier. If we were required to certify replacement parts from a new vendor, the certification process could materially delay or threaten production and adversely affect our business, financial condition, results of operations and liquidity.

We are highly dependent on the availability of essential materials and purchased components from our suppliers, some of which are available only from a sole source or limited sources, especially major ~~systems~~components such as wings, engines and avionics, which are co-developed with our suppliers and, therefore, are often sole-sourced with that supplier. Moreover, we are dependent upon the ability of our suppliers to provide materials and components that meet specifications, quality standards and delivery schedules. Our suppliers’ failure to provide expected raw materials or component parts that meet our technical ~~specifications~~ specifications could ~~adversely~~materially ~~affect~~disrupt production schedules and contract profitability.

In addition, contracts with certain of our suppliers for raw materials and other goods are short-term contracts. We cannot be certain that these suppliers will continue to provide products to us at attractive prices or at all, or that we will be able to obtain such products in the future from these or other providers on the scale and within the time periods we require. Our foreign suppliers must also comply with U.S. import/export control laws. Any failure to comply with such laws may delay or halt supplier production or shipments of goods. If we are not able to obtain key products on a timely basis and at affordable costs, or we experience significant delays or interruptions of supply, we may need to suspend production and our business, financial condition and results of operations could be materially adversely affected.

In addition to the risks described above, our continued supply of materials is subject to a number of other risks including:

• ~~the~~disputes ~~destruction~~with of our suppliers’, ~~facilities~~including ordisputes ~~their~~over ~~distribution~~timeliness ~~infrastructure~~of payments and associated risks of termination;

•

requests by our suppliers for assurances that we will be able to perform under our arrangements with such suppliers and their refusal to be satisfied by such assurances;

•

a work stoppage or strike by our suppliers’ employees;

•

the failure of essential equipment at our suppliers’ plants;

•

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

• ~~contractual~~inability ~~amendments~~of ~~and~~second ~~disputes~~tier ~~with~~suppliers ~~our~~to ~~suppliers~~perform as required; and

• ~~inability~~the destruction of ~~second~~our ~~tier~~ suppliers’ tofacilities ~~perform~~or astheir ~~required~~distribution infrastructure.

Increases in labor costs, potential labor disputes and work stoppages at our facilities could materially adversely affect our financial performance.

Our financial performance is affected by the availability of qualified personnel and the cost of labor. Approximately 47% of our workforce at December 31, 2010 was represented by unions and is covered by collective bargaining agreements. Approximately 2,900 of our hourly employees at our Wichita and Salina, Kansas facilities are covered by a collective bargaining

~~agreement~~We ~~with~~operate ~~IAM that expires on August 7, 2011. Our service facility~~ in ~~Chester, England has~~ a ~~union~~very ~~contract~~competitive covering approximately 300 employees that expires on March 31, 2011. If our workers were to engage in a strike, as they did in 2008 when the prior collective bargaining agreement expired, work stoppage or other slowdown, we could experience a significant disruption of our operations that could cause us to be unable to deliver products to our customers on a timely basis and could result in a breach of our sales or supply agreements. This could result in a loss of business ~~and an increase in our operating expenses, which could have a material adverse effect on our business, financial condition, results of operations and liquidity~~environment. ~~In addition, our non-unionized labor force may become subject to labor union organizing efforts, which could cause us to incur additional labor costs and increase the related risks that we now face.~~

~~Our~~The ~~JPATS~~general ~~contracts~~aviation ~~expose~~industry usis highly competitive and we encounter competition in both domestic and foreign markets. The highly competitive nature of our industry means we are continually subject to the ~~inherent~~risk ~~risks~~of loss of ~~fixed~~our ~~price~~market ~~contracting~~share, ~~and~~loss ~~future~~of ~~contracts~~significant ~~under~~customers, reduction in margins, the ~~JPATS~~inability for us to gain market share or acquire new customers, and difficulty in ~~program~~raising our prices. Many of our competitors in the general aviation market are either part of larger, more diversified companies or may be the beneficiaries of government subsidies. As a result of this, these competitors may have access to more resources than we do. These circumstances may provide our competitors with a lower cost of capital, the ability to sustain a prolonged downturn in the industry or general economy, more funds for investment in development of new products and more resources in general. These competitors may have less debt than we have and may be better able to withstand changes in market conditions within the industry. For these reasons, we may not ~~guaranteed~~be able to compete successfully against such competitors or future entrants into the general aviation markets in which we compete, which could have a material adverse effect on our business, financial condition and results of operations.

We ~~manufacture~~incur ~~aircraft~~risks ~~for~~associated ~~the~~with ~~U.S. Air Force and the U.S. Navy. We provide some of~~ our ~~products~~ ~~and~~aircraft services to governments through long-term contracts in which the pricing terms are fixed based on certain production volumes. For the year ended December 31, 2010, approximately 18% of our revenues were derived from the JPATS contract. Government programs such as the JPATS program are generally implemented by the award of multi-year contracts in which the pricing for future years’ procurements by the government is negotiated under fixed price contracts and segregated into individual lots to be exercised on an annual basis. The award of these future lots is subject to future Congressional appropriations. Congress generally appropriates funds on a fiscal year basis even though a program extends for more than one year. Consequently, programs are often only partially funded at any one time, and additional funds are committed only as Congress makes further appropriations. U.S. Government contracts under such programs are subject to termination or adjustment if appropriations for the program are not available or change. In addition, U.S. Government contracts, including the JPATS contract, generally contain provisions permitting termination, in whole or in part, without prior notice at the U.S. Government’s convenience as well as termination for default based on performance. We believe that the U.S. Navy will purchase fewer aircraft under the JPATS contract. Upon termination for convenience, we are generally entitled to compensation only for work done and commitments outstanding at the time of termination. A termination arising out of our default could expose us to liability and have a negative impact on our ability to obtain future contracts and orders. Furthermore, on contracts for which we are a subcontractor and not the prime contractor, the U.S. Government could terminate the prime contract for convenience or otherwise, irrespective of our performance as a subcontractor.

InThe ~~January~~principal markets ~~2011,~~in ~~the~~which ~~Secretary~~our ofbusinesses ~~Defense~~operate ~~publicized~~experience ~~his~~changes ~~efforts~~due to ~~freeze~~ the ~~military~~introduction ~~budget~~of asnew ~~part~~technologies. ofTo ~~the~~meet ~~U.S.~~our ~~Government~~customers’s needs in these businesses, we must continuously design new products, update existing products and services, and ~~efforts~~invest toin ~~decrease~~and ~~the~~develop ~~deficit~~new technologies. ~~Circumstances~~Making such asinvestments ~~these~~requires ~~may~~available ~~increase~~capital ~~the~~which ~~risk~~may ~~that~~not ~~Congress~~be ~~may~~available ~~limit~~to ~~its~~us. ~~appropriations~~In inaddition, ~~the~~new ~~future.~~programs ~~The~~with ~~termination~~new oftechnologies ~~one~~typically orcarry ~~more~~risks ~~large~~associated ~~contracts~~with design responsibility, ~~whether~~FAA ~~due~~mandated certification torequirements, ~~lack~~development of ~~funding~~new production tools, ~~for~~hiring ~~convenience~~and training of qualified personnel, ~~or otherwise~~increased capital and funding commitments, ordelivery ~~the~~schedules ~~occurrence~~and ofunique ~~delays~~contractual requirements, ~~cost~~supplier ~~overruns~~performance and ~~product~~our ~~failures~~ability into accurately ~~connection~~estimate costs associated with ~~one~~such programs. Our competitors may also develop products that are superior to our products or may adapt more ~~government~~quickly ~~contracts,~~than ~~could~~us ~~materially~~to ~~adversely~~new ~~impact~~technologies or evolving customer requirements. Technological advances by our ~~results~~competitors ofmay ~~operations~~lead to new manufacturing techniques to manufacture their products and ~~financial~~may ~~condition~~make it more difficult for us to compete. ~~Furthermore~~In addition, weany ~~can~~new ~~give~~aircraft ~~no assurance~~program ~~that~~may wenot ~~would~~generate sufficient demand or may be ~~able~~subject to ~~procure~~technological problems or significant delays in the regulatory certification or manufacturing and delivery schedule, and the costs of these new Uaircraft programs may exceed our expectations.S. ~~Government~~If ~~contracts~~we were unable to ~~offset~~manufacture ~~the~~products ~~revenues~~at ~~lost~~our asestimated costs or if a new ~~result~~program ofin ~~any~~which ~~termination~~we ofhad ~~our~~made ~~current~~a ~~U.S.~~significant ~~Government~~investment ~~contracts.~~is ~~The~~subject ~~majority~~to ofweak ~~our~~demand, ~~Trainer/Attack~~delays ~~Aircraft~~or ~~segment~~technological ~~sales~~problems, ~~are~~or ~~from~~if ~~our JPATS~~we ~~contract.~~lack Asufficient ~~termination~~capital ofto make the ~~JPATS~~necessary ~~contract~~investments ~~would~~in ~~substantially~~new ~~reduce~~programs, ~~future~~our ~~sales~~business, infinancial ~~this~~condition ~~segment~~and results of operations could be materially adversely affected.

InOur ~~2008,~~business ~~we completed~~will ~~negotiations~~suffer ~~for~~if ~~Lots 14-16 of the JPATS contract. Since this contract is a fixed price contract,~~ we ~~will~~are ~~bear~~unable ~~the risk that increased or unexpected costs may reduce our profit margins or cause us~~ to ~~sustain~~recruit ~~losses on the contract. We must fully absorb cost overruns, notwithstanding the difficulty of estimating all of the costs we will incur in performing this contract~~ and inretain ~~projecting~~highly ~~the ultimate level of sales that we may achieve. Our failure to~~skilled anticipate technical problems, estimate delivery reductions, estimate costs accurately, or control costs during performance of a fixed price contract may reduce the profitability of a contract or cause a lossstaff.

~~Our~~The success of our business is highly dependent upon our ability to continue to recruit, train and retain skilled employees, particularly skilled engineers as well as finance and accounting personnel. The market for these personnel resources is highly competitive. We may be unsuccessful in attracting and retaining the employees we need, and, in such event, our business could be materially adversely affected. byOur ainability ~~negative~~to ~~audit~~hire bynew personnel with the ~~U.S.~~requisite ~~Government~~skills could impair our ability to provide products to our customers or to manage our business effectively.

AsSignificant achanges ~~government~~in ~~contractor~~discount we are subject to routine audits and investigations by U.S. Government agencies such as the Defense Contract Audit Agency (the “DCAA”). These agencies review a contractor’s performance under its contractsrates, ~~cost~~actual ~~structure~~investment ~~and~~return ~~compliance~~on ~~with~~pension ~~applicable~~assets ~~laws, regulations~~ and ~~standards.~~other ~~The~~factors ~~DCAA~~could ~~also~~affect ~~reviews~~our the adequacy of, and a contractor’s compliance with, its internal control systems and policies. Any costs found to be improperly allocated to a specific contract will not be reimbursed or must be refunded if already reimbursed. Moreover, private individuals may bring qui tam, or “whistle blower” suits, under the False Claims Act, which permits a private individual to bring a claim on behalf of the U.S. Government to recover payments made as a result of a false claim. Such individuals may receive a portion of amounts recovered on behalf of the U.S. Government. If an audit, alleged whistle blower or other activity results ~~in discovery~~ of ~~improper or illegal activities~~operations, ~~we may be subject to civil and criminal penalties and administrative~~equity ~~sanctions, which may include: termination of contracts; forfeiture of profits; suspension of payments; fines;~~ and ~~suspension~~pension orcontributions ~~prohibition~~in ~~from~~future ~~doing business with the U~~periods.S. ~~Government. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us.~~

Our results of operations are impacted by the amount of income or expense we record for our pension and other postretirement benefit plans. Generally accepted accounting principles in the U.S. (“U.S. GAAP”) require that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions relating to financial market and other economic conditions. The most significant year-end assumptions used to estimate pension or other postretirement income or expense for the following year are the discount rate, the expected long-term rate of return on plan assets and expected rate of inflation for medical costs. In addition, we are required to make an annual measurement of plan assets and liabilities, which may result in a significant change to Other Comprehensive Income, a component of equity. Changes in key economic indicators could cause our assumptions to not be realized and materially impact our results of operations. For a discussion regarding how our financial statements can be affected by pension and other postretirement plan accounting policies, see Item 7, “Management’s Discussion and Analysis – Critical Accounting Estimates” of this Annual Report on Form 10-K. Although U.S. GAAP expense and pension or other postretirement contributions are not directly related, the key economic factors that affect U.S. GAAP expense would also likely affect contributions to the pension or other postretirement plans. Potential pension contributions include both mandatory amounts required under the federal Employee Retirement Income Security Act and discretionary contributions to improve the plans’ funded status. If we are unable to make these contributions, our business, financial condition and results of operations could be materially adversely affected.

We ~~are~~derive ~~subject~~a tosignificant ~~government~~portion ~~regulation,~~of ~~and~~ our ~~business~~revenues ~~may~~from besales ~~materially~~to ~~adversely~~customers ~~affected~~outside ifthe ~~we lose~~U.S. ~~our~~and ~~government,~~are subject ~~regulatory~~to orthe ~~industry~~risks ~~approvals,~~of ifdoing ~~more~~business ~~stringent~~in ~~government~~foreign ~~regulations are enacted or if industry oversight is increased~~countries.

~~The~~We ~~FAA~~derive ~~prescribes~~a ~~standards~~significant ~~and~~portion ~~qualification~~of ~~requirements~~our ~~for~~revenues ~~aerostructures, including virtually all general aviation products. The FAA further regulates virtually all aviation services, such as~~from ~~maintenance,~~sales ~~training,~~to ~~and~~customers outside the ~~operation of aircraft~~U.S. ~~Comparable~~For ~~agencies, including but not limited to~~ the ~~European~~year ~~Aviation~~ended ~~Safety Agency (“EASA”)~~December 31, ~~in Europe~~2011, ~~regulate~~international ~~these~~sales ~~matters~~accounted infor ~~other~~approximately ~~countries.~~41% Inof ~~addition,~~our ~~the~~consolidated ~~FAA, the EASA or other comparable agencies occasionally propose new regulations or changes to existing regulations~~revenues. ~~These~~We ~~regulations,~~expect ifthat ~~adopted,~~our ~~could~~international ~~cause~~sales uswill tocontinue ~~incur significant additional costs~~ to ~~achieve~~account ~~compliance. If we fail to qualify~~ for ~~or obtain~~ a significant ~~required~~portion ~~license for one~~ of our ~~products~~revenues orfor ~~services or lose a qualification or license previously granted,~~ the ~~sale~~foreseeable offuture ~~the subject product or service would be prohibited by law until such license is obtained or renewed~~ and ~~our~~are ~~business,~~likely ~~financial condition,~~to ~~results~~increase ofover ~~operations and liquidity could be materially adversely affected~~time. InAs ~~addition~~a result, ~~designing~~we ~~new~~are ~~products~~subject to ~~meet~~risks ~~existing~~of ~~regulatory~~doing ~~requirements~~business ~~and~~internationally, ~~retrofitting~~including: ~~existing products to comply with new regulatory requirements can be expensive and time consuming.~~

Further, our business could be materially adversely affected if the U.S. Government enacts new regulation in the form of “user fees” or other tax regulation on our products or their use. Our products are generally considered discretionary goods and are not currently subject to “user fees” or other excess taxation. If the U.S. Government were to institute new taxes on the operation or use of our products, the attractiveness of general aviation as an alternative to commercial airfare could be affected and demand for our products may decrease, which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

The Department of Homeland Security and the Transportation Security Administration, along with other governmental regulatory agencies regularly review the level of security associated with general aviation flight operations to minimize the vulnerability of general aviation aircraft being used as a weapon or to deliver illicit materials or to transport dangerous individuals. Any changes to the current regulations which decrease the efficiencies associated with the use of general aviation aircraft may make the utilization of general aviation as an alternative to commercial air travel less attractive and could therefore lower demand for our products which could have a material adverse effect on our business, financial condition, results of operation and liquidity.

Certain contracts, primarily related to our special mission business, are classified contracts. Because one of our principal shareholders is a Canadian entity, we have agreed to, and have implemented, a Security Control Agreement (“SCA”) with the Defense Security Service (“DSS”) as a suitable Foreign Ownership, Control or Influence (“FOCI”) mitigation arrangement under the National Industrial Security Program Operating Manual. A FOCI arrangement is necessary for us to continue to maintain the requisite security clearances to complete performance under these contracts. Failure to reach and/or maintain an appropriate agreement with DSS regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the security clearances, which in turn would mean that we would not be able to enter into future classified contracts, and may result in the loss of our ability to complete our existing classified contracts.

We are subject to regulation of our technical data and goods under U.S. export control laws.

We are regulated by the International Traffic in Arms Regulations administered by the U.S. Department of State, and the Export Administration Regulations administered by the U.S. Department of Commerce. Collaborative agreements that we may have with foreign persons, including manufacturers and suppliers, are also subject to U.S. export control laws. In addition, we are subject to trade sanctions against embargoed countries, administered by the Office of Foreign Assets Control within the U.S. Department of the Treasury.

A determination that we have failed to comply with one or more of these export controls or trade sanctions could result in civil or criminal penalties, including the imposition of fines and the denial of export privileges and debarment from participation in U.S. Government contracts. Delays or disapproval of export or import licenses or agreements could delay production and adversely affect our financial condition. Additionally, restrictions may be placed on the export of technical data and goods in the future as a result of changing geo-political conditions. Any one or more of such sanctions could have a material adverse effect on our business, financial condition and results of operations.

We derive a significant portion of our revenues from sales to customers outside the United States and are subject to the risks of doing business in foreign countries.

We derive a significant portion of our revenues from sales to customers outside the United States. For the year ended December 31, 2010, international sales accounted for approximately 45% of our consolidated revenues. We expect that our

international sales will continue to account for a significant portion of our revenues for the foreseeable future and are likely to increase over time. As a result, we are subject to risks of doing business internationally, including:

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changes in regulatory requirements;

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domestic and foreign government policies, including requirements to expend a portion of program funds locally and governmental industrial cooperation requirements;

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the necessity and complexity of using foreign employees, representatives and consultants;

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fluctuations in foreign exchange rates;

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lack of intellectual property protection in foreign jurisdictions;

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imposition of tariffs or embargoes, export controls and other trade restrictions;

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the difficulty of management and operation of an enterprise spread over various countries;

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compliance with a variety of foreign laws and taxation policies, as well as U.S. laws affecting the activities of U.S. companies abroad; and

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economic and geo-political developments and conditions, including international hostilities, political instability, acts of terrorism and governmental reactions, inflation, trade relationships and military and political alliances.

While these factors or the impact of these factors are difficult to predict, any one or more of these factors could materially adversely affect our business, financial condition, results of operations and liquidity.

In order to sell many of our products outside of the ~~United States~~U.S., we must first obtain licenses and authorizations from various ~~government~~ government agencies. For certain sales of defense equipment and services to foreign governments, the U.S. Department of State must notify Congress at least 15 to 30 days, depending on the size and location of the sale, prior to authorizing these sales. During that time, Congress may take action to block the proposed sale. We can give no assurance that we will continue to be successful in obtaining the necessary licenses or authorizations or that Congress will not prevent certain sales. Our inability to sell products outside of the ~~United~~U.S. ~~States~~ could materially adversely affect our business, financial condition, results of operations and liquidity.

If we are not able to remedy our weaknesses and other deficiencies in our internal controls, our business reputation could be harmed and noteholders could lose confidence in our financial reporting.

Through our ongoing assessment of our system of internal controls over financial reporting, we identified material weaknesses in our internal control over financial reporting related to our implementation of an upgraded ERP system and difficulties in attracting and retaining appropriately qualified accounting and finance personnel. While we have taken certain remedial actions and are taking future remedial actions, additional controls must be implemented and tested successfully before we can be reasonably assured that our internal controls are effective. Our implementation of changes to our internal controls in connection with our remediation plans are expected to require additional expenditures, could take a significant period of time to complete and could distract our officers and employees from the operation of our business. In light of these material weaknesses and other deficiencies, we may not be able to produce reliable financial statements or to file these financial statements as part of a periodic report in a timely manner with the Securities and Exchange Commission. Our failure to maintain effective internal controls could result in a loss of confidence in the reliability of our financial statements by noteholders, which in turn could harm the value of the notes.

A cybersecurity incident could have a negative impact on the Company.

A cyber-attack that bypasses our information technology (IT) security systems causing an IT security breach, may lead to a material disruption of our IT business systems and/or the loss of business information resulting in an adverse business impact. Risks may include:

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future results could be adversely affected due to the theft, destruction, loss, misappropriation or release of confidential data or intellectual property;

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operational or business delays resulting from the disruption of IT systems and subsequent clean-up and mitigation activities; and

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negative publicity resulting in reputation or brand damage with customers, partners or industry peers.

The difficult conditions in the general aviation and other aircraft markets and in the overall economy that continue to materially adversely affect our business, financial condition, results of operations and liquidity may not improve in the near future.

Many of the products we sell are considered discretionary purchases, and are significantly affected by the level of corporate and consumer spending which, in turn, is a function of the general economic environment. In a slowly growing economy, such as many of the markets in which we operate are experiencing, demand for our products may weaken and prospective customers may postpone planned purchases. Accordingly, sales of our products may be adversely affected by a weak economy, increases in consumer debt levels, uncertainties regarding future economic prospects or a decline in consumer confidence.

Moreover, aircraft customers, including sellers of fractional share interests, providers of charter services and dealers have responded, and may continue to respond, to the current weak economic conditions by delaying delivery of orders [or canceling orders as we have experienced since late 2008]. Weakness in the economy may also result in fewer hours being flown on existing aircraft and, consequently, lower demand for spare parts and maintenance services. Weak economic conditions may also cause reduced demand for used business jets. We have experienced reductions in the fair market value of used aircraft accepted as trade-ins while such aircraft were in our inventory. In addition, economic conditions have resulted in an increased supply of used aircraft in the market which to some extent competes with our sales of new aircraft into the market. The continuation of this dynamic may adversely affect sales of our products.

Our operations depend on our ability to maintain continuous, uninterrupted production at our manufacturing facilities. Our production facilities are subject to physical and other risks that could disrupt production.

Our manufacturing facilities could be damaged or disrupted by a natural disaster, war, terrorist activity or sustained mechanical failure. Although we have obtained property damage and business interruption insurance in amounts determined sufficient by management, a major catastrophe, such as a fire, flood, tornado or other natural disaster at any of our sites, war or terrorist activities in any of the areas where we conduct operations or the sustained mechanical failure of a key piece of equipment could result in a prolonged interruption of all or a substantial portion of our business. Production at our manufacturing facilities could be disrupted in connection with our closure of certain of our other facilities and our outsourcing of certain operations. Any disruption resulting from these events could cause significant delays in shipments of products and the loss of sales and customers. We may not have insurance to adequately compensate us for any of these events. A large portion of our operations is conducted in facilities in Wichita, Kansas; Little Rock, Arkansas; Chester, England; and Chihuahua, Mexico, and any significant damage or disruption to these facilities in particular would materially adversely affect our ability to manufacture and deliver aircraft and parts to our customers.

Our results of operations and financial condition could be materially adversely impacted by some of our customers’ inability to obtain financing.

Some of our customers rely on credit markets to obtain financing for new and used aircraft purchases. Uncertainty in with respect to the residual value of aircraft being financed may reduce the number of lenders willing to finance aircraft or cause lenders to impose stricter lending requirements. The inability of a portion of our customers to obtain financing could lead to reduced demand for our products, delayed deliveries or order cancellations, which could adversely affect the number of aircraft deliveries we make or reduce the prices we can charge for our aircraft, either of which could have a material adverse effect on our financial condition and results of operations.

We accept used aircraft as trade-ins from our customers and may be required to accept trade-ins at a financial loss.

In connection with the signing of a purchase contract for new aircraft, we may agree to accept a trade-in aircraft from our customer as partial consideration of the purchase price. We may be required to accept trade-ins at prices that are above the then-market price of the trade-in aircraft, which would result in lower gross margins at the time of the new aircraft sale.

We are at risk of adverse publicity and losses stemming from any accident involving aircraft for which we hold design authority.

Any accident involving one of our manufactured aircraft could create a public perception that our aircraft are not safe or reliable, which could harm our reputation and have a negative impact on our business, financial condition and results of operations. In addition, if one of our manufactured aircraft were to crash or be involved in an accident, we could be exposed to significant liability. We are currently involved in various litigation matters stemming from such incidents. Our insurance coverage may not be adequate to cover all possible losses that may arise in the event of an accident involving one of our manufactured products. In the event that our insurance is not adequate, we may be forced to bear substantial losses.

Accidents and incidents involving one of our manufactured aircraft may prompt the FAA to issue airworthiness directives or other notices regarding the aircraft, and we have received such airworthiness directives previously. Publication of an FAA airworthiness directive or notice could create a public perception that a particular Hawker Beechcraft aircraft is not safe, reliable, or suitable for an operator’s needs. This perception could result in a claim being filed against us or lost future sales, or both. In addition, the FAA could require design modifications causing us to incur significant expenditures altering an aircraft design, altering aircraft in production and altering fielded aircraft. FAA airworthiness directives are typically followed by similar regulatory requirements in other countries where affected aircraft are certified. The publication of an airworthiness directive or notice by the FAA could lead to a decline in revenues and have a negative impact on our business, financial condition and results of operations.

The General Aviation Revitalization Act of 1994 (“GARA”) provides a “statute of repose” which, in the context of aviation litigation, operates to limit the time a lawsuit can be filed against an aircraft manufacturer. GARA bars lawsuits against a manufacturer of aircraft or aircraft components once the product has been in service for eighteen years. Such limitations on liability, however, are dependent upon the facts and circumstances surrounding the incident giving rise to liability. GARA does not, for instance, apply if the aircraft was engaged in a scheduled passenger flight and may not apply in certain air medical services operations. Raytheon Aircraft has manufactured certain aircraft that remain in use in scheduled passenger and other operations, including the King Air 1900, that may not be covered by GARA. In addition, as part of the Acquisition, we retained the type certification for the King Air 1900. As a result, if any of these aircraft were to crash or be involved in an accident, we could be exposed to liability and may not have a defense under GARA.

The outcome of litigation in which we have been named as a defendant is unpredictable and an adverse decision in any such matter could have a material adverse effect on our financial position, results of operations and liquidity.

We are defendants in a number of litigation matters and are subject to various other claims, demands and investigations. These matters may divert financial and management resources that would otherwise be used to benefit our operations. No assurances can be given that the results of these matters will be favorable to us. An adverse resolution or outcome of any of these lawsuits, claims, demands or investigations could have a negative impact on our business, financial condition, results of operations and liquidity.

~~Under~~Increases ~~the~~in ~~purchase~~labor ~~agreement relating to the Acquisition~~costs, ~~Raytheon~~potential ~~has~~labor ~~retained~~disputes ~~liability~~and ~~for~~work ~~product~~stoppages ~~liability~~at ~~claims~~our ~~relating~~facilities ~~to occurrences after April 1, 2001 until closing of the Acquisition. However, to the extent that Raytheon fails to uphold its agreements under the contract, we~~ could bematerially adversely ~~affected.~~affect Weour ~~retain liability for claims relating to occurrences~~financial ~~prior to April 1, 2001, subject to limited exceptions covering specific liabilities retained by Raytheon~~performance.

Our financial performance is affected by the availability of qualified personnel and the cost of labor. Approximately 37% of our workforce at December 31, 2011, was represented by unions and is covered by collective bargaining agreements. Approximately 2,600 of our hourly employees at our Wichita, Kansas facilities are covered by a collective bargaining agreement with the International Association of Machinists and Aerospace Workers that expires in August 2016. Our service facility in Chester, England, had a union contract covering approximately 130 employees that expired on March 31, 2012. Although this agreement expired on March 31, 2012, we do not anticipate any work stoppages during the renegotiation process. If our workers were to engage in a strike, work stoppage or other slowdown, we could experience a significant disruption of our operations that could cause us to be unable to deliver products to our customers on a timely basis and could result in a breach of our sales or supply agreements. This could result in a loss of business and an increase in our operating expenses, which could have a material adverse effect on our business, financial condition, results of operations and liquidity. In addition, our non-unionized labor force may become subject to labor union organizing efforts, which could cause us to incur additional labor costs and increase the related risks that we now face.

Our JPATS contracts expose us to the inherent risks of fixed price contracting, and future contracts under the JPATS program are not guaranteed.

We manufacture aircraft for the U.S. Air Force and the U.S. Navy. We provide some of our products and services to governments through long-term contracts in which the pricing terms are fixed based on certain production volumes. For the year

ended December 31, 2011, approximately 21% of our revenues were derived from the JPATS contract. Government programs such as the JPATS program are generally implemented by the award of multi-year contracts in which the pricing for future years’ procurements by the government is negotiated under fixed price contracts and segregated into individual lots to be exercised on an annual basis. The award of these future lots is subject to future Congressional appropriations. Congress generally appropriates funds on a fiscal year basis even though a program extends for more than one year. Consequently, programs are often only partially funded at any one time, and additional funds are committed only as Congress makes further appropriations. U.S. government contracts under such programs are subject to termination or adjustment if appropriations for the program are not available or change. In addition, U.S. government contracts, including the JPATS contract, generally contain provisions permitting termination, in whole or in part, without prior notice at the U.S. government’s convenience as well as termination for default based on performance. Upon termination for convenience, we are generally entitled to compensation only for work done and commitments outstanding at the time of termination. A termination arising out of our default could expose us to liability and have a negative impact on our ability to obtain future contracts and orders. Furthermore, on contracts for which we are a subcontractor and not the prime contractor, the U.S. government could terminate the prime contract for convenience or otherwise, irrespective of our performance as a subcontractor.

In January 2011, the Secretary of Defense publicized his efforts to freeze the military budget as part of the U.S. government’s efforts to decrease the deficit. Circumstances such as these may increase the risk that Congress may limit its appropriations in the future. The termination of one or more large contracts, whether due to lack of funding, for convenience, or otherwise, or the occurrence of delays, cost overruns and product failures in connection with one or more government contracts, could materially adversely impact our results of operations and financial condition. Furthermore, we can give no assurance that we would be able to procure new U.S. government contracts to offset the revenues lost as a result of any termination of our current U.S. government contracts. The majority of our Trainer/Attack Aircraft segment sales are from our JPATS contract. A termination of the JPATS contract would substantially reduce future sales in this segment.

The JPATS contracts are generally fixed-price in nature. As a result, we will bear the risk that increased or unexpected costs may reduce our profit margins or cause us to sustain losses on the contract. We must fully absorb cost overruns, notwithstanding the difficulty of estimating all of the costs we will incur in performing this contract and in projecting the ultimate level of sales that we may achieve. Our failure to anticipate technical problems, estimate delivery reductions, estimate costs accurately, or control costs during performance of a fixed price contract may reduce the profitability of a contract or cause a loss.

Our business could be adversely affected by a negative audit by the U.S. government.

As a government contractor we are subject to routine audits and investigations by U.S. government agencies such as the DCAA. These agencies review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. The DCAA also reviews the adequacy of, and a contractor’s compliance with, its internal control systems and policies. Any costs found to be improperly allocated to a specific contract will not be reimbursed or must be refunded if already reimbursed. Moreover, private individuals may bring qui tam, or “whistle blower” suits, under the False Claims Act, which permits a private individual to bring a claim on behalf of the U.S. government to recover payments made as a result of a false claim. Such individuals may receive a portion of amounts recovered on behalf of the U.S. government. If an audit, alleged whistle blower or other activity results in discovery of improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, which may include: termination of contracts; forfeiture of profits; suspension of payments; fines; and suspension or prohibition from doing business with the U.S. government. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us.

We are subject to government regulation, and our business may be materially adversely affected if we lose our government, regulatory or industry approvals, if more stringent government regulations are enacted or if industry oversight is increased.

The FAA prescribes standards and qualification requirements for aerostructures, including virtually all general aviation products. The FAA further regulates virtually all aviation services, such as maintenance, training, and the operation of aircraft. Comparable agencies, including but not limited to the European Aviation Safety Agency (“EASA”), in Europe, regulate these matters in other countries. In addition, the FAA, the EASA or other comparable agencies occasionally propose new regulations or changes to existing regulations. These regulations, if adopted, could cause us to incur significant additional costs to achieve compliance. If we fail to qualify for or obtain a required license for one of our products or services or lose a qualification or license previously granted, the sale of the subject product or service would be prohibited by law until such license is obtained or renewed and our business, financial condition, results of operations and liquidity could be materially adversely affected. In addition, designing new products to meet existing regulatory requirements and retrofitting existing products to comply with new regulatory requirements can be expensive and time consuming.

Further, our business could be materially adversely affected if the U.S. government enacts new regulation in the form of user fees or other tax regulation on our products or their use. Our products are generally considered discretionary goods and are

not currently subject to user fees or other excess taxation. If the U.S. government were to institute new taxes on the operation or use of our products, the attractiveness of general aviation as an alternative to commercial airfare could be affected and demand for our products may decrease, which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Certain contracts, primarily related to our special mission business, are classified contracts. Because one of our principal shareholders is a Canadian entity, we have agreed to, and have implemented, a Security Control Agreement with the Defense Security Service as a suitable Foreign Ownership, Control or Influence (“FOCI”) mitigation arrangement under the National Industrial Security Program Operating Manual. A FOCI arrangement is necessary for us to continue to maintain the requisite security clearances to complete performance under these contracts. Failure to reach and/or maintain an appropriate agreement with the Defense Security Service regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the security clearances, which in turn would mean that we would not be able to enter into future classified contracts, and may result in the loss of our ability to complete our existing classified contracts.

We are subject to regulation of our technical data and goods under U.S. export control laws.

A determination that we have failed to comply with one or more of these export controls or trade sanctions could result in civil or criminal penalties, including the imposition of fines and the denial of export privileges and debarment from participation in U.S. government contracts. Delays or disapproval of export or import licenses or agreements could delay production and adversely affect our financial condition. Additionally, restrictions may be placed on the export of technical data and goods in the future as a result of changing geo-political conditions. Any one or more of such sanctions could have a material adverse effect on our business, financial condition and results of operations.

We are subject to strict environmental laws and regulations that may lead to significant, unforeseen expenses.

Our operations are subject to the requirements of federal, state, local, European and other foreign environmental and occupational health and safety laws and regulations, the violation of which can result in substantial costs and liabilities, including material civil and criminal fines and penalties. Such requirements include those pertaining to pollution; the protection of human health and the environment; air emissions; wastewater discharges; occupational safety and health; and the generation, handling, treatment, remediation, use, storage, transport, release of and exposure to, hazardous substances and wastes. We have incurred and will continue to incur costs and capital expenditures to comply with these environmental requirements and to obtain and maintain all necessary permits. Any failure by us to comply with such laws and regulations could subject us to significant civil or criminal fines and penalties and other liabilities. In addition, if we were convicted of a violation of certain of these laws or regulations (including the Clean Air Act and the Clean Water Act), we, or one of our subsidiaries, could be placed by the U. S. Environmental Protection Agency (the “EPA”) on the “Excluded Parties List” maintained by the U.S. General Services Administration. The listing would continue until the EPA concluded that the cause of the violation had been cured. Facilities at which the violation occurred cannot be used in performing any U.S. Government contract awarded during any period of listing by the EPA, and pre-existing contracts may be terminated by the government once a facility is listed. In addition, this prohibition can also extend to other facilities that are owned or operated by a convicted entity.

16Under certain of these laws and regulations, such as the federal Superfund statute, the obligation to investigate and remediate contamination at a facility may be imposed on current and former owners or operators or on persons who may have sent waste to that facility for disposal. Liability under these laws and regulations may be without regard to fault or to the legality of the activities giving rise to the contamination. Contamination has been identified at some of our facilities, and we have incurred, and will continue to incur, costs to investigate and remediate these conditions. In connection with such contamination, we may also be liable for natural resource damages, government penalties and claims by third parties for personal injury and property damage. In addition, we may incur liabilities in connection with any future environmental contamination or any

~~Environmental~~previously ~~Protection~~unknown ~~Agency~~but ~~(the~~currently ~~“EPA”)~~existing onenvironmental ~~the~~conditions ~~“Excluded~~at ~~Parties~~our ~~List” maintained by the U~~facilities.S. ~~General Services Administration.~~ The ~~listing~~costs ~~would~~of ~~continue~~investigation, ~~until~~remediation ~~the~~and ~~EPA concluded~~other ~~that~~costs ~~the~~with ~~cause~~respect ofto ~~the~~identified ~~violation~~environmental ~~had~~conditions, including ~~been~~conditions ~~cured. Facilities~~ at ~~which~~offsite ~~the~~disposal ~~violation~~locations ~~occurred~~with ~~cannot~~respect beto ~~used~~which inwe ~~performing~~have ~~any~~been ~~U.S.~~notified ~~Government contract awarded during any period~~ of ~~listing~~potential ~~by the EPA~~liability, ~~and~~could ~~pre-existing contracts may~~ be ~~terminated~~ ~~by the government once a facility is listed~~significant. ~~In addition, this prohibition can also extend to other facilities that are owned or operated by a convicted entity.~~

Under certain of these laws and regulations, such as the federal Superfund statute, the obligation to investigate and remediate contamination at a facility may be imposed on current and former owners or operators or on persons who may have sent waste to that facility for disposal. Liability under these laws and regulations may be without regard to fault or to the legality of the activities giving rise to the contamination. Contamination has been identified at some of our facilities, and we have incurred, and will continue to incur, costs to investigate and remediate these conditions. In connection with such contamination, we may also be liable for natural resource damages, government penalties and claims by third parties for personal injury and property damage. In addition, we may incur liabilities in connection with any future environmental contamination or any previously unknown but currently existing environmental conditions at our facilities. The costs of investigation, remediation and other costs with respect to identified environmental conditions, including conditions at offsite disposal locations with respect to which we have been notified of potential liability, could be significant.

Under the purchase agreement with Raytheon, subject to certain conditions, Raytheon is obligated to indemnify us for a number of categories of environmental liabilities, including liabilities relating to contamination at, and waste disposal sites used by, facilities that RA formerly owned or operated. We cannot be certain, however, that Raytheon will satisfy its indemnification obligations in whole or in part. If Raytheon fails to comply with its indemnity obligations, we could become subject to significant liabilities.

In addition, environmental laws and regulations, and the interpretation or enforcement of these laws and regulations, are constantly evolving and it is impossible to predict accurately the effect that changes in these laws and regulations, or their interpretation or enforcement, may have upon our business, financial condition, results of operations or liquidity. Should environmental laws and regulations, or their interpretation or enforcement, become more stringent, the costs of compliance could increase. If we cannot pass along future cost increases to our customers, any such increases may have an adverse effect on our business, financial condition, results of operations or liquidity.

We are subject to fluctuations in the rate of exchange between U.S. dollars and foreign currencies, particularly U.K. pound sterling.

The majority of our sales are generated in U.S. dollars; however, a significant component of our aircraft production cost on certain models is contracted with suppliers in U.K. pound sterling. We may enter into foreign currency forward contracts with commercial banks to fix the dollar value of a portion of our commitments to these suppliers; however, these foreign currency forward contracts may not cover the total value of foreign currency payments we are obligated, or may become obligated, to make. Therefore, we could be adversely affected by a weakening of the U.S. dollar relative to foreign currencies, particularly the U.K. pound sterling. Conversely, declining production volumes could cause foreign currency forward contracts to be in excess of required foreign currency commitments causing us to be exposed to mark-to-market gains or losses for the ineffective portion of foreign currency forward contracts or contracts not designated in a cash flow hedging relationship.

We accept used aircraft as trade-ins from our customers and may be required to accept trade-ins at a financial loss.

In connection with the signing of a purchase contract for new aircraft, we may agree to accept a trade-in aircraft from our customer as partial consideration of the purchase price. We attempt to value trade-ins at levels that will enable us to sell the used aircraft within 60 to 90 days of the trade-in. When we experience long delays between signing of a purchase contract and actual delivery of the aircraft, we may be required to accept trade-ins at prices that are above the then-market price of the trade-in aircraft, which would result in lower gross margins at the time of the new aircraft sale.

Any future decrease in the market value of the aircraft we accept on trade-in could cause us to incur charges to income. We cannot be certain that then-prevailing market conditions would enable us to resell or lease the underlying used aircraft at its anticipated fair value or in a timely manner. Consequently, our practice of accepting trade-ins of aircraft from our customers could reduce our cash flow and income in a particular year.

We must assess the value of used aircraft and aircraft materials and parts, which requires significant judgment, and changes in the value of such items could adversely affect our future financial results.

~~The~~There ~~valuation~~is significant judgment used to determine the value of used aircraft inthat ~~inventory~~we acquire. We assess the realizable value of the aircraft on a continual basis. During this assessment, ~~which~~we ~~are~~evaluate ~~stated~~many atfactors, ~~cost~~including current and future market conditions, ~~but~~the ~~not~~age inand ~~excess~~condition of ~~realizable~~the ~~value~~aircraft and availability levels of the aircraft in the market. In addition, the valuation of aircraft materials and parts that support our worldwide fleet requires significant judgment. AsWe ~~part~~assess ofthe ~~our~~realizable ~~assessment~~value of ~~realizable~~the ~~value~~parts on a continual basis. During this assessment, we evaluate many factors, including ~~current~~the expected useful life of the aircraft, some of which have remained in service for several decades. Furthermore, we assume an orderly disposition of both used aircraft and ~~future~~aircraft materials and parts in connection with our assessments of realizable value. Changes in market or economic conditions and changes in products or competitive products may adversely impact the future valuation of used aircraft and aircraft materials and parts and such changes in valuation could materially adversely affect our business, financial condition, results of operations or liquidity.

conditions, the age and condition of the aircraft and availability levels of the aircraft in the market. In addition, the valuation of aircraft materials and parts that support our worldwide fleet of aircraft, which are stated at cost, but not in excess of realizable value, also requires significant judgment. As part of our assessment of realizable value, we evaluate many factors, including the expected useful life of the aircraft, some of which have remained in service for several decades. Furthermore, we assume an orderly disposition of both used aircraft and aircraft materials and parts in connection with our assessments of realizable value. Changes in market or economic conditions and changes in products or competitive products may adversely impact the future valuation of used aircraft and aircraft materials and parts and such changes in valuation could materially adversely affect our business, financial condition, results of operations or liquidity.

We use estimates in accounting for certain contracts and changes in our estimates could adversely affect our financial results.

Revenue recognition for certain of our contracts requires judgment relative to estimating total sales and costs at completion. Due to the size and nature of these contracts, the estimating process is complicated. Because of the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if we used different assumptions. Changes in underlying assumptions, circumstances or estimates may materially adversely affect our business, financial condition and results of operations.

Implementation of new information systems could cause disruptions to our operations.

In 2011, we will implement new information systems software throughout the company. Implementation of the new system could cause disruptions to our operations.

Our business operations could be negatively impacted if we fail to adequately protect our intellectual property rights or if third parties claim that we are in violation of their intellectual property rights.

We rely on a combination of trademarks, trade names, copyrights, patents, non-patented proprietary know-how, trade secrets and other proprietary information. We employ various methods to protect our proprietary information, including confidentiality agreements, invention assignment agreements and proprietary information agreements with vendors, employees, contractors, distributors, consultants and others. However, these agreements may be breached. In addition, we hold U.S. and foreign trademarks and patents relating to a number of our products and have additional trademark and patent applications pending. We also apply for patents in the ordinary course of our business, as we deem appropriate. However, these precautions offer only limited protection, and our proprietary information may become known to, or be independently developed by, competitors, patent or trademark applications might not be issued or our proprietary rights in intellectual property may be challenged, any of which could have a material adverse effect on our business, financial condition and results of operations. Additionally, our existing or future patents, if any, may not afford us significant competitive advantages, and we cannot be certain that any patent application will result in an issued patent or that our patents will not be circumvented, invalidated or declared unenforceable.

Our results of operations, financial condition and liquidity could be adversely affected if we become involved in intellectual property litigation. If we were to lose any such litigation, a court or a similar foreign governing body could invalidate or render unenforceable our owned or licensed patents, require us to pay significant damages, cause us to seek licenses and/or pay royalties to third parties, require us to redesign our products, or prevent us from manufacturing, using or selling our products. Any of those events could have a material adverse effect on our financial condition, results of operations and liquidity. The defense and prosecution of intellectual property suits and proceedings before the U.S. Patent and Trademark Office, or its foreign equivalents, are costly and time consuming. Intellectual property litigation relating to our products could cause our customers or potential customers to defer or limit their purchase or use of the affected products until resolution of the litigation.

Inclement weather conditions during the last quarter of the calendar year, when we typically have our peak deliveries, could adversely affect our financial results.

Historically, our peak deliveries have occurred during the last quarter of the calendar year. Inclement weather conditions during that time of year may limit our ability to conduct necessary pre-delivery flight tests, which may delay our deliveries and adversely affect our financial results.

If we fail to maintain a minimum number of employees in Kansas, we will be required to repay a portion of the funds we have received from the State of Kansas, which could materially adversely affect our business, financial condition, results of operations or liquidity.

In December 2010, we reached an agreement with the State of Kansas pursuant to which we received $10.0 million in 2011, and we will receive an additional $5.0 million each year for the next four years. These funds may be used for expenses such as the purchase or relocation of equipment, product development, labor recruitment or building costs. The State’s incentive package requires us to maintain our current product lines in Wichita and retain at least 4,000 jobs in Kansas over the next 10 years. If we do not, we will be subject to certain repayment obligations which could materially adversely affect our business, financial condition, results of operations or liquidity.

Any future business combinations, acquisitions, mergers or joint ventures will expose us to risks, including the risk that we may not be able to successfully integrate these businesses or achieve expected operating synergies.

We actively consider strategic transactions from time to time. We evaluate acquisitions, joint ventures, alliances or co-production programs as opportunities arise, and we may be engaged in varying levels of negotiations with potential competitors at any time. We may not be able to effect transactions with strategic alliance, acquisition or co-production program candidates on commercially reasonable terms or at all. The integration of companies that have previously been operated separately involves a number of risks; as such, if we enter into these transactions, we also may not realize the benefits we anticipate and we may subject ourselves to unforeseen contingent liabilities. Consummating any acquisitions, joint ventures, alliances or co-production programs could result in the incurrence of additional debt and related interest expense. In addition, we may not be able to obtain additional financing for these transactions.

Significant changes in discount rates, actual investment return on pension assets and other factors could affect our results of operations, equity and pension contributions in future periods.

Our results of operations are impacted by the amount of income or expense we record for our pension and other postretirement benefit plans. Generally accepted accounting principles in the United States of America (“GAAP”) require that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions relating to financial market and other economic conditions. The most significant year-end assumptions used to estimate pension or other postretirement income or expense for the following year are the discount rate, the expected long-term rate of return on plan assets and expected rate of inflation for medical costs. In addition, we are required to make an annual measurement of plan assets and liabilities, which may result in a significant change to Other Comprehensive Income, a component of equity. Changes in key economic indicators could cause our assumptions to not be realized and materially impact our results of operations. For a discussion regarding how our financial statements can be affected by pension and other postretirement plan accounting policies, see Item 7, “Management’s Discussion and Analysis – Critical Accounting Policies” of this Annual Report on Form 10-K. Although GAAP expense and pension or other postretirement contributions are not directly related, the key economic factors that affect GAAP expense would also likely affect contributions to the pension or other postretirement plans. Potential pension contributions include both mandatory amounts required under federal law Employee Retirement Income Security Act (“ERISA”) and discretionary contributions to improve the plans’ funded status.

Our business will suffer if we are unable to recruit and retain highly skilled staff.

The success of our business is highly dependent upon our ability to continue to recruit, train and retain skilled employees, particularly skilled engineers. The market for these personnel resources is highly competitive. We may be unsuccessful in attracting and retaining the engineers we need, and, in such event, our business could be materially adversely affected. Our inability to hire new personnel with the requisite skills could impair our ability to provide products to our customers or to manage our business effectively.

In December 2010, we reached an agreement with the State of Kansas pursuant to which we will receive $10 million in 2011, followed by $5 million each year for the next four years. These funds may be used for expenses such as the purchase or relocation of equipment, product development, labor recruitment, or building costs. The State’s incentive package requires us to maintain our current product lines in Wichita and retain at least 4,000 jobs in Kansas over the next 10 years. If we do not, we will be subject to certain repayment obligations which could materially adversely affect our business, financial condition, results of operations or liquidity.

The conditions of the U.S. and international capital markets may adversely affect our financial condition or liquidity.

If financial institutions that have extended credit commitments to the Company are adversely affected by the current or future conditions of the U.S. and international capital markets, they may become unable to fulfill their credit commitments to the Company, which could have an adverse impact on the Company’s financial condition and its ability to access its revolving credit or to borrow additional funds, if needed, for working capital, capital expenditures, acquisitions, research and development and other corporate purposes. By way of example, on September 15, 2008, Lehman Brothers Holdings, Inc. (“Lehman”) filed for bankruptcy. One of Lehman’s subsidiaries, Lehman Brothers Commercial Bank, had a $35.0 million commitment in the Company’s revolving credit facility (the amount of this commitment has been reduced to $22.7 million as a result of an overall reduction in the revolving commitment). Accordingly, we do not expect Lehman Brothers Commercial Bank to fulfill its funding obligations under the Company’s revolving credit facility.

The investment of our cash balance is subject to risks which may cause losses and affect the liquidity of these investments.

We hold our cash in a variety of investment grade, liquid money market instruments. If the carrying value of our investments exceeds the fair value and the decline in fair value is deemed to be other-than-temporary, we will be required to write down the value of our investments, which could materially harm our results of operations and financial condition. If there is destabilization in the credit environment, we might incur significant realized, unrealized or impairment losses associated with these investments. Fair market value of our investments is determined on a daily basis based on market prices.

We are a holding company.

We are a holding company, and we conduct substantially all of our operations through our subsidiaries. As a result, our ability to meet our debt service obligations, including our obligations under the notes, substantially depends upon our subsidiaries’ cash flows and payment of funds to us by our subsidiaries as dividends, loans, advances or other payments. In addition, the payment of dividends or the making of loans, advances or other payments to us may be subject to regulatory or contractual restrictions.

Risks Related to Our Indebtedness

Our substantial level of indebtedness could adversely affect our business, financial condition, results of operations or liquidity and prevent us from fulfilling our obligations under the notes.

We have substantial indebtedness. As of December 31, 2010, we had $2,129.7 million of total indebtedness, including $59.6 million of short-term notes payable. We also have up to $75.0 million of letter of credit issuances available under our synthetic letter of credit facility.

Our substantial indebtedness could have important consequences, including the following:

• it may be more difficult for us to satisfy our obligations with respect to the notes;

• our ability to obtain additional financing for working capital, debt service requirements, general corporate or other purposes may be impaired;

• we must use a substantial portion of our cash flow to pay interest and principal on the notes and our other indebtedness, which will reduce the funds available to us for other purposes;

• we may be vulnerable to economic downturns and adverse industry conditions;

• our ability to capitalize on business opportunities and to react to pressures and changes in our industry as compared to our competitors may be compromised due to our high level of indebtedness; and

• our ability to refinance our indebtedness, including the notes, may be limited.

In addition, the borrowings under our senior secured credit facilities bear interest at variable rates and other debt we incur could likewise be variable-rate debt. If market interest rates increase, variable-rate debt will create higher debt service requirements, which could adversely affect our cash flow. While we have entered into agreements designed to limit our exposure to higher interest rates, any such agreements do not offer complete protection from this risk.

Furthermore, prior to the repayment of the notes, we will be required to repay or refinance our senior secured credit facilities and, prior to the repayment of the senior subordinated notes, we will be required to repay or refinance the senior notes. If we were unable to make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as:

• sales of assets;

• sales of equity; and/or

• negotiations with our lenders to restructure the applicable debt.

Our senior secured credit facilities and the indentures governing the notes may restrict, or market or business conditions may limit, our ability to avail ourselves of some or all of these options.

Our principal sources of liquidity consist of cash generated by operations and borrowings available under our revolving credit facility. Our liquidity requirements are significant, primarily due to debt service obligations. Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are largely beyond our control.

Despite our current indebtedness level, we and our subsidiaries may still be able to incur substantially more debt, which could exacerbate the risks associated with our substantial indebtedness.

The terms of the indentures governing the notes permit us to incur substantial additional indebtedness in the future, including secured indebtedness. Any senior debt incurred by us would be senior to the senior subordinated notes and, if secured, effectively senior to the senior notes. If we incur any additional indebtedness that ranks equal to either the senior or the senior subordinated notes, the holders of that debt will be entitled to share ratably with the holders of the applicable notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of us. If new debt is added to our or our subsidiaries’ current debt levels, the related risks that we now face could intensify.

Our debt instruments, including the indentures governing the notes and our senior secured credit facilities, impose significant operating and financial restrictions on us. If we default under any of these debt instruments, we may not be able to make payments on the notes.

The indentures and our senior secured credit facilities impose significant operating and financial restrictions on us. These restrictions limit our ability to, among other things:

• incur additional indebtedness or guarantee obligations;

• repay indebtedness (including the notes) prior to stated maturities;

• pay dividends or make certain other restricted payments;

• make investments or acquisitions;

• create liens or other encumbrances;

• transfer or sell certain assets or merge or consolidate with another entity;

• engage in transactions with affiliates; and

• engage in certain business activities.

In addition to the restrictions listed above, our revolving credit facility requires us to meet specified financial covenants as of certain dates. Beginning in fiscal year 2011, we will be required to maintain a minimum Adjusted EBITDA for specified periods, as further described below under “Management’s Discussion and Analysis and Results of Operations – Capital Resources.” Any of these provisions could limit our ability to plan for or react to market conditions and could otherwise restrict corporate activities.

Our ability to comply with these provisions may be affected by events beyond our control, and an adverse development affecting our business could require us to seek waivers or amendments of covenants, alternative or additional sources of financing or reductions in expenditures. We cannot be certain that such waivers, amendments or alternative additional financings could be obtained or, if obtained, would be on terms acceptable to us. In addition, the holders of the senior notes will have no control over any waivers or amendments with respect to any debt outstanding other than the debt contained in the indenture governing the senior notes, and the holders of the senior subordinated notes will have no control over any waivers or amendments with respect to any debt outstanding other than the debt contained in the indenture governing the senior subordinated notes. Therefore, we cannot be certain that even if the holders of the senior notes or senior subordinated notes, as applicable, agree to waive or amend the covenants contained in the respective indenture, the holders of our other debt will agree to do the same with respect to their debt instruments.

A breach of any of the covenants or restrictions contained in any of our existing or future financing agreements could result in a default or an event of default under those agreements. Such a default or event of default could allow the lenders under our financing agreements, if the agreements so provide, to discontinue lending, to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies, and to declare all borrowings outstanding thereunder to be due and payable. In addition, the lenders could terminate any commitments they had made to supply us with further funds. If the lenders require immediate repayments, we may not be able to repay them and also repay the notes in full.

Certain private equity investment funds affiliated with GS Capital Partners VI, L.P. and Onex Partners II LP own a significant majority of our equity, and their interests may not be aligned with our note holders or creditors.

Private equity investment funds affiliated with GS Capital Partners VI, L.P. and Onex Partners II LP own substantially all of our equity. These private equity investment funds have the power, subject to certain exceptions, to direct our affairs and policies. A majority of the members of the HBI Board of Directors have been designated by these private equity investment funds. Through such representation on the HBI Board of Directors, they are able to substantially influence the appointment of management and entry into extraordinary transactions, including mergers and sales of assets.

The interests of GS Capital Partners VI, L.P. and Onex Partners II LP and their respective affiliates could conflict with the interests of the note holders or creditors. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of GS Capital Partners VI, L.P. and Onex Partners II LP as equity holders might conflict with the interests of the note holders or creditors. Affiliates of GS Capital Partners VI, L.P. and Onex Partners II LP may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, although such transactions might involve risks to the note holders or creditors. In addition, GS Capital Partners VI, L.P. and Onex Partners II LP or their respective affiliates may in the future own businesses that directly or indirectly compete with ours or our suppliers or customers of ours. For example, affiliates of Onex Partners II LP currently own a controlling interest in one of our suppliers.

Item 1B.

Unresolved Staff Comments

Not applicable.

Item 2.

Properties

Our facilities consist of manufacturing, corporate office and hangar space, as well as our network of company-owned service centers.

Our principal executive offices and headquarters are located in Wichita, Kansas. Our principal manufacturing facilities are in Wichita ~~and Salina~~, Kansas; Little Rock, Arkansas; and Chihuahua, Mexico. Our primary distribution facilities are located in Wichita, Kansas,; Dallas, Texas,; London, England,; Dubai, United Arab ~~Emerates~~Emirates; and Singapore.

At21 ~~December 31, 2010 our properties consisted of the following:~~

Segment	Location	Activities	Owned/Leased	SquareFootage
Corporate Headquarters (1)	Wichita, Kansas	Parts processing, engine buildup, major and sub assembly, aircraft painting and interior installation and flight testing	Owned	3.9 million
Business and General Aviation	Salina, Kansas	Sub-assembly for all business and general aviation Beechcraft models and the Hawker 400XP	Leased	0.4 million
	Little Rock, Arkansas	Final specialty interior installation for the Hawker 900XP family and the Hawker 4000 and painting for the Hawker 900XP family	Leased	0.4 million
	Chihuahua, Mexico	Sheet metal processing, fabrication of parts and sub-assemblies for general aviation aircraft	Leased	0.4 million
Customer Support	Dallas, Texas	Retail aftermarket parts distribution warehouse	Leased	0.2 million

(1) Our Corporate Headquarters are located in Wichita, Kansas. All three of our business segments, Business and General Aviation, Trainer Aircraft and Customer Support, have operations located at our Corporate Headquarters. All operations for our Trainer Aircraft segment are in Wichita, Kansas.

At December 31, 2010, our Customer Support segment operated 10 company-owned service centers in the following locations: Wichita, Kansas; Houston, Texas; Atlanta, Georgia; Mesa, Arizona; Indianapolis, Indiana; Little Rock, Arkansas; Tampa, Florida; San Antonio, Texas; Toluca, Mexico; and Chester, England. These centers are supplemented by more than 100 company-authorized third party service centers. Service centers typically provide maintenance, repairs, overhaul, refurbishment and product upgrade services.

The following table summarizes our properties as of December 31, 2011:


Segment	Location	Activities	Owned/ Leased	Square Footage
Corporate Headquarters ^(a)	Wichita, Kansas	Parts processing, engine buildup, major and sub assembly, aircraft painting and interior installation and flight testing	Owned	3.9 million

Business and General Aviation	Salina, Kansas ^(b)	Sub-assembly for all business and general aviation Beechcraft models and the Hawker 400XP	Leased	0.4 million

	Little Rock, Arkansas	Final specialty interior installation for the Hawker 900XP family and the Hawker 4000 and painting for the Hawker 900XP family	Leased	0.4 million

	Chihuahua, Mexico	Sheet metal processing, fabrication of parts and sub-assemblies for general aviation aircraft	Leased	0.4 million

Customer Support	Dallas, Texas	Retail aftermarket parts distribution warehouse	Leased	0.2 million

(a)

Our Corporate Headquarters are located in Wichita, Kansas. All three of our business segments, Business and General Aviation, Trainer/Attack Aircraft and Customer Support, have operations located at our Corporate Headquarters. All operations for our Trainer/Attack Aircraft segment are in Wichita, Kansas.

(b)	These operations have been transitioned to other facilities. This lease expired in February 2012.

At December 31, 2011, our Customer Support segment operated 10 company-owned service centers in the following locations: Wichita, Kansas; Houston, Texas; Atlanta, Georgia; Mesa, Arizona; Indianapolis, Indiana; Little Rock, Arkansas; Tampa, Florida; San Antonio, Texas; Toluca, Mexico; and Chester, England. We also have new company-owned service centers scheduled to open in the first half of 2012 in Wilmington, Delaware, and Monterrey, Mexico. These centers are supplemented by approximately 100 company-authorized third party service centers. Service centers typically provide maintenance, repairs, overhaul, refurbishment and product upgrade services.

Management continually evaluates our facilities to ensure they are adequate to meet current business needs. Adjustments are made to the various holdings as business conditions change.

Item 3.

Legal Proceedings

We are from time to time subject to, and are presently involved in, litigation or other legal proceedings arising in the ordinary course of business. We are a defendant in a number of product liability lawsuits with respect to accidents involving our aircraft that allege personal injury and property damage and seek substantial recoveries, including, in some cases, punitive and exemplary damages. We maintain partial insurance coverage against such claims at a level determined by management to be prudent (see Note 19 to the Consolidated Financial Statements). In addition, Raytheon retained all product liability claims arising from incidents occurring after April 1, 2001 until closing the Acquisition on March 25, 2007. We cannot predict the outcome of these matters or whether Raytheon will uphold its indemnity obligations ~~(see Item 1A, “Risk Factors” contained in this Annual Report on Form 10-K)~~. We are at risk of losses and adverse publicity stemming from any accident involving aircraft for which we hold design authority. The outcome of litigation in which we have been named as a defendant is unpredictable and an adverse decision in any such matter could have a material adverse effect on our financial condition, results of operations or liquidity.

In July 2007, the FAA informed us that it had initiated an investigation concerning compliance by one of our suppliers with part specifications involving our T-6A trainers and certain special mission King Air aircraft sold to the U.S. government. HBAC cooperated with the FAA investigation and conducted its own supplier quality audits. HBAC believes the alleged non-compliance condition does not impact safety of flight. On June 17, 2008, the U.S. Attorney’s Office for the District of Kansas notified us that the FAA had referred a civil penalty matter arising out of its investigation to the U.S. Attorney’s Office for enforcement and that the FAA had recommended imposing civil penalties against HBAC. Based on discussions with the U.S. Attorney’s Office, HBAC expects to resolve the enforcement matter with the FAA in a manner that will not be material to our financial condition, results of operations or liquidity.

In April 2009, HBAC received a complaint naming it as a defendant in a qui tam lawsuit in the U.S. District Court for the District of Kansas. The complaint alleged violations of the civil False Claims Act (“FCA”) arising from alleged supplier non-conformance with specifications and HBAC’s alleged inadequate quality control over the supplier’s manufacturing process on certain T-6 and King Air aircraft delivered to the government. The lawsuit, United States ex rel. Minge, et al. v. Turbine Engine Components Technologies Corporation, et al., No. 07-1212-MLB (D. Kan.), alleged FCA causes of action against HBAC (and its predecessor, Raytheon Aircraft Company) and FCA causes of action, retaliation causes of action, and a tort cause of action against TECT Aerospace Wellington, Inc. (“TECT”), an HBAC supplier, and various affiliates of TECT. On February 3, 2010, the District of Kansas court granted HBAC’s motion for summary judgment in the qui tam case. The Court permitted the FCA retaliation cause of action to proceed against TECT. On June 1, 2010, the plaintiffs filed a motion to reconsider the order granting summary judgment and a motion to amend the complaint. On August 2, 2010, the Court denied plaintiffs’ motion to reconsider the order but granted plaintiffs’ leave to file an amended complaint. On September 29, 2010, HBAC filed an Answer and Affirmative Defenses. Discovery is pending pursuant to a November 12, 2010 Scheduling Order. No accruals have been recorded for this matter as of December 31, 2010.

On April 7, 2009, Airbus UK Ltd. (“Airbus”) filed a Request for Arbitration (“RFA”) with the International Chamber of Commerce (“ICC”) in Paris initiating proceedings against HBAC. Airbus alleges that HBAC breached its obligations under the Airframe Purchase and Support Agreement dated August 19, 1998 between Airbus and HBAC. More particularly, Airbus claims that it and HBAC reached agreement in April of 2008 for HBAC to purchase increased volumes of fuselages, wings, track kits and spare parts (collectively the “shipsets”) in the 2008 to 2010 time frame. Airbus further alleges that (i) beginning in late 2008, HBAC unilaterally reduced the number of shipsets that it would purchase in breach of its contractual obligations and (ii) that Airbus made substantial investments to expand its production capacity at the urging of HBAC and in reliance on alleged expanded commitments from HBAC. On December 23, 2009, Airbus filed its Statement of Claim, which seeks an award of damages potentially in excess of £40 million. HBAC filed its Statement of Defense and Counterclaim on April 5, 2010 denying liability and asserting a counterclaim against Airbus in the amount of £6,433,015. The arbitration merits hearing was held July 27-30, 2010. Post-hearing submissions were completed in October 2010; we are awaiting the decision of the tribunal.

Similar to other companies in our industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority in the ordinary course of business. Such requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. We review such requests and notices and take appropriate action.

23Qui Tam Matter

In April 2009, HBAC received a complaint naming it as a defendant in a qui tam lawsuit in the U.S. District Court for the District of Kansas. The complaint alleged violations of the civil False Claims Act (“FCA”) arising from alleged supplier non-conformance with specifications and HBAC’s alleged inadequate quality control over the supplier’s manufacturing process on certain T-6 and King Air aircraft delivered to the government. The lawsuit, United States ex rel. Minge, et al. v. Turbine Engine Components Technologies Corporation, et al., No. 07-1212-MLB (D. Kan.), alleged FCA causes of action against HBAC (and its predecessor, Raytheon Aircraft Company) and FCA causes of action, retaliation causes of action, and a tort cause of action against TECT Aerospace Wellington, Inc. (“TECT”), an HBAC supplier, and various affiliates of TECT. On February 3, 2010, the District of Kansas court granted HBAC’s motion for summary judgment in the qui tam case. The Court permitted the FCA retaliation cause of action to proceed against TECT. On June 1, 2010, the plaintiffs filed a motion to reconsider the order granting summary judgment and a motion to amend the complaint. On August 2, 2010, the Court denied plaintiffs’ motion to reconsider the order but granted plaintiffs’ leave to file an amended complaint. On September 29, 2010, HBAC filed an Answer and

Affirmative Defenses. Per the Third Scheduling Order (dated November 10, 2011) and an April 3, 2012 Order denying plaintiffs’ motion to extend the fact discovery deadline, fact discovery on the limited issues before the Court concluded on March 1, 2012. The Court has suspended the deadlines for expert disclosures and dispositive motions and will re-set those deadlines at a hearing to be held following the Court’s issuance of rulings on a number of pending discovery motions. No accruals have been recorded for this matter as of December 31, 2011.

Airbus Arbitration

On March 29, 2012, HBAC filed a Request for Arbitration with the International Court of Arbitration of the International Chamber of Commerce (“ICC”) in Paris, initiating proceedings against Airbus Operations Limited (“Airbus”). HBAC alleges that Airbus breached the Airframe Purchase and Support Agreement, dated August 19, 1998 between Airbus and HBAC. Airbus’s Answer and nomination of a co-arbitrator are due within 30 days from the receipt of the Request for Arbitration from the ICC.

Bid Protest

On October 29, 2010, the Air Force issued a solicitation for light air support aircraft (the “Solicitation”). Only two offerors submitted proposals in response to this Solicitation – Hawker Beechcraft Defense Company (“HBDC”) and the Sierra Nevada Corporation. HBDC proposed the AT-6C, a derivative of HBDC’s trainer aircraft (the “T-6”) widely used by the Air Force. After months of discussion, the Air Force excluded HBDC from the competitive range and, on December 22, 2011, awarded the contract to the Sierra Nevada Corporation.

On December 27, 2011, HBDC filed a bid protest action in the Court of Federal Claims, seeking a declaratory judgment and a permanent injunction requiring the Air Force to (i) set aside the award to the Sierra Nevada Corporation, (ii) reinstate HBDC to the competitive range under the procurement, (iii) conduct meaningful discussions with HBDC, (iv) request new final proposal revisions, and (v) reevaluate the proposals in accordance with the terms of the Solicitation.

On February 14, 2012, HBDC filed a Motion for Judgment on the Administrative Record and, in response, on February 28, 2012, the Air Force filed a Notice of Corrective Action stating that the Air Force intended to take corrective action with respect to the award at issue in the protest. The Air Force stated that it would (i) set aside the award to Sierra Nevada Corporation, (ii) reinstate HBDC to the competitive range under the procurement, (iii) accept new proposals from the parties, based upon the existing solicitation in its original form, or as amended, (iv) conduct meaningful discussions with the parties, and (v) reevaluate proposals in accordance with the terms of the Solicitation. The Air Force also reserved the right to conduct a whole new competition.

Based on its corrective action, the Air Force, on March 5, 2012, filed a motion to dismiss the protest on mootness grounds. That motion is currently pending before the Court of Federal Claims.

Item 4.

Mine Safety Disclosures

Not applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

All of the issued and outstanding capital stock of ~~Hawker~~HBNC ~~Beechcraft Notes Company~~ is owned by ~~Hawker Beechcraft Acquisition Company~~HBAC, ~~LLC,~~ and all of the limited liability company interests of ~~Hawker~~HBAC ~~Beechcraft Acquisition Company, LLC~~ are owned by ~~Hawker Beechcraft, Inc~~HBI. Accordingly, there is no established public trading market for HBAC’s equity securities.

Item 6.

Selected Financial Data

The following table presents selected historical financial information and other data. For the years ended December 31, 2011, 2010, 2009 and 2008, and the nine months ended December 31, 2007, the financial information and other data is for HBAC (the “Successor”) and is derived from ~~the~~our audited consolidated financial statements ~~of HBAC~~ included elsewhere in this and our prior Annual ~~Report~~Reports on Form 10-K. ~~For~~The financial information and other data for the three months ended March 25, 2007 ~~and the year ended December 31~~, ~~2006, the financial information and other data~~ is for Raytheon Aircraft, (the “Predecessor,”) and is derived from the audited consolidated financial statements and accompanying notes thereto of the Predecessor and, ~~with respect to the three months ended March 25, 2007 and the year ended December 31, 2006,~~ included in our prior Annual ~~Report~~Reports on Form 10-K ~~for the year ended December 31, 2009~~. The following information should be read in conjunction with the consolidated financial statements and related notes, as well as Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.

	Successor												Predecessor
	Years Ended December 31,									Nine MonthsEndedDecember 31,			Three MonthsEndedMarch 25,			Year Ended December 31,
(Dollars in millions)	2010			2009			2008			2007			2007			2006
Statements of Operations Data:
Sales	$	2,804.7		$	3,198.5		$	3,546.5		$	2,793.4		$	670.8		$	3,095.4
Costs and expenses:
Cost of sales		2,579.5			3,036.6			3,016.9			2,369.6			558.6			2,585.1
Restructuring, net		14.9			34.1			—			—			—			—
Definite-lived asset impairment		12.6			74.5			—			—			—			—
Goodwill and indefinite-lived intangible asset impairment		13.0			448.3			—			—			—			—
Selling, general and administrative expenses		257.5			209.7			279.1			205.4			59.5			211.0
Research and development expenses		101.1			107.3			110.2			70.1			21.3			83.2
Operating (loss) income		(173.9	)		(712.0	)		140.3			148.3			31.4			216.1
Intercompany interest expense, net		—			—			—			—			15.8			91.6
External interest expense (income), net		131.7			153.4			197.4			152.3			(0.9	)		(14.6	)
Gain on debt repurchase, net		—			(352.1	)		—			—			—			—
Other (income) expense, net		(2.2	)		(1.3	)		(2.4	)		1.0			(0.1	)		(1.5	)
Non-operating expense (income), net		129.5			(200.0	)		195.0			153.3			14.8			75.5
(Loss) income before tax		(303.4	)		(512.0	)		(54.7	)		(5.0	)		16.6			140.6
(Benefit from) provision for income taxes		0.9			(60.7	)		102.5			(5.8	)		6.4			50.5
Net (loss) income		(304.3	)		(451.3	)		(157.2	)		0.8			10.4			90.1
Net income attributable to non-controlling interest		0.6			0.3			1.4			0.7			0.2			—
Net (loss) income attributable to parent company	$	(304.9	)	$	(451.6	)	$	(158.6	)	$	0.1		$	10.0		$	90.1
Other Data:
Aircraft deliveries		318			418			477			367			88			462
Backlog	$	1,407.8		$	3,359.2		$	7,606.6		$	6,290.8		$	3,937.0		$	4,105.3
Capital expenditures	$	41.7		$	54.5		$	74.9		$	66.4		$	27.3		$	47.8
Statement of Finacial Position Data:	Successor												Predecessor
				As of December 31,									As of December 31,
(In millions)	2010			2009			2008			2007			2006
Cash and cash equivalents	$	422.8		$	568.8		$	377.6		$	569.5		$	25.9
Working capital(1)		327.7			375.8			553.9			326.1			804.4
Property, plant and equipment, net		482.2			549.8			641.8			655.7			520.8
Total assets		3,211.8			3,747.8			4,687.6			4,675.2			2,518.2
Total debt(2)		2,129.7			2,364.2			2,490.8			2,446.9			—

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

(2) Total debt includes $1,439.5 million in outstanding principal on our senior secured credit facilities net of unamortized original issue discount, $630.6 million of outstanding notes and $59.6 million of short-term notes payable and outstanding


	Successor														Predecessor
	Year Ended December 31,												Nine Months Ended December 31,		Three Months Ended March 25,
*(In millions)*	2011			2010			2009			2008			2007		2007
Statements of Operations Data:
Net sales	$	2,435.1		$	2,804.7		$	3,198.5		$	3,546.5		$	2,793.4	$	670.8
Long-lived asset impairment		226.6			12.6			74.5			—			—		—
Goodwill and indefinite-lived intangible asset impairment		66.0			13.0			448.3			—			—		—
Operating (loss) income		(481.8	)		(173.9	)		(712.0	)		140.3			148.3	$	31.4
Net (loss) income attributable to parent company	$	(632.8	)	$	(304.9	)	$	(451.6	)	$	(158.6	)	$	0.1	$	10.0

Statements of Financial Position Data:	Successor														Predecessor
	As of December 31,												Nine Months Ended December 31,		Three Months Ended March 25,
(In millions)	2011			2010			2009			2008			2007		2007
Cash and cash equivalents	$	248.9		$	422.8		$	568.8		$	377.6		$	569.5
Working capital^(a)		225.9			327.7			375.8			553.9			326.1
Total assets		2,778.3			3,211.8			3,747.8			4,687.6			4,675.2
Total debt^(b)		2,334.1			2,129.7			2,364.2			2,490.8			2,446.9

Other Data:
Aircraft deliveries		291			318			418			477			367		88
Backlog	$	1,130.7		$	1,407.8		$	3,359.2		$	7,606.6		$	6,290.8
Capital expenditures	$	54.1		$	41.7		$	54.5		$	74.9		$	66.4	$	27.3

(a)	Working capital is defined as current assets (excluding cash and cash equivalents) less current liabilities (excluding current portion of long-term debt). Certain balances in prior periods have been conformed to the current presentation.

(b)

Total debt as of December 31, 2011, includes $1,397.6 million in outstanding principal on our Senior Secured Credit Facilities net of unamortized original issue discount, $630.6 million of outstanding Notes and $305.9 million of short-term notes payable and outstanding borrowings under our Revolving Credit Facility.

borrowings under our revolving credit facility.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations for the years ended December 31, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009 reflects the business of ~~Hawker Beechcraft Acquisition Company, LLC (“~~HBAC”).

The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. In addition, this discussion may contain forward-looking statements, which are subject to risks and uncertainties. See “Forward-Looking Statements” for more information about these risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

All statements that are not reported financial results or other historical information are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This Annual Report on Form 10-K includes forward-looking statements including, for example, statements about our business outlook, our products, including the timing of new product introductions, and the markets in which we operate, including growth of our various markets and our expectations, beliefs, plans, strategies, objectives, prospects, and assumptions for future events or performance. These forward-looking statements are not guarantees of future performance. Forward-looking statements are based on management’s assumptions and assessments in light of past experience and trends, current conditions, expected future developments and other relevant factors. They are also based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by, the forward-looking statements. Among the factors that could cause actual results to differ materially from those described or implied in the forward-looking statements are general business and economic conditions; production delays resulting from lack of regulatory certifications, work stoppages at our operations facilities, disruption in supply from key vendors and other factors; competition in our existing and future markets; lack of market acceptance of our products and services; the substantial leverage and debt service resulting from our indebtedness; loss or retirement of key executives, and other risks disclosed in our filings with the Securities and Exchange Commission.

Business Overview

We are a leading designer and manufacturer of business jet, turboprop and piston aircraft. We are also the sole source provider of the primary military trainer aircraft to the U.S. Air Force and the U.S. Navy and provide military trainer aircraft to other governments. We deliver our products to a diverse customer base, including corporations, fractional and charter operators, governments and individuals throughout the world. We provide parts, maintenance and flight support services through an extensive network of more than 100 company-owned and company-authorized service centers in 32over 30 countries to an estimated installed fleet of more than 3734,000 aircraft.

Our ~~operations~~consolidated ~~are~~financial ~~divided~~statements ~~into~~have ~~three~~been ~~segments~~prepared -on ~~Business~~a ~~and~~going ~~General Aviation, Trainer/Attack Aircraft and Customer Support. The~~concern ~~Business~~basis ~~and~~of ~~General~~accounting ~~Aviation~~which ~~segment~~contemplates ~~designs,~~continuity ~~develops,~~of ~~manufactures~~operations, ~~markets~~realization ~~and~~of ~~delivers~~assets, ~~commercial~~liabilities and ~~specially-modified~~commitments ~~general~~in ~~aviation~~the ~~aircraft,~~normal ascourse ~~well~~of asbusiness. ~~manufactures~~There ~~and~~are ~~provides~~substantial ~~aircraft~~doubts ~~parts~~that towe ~~our~~will ~~Trainer/Attack~~be ~~Aircraft~~able ~~and~~to ~~Customer Support~~continue ~~segments.~~as ~~The~~a ~~Business~~going concern and, ~~General~~therefore, may ~~Aviation~~be ~~segment~~unable ~~also~~to ~~sells~~realize ~~used~~our ~~general~~assets ~~aviation~~and ~~aircraft~~discharge ~~which~~our ~~may~~liabilities ~~be received as a trade-~~in ~~during~~the anormal ~~new~~course ~~aircraft~~of ~~sales transaction~~business. The ~~Trainer/Attack~~financial ~~Aircraft~~statements ~~segment~~do ~~designs,~~not ~~develops,~~reflect ~~manufactures, markets~~any ~~and~~adjustments ~~sells~~relating ~~military~~to ~~training~~the ~~aircraft.~~recoverability ~~The~~and ~~Customer~~classification ~~Support~~of ~~segment~~recorded ~~provides~~asset ~~aftermarket~~amounts ~~parts~~or to the amounts and ~~maintenance~~classification ~~services~~of asliabilities ~~well~~that asmay ~~refurbishments~~be ~~and~~necessary ~~upgrade~~should ~~services~~we ~~for~~be ~~our~~unable ~~installed~~to ~~fleet~~continue ofas ~~aircraft~~a ~~worldwide~~going concern.

WeOur ~~operate~~operations are individed ~~the~~into ~~global~~three ~~business~~segments: Business and ~~general~~General ~~aviation industry~~Aviation, ~~which~~Trainer/Attack ~~continues~~Aircraft toand ~~experience~~Customer ~~depressed~~Support. ~~demand~~The ~~primarily~~Business asand aGeneral ~~result~~Aviation ~~of uncertainty~~segment indesigns, ~~the~~develops, ~~global~~manufactures, ~~economy.~~markets ~~The~~and ~~business~~delivers commercial and ~~general~~specially-modified general aviation ~~industry~~aircraft, ~~has~~as ~~historically~~well ~~been~~as ~~cyclical~~manufactures and ~~has~~provides ~~been~~aircraft ~~impacted~~parts byto ~~many~~our ~~factors,~~Trainer/Attack ~~including~~Aircraft ~~the~~and ~~condition~~Customer ofSupport ~~the U~~segments.S. ~~and~~The ~~global~~Business ~~economies,~~and ~~the~~General ~~exchange~~Aviation ~~rate~~segment ofalso ~~the~~sells ~~U.S.~~used ~~dollar compared~~general toaviation ~~other~~aircraft ~~currencies,~~which ~~corporate~~may ~~profits~~be ~~and~~received ~~geo~~as a trade-~~political~~in ~~events~~during a new aircraft sales transaction. ~~Additionally~~The Trainer/Attack Aircraft segment designs, ~~the~~develops, ~~business~~manufactures, markets and ~~general~~sells ~~aviation~~military ~~industry~~training ~~has~~aircraft ~~historically~~and ~~lagged~~provides ~~behind~~training ~~changes~~and inlogistics ~~general~~support ~~economic~~and ~~conditions~~aftermarket parts and ~~corporate~~services. ~~profit~~We expect ~~trends~~the U.S. Wegovernment ~~believe~~to ~~that~~continue ~~the business~~to require product support for T-6 trainers through 2050. The Customer Support segment provides aftermarket parts and ~~general~~maintenance ~~aviation~~services ~~industry~~as well as arefurbishments ~~whole~~and ~~will~~upgrade ~~continue~~services tofor ~~experience~~our ~~depressed~~installed ~~demand~~fleet of ~~during~~aircraft ~~2011~~worldwide.

~~Our~~We ~~Customer Support~~operate ~~segment~~in isthe ~~also~~global ~~impacted~~business byand ~~the~~ general ~~economic~~aviation ~~environment~~industry, ~~that~~which ~~has~~continues ~~affected~~to experience depressed demand primarily as a result of uncertainty in the global economy. The business and general aviation industry; ~~however,~~has ~~the~~historically ~~impact~~been oncyclical ~~this~~and ~~segment~~has been impacted by many factors, including the condition of ~~our~~the ~~business~~U.S. ~~has~~and ~~not~~global ~~been~~economies, the asexchange ~~significant~~rate asof the ~~impact~~U.S. ondollar ~~our~~compared ~~Business~~to other currencies, corporate profits and ~~General~~ ~~Aviation~~geo-political ~~segment~~events. InAdditionally, ~~addition~~the tobusiness and general ~~market~~aviation ~~conditions,~~industry ~~our~~has ~~Customer~~historically ~~Support~~lagged ~~business~~behind ischanges ~~influenced~~in bygeneral ~~the~~economic ~~size~~conditions and corporate ~~age~~profit oftrends. We believe that the ~~installed~~business ~~fleet~~and ofgeneral ~~aircraft,~~aviation ~~our~~industry ~~customers’~~as ~~aircraft~~a ~~usage~~whole ~~patterns~~will ~~and~~continue ~~the~~to ~~overall~~experience ~~maintenance requirements~~depressed ~~for~~demand ~~our~~during ~~aircraft~~2012.

Our Trainer/Attack Aircraft segment is less susceptible to changes in general economic conditions and provides us with a more stable and recurring source of revenue. Sales in this segment are principally generated by U.S. and foreign government defense spending. Decreases or reprioritization of such spending could materially affect the financial performance of this segment. As the JPATS program nears completion, we continue to pursue alternative customers for the T-6 family of aircraft, primarily in foreign markets. The expiration of the contract will likely cause the revenues within this segment to decrease and could cause them to be more unstable on a prospective basis.

Our Customer Support segment is also impacted by the general economic environment that has affected the business and general aviation industry. The impact on this segment of our business has not been as significant as the impact on our Business and General Aviation segment. In addition to general market conditions, our Customer Support business is influenced by the size and age of the installed fleet of aircraft, our customers’ aircraft usage patterns and the overall maintenance requirements for our aircraft.

Recent Developments

~~defense~~AT-6C, ~~spending.~~a ~~Decreases~~derivative orof ~~reprioritization~~HBDC’s oftrainer ~~such~~aircraft ~~spending~~(the ~~could~~“T-6”) ~~materially~~widely ~~affect~~used by the ~~financial~~Air ~~performance~~Force. After months of ~~this~~discussion, ~~segment~~the Air Force excluded HBDC from the competitive range and, on December 22, 2011, awarded the contract to the Sierra Nevada Corporation.

~~Current~~On ~~Developments~~December 27, 2011, HBDC filed a bid protest action in the Court of Federal Claims, seeking a declaratory judgment and a permanent injunction requiring the Air Force to (i) set aside the award to the Sierra Nevada Corporation, (ii) reinstate HBDC to the competitive range under the procurement, (iii) conduct meaningful discussions with HBDC, (iv) request new final proposal revisions, and (v) reevaluate the proposals in accordance with the terms of the Solicitation.

ToOn ~~further~~February 14, ~~reduce~~2012, HBDC filed a Motion for Judgment on the ~~cost~~Administrative ofRecord ~~operations~~and, in ~~October~~response, ~~2010~~ on February 28, 2012 the Air ~~Company~~Force ~~announced~~filed ita ~~would~~Notice ~~implement~~of aCorrective ~~cost~~Action ~~reduction~~stating ~~and~~that ~~productivity~~the ~~program~~Air Force intended to take corrective action with respect to the award at issue in the protest. The ~~decision~~Air Force stated that it would (i) set aside the award to ~~implement~~Sierra Nevada Corporation, (ii) reinstate HBDC to the ~~program~~competitive ~~was~~range under the procurement, (iii) accept new proposals from the parties, based onupon ~~continuing~~the ~~challenging~~existing ~~economic~~solicitation ~~conditions~~in ~~affecting~~its original form, or as amended, (iv) conduct meaningful discussions with the ~~Business~~parties, and ~~General~~(v) reevaluate ~~Aviation~~proposals ~~division~~in accordance with the terms of the ~~Company~~ ~~and~~Solicitation. The Air Force also reserved the ~~desire~~right to ~~provide~~conduct ~~resources~~a ~~for~~whole ~~long-term~~new ~~investment~~competition. ~~for~~Based on its corrective action, the ~~Company’s~~Air ~~future~~Force, on March 5, 2012, filed a motion to dismiss the protest on mootness grounds. ~~The~~That ~~program~~motion ~~consists~~is currently pending before the Court of ~~two~~Federal ~~parts~~Claims.

~~The~~On ~~first~~March 15, part of the program consisted of the immediate termination of approximately 8% of salaried employees while the second part involves reducing the Company’s factory and shop work forces by approximately 800 employees by end of August 2011. The second part of the program also includes the closure of several of the Company’s facilities in Wichita2012, ~~Kansas~~we ~~and~~announced ~~the~~that ~~outsourcing~~we ofwill ~~certain~~not ~~operations.~~cease ~~The program is expected to result in the transfer of the work performed at the facilities being closed to third party suppliers or the Company’s manufacturing~~ operations in ~~Mexico.~~our ~~The~~Plant ~~costs~~I ~~related~~facility tothat ~~the~~we ~~reduction~~had inpreviously ~~the~~announced ~~Company’s~~would ~~factory and shop work force and other associated costs cannot yet~~ be ~~estimated~~closing.

InOn ~~December~~March 27, ~~2010~~2012, ~~the~~we ~~Company~~entered ~~reached~~into ana forbearance agreement ~~with~~and ~~the~~a ~~State~~Third ofAmendment ~~Kansas~~to ~~that incentivizes~~ the ~~Company~~Credit toAgreement ~~maintain~~(the ~~its~~“Third Amendment”) ~~presence~~implementing ina ~~Wichita.~~new ~~The~~ $40124.05 million ~~incentive~~senior ~~package~~tranche ~~from~~term loan (the ~~State~~“Senior ofTranche ~~Kansas~~Advance”), isthe ~~for~~proceeds ~~investments~~of inwhich ~~major~~will ~~projects~~be ~~and~~used ~~training.~~by ~~The~~us ~~Company~~to isfund ~~eligible~~our toongoing ~~receive $10~~operations.0 ~~million~~Pursuant ~~over~~to ~~three~~the ~~years~~terms ~~for tuition~~of ~~reimbursement~~the ~~and~~Third ~~training.~~Amendment, ~~The~~we ~~Company~~borrowed the ~~received~~full ~~$10.0~~amount ~~million~~of inthe ~~January~~Senior ~~2011~~Tranche ~~and~~Advance ~~will~~on ~~receive~~March 27, $52012.0 ~~million~~The ~~each~~Senior ~~year~~Tranche ~~for~~Advance ~~the~~matures ~~next~~on ~~four years~~June 29, as2012 ~~part~~and ofinterest ~~the~~on ~~Investments~~such inamount ~~Major~~is ~~Projects~~payable, toat beour ~~used for product development~~election, ~~labor recruitment,~~at ~~building costs and other expenses related to~~ the ~~project.~~Credit ~~The State~~Agreement’s ~~incentive~~base ~~package~~rate ~~requires~~plus ~~the~~11.00% ~~Company~~or ~~to,~~the Eurocurrency ~~among~~rate ~~other~~plus ~~things,~~12.00% (~~i) maintain~~with ~~its~~the ~~corporate~~Eurocurrency ~~headquarters~~rate ~~and~~subject ~~continue~~ to ~~perform final assembly of its current production lines in Wichita, Kansas through 2020; and (ii) maintain~~ a ~~minimum~~2.00% ~~number of jobs in Kansas~~floor).

~~The~~A ~~Company~~portion ~~will provide~~of ~~additional~~the ~~estimates,~~Senior orTranche ~~ranges~~Advance equal ofto ~~estimates,~~$16.0 ~~concerning~~million ~~the~~will ~~costs~~be ~~and~~made ~~charges~~available ~~expected~~to us solely to becash ~~incurred~~collateralize inletters ~~connection~~of ~~with~~credit we may request be issued during the ~~remainder~~period ofprior to the ~~program~~maturity asdate ~~additional~~of ~~information~~the ~~becomes~~Senior ~~available~~Tranche Advance.

~~Results~~The Senior Tranche Advance is secured by the assets of ~~Operations~~the Loan Parties (as defined in the Credit Agreement) and certain of our affiliates in accordance with the terms of, and subject to the priorities set forth in, the U.S. Pledge and Security Agreement and the Senior Aircraft Security Agreement. We agreed to cause certain additional subsidiaries to become obligated under the Credit Agreement and grant security interests in their assets to secure their obligations owed under the Credit Agreement.

	Year Ended
(In millions)	December 31,2010			December 31,2009			December 31,2008
Sales	$	2,804.7		$	3,198.5		$	3,546.5
Cost of sales		2,579.5			3,036.6			3,016.9
Gross margin		225.2			161.9			529.6
Restructuring, net		14.9			34.1			—
Definite-lived asset impairment		12.6			74.5			—
Goodwill and indefinite-lived intangible asset impairment		13.0			448.3			—
Selling, general and administrative expenses		257.5			209.7			279.1
Research and development expenses		101.1			107.3			110.2
Operating loss		(173.9	)		(712.0	)		140.3
Interest expense		131.8			154.6			205.9
Interest income		(0.1	)		(1.2	)		(8.5	)
Gain on debt repurchase, net		—			(352.1	)		—
Other income, net		(2.2	)		(1.3	)		(2.4	)
Non-operating expense (income), net		129.5			(200.0	)		195.0
Loss before taxes		(303.4	)		(512.0	)		(54.7	)
Provision for (benefit from) income taxes		0.9			(60.7	)		102.5
Net loss		(304.3	)		(451.3	)		(157.2	)
Net income attributable to non-controlling interest		0.6			0.3			1.4
Net loss attributable to parent company	$	(304.9	)	$	(451.6	)	$	(158.6	)

As part of the Third Amendment, we agreed to operate in compliance with a net cash flow budget subject to variances, tested periodically.

In connection with entry into the Agreement, the Lenders agreed also to waive compliance with certain obligations under the Credit Agreement and to forbear from exercising remedies with respect to certain known or anticipated events. Lenders currently holding more than 70% of our outstanding indebtedness under the Credit Agreement (as amended) have agreed to defer, until June 29, 2012 (the “Forbearance Period”), our obligation to make certain interest payments on our senior secured revolving and term loans under the Credit Agreement when due and have granted us relief from certain existing loan covenants under the Credit Agreement during the Forbearance Period.

Also during the Forbearance Period, the Lenders agreed to standstill with respect to listed events that have occurred or may occur during the Forbearance Period, including our failure to satisfy the financial covenants set forth in the Credit Agreement as of December 31, 2011, obtain an audit for the fiscal year ended December 31, 2011 without a going concern modification and certain other events.

The Forbearance Period is subject to our continuing compliance with the terms of the Credit Agreement (as amended by the Third Amendment and subject to the waivers granted pursuant to the Third Amendment) and satisfaction of milestones including (i) delivery of a 2012 business plan on or prior to March 31, 2012 and (ii) delivery of a restructuring term sheet and financing term sheet on terms acceptable to the Lenders on or prior to April 30, 2012 (which date automatically extends to May 15, 2012 if holders of more than a majority of the 8.500% Senior Fixed Rate Notes due 2015 and the 8.875%/ 9.625% Senior PIK Election Notes due 2015 of HBAC and Hawker Beechcraft Notes Company have agreed to forbear from exercising remedies under the related indenture).

~~Year~~As ~~Ended~~part ~~December 31~~of the Agreement, ~~2010~~HBAC ~~Compared~~paid tothe Lenders a fee in the ~~Year~~aggregate ~~Ended~~amount ~~December 31,~~of ~~2009~~5.00% of the Senior Tranche Advance and the Agent a transaction fee in the amount of $450,000.

During March and April of 2012, we announced that we were beginning to furlough employees that work in various departments and on various aircraft including the Beechcraft King Air, Piston and Premier IA and the Hawker 4000 and 987 family. These furloughs were a result of difficulty in obtaining adequate composite materials in order to continue production as well as matching production to demand. The furloughs will be on a rolling basis and are expected to occur for one to two months. Each furlough will last thirty to forty-five days.

Results of Operations


	Year Ended December 31,
*(In millions)*	2011			2010			2009
Sales	$	2,435.1		$	2,804.7		$	3,198.5
Cost of sales		2,247.2			2,579.5			3,036.6

Gross margin		187.9			225.2			161.9

Restructuring, net		12.3			14.9			34.1
Long-lived asset impairment		226.6			12.6			74.5
Goodwill and indefinite-lived intangible asset impairment		66.0			13.0			448.3
Selling, general and administrative expenses		270.5			257.5			209.7
Research and development expenses		94.3			101.1			107.3

Operating loss		(481.8	)		(173.9	)		(712.0	)


Interest expense		135.6			131.8			154.6
Interest income		(0.3	)		(0.1	)		(1.2	)
Gain on debt repurchase, net		—			—			(352.1	)
Other income, net		(1.7	)		(2.2	)		(1.3	)

Nonoperating expense (income), net		133.6			129.5			(200.0	)


Loss before taxes		(615.4	)		(303.4	)		(512.0	)

Provision for (benefit from) income taxes		16.5			0.9			(60.7	)


Net loss		(631.9	)		(304.3	)		(451.3	)

Net income attributable to noncontrolling interest		0.9			0.6			0.3


Net loss attributable to parent company	$	(632.8	)	$	(304.9	)	$	(451.6	)

Sales

AsSales ~~detailed in the sales by segment table below, sales~~ decreased by $~~393~~369.86 million or 13.2% for the year ended December 31, ~~2010~~2011, aswhen compared to the year ended December 31, ~~2009~~2010. The decrease was driven by lower aircraft deliveries in the Business and General Aviation ~~segment,~~and Trainer/Attack Aircraft segments due to decreased demand as well as supply disruptions. The decrease was partially offset by increased volume in the ~~Trainer/Aircraft Aircraft and~~ Customer Support ~~segments~~segment.

	Year Ended
(In millions)	December 31,2010			December 31,2009
Sales:
Business and General Aviation	$	1,771.6		$	2,310.6
Trainer/Attack Aircraft		681.1			531.3
Customer Support		508.0			438.3
Eliminations		(156.0	)		(81.7	)
Total	$	2,804.7		$	3,198.5

Sales decreased by $393.8 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. The decrease was driven by lower aircraft deliveries in the Business and General Aviation segment, partially offset by increased volume in the Trainer/Attack Aircraft and Customer Support segments.

Business and General Aviation. Sales for the year ended December 31, 2010 decreased by $539.0 million as compared to the year ended December 31, 2009. The decrease was largely attributable to lower commercial aircraft deliveries as a result of depressed demand across the general aviation market and lower special mission aircraft deliveries. The year ended December 31, 2009 included sales of 29 units of special mission King Air aircraft to the U.S. government under Project Liberty Phase I that were not repeated in 2010.

	Year Ended
	December 31,2010		December 31,2009
Business and General Aviation New Aircraft Deliveries:
Hawker 4000		16		20
Hawker 900XP		28		35
Hawker 800XP/850XP		1		3
Hawker 750		5		13
Hawker 400XP		12		11
Premier		11		16
King Air		114		155
Pistons		51		56
Total		238		309

Trainer/Attack Aircraft. Sales for the year ended December 31, 2010 increased by $149.8 million as compared to the year ended December 31, 2009 due to higher volume on both the Joint Primary Aircraft Training System (“JPATS”) contract as well as international trainer contracts awarded in late 2009. A significant portion of the higher volume relates to the Ground Based Training Systems and Contractor Logistics Support elements of the JPATS and international contracts. During the year ended December 31, 2010, the Trainer/Attack Aircraft segment delivered 80 T-6 aircraft compared to 109 in the comparable period of 2009. The year ended December 31, 2009 included 36 units that were built in 2008 but were not delivered until 2009 due to a delivery suspension related to quality issues with a supplier’s component. Revenue is recognized on essentially all contracts in the Trainer/Attack Aircraft segment using the cost-to-cost method to measure progress towards completion. Accordingly, the majority of Trainer/Attack Aircraft segment sales, including estimated earned gross margin, are recognized as costs are incurred.

Customer Support. Sales for the year ended December 31, 2010 increased by $69.7 million as compared to the year ended December 31, 2009. The increase was primarily driven by the improved effectiveness of our strategic pricing and market capture initiatives across our parts and maintenance service business as well as general market strength. Customer Support segment sales are principally comprised of the sale of spare parts and maintenance services to existing aircraft operators.

~~Operating~~The ~~(Loss)~~following ~~Income~~table summarizes our sales by segment which are described subsequently:

The Operating (Loss) Income by Segment table below details the improved operating performance of $538.1 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009. Improved operating performance was primarily due to charges of $25.6 million related to asset impairments recorded during the year ended December 31, 2010 as compared to charges of $522.8 million that had been recorded during the year ended December 31, 2009. A majority of the charges in 2009 were recorded in the Business and General Aviation segment. The decrease in aircraft delivery volume in the Business and General Aviation segment during the year ended December 31, 2010 as compared to the year ended December 31, 2009, partially offset the improvement in operating income.


	Year Ended December 31,
*(In millions)*	2011			2010			2009
Sales:
Business and General Aviation	$	1,359.5		$	1,735.0		$	2,310.6
Trainer/Attack Aircraft		649.4			681.1			531.3
Customer Support		562.2			544.6			438.3
Eliminations		(136.0	)		(156.0	)		(81.7	)

Total	$	2,435.1		$	2,804.7		$	3,198.5

	Year Ended
(In millions)	December 31,2010			December 31,2009
Operating (Loss) Income:
Business and General Aviation	$	(363.1	)	$	(801.7	)
Trainer/Attack Aircraft		95.7			45.5
Customer Support		93.6			44.1
Eliminations		(0.1	)		0.1
Total	$	(173.9	)	$	(712.0	)

Business and General Aviation

~~Business~~Sales ~~and~~decreased ~~General~~by ~~Aviation~~$375.5 ~~The~~million ~~operating~~or ~~loss was $363~~21.16% ~~million~~ for the year ended December 31, ~~2010~~2011, aswhen compared to anthe ~~operating~~year ~~loss~~ended December 31, 2010. The decrease was largely attributable to lower commercial aircraft deliveries and sales prices as a result of ~~$801.7~~depressed ~~million~~demand ~~for~~across the ~~year~~general ~~ended~~aviation ~~December 31,~~market ~~2009~~and supply disruptions. The ~~improvement~~Hawker 4000 had a software related supply disruption which was resolved during the third quarter. The Hawker 4000 was not certified by the European Aviation Safety Agency (“EASA”) until December of ~~$438~~2011 which prevented sales of the aircraft to European customers during the current year.6 These ~~million~~two ~~primarily~~factors ~~resulted~~had ~~from~~an ~~lower~~impact ~~impairment~~on ~~and~~the ~~loss-making~~deliveries of that aircraft ~~charges,~~during the year. The King Air product line also had decreased sales in the current year as a result of supply disruptions which were ~~partially offset~~generally byresolved ~~decreases~~during inthe ~~sales~~fourth ~~volume~~quarter of 2011. Additionally, ~~higher~~we ~~selling~~experienced ~~expenses~~reduced ~~associated~~deliveries ~~with~~related to the ~~Company’s~~Hawker ~~expansion~~400XP as a result of ~~its~~our ~~international~~announced production suspension of this aircraft until such time when market demand improves. The lower aggregate sales ~~force,~~price asin ~~well~~the ascurrent ~~consulting~~year ~~and~~is in ~~other~~part ~~expenditures~~the ~~related~~result of the sale of fewer Hawker jets which was due to ~~factory~~decreased ~~operations~~product ~~cost-reduction~~demand ~~initiatives~~and supply disruptions.

~~During~~Sales for ~~2010,~~ the ~~Company~~year ~~recorded~~ended aDecember 31, ~~charge~~2010 ofdecreased by $13575.06 million toas ~~reflect~~compared ~~impairments~~to ofthe ~~indefinite-lived~~year ~~assets~~ended ~~and~~December 31, ~~a charge of $12~~2009.6 ~~million~~The ~~resulting~~decrease ~~from~~was ~~definite-lived~~largely ~~asset~~attributable ~~impairments.~~to Inlower ~~the~~commercial ~~third~~aircraft ~~quarter~~deliveries ofas ~~2009, the Company recorded~~ a ~~charge~~result of ~~$340.1~~depressed ~~million~~demand toacross ~~reduce~~ the general ~~carrying~~aviation ~~value~~market ofand ~~the~~lower ~~Business~~special ~~and~~mission ~~General~~aircraft ~~Aviation~~deliveries. ~~segment~~The ~~goodwill~~year toended ~~zero~~December 31, a2009 ~~charge~~included sales of ~~$181.2~~ ~~million~~29 tounits ~~reflect impairments~~ of ~~other~~special ~~intangible~~mission ~~assets~~King ~~and~~Air aaircraft ~~charge~~to ofthe ~~$60~~U.2S. ~~million~~government ~~resulting~~under ~~from~~Project ~~tangible~~Liberty ~~asset~~Phase ~~and~~I ~~inventory~~that ~~impairments~~were not repeated in 2010.

~~During~~The ~~the~~following ~~year~~table ~~ended~~summarizes ~~December 31,~~our ~~2010,~~Business ~~the~~and ~~Company~~General ~~recorded~~Aviation ~~charges~~new ~~of $89.4 million related to reserves for loss-making~~ aircraft, a majority of which was related to the Hawker 4000. During the year ended December 31, 2009, charges totaling $137.1 million related to reserves for loss making aircraft, mostly related to the Hawker 4000 were recorded. Operating income is impacted significantly by the mix of aircraft delivered during any particular year. Of particular significance were the Project Liberty Phase I aircraft deliveries: ~~in 2009 that were not repeated in 2010.~~

Trainer/Attack Aircraft. Operating income increased by $50.2 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009 due primarily to the increased volumes discussed previously as well as improved estimated contract profitability during the current year due to lower than expected contract service costs. The use of the cost-to-cost method of revenue recognition causes gross margin to be recognized based on management’s estimate of total contract revenue and total contract cost at completion. As estimates are updated, any impact on revenue and gross margin as a result of the change in estimate is reflected in current earnings on a cumulative catch-up basis. Favorable cumulative catch-up adjustments of $25.3 million were recorded during the year ended December 31, 2010 as compared to $6.0 million during the year ended December 31, 2009. In addition, the year ended December 31, 2009 included amortization expense of $3.1 million related to intangible assets arising with the Acquisition. The underlying assets became fully amortized at March 29, 2009; therefore, there was not a similar expense during the year ended December 31, 2010.


	Year Ended December 31,
	2011		2010		2009
Hawker 4000		10		16		20
Hawker 900XP		22		28		35
Hawker 800XP/850XP		1		1		3
Hawker 750		7		5		13
Hawker 400XP		1		12		11
Premier		11		11		16
King Air		107		114		155
Pistons		54		51		56

Total		213		238		309

~~Customer~~Trainer/Attack ~~Support.~~Aircraft Operating income increased by $49.5 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009 due primarily to an inventory impairment charge of $31.5 million that was recorded in 2009 that did not recur in 2010. The remaining increase was primarily driven by the improved effectiveness of our strategic pricing and market capture initiatives across our parts and maintenance service business as well as cost productivity initiatives.

Sales decreased by $31.7 million or 4.7% for the year ended December 31, 2011, when compared to the year ended December 31, 2010. During the year ended December 31, 2011, the Trainer/Attack Aircraft segment delivered 78 T-6 aircraft compared to 80 in the comparable period of 2010. Revenue is recognized on nearly all contracts in the Trainer/Attack Aircraft segment using a percentage-of-completion method to measure progress towards completion. Percentage of completion volume has declined with decreases in production along with total sales leading to the decreased sales during the year. This was partially offset by revenues derived other than from the sale of aircraft.

Sales for the year ended December 31, 2010 increased by $149.8 million as compared to the year ended December 31, 2009 due to higher volume on both the JPATS contract as well as international trainer contracts awarded in late 2009. A significant portion of the higher volume related to the Ground Based Training Systems and Contractor Logistics Support elements of the JPATS and international contracts. During the year ended December 31, 2010, the Trainer/Attack Aircraft segment delivered 80

~~Restructuring~~ T-6 aircraft compared to 109 in the comparable period of 2009. The year ended December 31, 2009 included 36 units that were built in 2008 but were not delivered until 2009 due to a delivery suspension related to quality issues with a supplier’s component.

WeCustomer ~~recorded~~Support pre-tax charges of $14.9 million related to restructuring during the year ended December 31, 2010 as compared to $34.1 million for the year ended December 31, 2009. We continued restructuring actions during 2010 in response to lower aircraft production rates due to depressed demand in the general aviation industry and as part of the Company’s on-going cost reduction initiatives.

~~Selling~~Sales increased by $17.6 million or 3.2% for the year ended December 31, ~~General~~2011, when compared to the year ended December 31, 2010. The increase was primarily driven by the continued strength of strategic pricing and ~~Administrative~~market ~~Expense~~capture initiatives that were put in place in prior years. In addition, this marketplace continues to expand, leading to increases in demand for our products and services. The increase was partially offset by a loss of revenue as a result of temporary business disruptions. Customer Support segment sales are principally comprised of the sale of spare parts and maintenance services to existing aircraft operators.

~~Selling,~~Sales ~~general and administrative expense totaled $257.5 million, or 9.2% of sales,~~ for the year ended December 31, 2010 asincreased ~~compared~~by to $~~209~~106.73 million, oras ~~6.6%~~compared ofto ~~sales, for~~ the year ended December 31, 2009. ~~This~~ ~~was~~The ~~primarily due to an~~ increase ofwas ~~selling~~primarily ~~expenses~~driven ofby ~~$33.7 million associated with~~ the ~~Company’s~~improved ~~increased~~effectiveness ~~focus~~of onour ~~international~~strategic ~~sales~~pricing and ~~higher~~market ~~costs~~capture ~~associated~~initiatives ~~with~~across ~~consulting~~our parts and ~~other~~maintenance ~~services~~service ~~related to~~business ~~factory~~as ~~operations~~well ~~cost~~as ~~reduction~~general ~~activities~~market ~~of $13~~strength.4 ~~million.~~

~~Research~~Cost ~~and~~of ~~Development~~Sales ~~Expense.~~

~~Research~~Cost ~~and~~of ~~development~~sales ~~expense~~decreased ~~was~~ $~~101~~332.13 million or 12.9% for the year ended December 31, ~~2010~~2011, aswhen compared to ~~$107.3 million for~~ the year ~~ended~~ ended December 31, ~~2009,~~2010. aThe decrease ofwas ~~$6.2~~driven ~~million.~~by ~~Although~~lower weaircraft ~~continue~~deliveries ~~to invest~~ in ~~development activities in~~ the Business and General Aviation ~~segment,~~and ~~our~~Trainer/Attack ~~expenditures~~Aircraft insegments ~~that~~due ~~segment~~to ~~were~~decreased ~~lower~~demand inas ~~2010~~well as ~~compared~~supply todisruptions. ~~2009~~In addition, asinventory weimpairments ~~attempt~~in the current year contributed to ~~time~~the ~~new~~decrease. ~~product~~The ~~introduction~~decrease ~~with~~was ~~anticipated~~partially ~~market~~offset ~~demand~~by increased volume in the Customer Support segment.

~~Non-operating~~Cost ~~Income/Expense~~of sales decreased by $457.1 million or 15.1% for the year ended December 31, ~~net~~2010 as compared to the year ended December 31, 2009. The decrease was driven by lower aircraft deliveries in the Business and General Aviation segment, partially offset by increased volume in the Trainer/Attack Aircraft and Customer Support segments.

~~For~~Business ~~the~~and ~~year~~General ~~ended~~Aviation December 31, 2010, net non-operating expense was $129.5 million, primarily related to interest expense, versus net non-operating income of $200.0 million for the year ended December 31, 2009, an increase of $329.5 million in expense. The primary driver of the increase in non-operating expense during the year ended December 31, 2010 compared to the year ended December 31, 2009 was the non-recurring gain of the $352.1 million that the Company had in connection with the purchase of its own debt securities in 2009. Partially offsetting this increase was a $22.8 million decrease in interest expense for the year ended December 31, 2010 as compared to the year ended December 31, 2009.

~~Provision~~Cost of sales decreased by $316.6 million or 17.6% for ~~Income~~the ~~Taxes~~year ended December 31, 2011, when compared to the year ended December 31, 2010. The decrease was largely attributable to lower commercial aircraft deliveries, inventory impairments, and increased spending on expenditures related to factory operations cost-reduction initiatives. The inventory impairments in this segment of $32.9 million were the result of an evaluation of the usefulness of the inventory. There was an increase in spending on expenditures related to factory operations cost-reduction initiatives when compared to the prior year of $20.8 million. The remainder of the difference was due to lower aircraft deliveries and product mix.

~~The~~Cost ~~effective~~of ~~tax~~sales ~~rate~~ for the year ended December 31, 2010 ~~was~~decreased ~~negative~~by 0$575.3%0 ~~and~~million ~~reflected~~as ~~the~~compared ~~impact~~to of the ~~full~~ ~~valuation~~year ~~allowance~~ended onDecember 31, ~~our U~~2009.~~S. deferred income tax assets.~~ The ~~effective~~decrease ~~tax~~was ~~rate~~largely ~~for~~attributable ~~the~~to ~~year~~lower ~~ended~~commercial ~~December 31,~~aircraft ~~2009~~deliveries ~~was~~as ~~11.9%~~a ~~and~~result ~~included~~of adepressed ~~$60.7~~demand ~~million~~across ~~benefit~~the ~~resulting~~general ~~from~~aviation ~~applying~~market ~~the~~and ~~intraperiod~~lower ~~tax~~special ~~allocation~~mission ~~rules~~aircraft todeliveries. ~~items~~The ~~in other~~year ~~comprehensive~~ended ~~income~~December 31, ~~and~~2009 asincluded asales ~~result~~ of 29 ~~the~~units ~~reversal~~ of ~~deferred~~special ~~income~~mission ~~taxes~~King ~~associated~~Air ~~with~~aircraft to the ~~impairment~~U.S. togovernment ~~goodwill~~under ~~and~~Project ~~indefinite-lived~~Liberty ~~intangibles~~Phase ~~during~~I ~~the~~that ~~year~~were ~~ended~~not ~~December 31,~~repeated ~~2009~~in 2010.

~~Year~~Trainer/Attack ~~Ended~~Aircraft ~~December 31, 2009 as Compared to the Year Ended December 31, 2008~~

~~Sales~~Cost of sales decreased by $42.7 million or 8.0% for the year ended December 31, 2011, when compared to the year ended December 31, 2010. During the year ended December 31, 2011, the Trainer/Attack Aircraft segment delivered 78 T-6 aircraft compared to 80 in the comparable period of 2010. Percentage of completion volume has declined with line rate adjustments along with total sales leading to the decreased cost of sales during the year.

AsCost ~~detailed in~~of sales for the ~~table~~year ~~below~~ended December 31, ~~sales~~2010 ~~decreased~~increased by $~~348~~98.0 million ~~for~~as compared to the year ended December 31, 2009 ~~compared~~due to higher volume on both the ~~year~~JPATS ~~ended~~contract ~~December 31,~~as ~~2008.~~well ~~The~~as international ~~decrease~~trainer ~~was~~contracts ~~driven~~awarded ~~primarily~~in bylate 2009. A significant portion of the ~~adverse~~higher ~~market~~volume ~~conditions~~related ~~impacting~~to ~~our~~the ~~Business~~Ground Based Training Systems and ~~General Aviation~~Contractor ~~segment~~Logistics ~~partially~~Support ~~offset~~elements byof ~~increased~~the ~~volume~~JPATS inand international contracts. During the year ended December 31, 2010, the Trainer/Attack Aircraft segment delivered 80 T-6 aircraft compared to 109 in the comparable period of 2009. The year ended December 31, ~~2008~~2009 ~~was~~included ~~impacted~~36 byunits athat ~~strike~~were bybuilt ~~the~~in ~~Company’s~~2008 ~~union~~but ~~work~~were ~~force~~not ~~during~~delivered ~~August~~until ~~2008~~2009 due ~~which~~to ~~impacted~~a ~~both~~delivery ~~the~~suspension ~~Business and~~related ~~General~~to ~~Aviation~~quality ~~and~~issues ~~Trainer/Attack~~with ~~Aircraft~~a ~~segments~~supplier’s component.

	Year Ended
(In millions)	December 31,2009			December 31,2008
Sales:
Business and General Aviation	$	2,310.6		$	2,820.6
Trainer/Attack Aircraft		531.3			338.2
Customer Support		438.3			522.8
Eliminations		(81.7	)		(135.1	)
Total	$	3,198.5		$	3,546.5

Customer Support

Cost of sales increased by $27.0 million or 6.7% for the year ended December 31, 2011, when compared to the year ended December 31, 2010. The increase was primarily the result of higher sales during the year ended December 31, 2011.

~~Business~~Cost ~~and~~of ~~General Aviation. The decrease in Business and General Aviation~~ sales for the year ended December 31, ~~2009~~2010 ofincreased by $~~510~~19.09 million as compared to the year ended December 31, ~~2008~~2009. isThe ~~attributable~~increase towas ~~reduced~~primarily ~~aircraft deliveries as reflected in~~ the ~~aircraft~~result ~~unit~~of ~~delivery~~higher ~~table~~sales ~~below.~~during ~~Deliveries were significantly adversely impacted by~~ the ~~depressed~~year ~~general~~ended ~~aviation market conditions throughout 2009~~December 31, ~~offset partially by deliveries of special mission King Airs to the U~~2010.S. ~~Government~~The ~~under~~gross ~~Project~~margin ~~Liberty~~improved ~~and increased Hawker 4000 deliveries~~ as wethe Company began to ~~realize~~ aadjust ~~more~~its ~~consistent~~pricing ~~completion~~upwards ~~pattern.~~on ~~Deliveries~~its ~~of the Hawker 4000 began in the second quarter of 2008~~parts business.

	Year Ended
	December 31,2009		December 31,2008
Business and General Aviation New Aircraft Deliveries:
Hawker 4000		20		6
Hawker 900XP		35		50
Hawker 800XP/850XP		3		15
Hawker 750		13		23
Hawker 400XP		11		35
Premier		16		31
King Air		155		178
Pistons		56		103
Total		309		441

Restructuring

~~Trainer/Attack~~We ~~Aircraft.~~recorded ~~Sales~~pre-tax incharges ~~the Trainer/Attack Aircraft segment are principally comprised~~ of ~~revenue on the Joint Primary Aircraft Training System (“JPATS”) production contracts with the U~~$12.S.3 ~~Government.~~million ~~Revenue~~related ~~is recognized on these contracts using the cost-~~to~~-cost~~ ~~method~~restructuring toduring ~~measure progress towards completion. The contracts awarded for trainer aircraft for Israel, Iraq and Morocco also use~~ the ~~cost-to-cost~~year ~~method.~~ended ~~Accordingly~~December 31, ~~the~~2011 ~~majority of Trainer/Attack Aircraft segment sales, including estimated earned gross margin, are recognized~~ as ~~costs~~compared ~~are~~to ~~incurred~~$14. ~~Program~~9 ~~cost~~million ~~in any period is impacted by the number of aircraft in production as well as support provided for the Contractor Operated~~ and ~~Maintained Base Supply (“COMBS”) and Ground Based Training Systems (“GBTS”) elements of our contracts with the U~~$34.S.1 ~~Government.~~million ~~The increase in segment revenue~~ for the ~~year~~years ended December 31, ~~2009 of $193.1 million was due to increased production volumes in support of higher trainer aircraft deliveries. During the year ended~~2010 ~~December 31,~~and 2009~~, the segment delivered 109 T-6 aircraft compared to 36 in the year ended December 31, 2008~~. ~~Trainer~~We ~~aircraft~~continued ~~production~~restructuring ~~and~~actions ~~delivery~~that ~~volumes~~ were ~~impacted~~announced induring ~~2008~~previous ~~due~~years ~~to the strike~~ as well as ~~the~~initiated ~~June~~new ~~2008~~activities. ~~suspension~~These ~~of deliveries~~actions ~~pending~~were ~~resolution~~undertaken ofas ~~quality~~part ~~issues~~of ~~with~~our aon-going ~~supplier’s~~cost ~~component.~~reduction ~~The~~initiatives ~~issue was resolved with the vendor~~ and ~~the U.S. Government and deliveries resumed~~ in ~~January~~response ~~2009.~~to ~~Deliveries~~lower inaircraft ~~2009~~production rates ~~include~~that ~~the~~resulted ~~initial~~from ~~units~~depressed ondemand ~~the Israeli and Iraqi contracts executed earlier~~ in the ~~year~~general aviation industry.

~~Customer~~See ~~Support.~~additional ~~Customer~~disclosure ~~Support~~of ~~segment~~our ~~sales are principally~~restructuring ~~comprised~~activity ~~of the sale of spare parts and maintenance services to existing aircraft operators. The decrease~~ in ~~segment~~Note ~~sales~~8 ~~for the year ended December 31, 2009 of $84.5 million is due~~ to ~~reduced volumes in both parts sales and maintenance services as a result of generally lower general aviation aircraft usage as well as the sale of~~ our ~~fuel~~Consolidated ~~and~~Financial ~~line operations in late 2008~~Statements. ~~Sales included in the segment’s results for the fuel and line operations were $48.5 million for the year ended December 31, 2008.~~

~~Operating~~Long-lived ~~(Loss)~~Asset ~~Income~~Impairment

~~The~~Long-lived ~~table~~asset ~~below~~impairments ~~details~~were ~~the~~$226.6 ~~decrease~~million in ~~operating~~the ~~income~~current ofyear as compared to $~~852~~12.36 million and $74.5 million for the ~~year~~years ended December 31, 2010 and 2009. ~~compared~~The 2011 impairments were recorded to reduce the ~~year~~value ~~ended~~of ~~December 31,~~the ~~2008.~~Hawker ~~The~~business ~~decline~~jet ~~was~~technology ~~primarily~~and ~~due~~tooling related to the ~~previously~~ ~~discussed~~Hawker ~~third~~business ~~quarter~~jet ~~2009~~family. The impairment ~~and~~was ~~other~~caused ~~charges~~by ~~totaling~~a ~~$613.0~~decrease ~~million~~in asthe ~~well~~expected ascash flows from the ~~decrease~~underlying inHawker ~~sales~~business ~~volume~~jet inproducts as a result of the ~~Business~~depressed business and ~~General~~general ~~Aviation~~aviation ~~segment~~market ~~due~~and toresulting ~~the~~reduced ~~depressed~~production ~~market~~volumes ~~conditions~~and downward pricing pressure.

The tests were performed during the fourth quarter due to poor operating performance during the quarter, decreases in future projections, and decisions by the Company to slow-down or cease production of certain aircraft during the quarter. These items, when taken together, caused management to determine that impairment testing was required during the fourth quarter.

Goodwill and Indefinite-lived Asset Impairment

Goodwill impairments were $66.0 million in the current year as compared to $13.0 million and $443.8 million for the years ended December 31, 2010 and 2009. The primary cause of the goodwill impairment was the overall decline in the market value of the Trainer/Attack segment as a result of the adverse global economic conditions, uncertainty surrounding the Light Air Support (LAS) contract, and expected decreased production as a result of the JPATS contract nearing its conclusion.

Selling, General and Administrative Expense

Selling, general and administrative expense totaled $270.5 million, or 11.1% of sales, for the year ended December 31, 2011, as compared to $257.5 million, or 9.2% of sales, for the year ended December 31, 2010. This was primarily due to an increase of selling expenses of $18.8 million associated with our expanded focus on international sales combined with an increase in our information technology expenses of $14.8 million related to the implementation of an upgraded enterprise resource planning application. This was offset by a decrease of $19.3 million associated with consulting and other services related to factory operations cost reduction activities as well as a decrease in personnel costs related to benefits and performance pay of $3.3 million.

Selling, general and administrative expense totaled $257.5 million, or 9.2% of sales, for the year ended December 31, 2010 as compared to $209.7 million, or 6.6% of sales, for the year ended December 31, 2009. This increase was primarily due to higher selling expenses of $33.7 million associated with our increased focus on international sales and higher costs associated with consulting and other services related to factory operations cost reduction activities of $13.4 million.

Research and Development Expense

Research and development expense was $94.3 million for the year ended December 31, 2011, as compared to $101.1 million for the year ended December 31, 2010. Although we continue to invest in development activities in the Business and General Aviation segment our expenditures in that segment were lower in 2011 as compared to 2010 as we continue in our efforts to time new product introduction with anticipated market demand. This decrease was partially offset by an increase in research and development costs in the Trainer/Attack segment as a result of increased spending on the AT-6 aircraft.

Research and development expense was $101.1 million for the year ended December 31, 2010 as compared to $107.3 million for the year ended December 31, 2009, a decrease of $6.2 million. Although we continued to invest in development activities in the Business and General Aviation segment, our expenditures in that segment were lower in 2010 as compared to

	Year Ended
(In millions)	December 31,2009			December 31,2008
Operating (Loss) Income:
Business and General Aviation	$	(801.7	)	$	29.5
Trainer/Attack Aircraft		45.5			28.2
Customer Support		44.1			82.5
Eliminations		0.1			0.1
Total	$	(712.0	)	$	140.3

2009, as we attempted to time new product introduction with anticipated market demand.

~~Business~~Operating ~~and~~Loss General Aviation. Business and General Aviation segment operating income decreased by $831.2 million for the year ended December 31, 2009 compared to the year ended December 31, 2008. The segment recorded a charge of $340.1 million to reduce the carrying value of segment goodwill to zero and charges totaling $181.2 million as a result of other intangible asset impairments. In addition, the segment’s portion of the previously discussed charges recorded for tangible asset and inventory impairment was $60.2 million. Charges totaling $137.1 million related to reserves for loss-making aircraft and vendor claims were also recorded during the year ended December 31, 2009. A majority of the reserves for loss-making aircraft relate to the Hawker 4000. Charges totaling $91.1 million were recorded related to the Hawker 4000 program for the year ended December 31, 2008.

InOperating ~~addition~~loss toincreased ~~the charges noted above, the segment recorded 2009 charges totaling~~ $26307.09 million toor ~~reduce~~177.1% for the ~~carrying~~year ~~value~~ended ofDecember 31, ~~used~~2011, ~~aircraft~~when ~~inventory~~compared to ~~current~~the ~~market~~year ~~values~~ended December 31, ~~and $30~~2010.3 ~~million~~The ~~related~~increase toin ~~mark-to-market~~the ~~adjustments~~loss onwas ~~foreign~~primarily ~~currency~~the ~~forward~~result ~~contracts~~of noasset ~~longer designated~~impairment ascharges ~~cash~~of ~~flow~~$292.6 ~~hedges~~million ~~because~~in the ~~underlying~~current ~~purchase~~year ~~volumes~~as ~~are~~compared noto ~~longer~~asset ~~expected~~impairment tocharges ~~occur.~~of ~~Further,~~ $3225.36 million ~~of the total restructuring charges~~ recorded during the year ended December 31, 2010. ~~2009~~$226.6 million of the charges were related to ~~this~~the BG&A segment. ~~For~~as ~~the year~~a ~~ended~~result ~~December 31,~~of ~~2008,~~a decrease in the ~~segment~~expected ~~recorded~~cash ~~charges~~flows ~~for~~from ~~used~~Hawker ~~aircraft,~~jet ~~ineffective~~products ~~foreign~~as ~~currency~~a ~~forward~~result ~~contracts~~of the depressed business and ~~for~~general ~~restructuring~~aviation ofmarket ~~$13~~and resulting reduced production volumes and downward pricing pressure.7 ~~million~~In addition, ~~$18.0~~there ~~million~~was ~~and~~an impairment of $166.0 million, ~~respectively.~~in ~~Reduced~~the ~~general~~Trainer/Attack ~~aviation deliveries~~Aircraft assegment ~~well~~related to decreased cash flows as ~~downward~~a ~~pricing~~result ~~pressure~~of onan ~~new~~anticipated ~~aircraft~~decrease in sales. ~~also~~The ~~contributed~~remainder toof the ~~overall~~decrease ~~increase~~was due into ~~operating~~the ~~loss~~lower ~~for~~sales in the current year ~~ended~~discussed ~~December 31, 2009~~previously.

~~Trainer/Attack~~Operating ~~Aircraft~~loss decreased $538.1 ~~Trainer/Attack~~million ~~Aircraft~~or ~~segment~~75% ~~operating~~for ~~income~~the ~~increased~~year ended byDecember 31, ~~$17.3~~2010, ~~million~~when ~~for~~compared to the year ended December 31, 2009. ~~compared~~Improved operating performance was primarily due to charges of $25.6 million related to asset impairments recorded during the year ended December 31, ~~2008~~ 2010 as compared ato ~~result~~charges of ~~the~~$522.8 ~~increased~~million ~~production~~that ~~volumes~~had ~~discussed~~been ~~previously,~~recorded ~~offset~~during bythe ~~increased~~year ~~research~~ended ~~and~~December 31, ~~development~~2009. ~~costs~~A ~~associated~~majority ~~with derivatives~~ of the ~~T-6~~charges ~~aircraft~~in ~~and~~2009 ~~smaller~~were ~~profit~~recorded ~~adjustments~~in on the ~~JPATS~~Business ~~program~~and ~~during~~General ~~the~~Aviation ~~period~~segment. ~~Favorable~~ ~~cumulative~~The ~~catch-up~~decrease ~~adjustments~~in ofaircraft ~~$6.0~~delivery ~~million~~volume ~~were~~in ~~recorded~~the Business and General Aviation segment during the year ended December 31, ~~2009,~~2010 as compared to ~~$14.9 million during~~ the year ended December 31, ~~2008~~2009, partially offset the improvement in operating income.

~~Customer~~The ~~Support.~~following ~~Customer~~table ~~Support~~summarizes ~~segment~~our ~~operating~~Operating ~~income~~(Loss) ~~decreased~~Income by ~~$38.4~~business ~~million for the year ended December 31, 2009 compared to the year ended December 31, 2008 due primarily to the~~ segment’s; ~~$31.5~~which ~~million~~are ~~portion~~described ~~of the impaired inventory charge recorded as discussed previously. The remaining decrease is due to the reduced sales volumes as a result of the sale of the fuel and line operations~~ in ~~late~~more ~~2008~~detail asbelow: ~~well as the decline in general aviation aircraft usage as a result of recent economic conditions which adversely impacted segment sales.~~

Restructuring.


	Year Ended December 31,
*(In millions)*	2011			2010			2009
Operating (Loss) Income:
Business and General Aviation	$	(602.0	)	$	(367.0	)	$	(801.7	)
Trainer/Attack Aircraft		25.3			95.7			45.5
Customer Support		95.3			97.5			44.1
Eliminations		(0.4	)		(0.1	)		0.1

Total	$	(481.8	)	$	(173.9	)	$	(712.0	)

WeBusiness ~~recorded pre-tax charges of $34.1 million related to workforce reductions, costs to exit facilities,~~ and ~~related~~General ~~items~~Aviation during the year ended December 31, 2009. We undertook several restructuring actions during 2009 in response to reduced aircraft production rates due weakening in the global economy and decreased demand in the business and general aviation industry.

~~Selling~~Operating loss increased $235.0 million or 64.0% for the year ended December 31, ~~General~~2011, ~~and~~when ~~Administrative~~compared ~~Expense~~to the year ended December 31, 2010. The increase in the loss was primarily driven by the impairments recorded in the current year of $226.6 million as compared to impairments of $25.6 million in the prior year. In addition, there were $32.9 million of inventory impairments in this segment as a result of an evaluation of the usefulness of the inventory.

~~Selling,~~The ~~general,~~operating ~~and~~loss ~~administrative~~was ~~expense totaled~~ $~~209~~367.7 0 million, ~~or 6.6% of sales~~ for the year ended December 31, ~~2009,~~ 2010 as compared to ~~$279.1~~an ~~million,~~operating orloss ~~7.9%~~ of ~~sales~~$801.7 million for the year ended December 31, ~~2008~~2009. The ~~decrease~~improvement ~~was~~of ~~due~~$434.7 tomillion primarily resulted from lower ~~Business~~impairment and ~~General~~loss-making ~~Aviation~~aircraft charges, ~~segment~~which ~~selling~~were ~~expense~~partially asoffset aby ~~result~~decreases ofin ~~decreased~~ sales ~~activity~~volume, ashigher ~~well~~selling asexpenses ~~the~~associated ~~impact~~with ofour ~~cost reduction~~expansion ~~measures~~of ~~implemented~~our ~~throughout~~international ~~the~~sales ~~company~~force, ~~including~~and ~~the~~consulting ~~work~~and ~~force~~other ~~reductions~~expenditures ~~previously~~related ~~discussed~~to factory operations cost-reduction initiatives.

~~Research~~During 2010, we recorded a charge of $13.0 million to reflect impairments of indefinite-lived assets and a ~~Development~~charge ~~Expense~~of $12.6 million for long-lived asset impairments. In the third quarter of 2009, we recorded charges of $340.1 million to reduce the carrying value of the Business and General Aviation segment goodwill to $0, $181.2 million to impair other intangible assets and $60.2 million to impair tangible assets and inventories.

~~Research~~We ~~and~~recorded ~~development~~charges ~~expense~~to ~~totaled~~reserves for loss-making aircraft of $~~107~~89.34 million ~~for~~during ~~the~~2010 ~~year~~and ~~ended~~$137.1 ~~December 31,~~million during 2009 ~~compared~~, a majority of which was related to ~~$110~~the Hawker 4000.2 ~~million~~Operating ~~for~~income was impacted significantly by the mix of aircraft delivered during each year. ~~ended~~Of ~~December 31,~~particular significance ~~2008,~~were athe ~~decrease~~Project ofLiberty ~~$2.9~~Phase ~~million.~~I ~~While~~aircraft wedeliveries ~~increased~~in ~~development~~2009 ~~efforts~~that onwere ~~the~~not ~~T-6~~repeated in 2010.

Trainer/Attack Aircraft

Operating income decreased $70.4 million or 73.6% for the year ended December 31, 2011, when compared to the year

~~derivative~~ended ~~products~~December 31, in2010. The primary cause of this decrease was the $66.0 million impairment to the Trainer/Attack ~~Aircraft~~ segment, ~~our~~goodwill ~~Business~~that ~~and~~is ~~General~~discussed ~~Aviation~~above. ~~segment~~The remainder of the decrease is largely due to increased research and development ~~efforts~~spend ~~have~~when ~~decreased~~compared ~~slightly~~to ~~and~~the ~~reflect~~prior ~~continued~~year ~~efforts~~as ona ~~our derivative~~result ~~aircraft~~of ~~strategy~~the investments in the AT-6 platform.

~~Non~~Operating income increased by $50.2 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009 due primarily to the increased volumes discussed previously as well as improved estimated contract profitability during the current year resulting from lower than expected contract service costs. The use of a percentage-~~operating~~of-completion ~~Income/Expense~~method of revenue recognition causes gross margin to be recognized based on management’s estimate of total contract revenue and total contract cost at completion. As estimates were updated, ~~net~~any impact on revenue and gross margin as a result of the change in estimate was reflected in current earnings on a cumulative catch-up basis. Favorable cumulative catch-up adjustments of $25.3 million were recorded during the year ended December 31, 2010 as compared to $6.0 million during the year ended December 31, 2009. In addition, the year ended December 31, 2009 included amortization expense of $3.1 million related to intangible assets arising with the Acquisition. The underlying assets became fully amortized at March 29, 2009; therefore, there was not a similar expense during the year ended December 31, 2010.

~~Net~~Customer ~~non-operating~~Support income was $200.0 million for the year ended December 31, 2009 compared to net non-operating expense of $195.0 million for the year ended December 31, 2008. During 2009, we realized a gain on purchases of our debt securities of $352.1 million. Interest expense decreased by $51.3 million in 2009, compared to 2008 as a result of lower interest rates on our floating rate debt as well as reduced principal balances on the fixed rate debt as a result of the debt purchases during the first half of 2009.

~~Provision~~Operating income decreased by $2.2 million or 2.3% for ~~Income~~the ~~Taxes~~year ended December 31, 2011, when compared to the year ended December 31, 2010. This decrease is primarily the result of a temporary disruption in our business related to the implementation of our computer system upgrade.

~~During~~Operating income increased by $53.4 million for the year ended December 31, ~~2009,~~ we2010 ~~recorded a tax benefit of $60.7 million~~ as acompared ~~result~~to ofthe ~~applying~~year ~~the~~ended ~~intraperiod~~December 31, ~~tax~~2009 ~~allocation~~due ~~rules~~primarily to ~~items~~an ininventory ~~other~~impairment ~~comprehensive~~charge ~~income and as a result~~ of ~~reversals~~$31.5 ofmillion recorded ~~deferred~~in ~~income~~2009 ~~taxes~~that ~~related~~did tonot ~~impairment~~recur ofin ~~goodwill and indefinite lived intangibles~~2010. ~~During~~The ~~the~~remaining ~~year~~increase ~~ended~~was ~~December 31,~~primarily ~~2008,~~driven weby ~~recorded~~the ~~tax~~improved ~~expense~~effectiveness of ~~$102.5~~our ~~million~~strategic ~~primarily~~pricing asand amarket ~~result~~capture ofinitiatives ~~the~~across ~~valuation~~our ~~allowance~~parts and ~~the~~maintenance ~~deferred~~service ~~tax~~business ~~expense~~and ~~associated with~~ our ~~goodwill and indefinite lived~~cost ~~intangible~~productivity ~~assets (“naked credits”)~~initiatives.

Nonoperating Income/Expense, net

For the year ended December 31, 2011, net nonoperating expense was $133.6 million, primarily related to interest expense, versus net nonoperating expense of $129.5 million for the year ended December 31, 2010, an increase of $4.1 million in expense. The primary reason for the increase in the nonoperating expense versus the year ended December 31, 2010 was an increase in interest expense due to the Company’s borrowing on its Revolving Credit Facility.

Net nonoperating expense was $129.5 million for the year ended December 31, 2010, primarily related to interest expense, versus net nonoperating income of $200.0 million for the year ended December 31, 2009. This net expense increase of $329.5 million was primarily the result of the nonrecurring gain of the $352.1 million we recorded in 2009 in connection with the purchase of our own debt securities. Partially offsetting this increase was a $22.8 million decrease in interest expense for the year ended December 31, 2010 as compared to the year ended December 31, 2009.

Provision for Income Taxes

The effective tax rate was negative 2.7% and negative 0.3% for the years ended December 31, 2011 and December 31, 2010. The primary difference between the effective tax rate and statutory tax rate in the jurisdictions in which we operate is a result of the valuation allowance against our net deferred tax assets.

Liquidity and Capital Resources

~~Cash~~Our ~~Flow~~liquidity ~~Analysis~~requirements are significant, primarily due to debt service obligations. We will rely on the Senior Tranche Advance to fund our ongoing operations while we continue to work with our lenders towards a comprehensive recapitalization plan. Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are largely beyond our control. If we are not able to refinance our indebtedness or reach a restructuring agreement with our lenders, we may need to seek protection under chapter 11 of the U.S. Bankruptcy Code.

~~The~~Our ~~following~~principal ~~table~~sources ~~illustrates~~of ~~sources~~liquidity have consisted of cash generated by operations and ~~uses~~borrowings available under our Revolving Credit Facility. On March 27, 2012, pursuant to the Third Amendment, we borrowed the Senior Tranche Advance to fund ongoing operations while we continue to work with our lenders towards a comprehensive recapitalization plan. As discussed previously, we entered in to a forbearance arrangement in connection with the Third Amendment with certain of ~~funds:~~our lenders. The forbearance period will expire on June 29, 2012. Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic,

	Year Ended
(In millions)	December 31,2010			December 31,2009			December 31,2008
Net cash provided by (used in) operating activities	$	297.8		$	177.1		$	(69.0	)
Net cash (used in) provided by investing activities		(35.2	)		(53.3	)		50.1
Net cash (used in) provided by financing activities		(408.6	)		67.4			(170.3	)
Effect of exchange rates on cash and cash equivalents		—			—			(2.7	)
Net decrease in cash and cash equivalents	$	(146.0	)	$	191.2		$	(191.9	)

Year Ended December 31, 2010.

Net cash provided by operating activities was $297.8 million. Despite lower sales in 2010, our operating activities provided positive net cash performance primarily as a result from improved cash management due to better management of our inventory, partially offset by a reduction in advanced payments from customers.

Net cash used in investing activities of $35.2 million related primarily to capital expenditures for tooling in our Business and General Aviation segment and for the AT-6 program and associated tooling in our Trainer/Attack Aircraft segment.

Net cash used in financing activities of $408.6 million represents the repayment of the previously outstanding $235.0 million on the revolving credit facility as well as payments on notes payable used to finance certain aircraft engine purchases.

Year Ended December 31, 2009.

Net cash provided from operating activities was $177.1 million. The positive net cash performance was due to sharply reduced inventory levels, reflecting an increase in Hawker 4000 deliveries, lower material receipts compared to aircraft deliveries, lower levels of used aircraft inventory on-hand and better overall inventory management. Partially offsetting the inventory improvement was the operating loss for the year as well as decreased accounts payable balances as amounts due vendors associated with higher activity in late 2008 were paid early in 2009. In addition, customer deposits were reduced as a result of the decline in new orders.

Net cash used in investing activities of $53.3 million related primarily to capital expenditures for tooling in our Business and General Aviation segment and facilities improvements in our Customer Support segment.

~~Net~~ financial, ~~cash~~competitive, ~~from~~legislative, ~~financing~~regulatory ~~activities~~and ofother ~~$67.4~~factors ~~million~~that ~~included~~are ~~$235.0~~largely ~~million~~beyond inour ~~net borrowings~~control. ~~from~~Our ~~our~~business ~~revolving~~operations ~~credit~~required ~~facility~~the asuse ~~well~~of assubstantial ~~$188.0~~cash ~~million~~ in ~~net~~2011. ~~proceeds~~During ~~from~~2010 ~~the~~and ~~additional~~2011, we ~~debt~~undertook ~~issuance~~several actions in ~~the~~order ~~fourth~~to ~~quarter~~reduce ofour ~~2009.~~cash ~~Offsetting~~needs ~~these~~and ~~inflows~~liquidity ~~was~~risks; ~~$136.7~~however, ~~million~~we ~~used~~continue to ~~purchase~~have ~~our~~significant ~~debt~~cash ~~securities~~requirements ~~in the first half of 2009~~ and ~~payments~~risks onas ~~notes~~a ~~payable~~result ~~used~~of toour ~~finance~~continuing ~~engine purchases~~operations.

~~Year~~As ~~Ended~~of December 31, ~~2008~~2011, we had $248.9 million of cash and cash equivalents. We utilized $239.0 million and had issued $1.0 million in letters of credit of our $240.3 million capacity under our Revolving Credit Facility in order to maintain a prudent amount of cash on hand. We continue to evaluate our short-term and long-term balance sheet management plans. We have hired a variety of professional advisers to assist us on many different projects, including seeking to refinance our indebtedness and develop a comprehensive recapitalization plan.

~~Net~~We ~~cash~~have ~~used~~taken, inand ~~operating~~continue ~~activities~~to ~~was~~take, ~~$69.0~~various ~~million.~~actions ~~The net cash consumed was primarily due~~ to anpreserve ~~increase~~our inliquidity ~~inventory in connection with increased build rates for the Hawker 4000~~ and ~~other~~cash ~~aircraft~~position, ~~models~~including asreduced ~~well~~production aslevels ~~the~~to ~~reduced~~better ~~delivery~~meet ~~volume~~expected asdemand; ause ~~result~~ of ~~the~~furloughs ~~strike~~and ~~by the Company’s union~~ work force reductions inconsistent ~~August~~with ~~2008.~~the ~~These~~lower ~~impacts~~production ~~were~~levels; ~~partially~~and ~~offset~~other bycost areduction ~~third-party financing~~efforts ~~arrangement~~including ~~used~~sharply toreduced ~~finance~~discretionary ~~engine~~spending ~~purchases,~~and ~~increased~~deferrals ~~commercial~~of ~~aircraft~~certain ~~deposits~~product ~~received~~development ~~and~~activity. anOur ~~increase~~ability into ~~accounts~~pay ~~payable~~principal and ~~other~~interest ~~accrued~~on ~~expenses.~~our ~~The~~debt, fund ~~seasonality~~working ofcapital ~~our~~and ~~aircraft~~make ~~deliveries~~capital ~~coupled~~expenditures ~~with~~depends aon ~~more~~our ~~linear~~future ~~aircraft production~~performance ~~schedule~~and ~~also~~our ~~contributed~~ability to ~~net~~successfully ~~operating~~restructure ~~cash~~our ~~consumption~~balance ~~for the year ended December 31, 2008~~sheet.

~~Net~~All ~~cash provided~~outstanding bydebt ~~investing~~was ~~activities~~reclassified ofto ~~$50.1~~short-term ~~million~~liabilities ~~included~~as ~~net cash proceeds~~ of ~~$123~~December 31, 2011.6 ~~million~~This ~~from~~reclassification ~~completing~~was ~~the~~necessary ~~sale~~due ofto ~~the~~our ~~fuel~~violation ~~and~~of ~~line~~our ~~operations~~debt ~~facilities~~covenants ~~offset~~on byour ~~capital~~outstanding ~~expenditures~~borrowings as of ~~$70.2 million primarily related to tooling~~December 31, ~~facilities~~ ~~improvements~~2011 and ~~equipment~~consideration ~~used~~of inour ~~the~~forbearance ~~manufacturing~~agreement ~~process~~period ~~and~~expires ~~additions~~on toJune 29, ~~computer software of $4~~2012.7 ~~million.~~

~~Net~~Due to the fact that we have recurring negative cash ~~used~~flows infrom ~~financing~~operations ~~activities~~and ofrecurring ~~$170~~losses from operations, we will need to seek additional financing.3 ~~million~~As ~~represented~~a ~~payments~~result, onthere ~~notes~~is ~~payable~~substantial ~~used~~doubt that we will be able to ~~finance~~obtain ~~engine~~additional ~~purchases~~equity ~~and~~or debt ~~mandatory~~financing ~~principal~~on ~~payments~~favorable ofterms, ~~the~~or ~~senior~~at ~~secured~~all, ~~term~~in ~~loan~~order to have sufficient liquidity to meet our cash requirements for the next twelve months.

~~Capital~~Cash ~~Structure~~Flow Analysis

The following table summarizes our ~~capital~~sources ~~structure~~and asuses of ~~the dates indicated~~funds:

	Year Ended
	Year Ended December 31,
(In millions)	~~December 31,2010~~2011			~~December 31,2009~~2010			~~December 31,2008~~2009
Cash and cash equivalents	$	422.8		$	568.8		$	377.6
Net cash (used in) provided by operating activities	$	(163.8	)	$	297.8		$	177.1
Total debt		2,129.7			2,364.2			2,490.8
Net cash (used in) investing activities		(53.7	)		(35.2	)		(53.3	)
Net debt (total debt less cash and cash equivalents)		1,706.9			1,795.4			2,113.2
Net cash provided by (used in) financing activities		43.6			(408.6	)		67.4
Total (deficit) equity		(214.4	)		118.3			431.1
Net decrease in cash and cash equivalents	$	(173.9	)	$	(146.0	)	$	191.2
Total capitalization (debt plus equity)		1,915.3			2,482.5			2,921.9
Net capitalization (debt plus equity less cash and cash equivalents)		1,492.5			1,913.7			2,544.3
Debt to total capitalization		111	%		95	%		85	%
Net debt to net capitalization		114	%		94	%		83	%

WeOperating ~~have~~Activities substantial indebtedness. As of December 31, 2010, our total indebtedness was $2,129.7 million, including $59.6 million of short-term obligations payable to a third party under a financing arrangement. We also have up to $75.0 million available for letter of credit issuances under a synthetic letter of credit facility. In addition, our Senior PIK-Election Notes permit us to pay interest by increasing the principal amount thereunder (“PIK-interest”) rather than paying cash interest through April 1, 2011. On September 30, 2010, we notified our noteholders that we had elected to pay the April 2011 semi-annual interest payment on our Senior PIK-Election Notes in cash. We had previously notified our noteholders of our intention to pay the October 2010 semi-annual interest payment in a similar manner.

~~Our~~Net ~~principal~~cash ~~sources~~used ofin ~~liquidity~~operating ~~consist~~activities ofduring ~~cash generated~~2011 bywas ~~operations~~$163.8 ~~and~~million. ~~borrowings~~The ~~available~~decrease ~~under~~when ~~our~~compared ~~revolving~~to ~~credit~~prior ~~facility.~~years ~~Our~~was ~~ability~~primarily tothe ~~make~~result ~~payments~~of onlower sales and tooverall ~~refinance~~operating ~~our~~performance ~~indebtedness~~during ~~and~~2011. toIn addition, ~~fund~~there ~~planned~~was ~~capital~~a ~~expenditures~~decrease ~~will~~in ~~depend~~advanced onpayments ~~our~~outstanding ~~ability~~at toDecember 31, ~~generate~~2011 ~~cash~~along with an increase in ~~the future,~~inventory which iscontributed ~~subject~~ to ~~general~~the ~~economic,~~decrease ~~financial,~~in ~~competitive,~~cash ~~legislative,~~flow. ~~regulatory~~This ~~and~~was ~~other~~partially ~~factors~~offset ~~that~~by ~~are~~an ~~largely~~increase ~~beyond~~in ~~our~~accounts ~~control~~payable.

~~Our~~Despite ~~pension~~lower ~~plan~~sales ~~assets, which are broadly diversified, experienced an increase~~ in ~~value during~~ 2010 ~~following a substantial decrease in value in 2008 and a rebound in 2009. As measured under GAAP~~, our ~~pension~~ ~~benefit~~operating ~~plans~~activities ~~were~~provided ~~$351.1~~positive ~~million~~net ~~underfunded~~cash atperformance ~~December 31,~~primarily ~~2010~~ as ~~compared~~a toresult ~~being $296.8 million underfunded at December 31, 2009. In accordance with GAAP, we recognize the funded status~~ of ~~our~~better ~~defined benefit pension and~~management ~~other~~of ~~postretirement benefits plans in~~ our ~~consolidated statement of financial position~~inventories, ~~with~~partially aoffset ~~corresponding~~by ~~after-tax adjustment to accumulated other comprehensive loss. The 2010 annual remeasurement of our pension and other postretirement plans resulted in~~ a ~~net~~reduction ~~$50.5 million increase~~ in ~~total~~advanced ~~equity,~~payments ~~which~~from ~~was primarily driven by increases in our pension service costs and actuarial losses~~customers. ~~We currently estimate that required pension plan cash contributions will be approximately $51.7 million in 2011. For our unfunded other postretirement benefits plans, we~~

The positive net cash provided by operating activities during 2009 was a result of sharply reduced inventory levels reflecting an increase in Hawker 4000 deliveries, lower material receipts compared to aircraft deliveries, lower levels of used aircraft inventory on-hand and better overall inventory management. Partially offsetting the inventory improvement was the operating loss for the year as well as decreased accounts payable balances as amounts due vendors associated with higher activity in late 2008 were paid early in 2009. In addition, customer deposits were reduced as a result of the decline in new orders.

Investing Activities

Net cash used in investing activities during 2011 of $53.7 million related primarily to capital expenditures for property, plant and equipment (“PP&E”), a computer system upgrade and software. The PP&E increase was primarily related to the continued production of tooling in our Business and General Aviation segment and Trainer/Attack Aircraft segment.

~~expect~~Net tocash ~~contribute~~used ~~approximately $0.6 million~~ in ~~2011.~~investing ~~However,~~activities ~~absent~~during a2010 ~~recovery~~related ofprimarily ~~pension plan asset values or higher interest rates, we will be required~~ to ~~make~~capital ~~higher~~expenditures for ~~contributions~~tooling in ~~future~~ ~~years. See Note 15 to~~ our ~~Consolidated~~Business ~~Financial~~and ~~Statements~~General inAviation ~~Item 8,~~segment ~~“Financial Statements~~ and ~~Supplementary~~the ~~Data” of this Annual Report on Form 10~~AT-K6 ~~for~~program ~~additional~~and ~~information~~associated ~~about~~tooling in our ~~pension~~Trainer/Attack ~~and~~Aircraft ~~other postretirement benefits plans~~segment.

~~Our~~Net ~~corporate~~cash ~~credit~~used ~~rating~~in atinvesting ~~Moody’s~~activities ~~Investors~~during ~~Service~~2009 ~~and~~related ~~Standard &~~primarily ~~Poor’s~~to ~~Ratings Services~~capital asexpenditures offor ~~December 31,~~tooling ~~2010~~in ~~was~~our ~~Caa2~~Business and ~~CCC+ respectively. These ratings were unchanged from December 31, 2009.~~ General ~~economic~~Aviation ~~conditions~~segment ~~during 2010, the status of the general aviation industry~~ and ~~our~~facilities ~~overall~~improvements ~~debt~~in ~~levels continued to significantly impact the fair value of~~ our ~~debt.~~Customer ~~See Note 6 to our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information~~Support ~~about the fair value of our debt~~segment.

AsFinancing ofActivities December 31, 2010, we had $422.8 million of cash and cash equivalents and had no outstanding borrowings on the $235.6 million available under our revolving credit facility, net of $4.7 million of outstanding letters of credit. We continue to evaluate our short- and long-term balance sheet management plans. We have taken, and continue to take, various actions to preserve our liquidity and cash position, including reduced production levels to better meet expected demand; work force reductions consistent with the lower production levels; and other cost reduction efforts including facility consolidation, sharply reduced discretionary spending and deferrals of certain product development activity. We believe these actions will result in our having sufficient liquidity to meet our cash requirements for the next twelve months; however, additional economic deterioration may further depress the business and general aviation market and we could be required to take additional measures to meet our liquidity needs.

~~Notes.~~Net Incash ~~connection~~provided ~~with~~by ~~the~~financing ~~Acquisition,~~activities weduring ~~issued~~2011 ~~$1,100.0 million~~ of ~~notes, including~~ $~~400~~43.06 million ofrepresents ~~8.5%~~the ~~Senior~~repayment ~~Fixed~~of ~~Rate Notes~~approximately ~~due April 1, 2015,~~ $~~400~~44.05 million ofon ~~8.875%/9.625%~~our ~~Senior PIK~~long-~~Election~~term ~~Notes~~borrowings ~~due~~and ~~April 1,~~payments ~~2015~~of ~~and~~ $~~300~~150.09 million ofon ~~9.75% Senior Subordinated Notes due April 1, 2017. In February 2008, we exchanged these~~ notes ~~for~~used ~~new notes~~to ~~with~~finance ~~identical~~engine ~~terms,~~purchases ~~except~~which ~~that~~were ~~the~~offset ~~new~~by ~~notes~~additional ~~have~~borrowings ~~been registered under the Securities Act of 1933 (the “Securities Act”) and do not bear restrictions~~ on ~~transferability mandated by~~ the ~~Securities~~Revolving ~~Act~~Credit orFacility ~~certain~~of ~~penalties~~$239.0 ~~for failure to file a registration statement relating to the exchange~~million.

~~The notes are unsecured obligations and are guaranteed by certain~~Net ~~current~~cash ~~and~~used ~~future~~in ~~wholly-owned~~financing ~~subsidiaries~~activities ~~that~~during ~~guarantee~~2010 ~~our~~represents ~~obligations under~~ the ~~senior~~repayment ~~secured~~of ~~credit facilities. Interest on~~ the ~~Senior~~previously ~~Fixed~~outstanding ~~Rate Notes accrues at the rate of 8~~$235.~~50% per~~0 ~~annum~~million ~~and interest~~ on the ~~Senior~~Revolving ~~Subordinated~~Credit ~~Notes accrues~~Facility atas ~~the~~well ~~rate~~as ofpayments ~~9.75% per annum. Cash interest~~ on ~~the~~notes ~~Senior PIK-Election Notes accrues at the rate of 8.875% per annum and the PIK-interest accrues at the cash interest rate per annum plus 0.75%. Interest is~~ payable inused ~~cash, except as discussed above with respect~~ to ~~our~~finance ~~ability~~certain toaircraft ~~elect~~engine ~~to pay PIK-interest, rather than cash interest~~purchases.

OnNet ~~June 2, 2009, we completed a~~ cash ~~tender~~from ~~offer~~financing toactivities ~~purchase~~during a2009 ~~portion~~included of$235.0 ~~our~~million ~~outstanding~~in ~~Senior~~net ~~Fixed~~borrowings ~~Rate~~from ~~Notes,~~our ~~Senior~~Revolving ~~PIK-Election~~Credit ~~Notes~~Facility ~~and~~as ~~Senior~~well ~~Subordinated Notes~~as $188.0 ~~The~~million ~~tender~~in ~~offer,~~net ~~along~~proceeds ~~with~~from ~~open~~the ~~market~~additional ~~purchases~~debt ~~executed~~issuance in the ~~first~~fourth quarter of 2009~~, resulted~~. inOffsetting anthese ~~aggregate~~inflows ~~purchase~~was of $~~496~~136.67 million ~~aggregate~~used ~~principal~~to ~~amount~~purchase of our debt securities, ~~allowing~~in the ~~Company~~first tohalf ~~realize~~of a2009 ~~net~~and ~~gain~~payments ofon ~~$352.1~~notes ~~million~~payable used to finance engine purchases.

~~Senior~~Capital ~~Secured~~Resources Credit Facilities. In connection with the Acquisition, we entered into senior secured credit facilities totaling $1,810.0 million, consisting of a $1,300.0 million term loan drawn at the close of the Acquisition, a $400.0 million, before the Second Amendment, revolving credit facility and a $110.0 million synthetic letter of credit facility. In March 2008, we reduced the synthetic letter of credit facility to $75.0 million based on our expected needs in the future. At December 31, 2010, we had issued letters of credit totaling $37.6 million under the synthetic facility.

OnThe ~~September 15,~~following ~~2008,~~table ~~Lehman~~summarizes ~~Brothers~~our ~~Holdings,~~capital ~~Inc.~~structure ~~(“Lehman”)~~as ~~filed for bankruptcy. One~~ of ~~Lehman’s subsidiaries, Lehman Brothers Commercial Bank, had a $35.0 million commitment in~~ the ~~Company’s~~dates ~~revolving~~indicated: ~~credit facility. We do not expect Lehman Brothers Commercial Bank to fulfill its funding obligations under the Company’s revolving credit facility.~~

In December 2008, we amended the credit agreement to allow us to prepay, up to a maximum of $300.0 million, the secured term loan at a discount price to par to be determined pursuant to certain auction procedures.


	Year Ended December 31,
*(In millions)*	2011			2010			2009
Cash and cash equivalents	$	248.9		$	422.8		$	568.8
Total debt		2,334.1			2,129.7			2,364.2
Net debt (total debt less cash and cash equivalents)		2,085.2			1,706.9			1,795.4
Total (deficit) equity		(956.9	)		(214.4	)		118.3
Total capitalization (debt plus equity)		1,377.2			1,915.3			2,482.5
Net capitalization (debt plus equity less cash and cash equivalents)		1,128.3			1,492.5			1,913.7
Debt to total capitalization		169	%		111	%		95	%
Net debt to net capitalization		185	%		114	%		94	%

OnOur ~~November~~total indebtedness at December 631, ~~2009,~~2011 weincluded ~~further~~$66.9 ~~amended~~million of short-term obligations payable ~~our~~to ~~credit~~a ~~agreement~~third ~~(the~~party ~~“Second~~under ~~Amendment”)~~a financing arrangement and $239.0 ~~The~~million ~~Second~~drawn ~~Amendment~~on ~~provides~~our ~~that~~Revolving ~~compliance~~Credit ~~with~~Facility. ~~the~~We ~~maximum~~also ~~consolidated~~had ~~secured~~issued ~~debt~~letters ~~ratio~~of ~~test~~credit ~~under~~totaling $51.2 million of the ~~Credit~~$75.0 ~~Agreement~~million isavailable ~~waived.~~under ~~The~~our ~~continuing~~synthetic ~~effectiveness~~letter of ~~this~~credit ~~waiver~~facility. Our isSenior ~~subject~~ PIK-Election Notes permitted us to pay interest by increasing the ~~condition~~principal ~~that~~amount wethereunder ~~shall~~(“PIK ~~not~~Interest”) ~~have~~rather ~~made~~than apaying ~~restricted~~cash ~~payment~~interest ~~pursuant~~through toApril 1, ~~certain~~2011. ~~available~~On ~~restricted~~September 30, ~~payment~~2010, ~~baskets~~we ~~under~~notified our noteholders that we had elected to pay the ~~Credit~~April ~~Agreement.~~2011 Ifsemi-annual ~~this~~interest ~~condition~~payment ~~fails~~on toour beSenior ~~satisfied,~~PIK-Election ~~then~~Notes ~~the~~in ~~waiver~~cash. ofAs the ~~maximum~~PIK ~~consolidated~~Interest ~~secured~~option ~~debt ratio~~is ~~covenant~~no ~~will~~longer beavailable, ~~revoked~~all ~~and~~subsequent weinterest ~~will~~payments beare currently required to ~~comply~~be ~~(and,~~paid ifin ~~revoked~~cash. On March 27, ~~compliance~~2012, ~~with~~pursuant to the ~~consolidated~~Third ~~secured~~Amendment, ~~debt~~we ~~ratio~~borrowed ~~will~~an beadditional ~~required~~$124.5 ~~for~~million under the ~~two~~Senior ~~most~~Tranche ~~recently~~Advance. ~~completed~~We ~~fiscal~~determined ~~quarters)~~not ~~with~~to pay our interest obligations under the ~~maximum~~Notes ~~consolidated~~on ~~secured~~April 2, ~~debt~~2012 and anticipate an inability to ~~ratio~~pay ~~test~~interest inon the ~~Credit~~Notes ~~Agreement~~on future interest payment dates.

Our pension plan assets, which are broadly diversified, were relatively flat when compared to the prior year, however, the liability continued to increase. As measured under U.S. GAAP, our pension benefit plans were $492.9 million underfunded at December 31, 2011 as compared to being $351.1 million underfunded at December 31, 2010. We recognize the funded status of our defined benefit pension and other postretirement benefits plans in our Consolidated Statements of Financial Position, with a corresponding after-tax adjustment to Accumulated other comprehensive loss. The 2011 annual remeasurement of our pension and other postretirement plans resulted in a net $137.6 million decrease in total equity, which was primarily driven by poor performance of the underlying investments. We currently estimate that required pension plan cash contributions will be $45.2 million in 2012. We also expect to contribute approximately $0.8 million for our unfunded other postretirement benefits plans in 2012. However, absent a recovery of pension plan asset values or higher interest rates, we will be required to make higher contributions in future years. See Note 14 to our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information about our pension and other postretirement benefits plans.

~~The~~Notes: Second Amendment added a new minimum liquidity covenant which requires our unrestricted cash plus available commitments under our revolving credit facility, determined in each case as of the last day of such fiscal quarter, to be at least $162.5 million.

In connection with the Acquisition, we issued $1,100.0 million of Notes that included $400.0 million of 8.5% Senior Fixed Rate Notes due April 1, 2015, $400.0 million of 8.875%/9.625% Senior PIK-Election Notes due April 1, 2015 and $300.0 million of 9.75% Senior Subordinated Notes due April 1, 2017. In February 2008, we exchanged these Notes for new notes with identical terms, except that the new notes have been registered under the Securities Act and do not bear restrictions on transferability mandated by the Securities Act or certain penalties for failure to file a registration statement relating to the exchange.

The Notes are unsecured obligations and are guaranteed by certain current and future wholly-owned subsidiaries that guarantee our obligations under the Senior Secured Credit Facilities. Interest on the Senior Fixed Rate Notes accrues at the rate of 8.50% per annum and interest on the Senior Subordinated Notes accrues at the rate of 9.75% per annum. Cash interest on the Senior PIK-Election Notes accrues at the rate of 8.875% per annum and the PIK Interest accrues at the cash interest rate per annum plus 0.75%. Interest is payable in cash, except as discussed above with respect to our ability to elect to pay PIK Interest, rather than cash interest.

On June 2, 2009, we completed a cash tender offer to purchase a portion of our outstanding Senior Fixed Rate Notes, Senior PIK-Election Notes and Senior Subordinated Notes. The tender offer, along with open market purchases executed in the first quarter of 2009, resulted in an aggregate purchase of $496.6 million aggregate principal amount of our debt securities, allowing us to realize a net gain of $352.1 million.

Senior Secured Credit Facilities:

In March 2007, in connection with the Acquisition, we executed a $1,810.0 million Credit Agreement that included a $1,300.0 million Senior Secured Term Loan that was drawn at the close of the Acquisition, a $400.0 million secured Revolving Credit Facility that was reduced by the Second Amendment that is described subsequently, and a $110.0 million synthetic letter of credit facility (collectively the “Senior Secured Credit Facilities”). In March 2008, we reduced the synthetic letter of credit facility to $75.0 million based on our expected needs in the future. At December 31, 2011, we had issued letters of credit totaling $51.2 million under the synthetic facility.

On September 15, 2008, Lehman Brothers filed for bankruptcy. One of Lehman Brothers’ subsidiaries, Lehman Brothers Commercial Bank, had a $35.0 million commitment in our Revolving Credit Facility. We do not expect Lehman Brothers Commercial Bank to fulfill its funding obligations under our Revolving Credit Facility.

In December 2008, we amended the Credit Agreement to allow us to prepay, up to a maximum of $300.0 million, the Senior Secured Term Loan at a discount price to par to be determined pursuant to certain auction procedures.

On November 6, 2009, we further amended our Credit Agreement (the “Second Amendment”). The Second Amendment provides that compliance with the maximum consolidated secured debt ratio test under the Credit Agreement is waived. The continuing effectiveness of this waiver is subject to the condition that we shall not have made a restricted payment pursuant to certain available restricted payment baskets under the Credit Agreement. If this condition fails to be satisfied, then the waiver of the maximum consolidated secured debt ratio covenant will be revoked and we will be required to comply (and, if revoked, compliance with the consolidated secured debt ratio will be required for the two most recently completed fiscal quarters) with the maximum consolidated secured debt ratio test in the Credit Agreement.

The Second Amendment added a new minimum liquidity covenant which requires our unrestricted cash plus available commitments under our Revolving Credit Facility, determined in each case as of the last day of such fiscal quarter, to be at least $162.5 million.

In addition, the Second Amendment added a new Adjusted EBITDA covenant requiring that, to the extent the consolidated secured debt ratio covenant is waived as described above, for any fiscal quarter beginning with the second quarter of 2011 for which any revolving facility commitment is outstanding on the last day of such fiscal quarter, we maintain a minimum Adjusted EBITDA as specified in the Second Amendment. This Adjusted EBITDA covenant is now in effect.

The initial effectiveness of the Second Amendment was conditioned upon, among other items, the repayment of $125.0 million of our outstanding borrowings under the ~~revolving~~Revolving ~~credit~~Credit ~~facility~~Facility and the permanent reduction of facility commitments by $137.0 million (which included a $12.3 million portion of the $35.0 million originally committed by Lehman Brothers).

The remaining $22.7 million portion of Lehman Brothers’s revolving commitment is not considered available as they have been unable to honor this commitment as a result of their bankruptcy. As a result of the Second Amendment and the Lehman bankruptcy, the total reduction in available commitments was $159.7 million. Following these reductions, the amount of available revolving commitments under the revolving credit facility is now $240.3 million.

On November 25, 2009, we entered into an Incremental Facility Supplement Agreement. Pursuant to the terms of the agreement, we were provided $200.0 million of new term loans (the “Series A New Term Loans”) under the incremental facilities provisions of the Credit Agreement. We paid a fee to the lenders on closing, in the form of an Original Issue Discount, equal to 6.0% of the agreement principal amount of the Series A New Term Loans.

The Series A New Term Loans have a final maturity date of March 26, 2014 (the same as the existing Term Loans under the Credit Agreement) and will amortize in quarterly principal installments totaling 1% annually beginning with the quarter ended December 31, 2009. The interest rates applicable to the Series A New Term Loans are equal to either a base rate or an adjusted Eurocurrency bank deposit rate plus, in each case, an applicable margin. For base rate loans, the applicable margin is 7.5% and for Eurocurrency loans, the applicable margin is 8.5%. The base rate has a floor of 3.0% and the Eurocurrency bank deposit rate has a floor of 2.0%. Voluntary prepayments of the Series A New Term Loans are permitted, in whole or in part, at the U.S. Borrower’s option, without premium or penalty. Voluntary prepayments of the Series A New Term Loans will be applied to remaining scheduled amortization installments in an order to be determined at our option. The terms of the Series A New Term Loans are otherwise governed by and subject to the Credit Agreement. After fees and the original issue discount, net proceeds to the Company were $180.4 million with the proceeds to be used for general corporate purposes.

Debt Covenants. The indentures governing the notes and the credit agreement governing our senior secured credit facilities contain a number of covenants imposing significant restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions these covenants place on us include limitations on our ability to:

• incur indebtedness or issue disqualified stock or preferred stock;

• pay dividends on, redeem or repurchase our capital stock;

• make investments or acquisitions;

• create liens;

• sell assets;

• engage in sale and leaseback transactions;

• restrict dividends or other payments to us;

• guarantee indebtedness;

• engage in transactions with affiliates; and

• consolidate, merge or transfer all or substantially all of our assets.

~~Our~~ Brothers ~~excess cash flow~~bankruptcy, ~~as defined under~~ the ~~credit~~total ~~agreement,~~reduction ~~and~~in ~~our~~available ~~year-end~~commitments ~~consolidated secured~~was ~~debt~~$159.7 ~~ratio~~million. ~~determines~~Following ~~the~~these ~~annual amount of mandatory term loan prepayment due under our credit agreement~~reductions, ~~if any. The consolidated secured debt ratio is~~ the ~~ratio~~capacity ofunder ~~our consolidated secured debt less cash on hand at~~ the ~~end~~Revolving ofCredit ~~each~~Facility ~~period divided~~is bynow a$240.3 ~~rolling 12-month calculation of our debt covenant defined earnings before interest, taxes, depreciation and amortization (“DC EBITDA”)~~million. ~~DC EBITDA is calculated based on the Company’s net income adjusted for~~At ~~(i)~~December ~~interest~~31, ~~taxes~~2011, ~~depreciation~~we ~~and~~had ~~amortization~~borrowings ~~expense; (ii) non-recurring transition costs as a result~~ of ~~the~~$239.0 ~~Acquisition;~~million ~~(iii) non-recurring inventory step-up costs~~ and ~~other~~issued ~~non-recurring~~letters ~~purchase accounting impacts; (iv) non-cash compensation expense; (v) project start up, ramp up and launch costs including the development~~ of new aircraft; (vi) management fees paid to our principal external shareholders; (vii) minority interest adjustments; and (viii) miscellaneous other adjustments. Based on our 2010 excess cash flow and the consolidated secured debt ratio, as defined under the credit ~~agreement, we will be required to make a mandatory term loan principal prepayment in 2011~~ of $441.50 million. Asoutstanding ~~discussed~~under ~~above,~~ the ~~Second~~Revolving ~~Amendment~~Credit ~~provides that compliance with the maximum consolidated secured debt ratio covenant is waived under certain conditions and our new EBITDA covenant is in effect~~Facility.

AsOn ~~of December~~November 3125, ~~2010~~2009, we entered into an Incremental Facility Supplement Agreement. Pursuant to the terms of the agreement, we were inprovided ~~full~~$200.0 ~~compliance~~million ~~with~~of ~~all~~new ~~covenants~~term ~~contained~~loans (the “Incremental Secured Term Loans”) under the incremental facilities provisions of the Credit Agreement. We paid a fee to the lenders on closing, in ~~our~~the ~~debt~~form ~~agreements~~of an Original Issue Discount, equal to 6.0% of the agreement principal amount of the Incremental Secured Term Loans.

~~Industrial~~The ~~Revenue~~Incremental ~~Bonds. One~~Secured ofTerm ~~our~~Loans ~~subsidiaries~~have ~~uses~~a ~~Industrial~~final ~~Revenue~~maturity ~~Bonds~~date ~~(“IRBs”)~~of ~~issued~~March 26, by2014 ~~Sedgwick~~(the ~~County,~~same as the ~~Kansas~~existing toSenior ~~finance~~Secured Term Loans under the ~~purchase~~Credit Agreement) and~~/or~~ ~~development~~will ofamortize ~~certain~~in ~~real~~quarterly ~~and~~principal ~~personal~~installments ~~property.~~totaling ~~Tax~~1% ~~benefits~~annually ~~associated~~beginning with the ~~IRBs~~quarter ~~include~~ended aDecember 31, ~~provision~~2009. ~~for~~The ainterest ~~10-year~~rates adapplicable ~~valorem~~to ~~property~~the ~~tax~~Incremental Secured ~~abatement~~Term ~~and~~Loans ~~retail~~are ~~sales~~equal ~~tax~~to ~~exemption~~either ona ~~the~~base ~~property financed~~rate ~~with~~or ~~the~~an ~~proceeds~~adjusted ofEurocurrency ~~the~~bank ~~IRBs.~~deposit ~~Sedgwick~~rate ~~County~~plus, ~~holds~~in ~~legal~~each ~~title~~case, toan ~~the~~applicable ~~bond~~margin. ~~financed~~For ~~assets~~base ~~and~~rate ~~leases~~loans, ~~them to~~ the ~~Company~~applicable ~~subject~~margin tois an7.5% ~~option~~and ~~to purchase~~ for aEurocurrency ~~nominal consideration~~loans, ~~which~~ the ~~Company~~applicable ~~may~~margin ~~exercise~~is at8.5%. The ~~any~~base ~~time.~~rate Wehas ~~record the~~a ~~property~~floor onof ~~our~~3.0% ~~consolidated~~and ~~statement~~the ofEurocurrency ~~financial~~bank ~~position,~~deposit ~~along~~rate ~~with~~has a ~~capital~~floor ~~lease~~of ~~obligation~~2.0%. toVoluntary ~~repay~~prepayments of the ~~proceeds~~Incremental ofSecured ~~the~~Term ~~IRBs.~~Loans ~~Moreover~~are permitted, asin ~~holder~~whole ofor ~~the~~in ~~bonds~~part, weat ~~have~~ the ~~right~~U.S. toBorrower’s ~~offset~~option, ~~the~~without ~~amounts~~premium ~~due~~or penalty. byVoluntary ~~our~~prepayments ~~subsidiary~~of ~~with~~ the ~~amounts~~ ~~due~~Incremental toSecured ~~us; accordingly,~~Term noLoans ~~net~~will ~~debt~~be ~~associated~~applied ~~with~~to ~~the~~remaining ~~IRBs~~scheduled isamortization ~~reflected~~installments in ~~our~~an ~~consolidated~~order ~~statement~~to ofbe ~~financial~~determined ~~position.~~at ~~Upon~~our ~~maturity~~option. orThe ~~redemption~~terms of the ~~bonds,~~Incremental ~~title~~Secured toTerm ~~the~~Loans ~~leased~~are ~~property~~otherwise ~~reverts~~governed by and subject to ~~our~~the ~~subsidiary~~Credit Agreement. ~~At December 31,~~After ~~2010~~fees and ~~2009,~~the weoriginal ~~held~~issue ~~IRBs~~discount, ~~with~~net anproceeds ~~aggregate~~to ~~principal~~us ~~amount~~were of $~~286~~180.84 million ~~and~~with ~~$331.5~~the ~~million,~~proceeds ~~respectively~~to be used for general corporate purposes.

~~Contractual~~On ~~Obligations~~March 27, 2012, we entered into the Third Amendment and borrowed the Senior Tranche Advance to fund our ongoing operations. Pursuant to the terms of the Third Amendment, we borrowed the full amount of the Senior Tranche Advance on March 27, 2012. The Senior Tranche Advance matures on June 29, 2012 and interest on such amount is payable, at our election, at the Credit Agreement’s base rate plus 11.00% or the Eurocurrency rate plus 12.00% (with the Eurocurrency rate subject to a 2.00% floor).

~~The~~A ~~following~~portion ~~table~~of ~~summarizes~~the ~~known~~Senior ~~contractual~~Tranche ~~obligations~~Advance asequal ofto ~~December 31,~~$16.0 ~~2010,~~million aswill ~~well~~be asmade anavailable ~~estimate~~to us solely to cash collateralize letters of ~~when~~credit ~~these obligations~~we ~~are~~may ~~expected~~request be issued during the period prior to bethe ~~satisfied:~~maturity date of the Senior Tranche Advance.

(In millions)	Total		2011		2012		2013		2014		2015		Thereafter
Long-term debt obligations	$	2,079.3	$	15.0	$	15.0	$	15.0	$	1,403.7	$	485.5	$	145.1
Interest on long-term debt		427.6		106.1		105.6		105.6		67.9		24.7		17.7
Operating lease obligations		54.0		5.1		4.0		3.5		3.3		2.9		35.2
Purchase obligations		894.3		732.1		126.6		17.7		14.3		3.6		—
Total	$	3,455.2	$	858.3	$	251.2	$	141.8	$	1,489.2	$	516.7	$	198.0

The Senior Tranche Advance is secured by the assets of the Loan Parties (as defined in the Credit Agreement) and certain of our affiliates in accordance with the terms of, and subject to the priorities set forth in, the U.S. Pledge and Security Agreement and the Senior Aircraft Security Agreement. We agreed to cause certain additional subsidiaries to become obligated under the Credit Agreement and grant security interests in their assets to secure their obligations owed under the Credit Agreement.

~~The~~As ~~table~~part ~~above~~of ~~excludes~~the ~~$0.9~~Agreement, ~~million~~we ofagreed ~~tax~~to ~~liabilities~~operate ~~for~~in ~~uncertain~~compliance ~~tax~~with ~~positions~~a ~~for~~net ~~which~~cash weflow ~~cannot reasonably~~budget ~~estimate~~subject ~~the~~to ~~timing~~variances, oftested ~~payment~~periodically.

~~Long-term~~Debt ~~debt~~Covenants: obligations include scheduled principal repayments for our outstanding notes and senior secured term loan, including the current portion. See Note 13 to our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information.

~~Interest~~The onindentures ~~long-term~~governing ~~debt~~the isNotes ~~estimated~~and ~~using~~ the ~~interest~~Credit Agreement ~~rate~~governing inour ~~effect~~Senior atSecured ~~December 31,~~Credit ~~2010 for~~Facilities ~~variable~~include ~~rate~~usual ~~debt.~~and ~~Calculations~~customary ofcovenants ~~interest~~ for ~~the PIK-election~~ notes ~~assume~~and ~~payment~~credits of ~~interest~~this ~~in cash~~type. ~~The~~These ~~calculation~~covenants ~~includes~~include, ~~the~~but ~~effect~~are ofnot ~~our~~limited ~~interest~~to, ~~rate~~limiting ~~swap~~debt, ~~agreement~~investments, ~~which~~dividends, istransactions ~~discussed~~with ~~more fully in Note 11 to our Consolidated~~affiliates, ~~Financial~~liens, ~~Statements~~mergers, inasset ~~Item 8~~sales, ~~“Financial Statements~~ and ~~Supplementary~~material ~~Data”~~changes ofin ~~this~~our ~~Annual~~business ~~Report~~or onour ~~Form 10-K~~subsidiaries.

~~Operating~~Our ~~lease~~excess ~~obligations~~cash ~~include~~flow, ~~leases~~as ~~for~~defined ~~equipment,~~under the ~~office~~Credit ~~buildings~~Agreement, and ~~other~~our ~~facilities~~year-end ~~under~~consolidated ~~leases~~secured ~~that~~debt ~~include~~ratio ~~standard~~determines ~~escalation~~the ~~clauses~~annual ~~for~~amount ~~adjusting~~of ~~rent~~mandatory ~~payments~~term toloan ~~reflect~~prepayment ~~changes~~due ~~in price~~under ~~indices~~our Credit Agreement, asif ~~well~~any. asThe ~~renewal~~consolidated ~~options.~~secured ~~Our~~debt ~~commitments~~ratio ~~under~~is ~~these~~the ~~operating~~ratio ~~leases,~~of inour consolidated secured debt less cash on hand at the ~~form~~end of ~~non~~each period divided by a rolling 12-~~cancelable~~month ~~future~~calculation ~~lease~~of ~~payments~~our debt covenant defined EBITDA (“DC EBITDA”). DC EBITDA is calculated based on our net income adjusted for (i) interest, ~~are~~taxes, depreciation ~~not~~and ~~reflected~~amortization expense; (ii) nonrecurring transition costs as a ~~liability~~result of the Acquisition; (iii) nonrecurring inventory step-up costs and other nonrecurring purchase accounting impacts; (iv) noncash compensation expense; (v) project start up, ramp up and launch costs including the development of new aircraft; (vi) management fees paid to our principal external shareholders; (vii) minority interest adjustments; and (viii) miscellaneous other adjustments. Based on our ~~statement~~2010 ofexcess ~~financial~~cash ~~position~~flow and the consolidated secured debt ratio, as defined under the Credit Agreement, we were required to make a mandatory term loan principal prepayment. ~~See~~We ~~Note~~paid 19$44.5 million of principal in March 2011 that we elected to apply against our ~~Consolidated Financial~~principal ~~Statements~~repayment schedules. This election eliminates required principal payments set forth in ~~Item 8,~~our ~~“Financial~~repayment ~~Statements~~schedules ~~and~~until ~~Supplementary~~near ~~Data”~~maturity of ~~this~~these ~~Annual~~debt ~~Report~~instruments. onAs ~~Form~~discussed ~~10-K~~above, ~~for~~the ~~additional~~Second Amendment ~~information~~provides that compliance with the maximum consolidated secured debt ratio covenant is waived under certain conditions and our new EBITDA covenant is in effect.

~~Purchase~~As ~~obligations~~of ~~in the table above represent agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms~~December 31, ~~including fixed or minimum quantities to be purchased; fixed~~2011, ~~minimum~~we orwere ~~variable~~not ~~price~~in ~~provisions;~~compliance ~~and the approximate timing of the purchase. We enter into contracts~~ with ~~some customers, primarily~~ the ~~U.S.~~covenants ~~Government,~~contained ~~which entitle us to full recourse for costs incurred, including purchase obligations,~~ in the ~~event~~debt ~~the~~agreement. ~~contract~~As isdiscussed

~~terminated~~above, bywe ~~the~~entered ~~customer~~into ~~for~~a ~~convenience.~~forbearance ~~These~~agreement ~~purchase~~with ~~obligations~~our ~~are~~lenders ~~included~~in ~~above~~which ~~notwithstanding~~they ~~the~~agreed ~~amount~~to ~~for~~delay ~~which~~all wepotential ~~are~~remedies, ~~entitled~~including the ability to ~~full~~call ~~recourse~~the ~~from~~debt ~~our~~on ~~customers~~demand, available to them until June 29, 2012.

Industrial Revenue Bonds:

One of our subsidiaries uses Industrial Revenue Bonds (“IRBs”) issued by Sedgwick County, Kansas to finance the purchase and/or development of certain real and personal property. Tax benefits associated with the IRBs include a provision for a 10-year ad valorem property tax abatement and retail sales tax exemption on the property financed with the proceeds of the IRBs. Sedgwick County holds legal title to the bond financed assets and leases them to us subject to an option to purchase for a nominal consideration, which we may exercise at any time.

At the time of the acquisition, Raytheon held IRBs with an aggregate principal amount of $454.2 million. Raytheon assigned its IRBs to us as part of the Acquisition, and, therefore, we are the bondholder as well as the borrower/lessee of the property purchased with IRBs proceeds. We record the property on our Consolidated Statements of Financial Position, along with a capital lease obligation to repay the proceeds of the IRBs. Moreover, as holder of the bonds, we have the right to offset the amounts due by our subsidiary with the amounts due to us; accordingly, no net debt associated with the IRBs is reflected in our Consolidated Statements of Financial Position. Upon maturity or redemption of the bonds, title to the leased property reverts to our subsidiary. At December 31, 2011 and 2010, we held IRBs with an aggregate principal amount of $230.6 million and $286.8 million.

Contractual Obligations

The following table summarizes known contractual obligations as of December 31, 2011, and estimates of when these obligations are expected to be satisfied:


*(In millions)*	Total		2012		2013		2014		2015		2016		Thereafter
Long-term debt obligations	$	2,034.9	$	2,034.9	$	—	$	—	$	—	$	—	$	—
Interest on long-term debt		108.8		108.8		—		—		—		—		—
Operating lease obligations		79.4		6.7		6.1		5.9		5.5		5.0		50.2
Purchase obligations		1,329.0		1,058.4		202.9		21.2		21.7		4.1		20.7

Total	$	3,552.1	$	3,208.8	$	209.0	$	27.1	$	27.2	$	9.1	$	70.9

The table above excludes $0.6 million of tax liabilities for uncertain tax positions for which we cannot reasonably estimate the timing of payment. The table above further excludes required pension and other postretirement contributions. We are required to make pension and other postretirement contributions of $46.1 million in 2012. Amounts beyond 2012 for required pension and other postretirement contributions depend upon actuarial assumptions, actual plan asset performance and other factors described under pension costs in Critical Accounting Estimates. However, based solely on our current assumptions, we anticipate our funding requirements to be approximately $82.0 and $68.0 million in 2013 and 2014 and remaining relatively stable thereafter.

All outstanding debt was presented as being due during 2012 in the table above. This presentation is consistent with our classification of all outstanding debt as short-term liabilities due to our violation of our debt covenants on our outstanding borrowings as of December 31, 2011. If the debt remains outstanding, interest payments of $108.6 million, $68.7 million, $24.7 million, $14.1 million would be due in 2013-2016, respectively and $3.5 million of interest payments would be due thereafter.

Purchase obligations in the table above represent agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the purchase. We enter into contracts with some customers, primarily the U.S. government, which entitle us to full recourse for costs incurred, including purchase obligations, in the event the contract is terminated by the customer for convenience. These purchase obligations are included above notwithstanding the amount for which we are entitled to full recourse from our customers.

Off-Balance Sheet Arrangements

We use customary off-balance sheet arrangements, such as operating leases and letters of credit, in the normal course of our business. We may, from time to time, instruct banks to issue letters of credit on our behalf to support cash deposits and to guarantee the performance of our contractual obligations. None of these arrangements has or is likely to have a material effect on our financial position or results of operations. See Note 19 to our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information about off-balance sheet arrangements.

our financial position or results of operations. See Note 19 to our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information about off-balance sheet arrangements.

Inflation

Since the primary elements of our operating costs are purchased components and raw materials, annual escalation in commodity and materials pricing could have a significant impact on our product cost. We have long-term agreements with many of our major suppliers to minimize potential price volatility. In some cases, our supply arrangements contain inflationary adjustment provisions based on accepted industry indices, and we typically include an inflation component in estimating our supply costs.

Critical Accounting Estimates ~~Policies~~

The preparation of our financial statements in accordance with ~~accounting~~U.S. ~~principles~~GAAP ~~generally accepted in the United States of America~~ requires us to make estimates, judgments and assumptions that affect our financial position and results of operations that are reported in the accompanying consolidated financial statements as well as the related disclosure of assets and liabilities contingent upon future events.

Understanding the critical estimates used in implementing our accounting policies discussed below and the related risks is are important in evaluating our financial position and results of operations. We believe the following accounting ~~policies~~estimates used in the preparation of the consolidated financial statements are critical to our financial position and results of operations as they involve the significant use ~~of estimates and~~ judgment on matters that are inherently uncertain. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. If actual results differ significantly from management’s estimates, there could be a material effect on our financial position, results of operations and cash flows.

Revenue Recognition

For the majority of our aircraft sales, werevenue is ~~use~~recognized ~~the~~when ~~units-of-delivery~~title ~~method~~ to ~~measure~~an ~~progress~~airworthy ~~towards completion~~aircraft is transferred to the customer. Actual sales and cost values for the unit being delivered are used as the basis for recording revenue and its associated margin. ~~Under this method, revenue is recognized when title to an airworthy aircraft is transferred to the customer.~~

ToWe use a ~~lesser~~percentage ~~extent,~~of wecompletion ~~use the cost-to-cost~~ method to measure progress towards completion. ~~The~~for ~~use of the cost-to-cost method is limited to~~ longer term contracts with substantial contract-specific development or engineering cost. ~~For~~The these contracts, management believes the cost-to-cost method provides a better measure of progress towards completion than the units-of-delivery method. Under this method, incurred cost and estimated margin are recorded as revenue based on the ratio of costs incurred-to-date compared to total estimated costs at the completion of the contract. ~~Accordingly,~~are ~~management~~used to derive the estimated revenues to record. Management must apply judgment to determine the estimated contract revenue and costs at completion. Total contract revenue estimates are based on negotiated contract prices and quantities. Estimated amounts for contract changes and claims are included in contract sales only when realization is estimated to be probable. Total contract cost projections require management to make numerous assumptions and estimates relating to items such as the complexity of design, availability and cost of materials, labor productivity and cost, overhead and capital costs and operational efficiency. Contract estimates are reviewed periodically to determine whether revisions to contract values or estimated costs at completion are necessary. The effects of changes in estimates resulting from any such revisions are reflected in the period the estimates are revised using a cumulative catch-up adjustment. Claims are included in revenue estimates only when it is probable that a reliably estimated increase in contract value will be realized. To the extent estimated total costs on a contract exceed the total estimate of revenue to be earned from the contract, the full value of the estimated loss is recorded in the period the loss is identified.

We recognize revenue on aircraft parts and services as the part is shipped or as the service is rendered.

Income Taxes

Deferred income tax assets and liabilities are recognized for future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to reduce deferred income tax assets to an amount that, in the opinion of management, will more likely than not be realized. During the fourth quarter of 2008, ~~HBAC~~we recorded a valuation allowance against net deferred tax assets ~~at December 31, 2008 in the amount of $296~~.9 ~~million.~~ This decision was based on our cumulative pre-tax losses and the need to generate significant amounts of taxable income in future ~~periods~~ periods in order to utilize existing deferred tax assets. The valuation allowance was $~~379~~511.72 million at December 31, ~~2009~~2010. Our valuation allowance increased $~~131~~294.5 million during the twelve months ending December 31, ~~2010~~2011 to $~~511~~805.27 million. The increase in valuation allowance was a result of an increase in our U.S. deferred tax assets, primarily related to U.S. federal and state net operating losses.

~~HBAC~~We ~~records~~record an income tax expense or benefit based on the net income earned or net loss incurred in each tax jurisdiction and the tax rate applicable to that income or loss. In the ordinary course of business, there are transactions for which the ultimate tax outcome is uncertain. These uncertainties are accounted for in accordance with applicable literature. The final tax outcome of these matters may be different than the estimates originally made by management in determining the income tax provision. A change to these estimates could impact the effective tax rate and, subsequently, net income or net loss. The effect of changes in tax rates is recognized during the period in which the rate change occurs.

outcome is uncertain. These uncertainties are accounted for in accordance with applicable literature. The final tax outcome of these matters may be different than the estimates originally made by management in determining the income tax provision. A change to these estimates could impact the effective tax rate and, subsequently, net income or net loss. The effect of changes in tax rates is recognized during the period in which the rate change occurs.

HBAC is included in the U.S. consolidated federal income tax return of HBI. Under the terms of an informal tax sharing agreement between HBAC and HBI, the amount of the cumulative tax liability of each member shall not exceed the total tax liability as computed on a separate return basis. Refer to Note 13 for additional information about our income taxes.

Pension Benefits

We have defined benefit pension and retirement plans covering the majority of our non-union employees hired prior to January 1, 2007 in addition to all of our union employees. Accounting standards require the cost of providing these pension plans be measured on an actuarial basis. These accounting standards will generally reduce, but not eliminate, the volatility of the reported pension obligation and related pension expense as actuarial gains and losses resulting from both normal year-to-year changes in valuation assumptions and the differences from actual experience are deferred and amortized. The application of these accounting standards requires management to make numerous assumptions and judgments that can significantly affect these measurements. Critical assumptions made by management in performing these actuarial valuations include the selection of discount rates and expectations on the future rate of return on pension plan assets.

The following table summarizes the net periodic benefit cost assumptions for our defined benefit pension plans ~~were as follows~~:

	Pension Benefits
	Year Ended December 31,
	YearEndedDecember 31,2010			YearEndedDecember 31,2009			YearEndedDecember 31,2008
	2011			2010			2009
Discount rate		65.0040	%		6.2500	%		6.5025	%
Expected rate of return on plan assets		8.00	%		8.00	%		8.00	%
Rate of compensation increase		3.50	%		3.50	%		4.50	%

Discount rates are used to determine the present value of our pension obligations and also affect the amount of pension expense recorded in any given period. We estimate this discount rate based on the rates of return of high quality, fixed-income investments with maturity dates that reflect the expected time horizon over which benefits will be paid. Changes in the discount rate could have a material effect on our reported pension obligations and related pension expense.

The expected rate of return on plan assets is our estimate of the long-term earnings rate on our pension plan assets and is based upon both historical long-term actual and expected future investment returns considering the current investment mix of plan assets, which is shown in the table below. Differences between the actual and expected rate of return on plan assets can impact our expense for pension benefits.

38The following table summarizes our actual and target investment asset allocations:


	As of December 31,						Target
	2011			2010			Allocation
Equity securities		48.4	%		50.7	%		50.0	%
Debt securities		42.6	%		40.4	%		40.0	%
Other		9.0	%		8.9	%		10.0	%

		100.0	%		100.0	%		100.0	%

Our investment asset allocations were as follows:

	December 31,2010			December 31,2009
Equity securities		50.7	%		54.1	%
Debt securities		40.4	%		38.0	%
Other		8.9	%		7.9	%
		100.0	%		100.0	%

Other variables that can impact the pension funded status and expense include demographic experience, such as the rates of salary increase, retirement, turnover and mortality. Assumptions for these variables are set based on actual and projected plan experience.

Based on our assumptions, we expect 2011 pension expense to be approximately $52.7 million. Holding all other factors constant, the estimated impact on 2011 pension expense caused by hypothetical changes to key assumptions is as follows:

	Change in Assumption
2011 Assumptions	25 Basis Point Increase	25 Basis Point Decrease
Discount Rate	$3.9 pension expense decrease	$3.9 pension expense increase
Expected rate of return on plan assets	$1.8 pension expense decrease	$1.8 pension expense increase

In addition, at December 31, 2010 we had $257.7 million of deferred losses resulting primarily from differences between actual and assumed asset returns, changes in discount rates and differences between actual and assumed demographic experience. To the extent we continue to have fluctuations in these items, we will experience increases or decreases in our funded status and related accrued retiree benefit obligation.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the net assets of acquired businesses. Intangible assets are recorded at cost or, when acquired as part of a business combination, at estimated fair value. Intangible assets with definite lives consist of certain trade names and trademarks, order backlog, customer relationships, technological knowledge and computer software and are amortized on a straight-line basis over their estimated useful life. The weighted average amortization periods assigned to definite-lived intangible assets are: 3 years for order backlog, 8 years for computer software, 10 years for trademarks and trade names with definite lives, 15 years for technological knowledge and 17 years for customer relationships. Intangible assets with indefinite lives include certain trademarks and trade names and are not amortized.

Goodwill and intangible assets with indefinite lives are not amortized but are instead reviewed for impairment on an annual basis during the fourth quarter or upon the occurrence of events that may indicate possible impairment. HBAC conducts its review for impairment on an operating segment basis.

The assumptions, inputs and judgments used in performing the valuation analysis are inherently subjective and reflect estimates based on known facts and circumstances at the time the Company performs the valuation. These estimates and assumptions primarily include, but are not limited to, the discount rate; terminal growth rate; earnings before interest, taxes, depreciation and amortization (“EBITDA”) and capital expenditures forecasts. The use of different assumptions, inputs and judgments, or changes in circumstances, could materially affect the results of the valuation. Due to the inherent uncertainty involved in making these estimates, actual results could differ from our estimates. The following is a description of the primary valuation methodologies used to derive the fair value of the reporting segments:

• Income Approach: To determine fair value, the Company discounted the expected cash flows of the reporting units. In estimating future cash flows, the Company relied on internally generated five-year forecasts for sales and operating profits, including capital expenditures, and generally a three percent long-term assumed annual growth rate of cash flows for periods after the five-year forecast. Discount rates were determined by weighting the required returns on interest-bearing debt and paid-in capital in proportion to their estimated percentages in an expected industry capital structure. Based on our analysis, the discount rates estimated for the segments carrying goodwill were 10% for Trainer/Attack Aircraft and 13% for Customer Support.

~~September~~Based ~~2010,~~on ~~and~~our ~~for the 2011 projected year. In determining the concluded range of trailing and forward multiples~~assumptions, ~~the~~we ~~Company~~expect ~~compared~~2012 ~~the~~pension ~~historical~~expense ~~and expected performance of the comparable companies~~ to ~~those~~be ofapproximately ~~the reporting units~~$45.3 million. The ~~selected~~following ~~range~~table ofsummarizes ~~multiples were then multiplied by~~ the ~~LTM~~estimated ~~and~~sensitivity ~~projected 2011 EBITDA~~ of ~~these~~2012 ~~reporting~~pension ~~units~~expense to ~~determine~~changes ~~fair~~in ~~value.~~key assumptions:

• Market Transaction Approach: The Company assessed EBITDA multiples realized in actual purchase transactions of comparable companies. After the Company adjusted these multiples to account for the current economic climate, versus the period during which the transactions occurred, they were applied to the LTM EBITDA of the reporting units to determine fair value.


	Change in Assumption
Assumptions:	25 Basis Point Increase	25 Basis Point Decrease
Discount Rate	$4.3 pension expense decrease	$4.4 pension expense increase
Expected rate of return on plan assets	$1.9 pension expense decrease	$1.9 pension expense increase

At December 31, 2011 we had $389.6 million of deferred losses resulting primarily from differences between actual and assumed asset returns, changes in discount rates and differences between actual and assumed demographic experience. To the extent we continue to have fluctuations in these items, we will experience increases or decreases in our funded status and related accrued retiree benefit obligation.

Goodwill and Intangible Assets


	Estimated
	Useful Life
Technological knowledge		15 years
Customer relationships		17 years
Computer software		8 years
Order backlog		3 years
Trademarks and tradenames - definite lives		10 years

Goodwill and intangible assets with indefinite lives, which includes certain trademarks and trade names, are not amortized but are instead reviewed for impairment on an annual basis during the fourth quarter or upon the occurrence of events that may indicate possible impairment. We conduct our review for impairment on a reporting unit basis.

The assumptions, inputs and judgments used in performing the valuation analysis are inherently subjective and reflect estimates based on known facts and circumstances at the time we perform the valuation. These estimates and assumptions primarily include, but are not limited to, the discount rate; terminal growth rate; EBITDA and capital expenditures forecasts. The use of different assumptions, inputs and judgments, or changes in circumstances, could materially affect the results of the valuation. Due to the inherent uncertainty involved in making these estimates, actual results could differ from our estimates. The following is a description of the primary valuation methodologies used to derive the fair value of the reporting units:

•

Income Approach: We determine fair value by discounting the expected cash flows of the reporting units. We rely upon internally generated five-year forecasts for sales and operating profits, including capital expenditures, when estimating future cash flows, and an assumed long-term annual growth rate of cash flows for periods after the five-year forecast for both the Trainer/Attack and Customer Support segments. Discount rates are determined by weighting the required returns on interest-bearing debt and paid-in capital in proportion to their estimated percentages in an expected industry capital structure.

•

Market-Comparable Approach: We make use of market price data of stocks of companies engaged in the same or similar line of businesses as that of the reporting unit. Specifically, we calculated multiples of total enterprise value to EBITDA for comparable companies using data for the latest twelve months (“LTM”) ended September 2011, and for the 2012 projected year. In determining the concluded range of trailing and forward multiples, we compared the historical and expected performance of the comparable companies to those of the reporting units. The selected range of multiples were then multiplied by the LTM and projected 2012 EBITDA of these reporting units to determine fair value.

•

Market Transaction Approach: We assessed EBITDA multiples realized in actual purchase transactions of comparable companies. After we adjusted these multiples to account for the current economic climate, versus the period during

which the transactions occurred, they were applied to the LTM EBITDA of the reporting units to determine fair value.

Equal weightings were assigned to the aforementioned model results to arrive at a final fair value estimate of the reporting unit.

The necessity for, and the amount of, any goodwill impairment is determined using a two-step process. The first step is to identify if a potential impairment is indicated by comparing the fair value of athe ~~segment~~reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the goodwill of the ~~segment~~reporting unit is ~~not~~ not considered to be impaired and the second step of the impairment test is not necessary. However, if the carrying amount of a ~~segment~~reporting unit exceeds its fair value, the second step is performed for that reporting unit to determine if goodwill is impaired and to measure the amount of impairment loss that should be recognized, if any.

The second step, if necessary, compares the implied fair value of athe ~~segment~~reporting unit’s goodwill with the carrying amount of that reporting unit’s goodwill. The process of determining such implied fair value of goodwill involves allocating the reporting unit’s fair value as determined in step one to all of the reporting unit’s assets and liabilities. If the implied fair value of goodwill exceeds the carrying amount, then goodwill is not considered impaired. However, if the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess.

Impairments of indefinite-lived intangible assets are recognized when events or changes in circumstances indicate that the carrying amount of the asset, or related groups of assets, may not be recoverable, and our estimate of discounted cash flows over the assets’ remaining useful lives is less than the carrying value of the assets. The fair value of these intangibles is measured using the relief-from-royalty method. This method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate based on an analysis of empirical, market-derived royalty rates for comparable companies and an analysis of the profitability of the underlying businesses utilizing the name and related marks. The market-derived royalty rate is then applied to estimate the royalty savings. The net after-tax royalty savings are discounted using the weighted average cost of capital of our Business and General Aviation segment. Any excess carrying value over the fair value represents the amount of impairment.

~~See~~There ~~additional disclosure~~were ofno ~~these~~impairments ~~analyses~~recognized on our indefinite-lived assets in ~~Note~~the 9current toyear as the ~~Company’s~~fair ~~Consolidated~~value ~~Financial~~exceeded ~~Statements~~the ~~including~~carrying value. The fair value of the ~~impairment~~tradenames ~~charges~~exceeded ~~recorded~~the ~~during~~carrying value by approximately $75 million or 22% in the ~~year~~aggregate. ~~ended~~This ~~December 31,~~includes ~~2010~~the Hawker tradename which had a fair value that exceeded the carrying value by approximately $9 million or 5%.

~~Impairment~~See additional disclosure of ~~Definite-Lived~~these ~~Assets~~analyses in Note 6 to our Consolidated Financial Statements including the impairment charges recorded during the years ended December 31, 2011, 2010 and 2009.

~~Management~~Impairment ~~determines whether definite-lived assets are to be held-for-use or held-for-disposal. Upon indication~~ of ~~possible impairment, management evaluates the recoverability of held~~Long-~~for-use definite-~~lived ~~assets~~Assets by measuring the carrying amount of the assets against the related estimated undiscounted future cash flows. When an evaluation indicates that the future undiscounted cash flows are not sufficient to recover the carrying value of the asset, the asset is written down to its estimated fair value. In order for definite-lived assets to be considered held-for-disposal, management must have committed to a plan to dispose of the assets. Once deemed held-for-disposal, the assets are stated at the lower of carrying amount or net realizable value.

WeManagement ~~will~~determines ~~continue~~whether long-lived assets are to ~~perform~~be ~~our~~held-for-use ~~annual~~or held-for-disposal. Upon indication of possible impairment, management ~~testing~~evaluates ~~during~~the recoverability of held-for-use long-lived assets by measuring the ~~fourth~~carrying ~~quarter~~amount ~~each~~of ~~year~~the ~~absent~~assets ~~any~~against ~~impairment~~the ~~indicators~~related orestimated ~~other changes~~undiscounted future cash flows. When an evaluation indicates that ~~may~~the ~~necessitate~~future ~~more~~undiscounted ~~frequent~~cash flows ~~impairment~~are ~~analysis~~not sufficient to recover the carrying value of the asset, the asset is written down to its estimated fair value. In order for long-lived assets to be considered held-for-disposal, management must have committed to a plan to dispose of the assets. Once deemed held-for-disposal, the assets are stated at the lower of carrying amount or net realizable value.

See additional disclosure of these analyses in ~~Note~~Notes 95 and 6 to ~~the Company’s~~our Consolidated Financial Statements including the impairment charges recorded during the years ended December 31, 2011, 2010 and 2009.

Product Warranty

Warranty provisions related to commercial aircraft and parts sales are determined based upon an estimate of costs that may be incurred for warranty services over the period of coverage from one to five years with limited additional coverage up to 10 years on the Hawker 4000. ~~The~~We ~~Company~~estimate ~~estimates its~~our warranty costs based on historical warranty claim experience. The warranty accrual is reviewed quarterly to verify that it appropriately reflects the estimated remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience causes management to revise its estimates. The effects of changes in estimates are reflected in the period the estimates are revised. Warranty provisions related to aircraft deliveries on contracts accounted for using a percentage-of-completion method to measure progress towards completion are recorded as contract costs as the work is performed. The estimation of these costs is an integral part of the revenue recognition process for these contracts.

4041

~~anticipated~~Warranty ~~expenditures~~provisions ~~over~~related ~~the~~to ~~balance~~aircraft deliveries on contracts accounted for using a percentage-of-completion ~~the~~method ~~obligation~~to ~~period.~~measure ~~Adjustments~~progress ~~are~~towards ~~made~~completion ~~when~~are ~~actual~~recorded ~~warranty~~as ~~claim~~contract ~~experience~~costs ~~causes~~as ~~management~~the towarranty ~~revise~~work ~~its~~is ~~estimates~~performed. The ~~effects~~estimation of ~~changes~~these ~~in estimates~~costs ~~are~~is ~~reflected~~an inintegral ~~the~~part ~~period~~of the ~~estimates~~revenue ~~are~~recognition ~~revised.~~process for these contracts.

Warranty provisions related to aircraft deliveries on contracts accounted for using the cost-to-cost method to measure progress towards completion are recorded as contract costs as the work is performed. The estimation of these costs is an integral part of the revenue recognition process for these contracts.

Should future warranty experience differ materially from our historical experience, we may be required to record additional warranty liabilities, which could have a material adverse effect on our results of operations and cash flows in the period in which these additional liabilities are required.

Fair Value

We ~~are~~estimate ~~required~~the tofair ~~record~~value ~~certain~~of ~~financial~~our ~~instruments~~derivatives using an income valuation approach. The fair value of our foreign currency forward contracts is calculated as the present value of the forward rate less the atcontract rate multiplied by the notional amount. The fair value of interest rate swaps is derived from a discounted cash flow analysis based on ~~our~~the ~~statement~~terms of ~~financial~~the contract and the interest rate yield curve. Our fair value measurements also incorporate credit risk. For derivatives in a liability position, we incorporate our own credit risk, and, for derivatives in an asset position, we incorporate our counterparty’s credit risk. InTo ~~addition~~measure credit risk, we ~~may~~modify ~~elect~~our discount rate to ~~record~~include the ~~certain~~applicable ~~financial~~credit ~~instruments~~spread, atwhich ~~fair~~is ~~value~~calculated byas ~~utilizing~~the difference between the ~~“fair~~relevant ~~value~~entity’s ~~option”~~yield ascurve ~~permitted~~(or ~~under~~average ~~authoritative~~yield ~~literature.~~curve ~~However~~for similarly rated companies, asif ofthe specific entity’s yield curve is not available) and LIBOR, for the ~~December 31~~derivative. Significant inputs to these valuation models include forward rates, ~~2010~~interest rates and yield curves, wewhich ~~have~~are ~~not~~obtained ~~elected~~from third-party pricing services. These inputs are derived principally from or corroborated by other observable market data and are therefore considered to be Level 2 inputs. We test the ~~fair~~validity ~~value~~of ~~option~~our ~~for~~valuations ~~any~~by ~~eligible~~comparing ~~financial~~them ~~instruments~~to the valuations we receive from our counterparties.

As discussed in Note 6 to our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, we adopted guidance related to fair values effective January 1, 2008. This guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories:

Level 1 Inputs – Quoted prices for identical assets and liabilities in active markets.

Level 2 Inputs – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; observable inputs other than quoted prices; and inputs that are derived principally from or corroborated by other observable market data.

Level 3 Inputs – Unobservable inputs reflecting the entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

We maximize the use of our observable inputs and minimize the use of unobservable inputs.

We estimate the fair value of our derivatives using an income valuation approach. The fair value of our foreign currency forward contracts is calculated as the present value of the forward rate less the contract rate multiplied by the notional amount. The fair value of our interest rate swap is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate yield curve. Our fair value measurements also incorporate credit risk. For derivatives in a liability position, we incorporate our own credit risk, and, for derivatives in an asset position, we incorporate our counterparty’s credit risk. To measure credit risk, we modify our discount rate to include the applicable credit spread, which is calculated as the difference between the relevant entity’s yield curve (or average yield curve for similarly rated companies, if the specific entity’s yield curve is not available) and LIBOR, for the derivative. Significant inputs to these valuation models include forward rates, interest rates and yield curves, which are obtained from third-party pricing services. These inputs are derived principally from or corroborated by other observable market data and are therefore considered to be Level 2 inputs. Our valuations do not include any significant Level 3, or unobservable, inputs. We test the validity of our valuations by comparing them to the valuations we receive from our counterparties.

Recent Accounting Pronouncements

In ~~September~~August ~~2009~~2011, the ~~Financial~~FASB ~~Accounting~~approved ~~Standards~~a revised ~~Board~~accounting ~~(“FASB”)~~standard ~~issued an~~ update intended to ~~the~~simplify ~~authoritative~~how ~~guidance~~an ~~for~~entity ~~revenue~~tests ~~recognition~~goodwill ~~related~~for ~~to multiple-deliverable arrangements~~impairment. ~~This update~~The ~~removes~~amendment ~~the~~will ~~objective-and-reliable-evidence-of-fair-value~~allow ~~criterion~~an ~~from~~entity ~~the~~to ~~separation~~first ~~criteria~~assess ~~used~~qualitative factors to determine whether anit ~~arrangement~~is ~~involving~~necessary ~~multiple~~to ~~deliverables~~perform ~~contains~~the ~~more~~two-step ~~than~~quantitative goodwill ~~one~~impairment ~~unit~~test. ofAn ~~accounting,~~entity ~~replaces~~no ~~references~~longer ~~to “fair~~will ~~value”~~be ~~with~~required ~~“selling price”~~ to ~~distinguish~~calculate ~~from~~ the fair value ~~measurements~~of ~~required~~a ~~under~~reporting ~~the~~unit ~~authoritative~~unless ~~guidance~~the ~~for~~entity ~~fair~~determines, ~~value~~based ~~measurements~~on ~~and~~a ~~disclosures~~qualitative assessment, ~~provides~~that ait ~~hierarchy~~is ~~that~~more ~~entities~~likely ~~must~~than ~~use~~not tothat ~~estimate~~its ~~the selling~~fair ~~price,~~value ~~eliminates~~is ~~the~~less ~~use~~than ofits carrying ~~the~~amount. ~~residual~~This ~~method~~accounting ~~for~~standard ~~allocation,~~update ~~and~~will ~~expands~~be ~~the~~effective ~~ongoing~~for ~~disclosure~~us ~~requirements.~~beginning ~~This~~in ~~update~~the isfirst ~~effective~~quarter inof fiscal ~~years~~2012 ~~beginning~~and onearly oradoption ~~after~~is ~~June 15,~~permitted. ~~2010~~We ~~and~~do ~~can~~not bebelieve ~~applied~~that ~~prospectively~~the ~~or retrospectively.~~adoption ~~The~~of ~~Company adopted~~ this ~~policy~~standard ~~during~~will ~~the~~have ~~year~~a ~~ended~~material ~~December 31,~~impact ~~2010~~ on aour financial ~~prospective~~statements ~~basis.~~

41In June 2011, the FASB issued new accounting guidance, which eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. Instead, an entity will be required to present items of net income and other comprehensive income in one continuous statement or in two separate, but consecutive, statements. The standard is effective for fiscal years beginning after December 15, 2011. We will adopt this standard in the first quarter of fiscal 2012. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.

~~Table~~In May 2011, the FASB issued a new accounting standard update, which amends the fair value measurement guidance and includes some enhanced disclosure requirements. The most significant change in disclosures is an expansion of ~~Contents~~the information required for Level 3 measurements based on unobservable inputs. The standard is effective for fiscal years beginning after December 15, 2011. We will adopt this standard in the first quarter of fiscal 2012. We do not believe that the adoption of this standard will have a material impact on our financial statements.

InOther ~~January~~new ~~2010,~~pronouncements ~~the FASB~~ issued ~~new~~but ~~standards~~not ineffective ~~the~~until ~~ASC~~after topic on Fair Value Measurements and Disclosures. These standards require new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. The standards also require disclosure of activitiesDecember 31, ~~including~~2011 purchases, sales, issuances, and settlements within the Level 3 fair value measurements. The standards also clarify existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. The new disclosures regarding Level 1 and 2 fair value measurements and clarification of existing disclosures were effective for the Company beginning with the Company’s Form 10-Q for the first quarter of 2010. The adoption of this standard did not have a material impact on the Company’s financial statements. The disclosures about the rollforward of information in Level 3 are ~~required for the Company with its first interim filing in 2011. The Company does~~ not ~~expect~~expected ~~the adoption of this standard~~ to have a material effect ~~impact~~ on ~~its financial~~our ~~statements~~cash flows.

Other new pronouncements issued but not effective until after December 31, 2010 are not expected to have a material effect on our cash flows.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Exchange Rate Risk

We are subject to foreign currency exchange rate risk on payments made to foreign suppliers in foreign currencies. We may use foreign currency forward contracts ~~(“foreign currency contracts”)~~ to hedge our exposure to foreign currency exchange rate fluctuations for firm commitments and forecasted purchases from foreign suppliers. The objective of these foreign currency forward contracts is to minimize the impact of foreign currency exchange rate movements on the results of our operations and cash flows. All previous foreign currency forward contracts have been executed with creditworthy banks and were denominated in U.K. pound sterling. The duration of foreign currency forward contracts generally has been two years or less. We do not use foreign currency forward contracts for speculative or ~~trading~~ trading purposes. We account for the foreign currency forward contracts as cash flow hedges when they qualify for such treatment. ~~The~~We ~~following~~had ~~table~~no ~~provides information about our~~ foreign currency forward contracts outstanding at December 31, ~~2010:~~ 2011.

~~(Dollars~~For more information about our foreign currency forward contracts, see Note 7 to our Consolidated Financial Statements in ~~millions)~~Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Maturity	NotionalAmount(1)		Weighted-AverageContract Rate		Weighted-AverageMarket Rate		Fair Valueof NetLiability		Impact onFair Valueof 10%Increase InMarket Rate
2011	$	0.3		1.886		1.561	$	—	$	—
	$	0.3					$	—	$	—

(1) Notional amounts are stated in U.S. dollar equivalents at the contract rate.

For more information about our foreign currency contracts, see Note 11 to our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Interest Rate Risk

We have substantial indebtedness, including both fixed and variable rate debt obligations, and are subject to interest rate risk on our variable rate debt obligations, which primarily relate to amounts outstanding under our senior secured credit facilities. Our outstanding debt obligations at December 31, 2010 were as follows:

(Dollars in millions)	AmountOutstanding		Weighted-AverageInterest Rate
Fixed-rate debt(1)	$	1,080.6		7.19	%
Variable-rate debt		1,058.4		2.26	%
Total debt	$	2,139.0

(1) Includes effect of interest rate swaps.

We entered into an interest rate swap agreement in April 2007 to hedge our exposure to changes in interest rates on a portion of our variable rate debt obligations and to attain an appropriate balance between fixed and variable rate debt. This interest rate swap has a notional amount of $150.0 million that matures on December 31, 2011.

WeInterest ~~entered~~Rate ~~into~~Risk ~~an additional interest rate swap agreement in June 2009. The additional swap has a notional amount of $300.0 million and matures on June 30, 2011.~~

~~Our~~We ~~counterparty~~have ~~syndicated~~substantial ~~40%~~indebtedness, ofincluding ~~our~~both ~~April~~fixed ~~2007 swap~~and ~~agreement~~variable byrate ~~entering~~debt ~~into risk participation agreements with a subsidiary of Lehman Brothers Holding~~obligations, ~~Inc. (“Lehman”)~~ and ~~another~~are ~~financial~~subject ~~institution.~~to Oninterest ~~September 15,~~rate ~~2008, Lehman filed for Chapter 11 bankruptcy, which triggered termination of its~~ risk ~~participation~~on ~~agreement with~~ our ~~counterparty.~~variable Asrate ~~agreed~~debt ~~with our counterparty~~obligations, ~~the~~which ~~swap~~primarily ~~was~~relate ~~amended~~ to ~~increase~~amounts outstanding ~~the~~under ~~fixed rate by four basis points to 4.95% to compensate~~ our ~~counterparty~~Senior ~~for~~Secured ~~assuming~~Credit ~~the additional credit risk~~Facilities. ~~For~~The ~~more~~following ~~information~~table ~~about~~summarizes our outstanding debt obligations ~~and~~at ~~interest rate swap, see Notes 13 and 11, respectively, to our Consolidated Financial Statements in Item~~December 831, ~~“Financial~~2011: ~~Statements and Supplementary Data” of this Annual Report on Form 10-K.~~

Assuming the debt levels that existed on December 31, 2010, a hypothetical 100 basis point increase in the interest rate of each of our variable-rate debt obligations would increase our 2011 projected interest expense by $8.7 million.


			Weighted-
	Amount		Average
*(Dollars in millions)*	Outstanding		Interest Rate
Fixed-rate debt	$	630.6		8.97	%
Variable-rate debt		1,703.5		3.75	%

Total debt	$	2,334.1

We entered into an interest rate swap agreement in April 2007 to hedge our exposure to changes in interest rates on a portion of our variable rate debt obligations and to attain an appropriate balance between fixed and variable rate debt. Our counterparty syndicated 40% of our April 2007 swap agreement by entering into risk participation agreements with a subsidiary of Lehman Brothers and another financial institution. On September 15, 2008, Lehman Brothers filed for Chapter 11 bankruptcy, which triggered termination of its risk participation agreement with our counterparty. As agreed with our counterparty, the swap was amended to increase the fixed rate by four basis points to 4.95% to compensate our counterparty for assuming the additional credit risk. This interest rate swap had a notional amount of $150.0 million and it matured on December 30, 2011.

We entered into an additional interest rate swap agreement in June 2009. The additional swap had a notional amount of $300.0 million and it matured on June 30, 2011.

Assuming the debt levels that existed on December 31, 2011, a hypothetical 100 basis point increase in the interest rate of each of our variable-rate debt obligations would increase our 2012 projected interest expense by $17.0 million.

For more information about our outstanding debt obligations and interest rate swap, see Notes 10 and 7, to our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Credit Risk

We are exposed to the risk that third parties that owe us money, securities or other assets will not perform their obligations. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. Generally, our primary credit risk exposure results from our use of derivative financial instruments. As of December 31, ~~2010~~2011, we had no derivative ~~assets.~~financial ~~As of December 31, 2010, our derivative counterparties had S&P credit ratings of A~~instruments.

Item 8.

Financial Statements and Supplementary Data

COMPANY RESPONSIBILITY FOR FINANCIAL STATEMENTS

The financial statements and related information contained in this Annual Report on Form 10-K have been prepared by and are the responsibility of our management. Our financial statements have been prepared in conformity with accounting principles generally accepted in the ~~United~~U.S. ~~States of America~~ and reflect judgments and estimates as to the expected effects of transactions and events currently being reported. Our management is responsible for the integrity and objectivity of the financial statements and other financial information included in this Annual Report on Form 10-K.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, was appointed by our Audit Committee to audit our financial statements, and their report follows.

Hawker Beechcraft Acquisition Company, LLC

Index to Consolidated Financial Statements

	Page
Consolidated Financial Statements of Hawker Beechcraft Acquisition Company, LLC
Report of Independent Registered Public Accounting Firm		45
Consolidated Statements of Financial Position		46
Consolidated Statements of Operations		47
Consolidated Statements of Equity and Comprehensive Loss		48
Consolidated Statements of Cash Flows		49
Notes to Consolidated Financial Statements		50-9193

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Hawker Beechcraft Acquisition Company, LLC

In our opinion, the consolidated financial statements listed in the accompanying index, present fairly, in all material respects, the financial position of Hawker Beechcraft Acquisition Company, LLC (“the Company”) and its subsidiaries at December 31, ~~2010~~2011 and ~~2009~~2010 and the results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2010~~2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring operating losses resulting in a significant net shareholder’s/ ~~PricewaterhouseCoopers~~deficit ~~LLP~~that raises substantial doubt about its ability to continue as a going concern. As further discussed in Note 1, as of the date of this report, the Company is operating under a forbearance agreement with its lenders which defers interest payment obligations and provides relief from loan covenants through June 29, 2012. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

/s/ PricewaterhouseCoopers LLP St. Louis, Missouri April 10, 2012

February 25, 2011

Hawker Beechcraft Acquisition Company, LLC

Consolidated Statements of Financial Position

(In millions)

	December 31,2010			December 31,2009
	As of December 31,
	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	~~422~~248.89		$	~~568~~422.8
Accounts and notes receivable, net		~~118~~115.17			~~126~~121.40
Unbilled revenue		3750.31			3834.84
Inventories		1,~~059~~168.90			1,~~298~~059.9
Current deferred income tax asset, net		4.0			25.1
Prepaid expenses and other current assets		19.7			30.7
Prepaid expenses and other current assets		26.7			19.0
Total current assets		1,602.4			1,668.8
Total current assets		1,668.8			2,077.0
Property, plant and equipment, net		340.2			482.2
Property, plant and equipment, net		482.2			549.8
Goodwill		193.5			259.5
Goodwill		259.5			259.5
Intangible assets, net		609.9			759.1
Intangible assets, net		759.1			809.6
Other assets, net		32.3			42.2
Other assets, net		42.2			51.9
Total assets	$	2,778.3		$	3,211.8
Total assets	$	3,211.8		$	3,747.8
Liabilities and Equity
Current liabilities:
Notes payable, revolver, and current portion of long-term debt	$	742,334.61		$	~~310~~74.26
Advance payments and billings in excess of costs incurred		~~266~~229.07			~~328~~266.40
Accounts payable		~~221~~317.13			~~215~~221.21
Accrued salaries and wages		65.0			47.6
Other accrued expenses		274.7			371.3
Accrued interest payable		14.7			15.0
Total current liabilities		3,155.8			933.0
Other accrued expenses		291.6			231.0
Long-term debt		—			2,055.1
Total current liabilities		933.0			1,147.4
Accrued pension benefits		490.9			349.4
Long-term debt		2,055.1			2,054.0
Other long-term liabilities		78.9			75.1
Accrued pension benefits		349.4			296.3
Noncurrent deferred income tax liability, net		9.6			13.6
Other long-term liabilities		75.1			92.3
Total liabilities		3,735.2			3,426.2
Non-current deferred income tax liability, net		13.6			35.6
Equity
Total liabilities		3,426.2			3,625.6
Paid-in capital		1,007.3			1,004.5
Equity:
Accumulated other comprehensive loss		(423.8	)		(310.4	)
Paid-in capital		1,004.5			1,000.1
Retained deficit		(1,544.8	)		(912.0	)
Accumulated other comprehensive loss		(310.4	)		(274.1	)
Total deficit attributable to parent company		(961.3	)		(217.9	)
Retained deficit		(912.0	)		(607.7	)
Noncontrolling interest		4.4			3.5
Total (deficit) equity attributable to parent company		(217.9	)		118.3
Total deficit		(956.9	)		(214.4	)
Non-controlling interest		3.5			3.9
Total liabilities and equity	$	2,778.3		$	3,211.8
Total (deficit) equity		(214.4	)		122.2
Total liabilities and equity	$	3,211.8		$	3,747.8

The accompanying notes are an integral part of these ~~condensed~~ consolidated financial statements.

Hawker Beechcraft Acquisition Company, LLC

Consolidated Statements of Operations

(In millions)

				Year Ended
	Year Ended December 31,
	December 31,2010			December 31,2009			December 31,2008
	2011			2010			2009
Sales:
Aircraft and parts	$	2,~~643~~254.28		$	32,~~034~~643.32		$	3,~~319~~034.3
Services		~~161~~180.53			~~164~~161.25			~~227~~164.2
Total sales		2,~~804~~435.71			32,~~198~~804.57			3,~~546~~198.5
Cost of sales:
Aircraft and parts		2,~~442~~087.26			2,~~894~~442.32			2,~~824~~894.93
Services		~~137~~159.36			~~142~~137.3			~~192~~142.03
Total cost of sales		2,~~579~~247.52			32,~~036~~579.65			3,~~016~~036.96
Gross profit		~~225~~187.29			~~161~~225.92			~~529~~161.69
Restructuring		1412.93			3414.19			—34.1
Definite-lived asset impairment		12.6			74.5			—
Long-lived asset impairment		226.6			12.6			74.5
Goodwill and indefinite-lived intangible asset impairment		1366.0			~~448~~13.30			—448.3
Selling, general and administrative expenses		~~257~~270.5			~~209~~257.75			~~279~~209.17
Research and development expenses		~~101~~94.13			~~107~~101.31			~~110~~107.23
Operating (loss) income		(173.9	)		(712.0	)		140.3
Operating loss		(481.8	)		(173.9	)		(712.0	)
Interest expense		~~131~~135.86			~~154~~131.68			~~205~~154.96
Interest income		(0.13	)		(10.21	)		(81.52	)
Gain on debt repurchase, net		—			~~(352.1~~—	)		—(352.1	)
Other income, net		(21.27	)		(12.32	)		(21.43	)
Non-operating expense (income), net		129.5			(200.0	)		195.0
Nonoperating expense (income), net		133.6			129.5			(200.0	)
Loss before taxes		(~~303~~615.4	)		(~~512~~303.04	)		(54512.70	)
Provision for (benefit from) income taxes		016.95			~~(60~~0.79	)		~~102~~(60.57	)
Net loss		(~~304~~631.39	)		(~~451~~304.3	)		(~~157~~451.23	)
Net income attributable to non-controlling interest		0.6			0.3			1.4
Net income attributable to noncontrolling interest		0.9			0.6			0.3
Net loss attributable to parent company	$	(~~304~~632.98	)	$	(~~451~~304.69	)	$	(~~158~~451.6	)

The accompanying notes are an integral part of these consolidated financial statements.

Hawker Beechcraft Acquisition Company, LLC

Consolidated Statements of Equity and Comprehensive Loss

(In millions)

For the Period January 1, ~~2008~~2009 – December 31, ~~2010~~2011

	Paid-inCapital		RetainedEarnings(Deficit)			AccumulatedOtherComprehensiveIncome (Loss)			~~Non-ControllingInterest~~NoncontrollingInterest			TotalEquity			~~TotalComprehensiveIncomeAttributable~~TotalComprehensiveIncome (Loss)Attributable toHBAC			TotalComprehensiveIncomeAttributableNoncontrollingInterest
Balance at January 1, 2008	$	989.2	$	2.2		$	14.4		$	2.8			1,008.6
Balance at January 1, 2009	$	996.8	$	(156.4	)	$	(409.3	)	$	4.2		$	435.3
Stock-based compensation		73.63											73.63
Net (loss) income				(158.6	)					1.4			(157.2	)	$	(158.6	)
Noncontrolling interest activity				0.3						(0.6	)		(0.3	)
Other comprehensive income (loss), net of tax:
Net (loss) income				(451.6	)					0.3			(451.3	)	$	(451.6	)	$	0.3
Net loss on pension and other benefits, net of tax of $1.7							(276.1	)					(276.1	)		(276.1	)
Other comprehensive income (loss), net of tax:
Prior service cost, net of tax of $(1.8)							(28.4	)					(28.4	)		(28.4	)
Realized prior service cost due to curtailment							5.5						5.5			5.5
Unrealized loss on cash flow hedges, net of tax of $(1.0)							(114.2	)					(114.2	)		(114.2	)
Net gain on pension and other benefits, net of tax of $(14.6)							38.8						38.8			38.8
Foreign currency translation adjustments, net of tax of $1.2							(5.0	)					(5.0	)		(5.0	)
Unrealized gain on cash flow hedges, net of tax of $(14.5)							21.4						21.4			21.4
Balance at December 31, 2008		996.8		(156.4	)		(409.3	)		4.2			435.3		$	(582.3	)
Realized losses due to de-designation							39.1						39.1			39.1
Stock-based compensation		3.3											3.3
Reclassifications of unrealized losses due to maturities, net of tax of $(1.0)							29.7						29.7			29.7
Dividends declared (received)				0.3						(0.6	)		(0.3	)
Foreign currency translation adjustments, net of tax of $(0.6)							0.7						0.7			0.7
Net (loss) income				(451.6	)					0.3			(451.3	)	$	(451.6	)
Balance at December 31, 2009		1,000.1		(607.7	)		(274.1	)		3.9			122.2		$	(316.4	)	$	0.3
Adjustment for amortization of net actuarial loss and prior service cost
Stock-based compensation		4.4											4.4
Other comprehensive income (loss), net of tax:
Noncontrolling interest activity				0.6						(1.0	)		(0.4	)
Realized prior service cost due to curtailment							5.5						5.5
Net (loss) income				(304.9	)					0.6			(304.3	)	$	(304.9	)	$	0.6
Net gain on pension and other benefits, net of tax of $(14.6)							38.8						38.8			38.8
Other comprehensive income (loss), net of tax:
Unrealized gain on cash flow hedges, net of tax of $(14.5)							21.4						21.4			21.4
Net loss on pension and other benefits, net of tax of $0							(50.5	)					(50.5	)		(50.5	)
Realized losses due to de-designation							39.1						39.1
Unrealized loss on cash flow hedges, net of tax of $0							(7.3	)					(7.3	)		(7.3	)
Reclassifications of unrelaized losses due to maturities, net of tax of $(1.0)							29.7						29.7
Reclassification of unrealized losses due to maturities, net of tax of $0							22.1						22.1			22.1
Foreign currency translation adjustments, net of tax of $(0.6)							0.7						0.7			0.7
Foreign currency translation adjustments, net of tax of $0							(0.6	)					(0.6	)		(0.6	)
Balance at December 31, 2009		1,000.1		(607.7	)		(274.1	)		3.9			122.2		$	(390.7	)
Balance at December 31, 2010		1,004.5		(912.0	)		(310.4	)		3.5			(214.4	)	$	(341.2	)	$	0.6
Stock-based compensation		42.48											42.48
Non-controlling interest activity				0.6						(1.0	)		(0.4	)
Net (loss) income				(632.8	)					0.9			(631.9	)	$	(632.8	)	$	0.9
Net (loss) income				(304.9	)					0.6			(304.3	)	$	(304.9	)
Adjustment for amortization of net actuarial loss and prior service cost
Adjustment for amortization of net actuarial loss and prior service cost
Other comprehensive income (loss), net of tax:
Other comprehensive income (loss), net of tax:
Net loss on pension and other benefits, net of tax of ($1.5)							(137.6	)					(137.6	)		(137.6	)
Net loss on pension and other benefits, net of tax of $0							(50.5	)					(50.5	)		(50.5	)
Realized net curtailment loss, net of tax of $0							3.6						3.6			3.6
Unrealized loss on cash flow hedges, net of tax of $0							(7.3	)					(7.3	)		(7.3	)
Unrealized gain on cash flow hedges, net of tax of $6.2							0.8						0.8			0.8
Reclassification of unrealized losses due to maturities , net of tax of $0							22.1						22.1			—
Reclassification of unrealized losses due to maturities, net of tax of ($14.7)							20.5						20.5			20.5
Foreign currency translation adjustments, net of tax of $0							(0.6	)					(0.6	)		(0.6	)
Foreign currency translation adjustments, net of tax of $0.5							(0.7	)					(0.7	)		(0.7	)
Balance at December 31, 2010	$	1,004.5	$	(912.0	)	$	(310.4	)	$	3.5		$	(214.4	)	$	(363.3	)
Balance at December 31, 2011	$	1,007.3	$	(1,544.8	)	$	(423.8	)	$	4.4		$	(956.9	)	$	(746.2	)	$	0.9

The accompanying notes are an integral part of these consolidated financial statements.

Hawker Beechcraft Acquisition Company, LLC

~~Condensed~~ Consolidated Statements of Cash Flows

(In millions)

	Year Ended
	Year Ended December 31,
	December 31,2010			December 31,2009			December 31,2008
	2011			2010			2009
Cash flows from operating activities:
Net loss	$	(~~304~~631.39	)	$	(~~451~~304.3	)	$	(~~157~~451.23	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		9089.60			9190.06			8591.60
Amortization of intangible assets		4338.87			6243.28			7362.32
Amortization of debt issuance costs		98.36			129.63			912.6
Amortization of original issue discount		2.25			02.52			—0.5
Amortization of deferred compensation		—			~~0.3~~—			4.0.3
Stock-based compensation		42.68			34.36			73.63
Tax on stock vestings		(0.2	)		—			—
Change in current and deferred income taxes		4.2			(0.9	)		(34.0	)
Change in current and deferred income taxes		(0.9	)		(34.0	)		101.1
Gain on sale of property, plant and equipment		0.4			(1.4	)		—
Gain on sale of property, plant and equipment		(1.4	)		—			0.9
Gain on repurchase of long-term debt, net of debt issuance costs write-off		—			—			(352.1	)
Gain on repurchase of long-term debt, net of debt issuance costs write-off		—			(352.1	)		—
Inventory impairments		32.9			—			70.7
Inventory impairments		—			70.7			—
Long-lived asset impairment		226.6			12.6			95.9
Definite-lived asset impairment		12.6			95.9			—
Goodwill and other indefinite-lived intangible impairment charges		66.0			13.0			448.3
Goodwill and other indefinite-lived intangible impairment charges		13.0			448.3			—
Pension and other curtailment		3.6			—			5.5
Pension curtailment		—			5.5			—
Noncash interest expense		—			6.9			20.2
Non-cash interest expense		6.9			20.2			—
Changes in assets and liabilities:
Accounts receivable, net		85.3			~~(23~~8.43	)		(23.14	)
Unbilled revenue, advanced payments and billings in excess of costs incurred		(6052.90	)		(~~181~~60.9	)		(45181.69	)
Inventories, net		~~389~~9.13			~~583~~389.01			~~(280~~583.0	)
Prepaid expenses and other current assets		(4.9	)		10(4.59	)		710.5
Accounts payable		1596.2			~~(189~~15.12	)		80(189.71	)
Accrued salaries and wages		17.4			(9.0	)		(3.9	)
Other accrued expenses		(100.7	)		87.2			(63.5	)
Other accrued expenses		69.8			(54.5	)		113.9
Pension and other changes, net		29.9			(11.6	)		67.9
Pension and other changes, net		(11.4	)		67.9			(36.2	)
Income taxes payable		(0.1	)		(1.0	)		0.5
Income taxes payable		(1.0	)		0.5			(7.6	)
Net cash (used in) provided by operating activities		(163.8	)		297.8			177.1
Collection of financing receivables not sold		—			—			0.4
Net cash provided by (used in) operating activities		297.8			177.1			(69.0	)
Cash flows from investing activities:
Expenditures for property, plant and equipment		(32.0	)		(51.0	)		(70.2	)
Purchases of capital expenditures		(38.4	)		(32.0	)		(51.0	)
Additions to computer software		(915.7	)		(39.57	)		(43.75	)
Proceeds from sale of fuel and line operations, net		—			—			123.6
Proceeds from sale of property, plant and equipment		0.4			6.5			1.2
Proceeds from sale of property, plant and equipment		6.5			1.2			1.4
Net cash used in investing activities		(53.7	)		(35.2	)		(53.3	)
Net cash (used in) provided by investing activities		(35.2	)		(53.3	)		50.1
Cash flows from financing activities:
Payment of notes payable		(~~158~~150.79	)		(~~202~~158.27	)		(~~157~~202.32	)
Payment of term loan		(15.0	)		(13.5	)		(13.0	)
Payment of term loans		(44.5	)		(15.0	)		(13.5	)
Issuance of long-term debt		—			~~188.0~~—			—188.0
Utilization of revolving credit facility		—			235.0			—
Utilization of Revolving Credit Facility		239.0			—			235.0
Payment of revolving credit facility		(235.0	)		(7.6	)		—
Payment of Revolving Credit Facility		—			(235.0	)		(7.6	)
Proceeds from IRB funding		0.1			4.4			—
Proceeds from Industrial Revenue Bond funding		—			0.1			4.4
Debt repurchase		—			~~(136.7~~—	)		—(136.7	)
Net cash (used in) provided by financing activities		(408.6	)		67.4			(170.3	)
Net cash provided by (used in) financing activities		43.6			(408.6	)		67.4
Effect of exchange rates on cash and cash equivalents		—			—			(2.7	)
Net (decrease) increase in cash and cash equivalents		(173.9	)		(146.0	)		191.2
Net (decrease) increase in cash and cash equivalents		(146.0	)		191.2			(191.9	)
Cash and cash equivalents at beginning of period		422.8			568.8			377.6
Cash and cash equivalents at beginning of period		568.8			377.6			569.5
Cash and cash equivalents at end of period	$	248.9		$	422.8		$	568.8
Cash and cash equivalents at end of period	$	422.8		$	568.8		$	377.6
Supplemental Disclosures:
Cash paid for interest	$	~~119~~121.05		$	~~133~~119.80		$	~~189~~133.18
Cash paid (received) for income taxes		21.05			(02.50	)		7(0.65	)
Net non-cash transfers to (from) property, plant and equipment (to) from inventory		8.0			(21.5	)		14.5
Net noncash transfers to (from) property, plant and equipment (to) from inventory		7.9			8.0			(21.5	)
Net non-cash transfers from property, plant and equipment to prepaid expenses and other current assets		(3.0	)		—			—
Net noncash transfers from property, plant and equipment to prepaid expenses and other current assets		—			(3.0	)		—
Inventories acquired through issuance of notes		158.12			~~148~~158.91			~~214~~148.39

The accompanying notes are an integral part of these consolidated financial statements.

Hawker Beechcraft Acquisition Company, LLC

Notes to Consolidated Financial Statements

1.	Background and Basis of Presentation

~~Hawker~~Background Beechcraft, Inc. (“HBI”) was formed in late 2006 by GS Capital Partners VI, L.P., an affiliate of The Goldman Sachs Group, Inc., and Onex Partners II LP, an affiliate of Onex Corporation, for the purpose of purchasing the Raytheon Aircraft business (“RA” or the “Predecessor”) from Raytheon Company (“Raytheon”) (the “Acquisition”). The Acquisition was completed on March 26, 2007. HBI acquired all of the outstanding membership interests of Raytheon Aircraft Acquisition Company, LLC, which was renamed Hawker Beechcraft Acquisition Company, LLC (“HBAC”), and substantially all of the assets of Raytheon Aircraft Services Limited. Hawker Beechcraft Notes Company (“HBNC”) is a wholly owned subsidiary of HBAC which was formed to co-issue certain debt obligations. HBNC has had no activity since its formation. Following the Acquisition, HBI contributed the equity interest of the entity purchasing the assets of Raytheon Aircraft Services Limited to HBAC. HBAC is engaged in the design, development, manufacturing, marketing, selling and servicing of business and general aviation, training and special mission aircraft. The accompanying unaudited condensed consolidated financial statements include the accounts of HBAC and its subsidiaries subsequent to the Acquisition. The terms “we,” “our,” “us,” the “Company,” “Successor” and “Hawker Beechcraft” refer to Hawker Beechcraft Acquisition Company, LLC (“HBAC”) and its subsidiaries.

~~Certain~~Hawker ~~reclassifications~~Beechcraft, ~~have~~Inc. ~~been~~(“HBI”) ~~made~~was toformed in late 2006 by GS Capital Partners VI, L.P., an affiliate of The Goldman Sachs Group, Inc., and Onex Partners II LP, an affiliate of Onex Corporation, for the ~~cost~~purpose of ~~sales~~purchasing ~~between~~the ~~segments~~Raytheon inAircraft ~~prior~~business ~~period~~(“Raytheon ~~financial~~Aircraft” ~~statements~~or “Predecessor”) from Raytheon Company (“Raytheon”) (the “Acquisition”). The Acquisition was completed on March 26, 2007. HBI acquired all of the outstanding membership interests of Raytheon Aircraft Acquisition Company, LLC, which was renamed Hawker Beechcraft Acquisition Company, LLC (“HBAC”), and ~~notes~~substantially all of the assets of Raytheon Aircraft Services Limited. Hawker Beechcraft Notes Company (“HBNC”) is a wholly-owned subsidiary of HBAC which was formed to ~~conform~~co-issue certain debt obligations. HBNC has had no activity since its formation. Following the Acquisition, HBI contributed the equity interest of the entity purchasing the assets of Raytheon Aircraft Services Limited to HBAC. HBAC is engaged in the ~~current~~design, ~~period~~development, ~~presentation~~manufacturing, marketing, selling and servicing of business and general aviation, training and special mission aircraft. The terms “we,” “our,” “us,” the “Company,” “Successor” and “Hawker Beechcraft” refer to HBAC and its subsidiaries.

2.Principles ~~Summary~~ of ~~Significant~~Consolidation ~~Accounting Policies~~

~~Principles~~Our ~~of Consolidation. The~~ consolidated financial statements include ~~the~~our accounts ofand ~~HBAC~~those ~~and~~of ~~its~~our wholly-owned and majority-owned subsidiaries. All material intercompany transactions have been eliminated. Inin ~~the fourth quarter of 2008, the Company modified its practice for allocating overhead to cost of sales for “services” to include intercompany transactions~~consolidation. ~~The change does not impact total cost of sales.~~

Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are used when accounting for certain contracts, including estimates of the extent of progress towards completion, contract revenue and contract completion costs, as well as warranty cost, contingencies, pension, fair value of financial instruments, impairment tests and customer and vendor claims. Actual results could differ from those estimates. Included in Other accrued expenses on the Consolidated Statements of Financial Position at December 31, 2010 and 2009 are supplier claims of $50.5 million and $49.5 million, respectively, and post-delivery commitments of $56.8 million and $11.1 million, respectively.

~~Revenue~~Our ~~Recognition.~~consolidated ~~For~~financial ~~the~~statements ~~majority~~are ofprepared ~~our~~in ~~aircraft~~conformity ~~sales,~~with wegenerally ~~use~~accepted accounting principles in the ~~units-of-delivery~~U.S., ~~method~~which requires us to ~~measure~~make ~~progress~~estimates and assumptions that affect the reported ~~towards~~amounts ~~completion.~~of ~~Actual~~assets ~~sales~~and liabilities and ~~cost~~disclosure ~~values~~of ~~for~~contingent assets and liabilities at the ~~unit~~date ~~being~~of ~~delivered~~the ~~are~~consolidated ~~used~~financial asstatements and the ~~basis~~reported ~~for~~amounts ~~recording~~of ~~revenue~~revenues and ~~its~~expenses ~~associated~~during ~~margin~~the reporting period. ~~Under~~Significant ~~this~~estimates ~~method~~are used when accounting for certain contracts, including estimates of the extent of progress towards completion, contract revenue isand ~~recognized~~contract ~~when~~completion ~~title~~costs, toas anwell ~~airworthy~~as ~~aircraft~~warranty iscost, ~~transferred~~contingencies, topension, ~~the~~fair value of financial instruments, impairment tests and customer and vendor claims. Actual results could differ from those estimates.

ToGoing aConcern ~~lesser extent, we use the cost-to-cost method to measure progress towards completion. The use of the~~Considerations cost-to-cost method is limited to longer term contracts with substantial contract-specific development or engineering cost. For these contracts, management believes the cost-to-cost method provides a better measure of progress towards completion than the units-of-delivery method. Under this method, incurred cost and estimated margin are recorded as revenue based on the ratio of costs incurred-to-date to total estimated costs at the completion of the contract. Accordingly, management must apply judgment to determine the estimated contract revenue and costs at completion. Total contract revenue estimates are based on negotiated contract prices and quantities. Estimated amounts for contract changes and claims are included in contract sales only when realization is estimated to be probable. Total contract cost projections require management to make numerous assumptions and estimates relating to items such as the complexity of design, availability and cost of materials, labor productivity and cost, overhead and capital costs and operational efficiency. Contract estimates are reviewed periodically to determine whether revisions to contract values or estimated costs at completion are necessary. The effects of changes in estimates resulting from any such revisions are reflected in the period the estimates are revised using a cumulative catch-up adjustment. Claims are included in revenue estimates only when it is probable that a reliably estimated increase in contract value will be realized. To the extent estimated total costs on a contract exceed the total estimate of revenue to be earned from the contract, the full value of the estimated loss is recorded in the period the loss is identified.

As of December 31, 2011, Management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. This conclusion was reached based on a variety of factors, including those described below. We ~~recognize~~determined ~~revenue~~not to pay our interest obligations under the Notes on ~~aircraft~~April 2, ~~parts~~2012 and ~~services~~anticipate asan inability to pay interest on the ~~part~~Notes ison ~~shipped~~future interest payment dates. Furthermore, we will be required to repay or refinance our Senior Secured Credit Facilities and the Senior Tranche Advance prior to the repayment of the Notes and we will be required to repay or refinance the Senior Notes prior to the repayment of the Senior Subordinated Notes. The Company has suffered recurring operating losses resulting in a significant net shareholder’s deficit that raises substantial doubt about its ability to continue as a going concern. The Company is operating under a forbearance agreement with its lenders which defers interest payment obligations and provides relief from loan covenants through June 29, 2012. Due to the ~~service~~fact that we have recurring negative cash flows from operations and recurring losses from operations, we will need to seek additional financing. There is ~~rendered~~substantial doubt that we will be able to obtain additional equity or debt financing on favorable terms, or at all, in order to have sufficient liquidity to meet our cash requirements for the next twelve months.

We have taken, and continue to take, various actions to preserve our liquidity and cash position, including reduced production levels to better meet expected demand; use of furloughs and work force reductions consistent with the lower production levels; and other cost reduction efforts including sharply reduced discretionary spending and deferrals of certain product development activity. Our ability to pay principal and interest on our debt, fund working capital and make capital expenditures depends on our future performance and our ability to successfully restructure our balance sheet.

As of December 31, 2011, we were not in compliance with the covenants under our Senior Secured Credit Facilities and had $0.3 million for additional borrowings under our Revolving Credit Facility. We determined not to pay our interest obligations under the Notes on April 2, 2012 and anticipate an inability to pay interest on the Notes on future interest payment

~~Advertising~~ dates. ~~Expenses~~Furthermore, we will be required to repay or refinance our Senior Secured Credit Facilities and the Senior Tranche Advance prior to the repayment of the Notes and we will be required to repay or refinance the Senior Notes prior to the repayment of the Senior Subordinated Notes. ~~Advertising~~If ~~costs~~we ~~are~~were ~~expensed~~unable asto ~~incurred~~make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, including but not limited to the sale of assets, sale of equity, negotiations with our lenders to restructure the applicable debt and/or seeking protection under Chapter 11 of the U.S. Bankruptcy Code.

~~Research~~Comparative ~~and~~Data Development. The Company performs research and development activities related to the development of new products and the improvement of existing products. Expenditures for research and development projects sponsored by the Company are expensed as incurred. Reimbursement of research and development costs under cost-sharing arrangements with vendors is recorded as a reduction to expense.

~~Shipping~~Certain ~~and~~reclassifications ~~Handling~~have ~~Costs.~~been ~~Shipping~~made ~~and~~to ~~handling~~prior ~~costs~~periods ~~are~~to ~~included~~conform ~~in cost~~to ofour ~~sales~~current period presentation.

~~Income Taxes~~2. ~~Deferred~~Summary ~~income tax assets and liabilities are recognized for future income tax consequences attributable to differences between the financial statement carrying amounts~~ of ~~existing~~Significant ~~assets~~Accounting and liabilities and their respective tax bases. A valuation allowance is recorded to reduce deferred income tax assets to an amount that, in the opinion of management, will more likely than not be realized. Policies

~~HBAC~~Revenue ~~records~~Recognition an income tax expense or benefit based on the net income earned or net loss incurred in each tax jurisdiction and the tax rate applicable to that income or loss. In the ordinary course of business, there are transactions for which the ultimate tax outcome is uncertain. The final tax outcome of these matters may be different than the estimates originally made by management in determining the income tax provision. A change to these estimates could impact the effective tax rate and, subsequently, net income or net loss. The effect of changes in tax rates is recognized during the period in which the rate change occurs.

~~HBAC~~For isthe ~~included~~majority inof ~~the~~our ~~U.S.~~aircraft ~~consolidated federal~~sales, ~~income~~revenue ~~tax~~is ~~return~~recognized ofwhen ~~HBI.~~title ~~Under~~to ~~the~~an ~~terms~~airworthy ofaircraft anis ~~informal~~transferred ~~tax~~to ~~sharing~~the ~~agreement~~customer. ~~between~~Actual ~~HBAC~~sales and ~~HBI,~~cost ~~the~~values ~~amount~~for of the ~~cumulative~~unit ~~tax~~being ~~liability~~delivered ofare ~~each~~used ~~member~~as ~~shall not exceed~~ the basis ~~total~~for ~~tax~~recording ~~liability~~revenue asand ~~computed~~its onassociated ~~a separate return basis~~margin.

InWe ~~July~~use ~~2006,~~a ~~the~~percentage-of-completion ~~FASB~~method ~~issued~~to ~~guidance~~measure ~~which~~progress ~~requires~~towards completion afor ~~more~~longer term contracts with substantial contract-~~likely~~specific development or engineering cost. The ratio of costs incurred-~~than~~to-~~not~~date ~~threshold~~compared ~~for~~to ~~financial~~total ~~statement~~estimated ~~recognition and~~costs ~~measurement~~at the completion of ~~tax~~the ~~positions~~contract ~~taken~~are orused ~~expected~~to derive the estimated revenues to berecord. ~~taken~~Management inmust aapply ~~tax~~judgment ~~return~~to determine the estimated contract revenue and costs at completion. ~~HBAC~~Total ~~adopted~~contract ~~the~~revenue ~~provisions~~estimates ofare ~~FIN~~based ~~48,~~on ~~“Accounting~~negotiated contract prices and quantities. Estimated amounts for ~~Uncertainty~~contract changes and claims are included in ~~Income~~contract ~~Taxes,”~~sales ~~(codified~~only ~~primarily~~when inrealization ~~FASB~~is ~~ASC~~estimated ~~Topic~~to ~~740,~~be ~~Income~~probable. ~~Taxes)~~Total contract cost projections require management to make numerous assumptions and estimates relating to items such as the complexity of design, ~~March 26~~availability and cost of materials, ~~2007~~labor productivity and cost, overhead and capital costs and operational efficiency. ToContract ~~the~~estimates ~~extent~~are ~~that~~reviewed ~~our~~periodically ~~assessment~~to determine whether revisions to contract values or estimated costs at completion are necessary. The effects of changes in estimates resulting from any such ~~tax~~revisions ~~positions~~are ~~changes,~~reflected in the ~~change~~period the estimates are revised using a cumulative catch-up adjustment. Claims are included in ~~estimate~~revenue estimates only when it is ~~recorded~~probable that a reliably estimated increase in contract value will be realized. To the ~~period~~extent inestimated ~~which~~total costs on a contract exceed the ~~determination~~total isestimate ~~made.~~of ~~See~~revenue ~~Note~~to 14be ~~for~~earned ~~additional~~from ~~information~~the ~~about~~contract, ~~income~~the ~~taxes~~full ~~and~~value ~~their~~of ~~impact~~the onestimated loss is recorded in the period the ~~consolidated~~loss ~~financial~~is ~~statements~~identified.

~~Cash~~We ~~and~~recognize ~~Cash~~revenue ~~Equivalents.~~on ~~Cash~~aircraft ~~and~~parts ~~cash equivalents consist of cash~~ and ~~short-term,~~ ~~highly~~services ~~liquid~~when ~~investments~~the ~~with~~part ~~original~~is ~~maturities~~shipped ~~of 90 days~~ or ~~less.~~when Wethe ~~aggregate~~service ~~our cash balances by bank and reclassify any book overdrafts to accounts payable~~is rendered.

~~Allowance~~Shipping for Doubtful Accounts. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance is based upon an assessment of customer credit-worthiness, historical payment experience, the age of outstanding receivables and ~~collateral,~~Handling toCosts ~~the extent applicable. The allowance for doubtful accounts was $5.5 million and $4.1 million at December 31, 2010 and 2009, respectively.~~

~~Unbilled~~Shipping ~~Revenue.~~and ~~Unbilled~~handling ~~revenue is stated at cost plus estimated margin, but not in excess of realizable value. As~~ costs ~~incurred~~ are onrecorded ~~other than a straight-line basis, this revenue is recognized over contracted periods~~ in ~~proportion~~Cost toof ~~total costs using historical evidence~~sales.

~~Inventories.~~Advertising ~~Inventories are stated at cost (first-in, first-out or average cost), but not in excess of realizable value. Inventoried costs include direct engineering, production labor and~~Expenses material, as well as applicable overhead. HBAC records pre-owned aircraft acquired in connection with the sale of new aircraft at the lower of the trade-in value or estimated net realizable value. Inventories obtained in the Acquisition were reflected at fair value in the opening balance sheet of HBAC.

~~Property,~~Advertising Plant and Equipment. Property, plant and equipment are stated at cost. Major improvements are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense as incurred. Aircraft tooling is accounted for as a group. When assets, other than aircraft tooling, are retired or otherwise disposed of, the recorded costs ~~of the assets and related accumulated depreciation~~ are ~~eliminated~~expensed from the accounts and any resulting gain or loss is reflected in income. When aircraft tooling assets are retired or replaced in the ordinary course of business, the recorded cost is charged to accumulated depreciation, regardless of the age of the asset, and no gain or loss is recognized. Software costs are capitalized as incurred ~~and amortized over a range of 4 to 10 years~~.

Research and Development

Our research and development efforts are focused on developing technologies that will improve our existing products and manufacturing processes. Expenditures for research and development projects that we sponsor are expensed as incurred. Reimbursement of research and development costs under cost-sharing arrangements with vendors is recorded as a reduction to expense.

Income Taxes

We record an income tax expense or benefit based on the net income earned or net loss incurred in each tax jurisdiction and the tax rate applicable to that income or loss. In the ordinary course of business, there are transactions for which the ultimate tax outcome is uncertain. The final tax outcome of these matters may be different than our original estimates used in determining the

~~Provisions~~ income ~~for~~tax ~~depreciation~~provision. ~~are~~A ~~computed~~change ~~using~~to ~~accelerated~~these estimates could impact the effective tax rate and ~~straight-line~~subsequent ~~methods~~net income or net loss. ~~Depreciation~~ ~~provisions~~The ~~are~~effect ~~based~~of onchanges ~~estimated~~in ~~useful~~tax ~~lives~~rates asis ~~follows:~~recognized during the period in which the rate change occurs.

	EstimatedUseful Life
Buildings		10 - 45 years
Aircraft and autos		4 - 10 years
Furniture, fixtures and office equipment		3 - 10 years
Tooling		12 years
Machinery and equipment		7 - 10 years

~~Aircraft~~Cash tooling is depreciated using a composite depreciation rate with an estimated useful life of 12 years that reflects the blended estimates of the lives of major tooling asset components. Leasehold improvements are amortized over the lesser of the remaining life of the lease or the estimated useful life of the improvement. Property, plant and ~~equipment~~Cash ~~were~~Equivalents reflected at fair value in the opening balance sheet of HBAC. Depreciation of acquired property, plant and equipment obtained in the Acquisition is based on the evaluated remaining life of the assets at the date of the Acquisition.

~~Goodwill~~Cash and ~~Intangible~~cash ~~Assets. Goodwill~~equivalents represents the excess of the purchase price over the fair value of the net assets of acquired businesses. Intangible assets are recorded at cost or, when acquired as part of a business combination, at estimated fair value. Intangible assets with definite lives consist of ~~certain~~cash ~~trade names~~ and ~~trademarks, order backlog, customer relationships, technological knowledge and computer software and are amortized on a straight~~short-~~line basis over their estimated useful lives. The weighted average amortization periods assigned to definite-lived intangible assets are: 3 years for order backlog~~term, 8highly ~~years~~liquid ~~for~~investments ~~computer software, 10 years for trademarks and trade names~~ with ~~definite~~original ~~lives,~~maturities 15of ~~years~~90 ~~for~~days ~~technological~~or ~~knowledge and 17 years for customer relationships~~less. ~~Intangible~~We ~~assets~~aggregate ~~with~~our ~~indefinite~~cash ~~lives~~balances ~~include~~by ~~certain~~bank ~~trademarks~~ and ~~trade~~reclassify ~~names~~any ~~and~~book ~~are~~overdrafts to ~~not~~accounts ~~amortized~~payable.

~~Goodwill~~Allowance ~~and intangible assets with indefinite lives are not amortized but are instead reviewed~~ for ~~impairment~~Doubtful onAccounts ~~an annual basis during the fourth quarter or upon the occurrence of events that may indicate possible impairment. HBAC conducts its review for impairment on an operating segment basis.~~

~~The~~We ~~assumptions,~~maintain ~~inputs and~~an ~~judgments~~allowance ~~used~~for indoubtful ~~performing~~accounts ~~the~~to ~~valuation~~provide ~~analysis~~for ~~are~~the ~~inherently~~estimated ~~subjective~~amount ~~and~~of ~~reflect~~accounts ~~estimates~~receivable ~~based~~that onwill ~~known~~not ~~facts~~be ~~and circumstances at the time the Company performs the valuation~~collected. ~~These~~The ~~estimates~~allowance ~~and~~is ~~assumptions~~based ~~primarily~~upon ~~include, but are not limited to,~~ the ~~discount~~age ~~rate; terminal growth rate; earnings before interest, taxes, depreciation and amortization (“EBITDA”) and capital expenditures forecasts. The use~~ of ~~different~~outstanding ~~assumptions~~receivables, ~~inputs and judgments, or changes in~~an ~~circumstances,~~assessment ~~could materially affect the results~~ of ~~the~~customer ~~valuation. Due to the inherent uncertainty involved in making these estimates~~credit-worthiness, ~~actual~~historical ~~results~~payment ~~could~~experience ~~differ~~and ~~from~~any ~~our~~applicable ~~estimates~~collateral. ~~The~~ ~~following is a description of the primary valuation methodologies used to derive the fair value of the reporting segments:~~

•The ~~Income~~following ~~Approach:~~table summarizes To determine fair value, the Company discounted the expected cash flows of the reporting units. In estimating future cash flows, the Company relied on internally generated five-year forecasts for sales and operating profits, including capital expenditures, and generally a three percent long-term assumed annual growth rate of cash flows for periods after the five-year forecast. Discount rates were determined by weighting the required returns on interest-bearing debt and paid-in capital in proportion to their estimated percentages in an expected industry capital structure. Based on our ~~analysis,~~allowance ~~the discount rates estimated~~ for ~~the~~doubtful ~~segments~~accounts: ~~carrying goodwill were 10% for Trainer/Attack Aircraft and 13% for Customer Support.~~

• Market-Comparable Approach: The Company makes use of market price data of stocks of companies engaged in the same or similar line of businesses as that of the reporting unit. Specifically, the Company calculated multiples of total enterprise value (TEV) to EBITDA for comparable companies using data for the latest twelve months (LTM) ended September 2010, and for the 2011 projected year. In determining the concluded range of trailing and forward multiples, the Company compared the historical and expected performance of the comparable companies to those of the reporting units. The selected range of multiples were then multiplied by the LTM and projected 2011 EBITDA of these reporting units to determine fair value.


	Year Ended December 31,
*(In millions)*	2011		2010
Allowance for doubtful accounts	$	4.4	$	5.5

•Unbilled ~~Market~~Revenue Transaction Approach: The Company assessed EBITDA multiples realized in actual purchase transactions of comparable companies. After the Company adjusted these multiples to account for the current economic climate, versus the period during which the transactions occurred, they were applied to the LTM EBITDA of the reporting units to determine fair value.

Unbilled revenue is stated at cost plus estimated margin, but not in excess of realizable value. As costs incurred are on other than a straight-line basis, this revenue is recognized over contracted periods in proportion to total costs using historical evidence. We expect to collect this revenue during 2012.

Inventories

Inventories are stated at cost (first-in, first-out or average cost), but not in excess of realizable value. Inventoried costs include direct engineering, production labor and material, as well as applicable overhead. HBAC records pre-owned aircraft acquired in connection with the sale of new aircraft at the lower of the trade-in value or estimated net realizable value. Refer to Note 4 for additional information about our inventories.

Property, Plant and Equipment

Property, plant and equipment obtained in the Acquisition were recorded at fair value and subsequent additions are included at cost. Major improvements are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense as incurred. Aircraft tooling placed into service prior to January 1, 2011, is accounted for as a group while tooling placed into service subsequent to January 1, 2011, is accounted for as individual discrete assets. When assets, other than aircraft tooling that are accounted for as a group, are retired or otherwise disposed of, the recorded costs of the assets and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in income. When aircraft tooling assets accounted for as a group are retired or replaced in the ordinary course of business, the recorded cost is charged to accumulated depreciation, regardless of the age of the asset, and no gain or loss is recognized.

~~Equal~~Provisions ~~weightings~~for ~~were~~depreciation ~~assigned~~are tocomputed using the ~~aforementioned~~straight-line ~~model~~method. ~~results~~Depreciation provisions toare ~~arrive~~based aton athe ~~final~~following ~~fair value~~estimated ~~estimate~~useful oflives: ~~the reporting unit.~~

The necessity for, and the amount of, any goodwill impairment is determined using a two-step process. The first step is to identify if a potential impairment is indicated by comparing the fair value of a segment with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the goodwill of the segment unit is not considered to be impaired and the second step of the impairment test is not necessary. However, if the carrying amount of a segment exceeds its fair value, the second step is performed for that reporting unit to determine if goodwill is impaired and to measure the amount of impairment loss that should be recognized, if any.


	Estimated
	Useful Life
Buildings		25 - 45 years
Aircraft and autos		4 - 10 years
Furniture, fixtures and office equipment		8 - 10 years
Tooling		2 - 20 years
Machinery and equipment		10 years

~~The second step~~Property, ifplant ~~necessary,~~and ~~compares~~equipment obtained in the ~~implied~~Acquisition ~~fair~~are ~~value~~depreciated ofover athe ~~segment’s~~remaining ~~goodwill~~lives ~~with~~of the assets ~~carrying~~determined ~~amount~~at ofthe ~~that~~date ~~reporting~~of ~~unit’s~~the ~~goodwill~~Acquisition. ~~The~~For ~~process~~tools ofplaced ~~determining~~into ~~such~~service ~~implied~~prior ~~fair~~to ~~value~~January 1, of2011, ~~goodwill~~aircraft ~~involves~~tooling ~~allocating~~is ~~the~~depreciated ~~reporting unit’s~~using ~~fair~~a ~~value~~composite asdepreciation ~~determined~~rate inthat ~~step~~reflects ~~one~~the toblended ~~all~~estimates of the ~~reporting~~lives ~~unit’s~~of ~~assets~~major ~~and~~tooling asset ~~liabilities~~components. IfIn ~~the~~January ~~implied~~2011, ~~fair~~we ~~value~~implemented ofa ~~goodwill~~prospective ~~exceeds~~change in accounting estimate related to the ~~carrying~~method ~~amount~~of depreciation for our aircraft tooling. For tools placed in service on or after January 1, ~~then~~2011, ~~goodwill~~aircraft tooling is depreciated over the useful life as determined at the date of purchase. This change in accounting estimate did not ~~considered~~have ~~impaired~~a material impact on the financial statements. ~~However,~~Leasehold ifimprovements are amortized over the ~~carrying~~lesser ~~amount~~ of ~~goodwill~~the ~~exceeds~~remaining life of the lease ~~implied~~or ~~fair~~the ~~value,~~estimated anuseful ~~impairment~~life ~~loss~~of isthe ~~recognized~~improvement. inRefer anto ~~amount~~Note ~~equal~~5 tofor ~~that~~additional ~~excess~~information about our property, plant and equipment.

Impairments of ~~indefinite-lived~~property, ~~intangible~~plant, ~~assets~~and equipment are recognized when events or changes in circumstances indicate that the carrying amount of the asset, or related groups of assets, may not be recoverable, and our estimate of ~~discounted~~undiscounted cash flows over the assets’ remaining useful lives is less than the carrying value of the assets. The fair value of these intangibles is measured using the relief-from-royalty method. This method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate based on an analysis of empirical, market-derived royalty rates for comparable companies and an analysis of the profitability of the underlying businesses utilizing the name and related marks. The market-derived royalty rate is then applied to estimate the royalty savings. The net after-tax royalty savings are discounted using the weighted average cost of capital of our Business and General Aviation segment. Any excess carrying value over the fair value represents the amount of impairment.

~~See~~Goodwill ~~additional~~and ~~disclosure~~Intangible ofAssets ~~these analyses in Note 9 to the Company’s Consolidated Financial Statements including the impairment charges recorded during the year ended December 31, 2010.~~

~~Impairment~~Goodwill ofrepresents ~~Definite-lived~~the ~~Assets.~~excess ~~Management~~of ~~determines~~the ~~whether~~purchase ~~definite-lived~~price ~~assets~~over ~~are~~the tofair bevalue ~~held-for-use or~~of ~~held-for-disposal.~~the ~~Upon~~net ~~indication~~assets of ~~possible~~acquired ~~impairment,~~businesses. ~~management~~Intangible ~~evaluates~~assets ~~the~~are ~~recoverability~~recorded ofat ~~held-for-use~~cost ~~definite-lived~~or, ~~assets~~when byacquired ~~measuring~~as ~~the~~part ~~carrying amount~~ of ~~the~~a ~~assets~~business combination, ~~against~~at ~~the related~~ estimated ~~undiscounted~~fair ~~future~~value. ~~cash~~Intangible ~~flows. When~~assets anwith ~~evaluation~~definite ~~indicates~~lives ~~that~~consist ~~the~~of ~~future~~certain ~~undiscounted~~trade ~~cash~~names ~~flows~~and ~~are~~trademarks, ~~not~~order ~~sufficient~~backlog, tocustomer ~~recover~~relationships, ~~the~~technological ~~carrying~~knowledge ~~value~~and ofcomputer ~~the~~software ~~asset,~~and ~~the~~are ~~asset~~amortized ison ~~written~~a ~~down~~straight-line basis toover ~~its~~their estimated ~~fair~~useful ~~value~~lives. InThe ~~order~~following ~~for~~table ~~definite-lived~~summarizes ~~assets~~the ~~to be considered held~~weighted-~~for-disposal,~~average ~~management~~amortization ~~must~~periods ~~have~~assigned ~~committed~~ to ~~a plan to dispose of the assets. Once deemed held~~long-~~for-disposal,~~lived ~~the~~intangible assets: ~~are stated at the lower of carrying amount or net realizable value.~~

We will continue to perform our annual impairment testing during the fourth quarter each year absent any impairment indicators or other changes that may necessitate more frequent impairment analysis.


	Estimated
	Useful Life
Technological knowledge		15 years
Customer relationships		17 years
Computer software		8 years
Order backlog		3 years
Trademarks and tradenames - definite lives		10 years

~~See~~Goodwill ~~additional~~and ~~disclosure~~intangible ofassets ~~these~~with ~~analyses~~indefinite inlives ~~Note~~are 9not toamortized ~~the~~but are instead reviewed for ~~Company’s~~impairment ~~Consolidated~~on ~~Financial~~an ~~Statements~~annual ~~including~~basis during the ~~impairment~~fourth ~~charges~~quarter ~~recorded~~or ~~during~~upon the ~~year~~occurrence ~~ended~~of ~~December 31,~~events ~~2010~~that may indicate possible impairment. We conduct our review for impairment on a reporting unit basis.

~~Debt~~The ~~Issuance~~assumptions, ~~Costs.~~inputs ~~Debt~~and ~~issuance~~judgments ~~costs~~used in performing the valuation analysis are ~~incurred~~inherently tosubjective ~~obtain~~and ~~long-term~~reflect ~~financing~~estimates based on known facts and ~~are~~circumstances ~~amortized~~at ~~over~~the time we perform the ~~terms~~valuation. ofThese estimates and assumptions primarily include, but are not limited to, the ~~related~~discount ~~debt~~rate; terminal growth rate; earnings before interest, taxes, depreciation and amortization (“EBITDA”) and capital expenditures forecasts. The ~~amortization~~use of ~~debt~~different ~~issuance~~assumptions, ~~costs~~inputs isand judgments, or changes in circumstances could materially affect the results of the valuation. Due to the inherent uncertainty involved in ~~classified~~making asthese ~~interest~~estimates, ~~expense~~actual results could differ from our estimates. The following information describes the primary valuation methodologies used to derive the fair value of the reporting units:

~~Notes~~• ~~Payable~~Income ~~and~~Approach: ~~Current~~We ~~Portion~~determine fair value by discounting the expected cash flows of ~~Long-Term~~the ~~Debt~~reporting units. ~~Notes~~We ~~payable~~rely upon internally generated five-year forecasts for sales and ~~current portion~~operating ofprofits, including capital expenditures, when estimating future cash flows, and an assumed long-term ~~debt~~annual ~~consist~~growth rate of cash flows for periods after the ~~balances~~five-year ~~due~~forecast onfor ~~promissory~~both ~~notes~~the ~~related~~Trainer/Attack toand aCustomer ~~third~~Support ~~party~~segments. ~~financing~~Discount ~~arrangement~~rates ~~and~~are determined by weighting the ~~portion~~required ofreturns ~~long~~on interest-~~term~~bearing debt ~~due~~and ~~within~~paid-in ~~twelve~~capital ~~months~~in ofproportion ~~the~~to ~~balance~~their ~~sheet~~estimated ~~date.~~percentages in an expected industry

Advance Payments and Billings in Excess of Costs Incurred. Advance payments and billings in excess of costs incurred represents cash collected from customers in advance of revenue recognition and consists of deposits on commercial aircraft contracts, advances and performance-based payments from government or special mission customers in excess of recorded cost and recognized margin.

Fair Value of Financial Instruments. The carrying amount of cash and cash equivalents, accounts and notes receivable, and accounts payable and notes payable approximates fair value due to the short maturities of these instruments. See Note 6 to the Company’s Consolidated Financial Statements for information about the fair value of our financial instruments.

~~Derivative~~capital ~~Instruments~~structure. We use derivative instruments in the form of foreign currency forward contracts (“foreign currency contracts”) and interest rate swap agreements to hedge our economic exposure to changes in the variability of future cash flows attributable to changes in foreign exchange rates and interest rates. Foreign currency contracts are used to hedge forecasted vendor payments in foreign currency, and interest rate swaps are used to hedge forecasted interest payments and the risk associated with changing interest rates of our variable rate debt. Our derivative instruments are executed with creditworthy institutions, and we do not hold or issue derivative instruments for trading or speculative purposes.

~~When~~• ~~allowed, we designate our derivative instruments as cash flow hedges. At inception, we document the hedging relationship, as well as our risk~~Market-~~management~~Comparable ~~objective~~Approach: ~~and strategy for undertaking the hedging transaction.~~ We ~~assess,~~use atmarket ~~hedge~~price ~~inception~~data ~~and~~of onstocks anof ~~ongoing~~companies ~~basis,~~engaged ~~whether~~in the ~~derivative~~same ~~instrument~~or issimilar ~~highly~~line ~~effective~~of inbusinesses ~~offsetting~~as ~~changes~~that inof the ~~hedged~~reporting ~~item.~~unit ~~Derivative~~when ~~instruments~~preparing ~~are~~this ~~recognized~~valuation ~~on the balance sheet at fair value~~methodology. ~~For derivative instruments designated as cash flow hedges~~Specifically, ~~the~~we ~~effective~~calculate ~~portion~~multiples of ~~the~~total ~~change~~enterprise invalue ~~fair~~to ~~value~~EBITDA offor ~~the~~comparable ~~derivative~~companies ~~instruments~~using isdata ~~recorded~~for inthe ~~other~~latest ~~comprehensive~~twelve ~~income~~months (~~loss~~“LTM”), ~~and~~ended ~~any~~September ~~ineffective~~of ~~portion is recorded in earnings. At maturity, amounts in accumulated other comprehensive income are reclassified into earnings in~~ the ~~same~~current ~~period or periods during which the hedged transaction affects earnings. Occasionally~~year, weand ~~may hold foreign currency forward contracts~~ for ~~economic purposes~~the ~~that~~following ~~are~~projected ~~not designated for hedge accounting treatment~~year. ~~For~~We ~~these~~then ~~derivative~~compare ~~instruments,~~the ~~changes~~historical inand ~~fair~~expected ~~value~~performance ~~are~~of ~~recorded~~the incomparable ~~earnings~~companies ~~immediately.~~to ~~For~~those ~~all~~of ~~derivative instruments,~~ the ~~gain~~reporting orunits ~~loss~~to ~~recorded~~determine inthe ~~earnings~~range ~~is included in cost~~ of ~~sales~~trailing ~~for foreign currency contracts~~ and ~~interest~~forward ~~expense for interest rate swaps~~multiples. The ~~cash~~selected ~~flows~~range ~~related~~of tomultiples ~~all derivative instruments~~ are ~~reported~~then asmultiplied ~~operating~~by ~~activities in~~ the ~~statement~~LTM ofand ~~cash~~projected ~~flows.~~following ~~For~~year ~~more~~EBITDA ~~information~~of ~~about~~these ~~our~~reporting ~~derivative instruments~~units ~~and hedging activities, see Note 11~~ to ~~the~~determine ~~Company’s~~fair ~~Consolidated Financial Statements~~value.

~~Stock-Based Compensation.~~• ~~Employee~~Market ~~stock-based~~Transaction ~~compensation,~~Approach: ~~which~~We isassess ~~described~~EBITDA ~~more~~multiples ~~fully~~realized in ~~Note~~actual 16purchase totransactions ~~the~~of ~~Company’s~~comparable ~~Consolidated~~companies ~~Financial~~when ~~Statements,~~preparing isthis ~~accounted~~valuation ~~for in accordance with GAAP~~methodology. ~~The~~After ~~Company’s~~adjusting ~~primary~~these ~~types~~multiples ofto ~~stock-based compensation~~account ~~include~~for ~~employee~~the ~~stock~~current ~~options~~economic ~~and~~climate ~~restricted~~versus ~~stock.~~the ~~Fair~~period ~~value~~during iswhich ~~determined at~~ the ~~date~~transactions ofoccurred, ~~grant~~they ~~and~~are isapplied ~~recorded~~to asthe ~~compensation~~LTM ~~expense~~EBITDA ~~over~~of the ~~requisite~~reporting ~~service~~units ~~period.~~to determine fair value.

~~Pension~~Equal ~~and~~weightings Other Postretirement Benefits. The Company maintains various defined benefit pension and postretirement plans for our employees. These plans include significant pension and postretirement benefit obligations, which are ~~calculated~~assigned ~~based~~to onthe ~~actuarial~~aforementioned ~~valuations.~~model ~~Key~~results ~~assumptions~~to ~~used~~arrive inat ~~determining~~a ~~these~~final ~~obligations~~fair ~~and~~value ~~related expenses include expected~~estimate ~~long-term rates~~ of return on plan assets, discount rates and healthcare projection costs. The Company evaluates and updates these assumptions annually. The Company also makes assumptions regarding employee demographic factors such as retirement patterns, mortality, turnover and the ~~rate~~reporting ~~of compensation increases~~unit.

The ~~Company~~goodwill ~~recognizes~~impairment ~~the~~analysis ~~overfunded~~uses ora ~~underfunded status~~two-step ofprocess. ~~our~~The ~~defined~~first ~~benefit~~step ~~pension~~is ~~and~~to ~~postretirement~~identify ~~benefits~~if ~~plans~~a onpotential impairment is indicated by comparing the ~~statement~~fair value of ~~financial~~the ~~position~~reporting unit with aits ~~corresponding~~carrying ~~adjustment~~amount, toincluding ~~accumulated~~goodwill. ~~other~~If ~~comprehensive~~the ~~income~~fair ~~(loss).~~value ~~Actuarial~~of ~~gains~~a ~~and~~reporting ~~losses~~unit ~~that~~exceeds ~~are~~its ~~not~~carrying ~~immediately recognized~~amount, asthe ~~net~~goodwill ~~periodic~~of ~~benefit~~the ~~cost~~reporting ~~are~~unit ~~recognized~~is asnot aconsidered ~~component~~to be impaired and the second step of ~~other~~the ~~comprehensive~~impairment ~~income~~test ~~(loss)~~is ~~and~~not ~~amortized~~necessary. ~~into~~However, ~~net~~if ~~periodic~~the ~~benefit~~carrying ~~cost~~amount inof ~~future~~a ~~periods.~~reporting ~~For~~unit ~~more~~exceeds ~~information~~its ~~about~~fair value, the ~~Company’s~~second ~~pension~~step ~~and~~is ~~other~~performed ~~postretirement benefits,~~for ~~see~~that ~~Note~~reporting 15unit to determine if goodwill is impaired and to measure the ~~Company’s~~amount ~~Consolidated~~of ~~Financial~~impairment ~~Statements~~loss that should be recognized, if any.

~~Foreign~~The ~~Currency~~second ~~Translation. The~~step, ~~functional~~if ~~currency~~necessary, compares the implied fair value of ~~certain~~the ~~foreign~~reporting ~~subsidiaries~~unit’s isgoodwill with the ~~applicable~~carrying ~~local~~amount ~~currency~~of that reporting unit’s goodwill. The ~~translation~~process ~~from~~of determining such implied fair value of goodwill involves allocating the ~~applicable~~reporting ~~foreign~~unit’s ~~currencies~~fair value as determined in step one to ~~U.S.~~all ~~dollars~~of isthe ~~performed~~reporting ~~for~~unit’s ~~balance~~assets ~~sheet~~and ~~accounts~~liabilities. ~~using~~If ~~exchange~~the ~~rates~~implied infair ~~effect~~value atof goodwill exceeds the ~~balance sheet~~carrying ~~date~~amount, ~~and~~then ~~for~~goodwill ~~revenue~~is ~~and~~not ~~expense~~considered ~~accounts~~impaired. ~~using~~However, aif ~~weighted-average~~the ~~exchange~~carrying ~~rate~~amount ~~during~~of goodwill exceeds the ~~period~~implied fair value, an impairment loss is recognized in an amount equal to that excess.

3Impairments of indefinite-lived intangible assets are recognized when events or changes in circumstances indicate that the carrying amount of the asset, or related groups of assets, may not be recoverable, and our estimate of discounted cash flows over the assets’ remaining useful lives is less than the carrying value of the assets. ~~Recent~~The ~~Accounting~~fair ~~Pronouncements~~value of these intangibles is measured using the relief-from-royalty method. This method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate based on an analysis of empirical, market-derived royalty rates for comparable companies and an analysis of the profitability of the underlying businesses utilizing the name and related marks. The market-derived royalty rate is then applied to estimate the royalty savings. The net after-tax royalty savings are discounted using the weighted-average cost of capital of our Business and General Aviation segment. Any excess carrying value over the fair value represents the amount of impairment.

InSee ~~September 2009, the Financial Accounting Standards Board (“FASB”) issued an update to the authoritative guidance for revenue recognition related to multiple-deliverable arrangements. This~~additional ~~update~~disclosure ~~removes the objective-and-reliable-evidence-~~of~~-fair-value~~ ~~criterion~~these ~~from~~analyses ~~the~~in ~~separation~~Note ~~criteria~~6 ~~used~~ to ~~determine~~our ~~whether~~Consolidated anFinancial ~~arrangement~~Statements ~~involving~~including ~~multiple deliverables contains more than one unit of accounting, replaces references to “fair value” with “selling price” to distinguish from~~ the ~~fair~~impairment ~~value~~charges ~~measurements~~recorded ~~required~~during ~~under~~ the authoritative guidance for fair value measurements and disclosures, provides a hierarchy that entities must use to estimate the selling price, eliminates the use of the residual method for allocation, and expands the ongoing disclosure requirements. This update is effective in fiscal years ~~beginning on or after June 15, 2010 and can be applied prospectively or retrospectively. The Company adopted this policy during the year~~ ended December 31, 2011, 2010 onand ~~a prospective basis~~2009.

~~In January~~Impairment ~~2010, the FASB issued new standards in the ASC topic on Fair Value Measurements and Disclosures. These standards require new disclosures on the amount and reason for transfers in and out~~ of ~~Level~~Long-lived 1Assets and 2 fair value measurements. The standards also require disclosure of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements. The standards also clarify existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. The new disclosures regarding Level 1 and 2 fair value measurements and clarification of

Upon indication of possible impairment, we evaluate the recoverability of held for use long-lived assets by measuring the carrying amount of the assets against the related estimated undiscounted future cash flows. When an evaluation indicates that the future undiscounted cash flows are not sufficient to recover the carrying value of the asset, the asset is written down to its estimated fair value. In order for long-lived assets to be considered held-for-disposal, management must have committed to a plan to dispose of the assets. Once deemed held-for-disposal, the assets are stated at the lower of carrying amount or net realizable value.

See additional disclosure of these analyses in Notes 5 and 6 to our Consolidated Financial Statements including the impairment charges recorded during the years ended December 31, 2011, 2010 and 2009.

Notes Payable, Revolver and Current Portion of Long-Term Debt

Notes payable, revolver and current portion of long-term debt consist of the balances due on promissory notes related to a third party financing arrangement and the portion of our debt due within twelve months of the balance sheet date. Refer to Note 10 for additional information about our notes payable, revolver and the current portion of long-term debt.

~~existing~~Advance ~~disclosures~~Payments ~~were~~and ~~effective~~Billings for the Company beginning with the Company’s Form 10-Q for the first quarter of 2010. The adoption of this standard did not have a material impact on the Company’s financial statements. The disclosures about the rollforward of information in ~~Level~~Excess ~~3 are required for the Company with its first interim filing in 2011. The Company does not expect the adoption~~ of ~~this~~Costs ~~standard~~Incurred ~~to have a material impact on its financial statements.~~

~~Other~~Advance ~~new~~payments ~~pronouncements~~and ~~issued~~billings ~~but~~in ~~not~~excess ~~effective~~of ~~until~~costs ~~after~~incurred ~~December 31,~~represents ~~2010~~cash ~~are not~~collected ~~expected~~from tocustomers ~~have~~in aadvance ~~material~~of ~~effect~~revenue recognition and consists of deposits on ~~our~~commercial ~~financial~~aircraft ~~position~~contracts, ~~results~~advances ofand ~~operations~~performance-based payments from government or ~~cash~~special ~~flows~~mission customers in excess of recorded cost and recognized margin.

4.Fair ~~Sale~~Value of ~~Fuel~~Financial ~~and~~Instruments ~~Line Operations~~

~~During~~A ~~the year ended December 31, 2008, the Company sold its wholly~~three-~~owned~~level ~~fuel~~valuation ~~and line operations to BBA Aviation plc for gross cash proceeds of $128.5 million. The transaction included fuel and~~hierarchy ~~line~~based ~~operations~~upon atobservable ~~seven domestic U.S. locations in: Atlanta, Georgia; Houston~~ and ~~San~~unobservable ~~Antonio,~~inputs ~~Texas;~~is ~~Indianapolis,~~used ~~Indiana;~~for ~~Tampa,~~fair ~~Florida;~~value ~~Van Nuys, California; and Wichita, Kansas~~measurements. ~~The~~Observable ~~Company~~inputs ~~retained~~reflect ~~its~~market ~~factory-owned~~data ~~maintenance~~obtained ~~and~~from ~~customer support~~independent ~~facilities at these locations. Operations in Little Rock~~sources, ~~Arkansas;~~while ~~Chester,~~unobservable ~~England,~~inputs ~~U.K.;~~reflect ~~and~~market ~~Toluca,~~assumptions ~~Mexico~~based ~~were~~on ~~not affected. Sales recorded for~~ the ~~fuel~~best ~~and~~evidence ~~line operations, which are included in the Customer Support segment, were $48~~available.5 ~~million~~These ~~for~~two ~~our~~types ~~period~~ of ~~ownership~~inputs ~~during~~create the ~~year~~following ~~ended~~fair ~~December 31,~~value ~~2008.~~hierarchy: ~~The Company recorded an immaterial loss on the sale of the fuel and line operations. The fuel and line operations did not qualify as a discontinued operation.~~

5. Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) consisted of the following:

	December 31, 2010									December 31, 2009									December 31, 2008
(In millions)	GrossAmount			Tax BenefitProvision			Net			GrossAmount			Tax BenefitProvision			Net			GrossAmount			Tax BenefitProvision			Net
Net loss on pension and other benefits	$	(235.8	)	$	(32.2	)	$	(268.0	)	$	(181.9	)	$	(32.2	)	$	(214.1	)	$	(233.1	)	$	(16.0	)	$	(249.1	)
Prior service cost		(15.6	)		(0.2	)	$	(15.8	)		(18.9	)		(0.2	)		(19.1	)		(26.6	)		(1.8	)		(28.4	)
Unrealized loss on cash flow hedges		(12.9	)		(8.5	)	$	(21.4	)		(27.8	)		(8.5	)		(36.3	)		(133.5	)		7.0			(126.5	)
Foreign currency translation		(5.8	)		0.6		$	(5.2	)		(5.2	)		0.6			(4.6	)		(6.5	)		1.2			(5.3	)
Total	$	(270.1	)	$	(40.3	)	$	(310.4	)	$	(233.8	)	$	(40.3	)	$	(274.1	)	$	(399.7	)	$	(9.6	)	$	(409.3	)

During the year ended December 31, 2009, the Company recorded income tax expense of $28.8 million in other comprehensive loss, with a corresponding income tax benefit in the statement of operations, as a result of applying intraperiod tax allocation rules. As of December 31, 2009, the Company had released $1.9 million of tax benefit related to foreign currency forward contracts that matured in 2009 from other comprehensive loss as a result of establishing a valuation allowance. The Company expects to record income tax expense of $8.5 million in 2011 related to the release of tax expense lodged in other comprehensive loss on foreign currency forward contracts and interest rate swaps that will mature in 2011.

6. Fair Value Measurements

Effective January 1, 2008, the Company adopted a newly issued accounting standard for fair value measurements. The standard defines fair value, establishes a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. The Company performed an analysis of all existing financial assets and financial liabilities measured at fair value on a recurring basis to determine the significance and character of all inputs used to determine their fair value. Financial instruments carried at fair value on the Company’s balance sheet include cash and cash equivalents and derivatives. The Company’s other financial instruments, including accounts receivable, prepaid expenses, accounts payable, accrued interest payable, short-term borrowings and long-term debt, are carried at cost or amortized cost. The carrying values of the Company’s short-term receivables, prepaid expenses, accrued interest payable and payables approximate their fair value because of their nature and respective maturity dates or durations.

The Company also uses derivatives to manage foreign currency risk and interest rate risk for non-trading purposes. The Company carries the instruments at fair value on our balance sheet. The derivatives section below details the Company’s derivatives and fair values as of December 31, 2010. The fair values are classified as long-term or short-term based on anticipated settlement date. Any change in fair value is included in income or accumulated other comprehensible income, depending upon the designation of the derivative as a cash flow hedge.

The Company carries its long-term debt at amortized cost. The table below details the long-term debt and fair values as of December 31, 2010 and 2009. The fair value of long-term debt is estimated based on prices provided by quoted markets and third-party brokers.

The standard establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories:

Level 1 Inputs – Quoted prices for identical assets and liabilities in active markets.

Level 3 Inputs – Unobservable inputs reflecting the entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

~~The~~Refer ~~following~~to ~~table~~Note ~~presents~~12 ~~financial~~for ~~assets and~~additional ~~liabilities~~information ~~measured~~about atthe fair value onof aour ~~recurring~~financial ~~basis:~~instruments.

	December 31, 2010							December 31, 2009
(In millions)	(Level 1)		(Level 2)			(Level 3)		(Level 1)		(Level 2)			(Level 3)
Assets
Cash equivalents	$	395.7	$	—		$	—	$	559.7	$	—		$	—
Total	$	395.7	$	—		$	—	$	559.7	$	—		$	—
Liabilities
Foreign currency forward contracts	$	—	$	—		$	—	$	—	$	(28.0	)	$	—
Interest rate swaps		—		(8.6	)		—		—		(20.9	)		—
Total	$	—	$	(8.6	)	$	—	$	—	$	(48.9	)	$	—

Derivative Instruments

~~The~~We use derivative instruments in the form of foreign currency forward contracts and ~~the~~ interest rate ~~swaps~~swap ~~were~~agreements ~~recorded~~to athedge ~~fair~~our ~~value~~economic exposure to changes in the variability of future cash flows attributable to changes in foreign exchange rates and interest rates. Foreign currency forward contracts are used to hedge forecasted vendor payments in foreign currency, and interest rate ~~Company’s~~swaps ~~statement~~are used to hedge forecasted interest payments and the risk associated with changing interest rates of ~~financial~~our ~~position~~variable asrate ~~follows:~~debt. Our derivative instruments are executed with creditworthy institutions, and we do not hold or issue derivative instruments for trading or speculative purposes.

	December 31, 2010					December 31, 2009
(In millions)	ForeignCurrencyForwardContracts		InterestRateSwaps			ForeignCurrencyForwardContracts			InterestRateSwaps
Other accrued expenses-current	$	—	$	(8.6	)	$	(28.0	)	$	—
Other long-term liabilities		—		—			—			(20.9	)
Net derivative liability	$	—	$	(8.6	)	$	(28.0	)	$	(20.9	)

When appropriate, we designate our derivative instruments as cash flow hedges. At inception, we document the hedging relationship, as well as our risk-management objective and strategy for undertaking the hedging transaction. We assess whether the derivative instrument is highly effective in offsetting changes in the hedged item at hedge inception and on an ongoing basis. Derivative instruments are recognized on the balance sheet at fair value. For derivative instruments designated as cash flow hedges, the effective portion of the change in fair value of the derivative instruments is recorded in Accumulated other comprehensive loss, and any ineffective portion is recorded in earnings. At maturity, amounts in Accumulated other comprehensive loss are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. We may occasionally hold foreign currency forward contracts for economic purposes that are not designated for hedge accounting treatment. Changes in fair value of these derivative instruments are recorded in earnings immediately.

~~Derivative~~For ~~financial~~all derivative instruments, ~~are~~the ~~valued~~gain ~~using~~or anloss ~~income~~for ~~valuation approach. The fair value of the~~ foreign currency forward contracts is ~~calculated~~recorded asin ~~the~~Cost ~~present value~~ of ~~the~~sales ~~forward~~and ~~rate less~~ the ~~contract~~gain ~~rate~~or ~~multiplied~~loss byfor ~~the notional amount. The fair value of the~~ interest rate swaps is ~~derived~~recorded ~~from~~in ~~discounted~~Interest ~~cash flow analyses based on the terms of the contract and the interest rate yield curve~~expense. The ~~fair~~cash ~~value~~flows ~~measurements~~related ~~also~~to ~~incorporate~~all ~~credit~~derivative ~~risk.~~instruments ~~For~~are ~~derivatives~~reported inas aoperating ~~liability~~activities ~~position, the Company incorporated its own credit risk, and, for derivatives~~ in anour ~~asset~~Consolidated ~~position,~~Statements ~~the~~of ~~counterparty’s~~Cash ~~credit risk is incorporated~~Flows. ToRefer ~~measure credit risk, the Company modifies its discount rate~~ to ~~include~~Note ~~the~~7 ~~applicable credit spread, which is calculated as the difference between the relevant entity’s yield curve (or average yield curve~~ for ~~similarly~~additional ~~rated~~information ~~companies,~~about ifour ~~the specific entity’s yield curve is not available) and LIBOR, for the~~ derivative. ~~Significant~~instruments ~~inputs to these valuation models include forward rates, interest rates~~ and ~~yield~~hedging ~~curves, which are obtained from third-party pricing services~~activities. These inputs are derived principally from, or corroborated by, other observable market data and are therefore considered to be Level 2 inputs. The Company’s valuations do not include any significant Level 3, or unobservable, inputs.

Share-Based Compensation

Our primary types of share-based compensation include employee stock options and restricted stock. Share-based compensation expense is measured at the grant date based on the calculated fair value of the award. The expense is recognized over the requisite service period, which is generally the vesting period of the award. We use the graded vesting method to amortize compensation expense for awards with a service condition. Compensation expense for awards with a performance condition is recognized in the period in which the performance condition is being measured. The related excess tax benefit received upon exercise of stock options or vesting of restricted stock, if any, to be reflected in our Consolidated Statements of Cash Flows as a financing activity rather than as an operating activity. Refer to Note 15 for additional information about our

employee share-based compensation.

Product Warranty

Warranty provisions related to aircraft deliveries on contracts accounted for using a percentage-of-completion method to measure progress towards completion are recorded as contract costs as the warranty work is performed. The estimation of these costs is an integral part of the revenue recognition process for these contracts.

Pension and Other Postretirement Benefits

We maintain various defined benefit pension and postretirement plans for our employees. These plans include significant pension and postretirement benefit obligations, which are calculated based on actuarial valuations. Key assumptions used in determining these obligations and related expenses include expected long-term rates of return on plan assets, discount rates and projected healthcare costs. We also make assumptions regarding employee demographic factors such as retirement patterns, mortality, turnover and the rate of compensation increases. We evaluate and update these assumptions annually.

We recognize the overfunded or underfunded status of our defined benefit pension and postretirement benefits plans on our Consolidated Statements of Financial Position with a corresponding adjustment to Accumulated other comprehensive loss. Actuarial gains and losses that are not immediately recognized as a net periodic benefit cost are recognized as a component of Accumulated other comprehensive loss and amortized into net periodic benefit cost in future periods. Refer to Note 14 for additional information about our pension and other postretirement benefits.

Foreign Currency Translation

The functional currency of our foreign subsidiaries is the applicable local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted-average exchange rate during the period.

3.	Recent Accounting Pronouncements

In August 2011, the FASB approved a revised accounting standard update intended to simplify how an entity tests goodwill for impairment. The amendment will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This accounting standard update will be effective beginning in the first quarter of fiscal 2012 and early adoption is permitted. We do not believe that the adoption of this standard will have a material impact on our financial statements.

In June 2011, the FASB issued new accounting guidance, which eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. Instead, an entity will be required to present items of net income and other comprehensive income in one continuous statement or in two separate, but consecutive, statements. The standard is effective for fiscal years beginning after December 15, 2011. We will adopt this standard in the first quarter of fiscal 2012. We do not believe that the adoption of this standard will have a material impact on our financial statements.

In May 2011, the FASB issued a new accounting standard update, which amends the fair value measurement guidance and includes some enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for Level 3 measurements based on unobservable inputs. The standard is effective for fiscal years beginning after December 15, 2011. We will adopt this standard in the first quarter of fiscal 2012. We do not believe that the adoption of this standard will have a material impact on our financial statements.

~~The estimated fair value of long-term debt is based on indicative broker pricing~~4. ~~The following table presents the carrying amount and estimated fair value of long-term debt in accordance with the accounting standard for fair value measurements:~~ Inventories

	December 31, 2010				December 31, 2009
(In millions)	CarryingAmount		FairValue		CarryingAmount		FairValue
Senior secured term loan (including current portion)	$	1,251.3	$	1,091.7	$	1,264.3	$	938.7
Incremental secured term loan due 2014		188.2	$	186.4		188.0		184.2
Senior fixed rate notes		182.9	$	140.4		182.9		128.7
Senior PIK-election notes		302.6	$	230.0		288.7		176.1
Senior subordinated notes		145.1	$	82.4		145.1		92.9
Total	$	2,070.1	$	1,730.9	$	2,069.0	$	1,520.6

The following table summarizes the components of Inventories:

The following table presents non-financial assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2010:


	As of December 31,
*(In millions)*	2011		2010
Finished goods	$	212.0	$	165.3
Work in process		737.3		663.5
Materials and purchased parts		218.7		231.1

Total	$	1,168.0	$	1,059.9

	December 31, 2010
(In millions)	Total		(Level 1)		(Level 2)		(Level 3)		TotalGains(Losses)
Goodwill	$	259.5	$	—	$	—	$	259.5	$	—
Indefinite-lived intangible assets		340.0		—		—		340.0		(13.0	)
Definite-lived assets held for use		599.4		—		—		599.4		(3.6	)
Total	$	1,198.9	$	—	$	—	$	1,198.9

Net noncash transfers of $7.9 million for the year ended December 31, 2011, and $8.0 million for the year ended December 31, 2010, for aircraft physically transferred from inventory to property, plant and equipment were excluded from changes in inventories in our Consolidated Statements of Cash Flows.

~~The~~In ~~following~~response ~~table~~to ~~presents~~the ~~non-financial~~challenging ~~assets~~market, ~~and~~in ~~liabilities~~December ~~measured~~2011, atwe ~~fair~~slowed ~~value~~the onpace aof the Hawker 200 certification program until indicators ~~non-recurring~~reflect ~~basis~~a ashealthier oflight ~~December 31~~jet market. At the same time, ~~2009:~~the decision was made to temporarily halt production of the Hawker 750 until market demand improves.

	December 31, 2009
(In millions)	Total		(Level 1)		(Level 2)		(Level 3)		TotalGains(Losses)
Goodwill	$	259.5	$	—	$	—	$	259.5	$	(340.1	)
Indefinite-lived intangible assets		352.8		—		—		352.8		(108.2	)
Definite-lived assets held for use		603.0		—		—		603.0		(73.0	)
Total	$	1,215.3	$	—	$	—	$	1,215.3

As a result of these decisions, we reviewed the inventory on hand related to each of these product lines. It was determined that the inventory related to these products was impaired and a charge of $32.9 million was recorded during the fourth quarter of 2011.

~~The~~5. ~~losses shown in the table above reflect impairment charges recorded during the years ended December 31~~Property, ~~2010~~Plant and ~~2009. Refer to Note 9 to the Company’s Consolidated Financial Statements~~Equipment, ~~“Goodwill and Intangibles” for further information.~~ net

7.The ~~Product~~following ~~Warranty~~table summarizes the components of Property, plant and equipment (“PP&E”), net:


	As of December 31,
*(In millions)*	2011		2010
Land	$	27.0	$	27.0
Buildings and leasehold improvements		161.3		160.8
Aircraft and autos		68.4		59.5
Furniture, fixtures and office equipment		7.9		7.8
Tooling		175.8		411.3
Machinery and equipment		110.1		106.5
Construction in process		38.2		18.0

		588.7		790.9
Less accumulated depreciation		248.5		308.7

Property, plant and equipment, net	$	340.2	$	482.2

~~Activity~~Depreciation ~~related~~expense towas ~~commercial~~$89.0 ~~aircraft and parts warranty provisions~~million, ~~the~~$90.6 ~~majority~~million ofand ~~which~~$91.0 ismillion ~~recorded~~for inthe ~~other~~years ~~long-term liabilities~~ended onDecember 31, ~~the balance sheet~~2011, ~~was~~2010 asand ~~follows:~~2009.

(In millions)	December 31,2010			December 31,2009
Beginning balance	$	67.9		$	67.3
Accrual for aircraft and part deliveries		21.5			27.2
Reversals related to prior period deliveries		(0.6	)		(3.2	)
Warranty services provided		(26.8	)		(23.4	)
Ending balance	$	62.0		$	67.9

In conjunction with the impairment testing of our goodwill and indefinite-lived intangible assets discussed subsequently, we also performed an analysis of the potential impairment and re-assessed the remaining asset lives of other identifiable equipment, particularly the Hawker Jet tooling. The analysis and re-assessment resulted in an impairment charge of $98.5 million due to a decrease in expected cash flows from the products underlying the recorded asset values due to reduced production volume and downward pricing pressures. The impairment tests were performed during the fourth quarter due to poor operating performance during the quarter, decreases in future projections, and decisions by us to slow-down or cease production of certain aircraft during the quarter. These items, when taken together, caused management to determine that impairment testing was required during the fourth quarter.

For the year ended December 31, 2010, we analyzed our PP&E for potential impairment and re-assessed the remaining asset lives. The testing resulted in an impairment charge of $9.0 million related to tooling assets due to a decrease in expected cash flows attributable to the Hawker 400XP product line as a result of reduced production plans. The testing also indicated a

~~Warranty~~ need ~~provisions related~~ to ~~aircraft~~reduce ~~deliveries~~the onlives ~~contracts~~of ~~accounted~~certain ~~for~~operating ~~using~~plants ~~the cost-~~to~~-cost~~ ~~method~~have toa ~~measure~~remaining ~~progress~~useful ~~towards~~life ~~completion are recorded as contract costs as the warranty work is performed. The estimation~~ of ~~these~~one ~~costs~~year isbased anon ~~integral~~our ~~part~~decision ofto ~~the~~relocate ~~revenue~~certain ~~recognition~~operating ~~process for these contracts~~activities.

86. ~~Inventories~~Goodwill and Intangibles

~~Inventories~~Goodwill ~~consisted of the following:~~

(In millions)	December 31,2010		December 31,2009
Finished goods	$	165.3	$	157.4
Work in process		663.5		811.2
Materials and purchased parts		231.1		330.3
Total	$	1,059.9	$	1,298.9

Our goodwill balance of $193.5 million resides in the Trainer/Attack Aircraft and Customer Support segments. We test goodwill for impairment at least annually during the fourth quarter of each calendar year. However, certain factors may result in the need to perform an impairment test more frequently. There were no impairment “triggers” identified prior to the annual testing during 2011. Therefore, we performed the annual testing of the goodwill for impairment during the fourth quarter. As a result of that testing, we concluded that it was more likely than not that the fair value of one of our business segments had been reduced below its carrying value

~~Net~~The ~~non-cash~~assumptions, ~~transfers~~inputs ofand ~~$8.0~~judgments ~~million~~used ~~for~~in performing the ~~twelve~~valuation ~~months~~analysis ~~ended~~are ~~December 31,~~inherently ~~2010~~subjective ~~were~~and ~~excluded~~reflect ~~from~~estimates based on ~~changes~~known infacts ~~inventories~~and incircumstances at the ~~statement~~time ofwe ~~cash~~perform ~~flows~~the ~~for~~valuation. ~~aircraft~~These ~~physically~~estimates ~~transferred~~and ~~from~~assumptions ~~inventory~~primarily include, but are not limited to, ~~property~~the discount rate, ~~plant~~terminal ~~and~~growth ~~equipment.~~rate, ~~Net~~earnings ~~non-cash~~before ~~transfers~~interest, oftaxes, ~~$21.5~~depreciation ~~million~~and ~~for~~amortization, or ~~the~~EBITDA, ~~twelve~~and ~~months~~capital ~~ended~~expenditures ~~December 31~~forecasts. The use of different assumptions, ~~2009~~inputs ~~were~~and ~~excluded~~judgments, ~~from~~ or changes in ~~inventories~~circumstances, incould materially affect the ~~statement~~results of ~~cash~~the ~~flows~~valuation. Due ~~for~~to ~~aircraft~~the ~~physically~~inherent ~~transferred~~uncertainty ~~from~~involved ~~property~~in making these estimates, ~~plant~~actual ~~and~~results ~~equipment~~could todiffer ~~inventory~~from our estimates. The following is a description of the valuation methodologies we used to derive the fair value of the reporting units:

9• Income Approach: To determine fair value, we discounted the expected cash flows of the reporting units. ~~Goodwill~~We calculated expected cash flows using annual revenue growth rates based on management projections. For each of the tests performed during the year, we used a three percent annual growth rate. We used a discount rate that approximates the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in the respective operations and ~~Intangibles~~the rate of return an outside investor would expect to earn. This rate was 14.5% for the Customer Support segment and 10% for the Trainer/Attack Aircraft segment. To estimate cash flows beyond the final year of our model, we used a terminal value and incorporated the present value of the resulting terminal value into our estimate of fair value.

~~The~~• ~~Company’s~~Market-Based ~~goodwill~~Approach: ~~balance~~We ofused ~~$259.5 million resides in~~ the ~~Trainer/Attack~~guideline ~~Aircraft~~company ~~($222.0~~method, ~~million)~~which ~~and~~focuses ~~Customer~~on ~~Support~~comparing ~~($37.5~~our ~~million)~~risk ~~segments.~~profile ~~The~~and ~~Company~~growth ~~performed~~prospects, ~~the~~to ~~annual~~select ~~test~~reasonably ~~for~~similar/guideline ~~both segments~~publicly ~~during~~traded ~~the fourth quarter with no indication of impairment~~companies. InUsing ~~both reporting units,~~ the ~~calculated~~guideline ~~fair~~company ~~value~~method, ~~exceeded~~we ~~the~~selected ~~carrying~~revenue ~~value~~multiples ofbelow the ~~net~~median ~~assets~~for byour ~~more~~comparable ~~than 25%~~companies.

•

Transaction-Based Approach: We assessed EBITDA multiples realized in actual purchase transactions of comparable companies and applied multiples to the low end of the range of comparable transactions.

Equal weightings were assigned to each of the aforementioned model results, judgmentally allocated based on the observability and reliability of the inputs, to arrive at a final fair value estimate of the reporting unit. The first step of our impairment analysis indicated that the fair value the Company’s Customer Support reporting unit exceeded its carrying value. The Company’s Trainer/Attack Aircraft reporting unit, however, had a fair value less than its carrying value. Accordingly, we performed the second step analysis as described in our summary of significant accounting policies footnote.

As a result of our analysis, we concluded that the implied fair value of the goodwill of our Trainer/Attack Aircraft segment was $156.0 million. Accordingly, we recorded an impairment charge of $66.0 million during the year ended December 31, 2011 to reduce the carrying value to the implied fair value. The primary cause of the goodwill impairment was the overall decline in the market value of the segment as a result of the adverse global economic conditions and expected decreased production as a result of the JPATS contract nearing its conclusion.

During the year ended December 31, 2009, the Company concluded that it was more likely than not that the fair value of one of its Business and General Aviation segment had been reduced below its carrying value. Accordingly, the Company performed an interim review of the value of its goodwill and indefinite-lived intangible assets during the third quarter of 2009. Based on this analysis, the Company concluded the implied fair value of the goodwill of its Business and General Aviation segment was zero. This resulted in the Company recording an impairment charge of $340.1 million during the year ended December 31, 2009. The primary cause of the goodwill impairment was the overall decline in the market value of the segment resulting from adverse global economic conditions and the Company’s expectations as to the timing of a recovery in the general aviation market.

Indefinite-Lived Intangible Assets

The Company’s indefinite-lived intangible assets reside in the Business and General Aviation segment. During the fourth quarter, the Company performed its annual impairment test by comparing the assets’ fair values to their carrying amounts. Based on this analysis, the Company recorded a non-cash impairment charge of $13 million to reduce the carrying value of our Beechcraft trade name. This decrease in value was attributable primarily to the Company’s decision in the fourth quarter of 2010 to rebrand the Premier 1A, currently a Beechcraft model line, as a Hawker 200 in 2012. A 5% decrease in total projected royalties, or a 1% increase in the discount rate, would have resulted in additional impairments of $6 million and $10 million, respectively. This analysis also indicated the fair value of the Hawker brand name was equal to its carrying value. A 5% decrease in total projected royalties, or a 1% increase in the discount rate, would have resulted in an impairment charge of $10 million and $17 million, respectively.

During the year ended December 31, 2009, the Company performed an assessment of the fair value of its indefinite-lived intangible assets and recorded non-cash impairment charges of $107.8 million related to the “Hawker” trade name and $0.4 million related to the “Bonanza” trade name to reduce the carrying values to fair value. The impairment was caused by a decrease in the expected cash flows from the underlying products as a result of the depressed business and general aviation market and resulting reduced production volumes and downward pricing pressure.

~~Changes~~The following table summarizes changes in the net carrying ~~amount~~value of ~~indefinite-lived intangible assets were as follows~~goodwill:

(In millions)	Business andGeneralAviation
	Business and			Trainer/
Balance at January 1, 2009
	General			Attack			Customer
Trademarks / trade names - indefinite lives	$	461.0
(In millions)	Aviation			Aircraft			Support		Total
Intangibles acquired during the year		—
Balance at January 1, 2009	$	340.1		$	222.0		$	37.5	$	599.6
Impairment losses recognized during the period		(108.2	)
Impairment losses		(340.1	)		—			—		(340.1	)
Balance at December 31, 2009		352.8
Accumulated impairment losses		(340.1	)		—			—		(340.1	)
Intangibles acquired during the year		0.2
Balance at December 31, 2009		—			222.0			37.5		259.5
Impairment losses recognized during the period		(13.0	)
Impairment losses		—			—			—		—
Balance at December 31, 2010	$	340.0
Accumulated impairment losses		(340.1	)		—			—		(340.1	)
Balance at December 31, 2010		—			222.0			37.5		259.5
Impairment losses		—			(66.0	)		—		(66.0	)
Accumulated impairment losses		(340.1	)		(66.0	)		—		(406.1	)
Balance at December 31, 2011	$	—		$	156.0		$	37.5	$	193.5

~~Definite~~Indefinite-Lived Intangible Assets

~~During~~Our ~~the~~indefinite-lived ~~fourth~~intangible ~~quarter~~assets ofreside ~~2010,~~in the ~~Company~~Business ~~announced decisions to rebrand the Beechcraft Premier 1A as the Hawker 200~~ and toGeneral ~~suspend~~Aviation ~~Hawker 400 production temporarily to realign supply with demand~~segment. ~~In response~~During tothe ~~these~~fourth ~~impairment~~quarter ~~indicators~~of 2011, ~~the~~we ~~Company~~ performed an ~~analysis~~assessment of ~~undiscounted~~the ~~cash~~fair ~~flows~~value ~~attributable~~of toour ~~their definite~~indefinite-lived intangible assets. ~~Based~~noting onthat ~~this analysis,~~ the ~~Company~~projected ~~recorded~~future adiscounted ~~$2.9~~cash ~~million~~flows ~~charge~~exceeded tothe ~~fully~~carrying ~~impair the~~ value of the ~~Premier~~tradename ~~trade~~assets ~~name~~recorded ~~and~~on athe $0balance sheet.7 ~~million~~Thus, ~~charge~~there towere ~~impair~~no ~~jet~~impairments ~~technology~~recorded ~~related~~in ~~to the Hawker 400~~2011.

During the ~~year ending~~fourth ~~December 31,~~quarter ~~2009~~of 2010, ~~the~~we ~~company~~recorded ~~also performed~~ an ~~analysis of the potential~~ impairment ~~lives~~charge of ~~its identifiable intangible assets and recorded impairment charges totaling~~ $7313.0 million to reduce the carrying value of ~~certain~~our ~~assets~~Beechcraft totrade ~~their fair values~~name. ~~The~~This ~~primary~~decrease ~~reason~~in ~~for~~value ~~the~~was ~~impairment~~attributable ~~was~~primarily ato ~~decrease~~our decision in ~~expected~~the ~~cash~~fourth ~~flows~~quarter ~~from~~of ~~the~~2010 ~~products~~to ~~underlying~~rebrand the ~~recorded~~Premier ~~asset~~1A, ~~values~~currently ~~due~~a toBeechcraft ~~reduced~~model ~~production~~line, ~~volume~~as ~~and~~a ~~downward~~Hawker ~~pricing~~200 ~~pressures~~in 2012.

~~Changes~~The following table summarizes changes in the net carrying amount of ~~definite~~indefinite-lived intangible assets ~~for the year ended December 31, 2010 are as follows~~:

(In millions)	Definite-LivedIntangibles, grossJanuary 1, 2010			AccumulatedAmortizationJanuary 1, 2010			IntangiblesAcquiredDuring thePeriod		ImpairmentLossesDuring thePeriod			AmortizationDuring thePeriod			Definite-LivedIntanbles, netDecember 31, 2010		AccumulatedImpairmentLosses
	Business and
Technological knowledge	$	309.0		$	(70.3	)	$	—	$	(0.7	)	$	(20.0	)	$	218.0	$	(71.4	)
	General
Customer relationships		228.0			(39.6	)		—		—			(14.4	)		174.0		—
(In millions)	Aviation
Computer software		44.0			(20.3	)		9.7		—			(6.3	)		27.1		—
Balance at January 1, 2010	$	352.8
Order backlog		61.0			(58.4	)		—		—			(2.6	)		—		(1.0	)
Intangibles acquired during the year		0.2
Trademarks/tradenames - definite lives		5.0			(1.6	)		—		(2.9	)		(0.5	)		—		(4.2	)
Impairment losses recognized during the period		(13.0	)
Total	$	647.0		$	(190.2	)	$	9.7	$	(3.6	)	$	(43.8	)	$	419.1	$	(76.6	)
Balance at December 31, 2010		340.0
Intangibles acquired during the year		—
Impairment losses recognized during the period		—
Balance at December 31, 2011	$	340.0

Changes in the net carrying amount of definite-lived intangible assets for the year ended December 31, 2009 were as follows:

(In millions)	Definite-LivedIntangibles, grossJanuary 1, 2009		AccumulatedAmortizationJanuary 1, 2009			IntangiblesAcquiredDuring thePeriod		ImpairmentLossesDuring thePeriod			AmortizationDuring thePeriod			Definite-LivedIntanbles, netDecember 31, 2009		AccumulatedImpairmentLosses
Technological knowledge	$	380.0	$	(45.7	)	$	—	$	(70.7	)	$	(24.6	)	$	239.0	$	(70.7	)
Customer relationships		228.0		(25.2	)		—		—			(14.4	)		188.4		—
Computer software		40.5		(12.5	)		3.5		—			(7.8	)		23.7		—
Order backlog		62.0		(43.5	)		—		(1.0	)		(14.9	)		2.6		(1.0	)
Trademarks/tradenames - definite lives		6.0		(1.1	)		—		(1.3	)		(0.5	)		3.1		(1.3	)
Total	$	716.5	$	(128.0	)	$	3.5	$	(73.0	)	$	(62.2	)	$	456.8	$	(73.0	)

Amortization expense was $43.8 million and $62.2 million for the years ended December 31, 2010 and 2009, respectively. Amortization expense is expected to approximate $38.2 million, $36.8 million, $36.2 million, $35.9 million and $35.7 million for the years ending 2011 through 2015, respectively.

~~10.~~Long-lived ~~Property,~~Intangible ~~Plant~~Assets ~~and Equipment, net~~

~~Property,~~The ~~plant~~following ~~and~~table ~~equipment,~~summarizes the changes in the net ~~consisted~~carrying amount of long-lived intangible assets for the ~~following~~year ended December 31, 2011:

(In millions)	~~December~~Definite 31LivedIntangibles,~~2010~~ grossJanuary 1, 2011		~~December~~AccumulatedAmortizationJanuary 311,~~2009~~ 2011			IntangiblesAcquiredDuring theYear		ImpairmentLossesDuring theYear			AmortizationDuring theYear			Definite-LivedIntangibles, NetDecember 31, 2011		AccumulatedImpairmentLosses
Land	$	27.0	$	29.5
Technological knowledge	$	308.3	$	(90.3	)	$	—	$	(125.2	)	$	(19.9	)	$	72.9	$	(196.6	)
Buildings and leasehold improvements		160.8		160.5
Customer relationships		228.0		(54.0	)		—		—			(14.4	)		159.6		—
Aircraft and autos		59.5		40.9
Computer software		53.7		(26.6	)		15.7		(1.0	)		(4.4	)		37.4		(1.0	)
Furniture, fixtures and office equipment		7.8		5.5
Order backlog		61.0		(61.0	)		—		—			—			—		(1.0	)
Tooling		411.3		397.5
Trademarks/tradenames - definite lives		2.1		(2.1	)		—		—			—			—		(4.2	)
Machinery and equipment		106.5		106.8
Total	$	653.1	$	(234.0	)	$	15.7	$	(126.2	)	$	(38.7	)	$	269.9	$	(202.8	)
Construction in process		18.0		29.7
	$	790.9	$	770.4
Less accumulated depreciation		308.7		220.6
Property, plant and equipment, net	$	482.2	$	549.8

~~Depreciation~~During ~~expense~~the ~~was~~fourth ~~$90.6~~quarter ~~million~~of 2011, ~~$91~~we performed an assessment of the fair value of our long-lived intangible assets noting that the carrying value of certain intangibles exceeded the fair value.0 ~~million,~~The technological knowledge associated with the Hawker Jets was found to be fully impaired. This impairment was caused by a decrease in the expected cash flows from the underlying Hawker Jet products as a result of the depressed business and ~~$85~~general aviation market and resulting reduced production volumes and downward pricing pressure.6 ~~million~~The ~~for~~tests were performed during the ~~years~~fourth ~~ended~~quarter due to ~~December 31,~~poor ~~2010~~operating performance during the quarter, ~~2009~~decreases in future projections, and ~~2008~~decisions by us to slow-down or cease production of certain aircraft during the quarter. These items, ~~respectively~~when taken together, caused management to determine that impairment testing was required during the fourth quarter.

InDuring ~~conjunction with~~ the ~~impairment~~fourth ~~testing~~quarter of ~~its~~2010, ~~goodwill~~we ~~and~~announced decisions to ~~indefinite-lived~~rebrand ~~intangible~~the ~~assets~~Beechcraft ~~discussed~~Premier ~~above,~~1A as the ~~Company~~Hawker ~~also~~200 ~~performed~~and anto ~~analysis~~suspend ofHawker ~~the~~400 ~~potential~~production ~~impairment~~temporarily ~~and~~to ~~re-assessed~~realign ~~the~~supply ~~remaining~~with ~~asset~~demand. ~~lives~~In ofresponse ~~its~~to ~~property~~these impairment indicators, ~~plant~~we ~~and~~performed ~~equipment~~an asanalysis of ~~December 31,~~undiscounted ~~2010. The~~cash ~~testing~~flows attributable to their ~~resulted~~long-lived inintangible anassets. ~~impairment~~Based ~~charge~~on ofthis analysis, we recorded a $92.09 million ~~related~~charge to ~~tooling~~fully ~~assets~~impair ~~due~~the tovalue aof ~~decrease~~the inPremier ~~expected~~trade ~~cash~~name ~~flows~~and ~~attributable~~a to$0.7 ~~the~~million ~~Hawker~~charge ~~400XP~~to ~~product~~impair ~~line~~jet astechnology arelated ~~result~~to ofthe ~~reduced~~Hawker ~~production plans~~400.

The ~~results~~following oftable summarizes the ~~remaining~~changes ~~asset~~in ~~lives re-assessment, however, indicated a need to reduce~~ the ~~lives~~net ofcarrying ~~certain~~amount ~~operating plants to have a remaining useful life~~ of ~~one~~long-lived ~~year~~intangible ~~based~~assets onfor the ~~Company’s~~year ~~decision~~ended December 31, to2010: ~~relocate certain operating activities.~~

Changes in the net carrying amount of property, plant and equipment for the twelve months ended December 31, 2010 are as follows:


*(In millions)*	Definite Lived Intangibles, gross January 1, 2010		Accumulated Amortization January 1, 2010			Intangibles Acquired During the Year		Impairment Losses During the Year			Amortization During the Year			Definite-Lived Intangibles, net December 31, 2010		Accumulated Impairment Losses
Technological knowledge	$	309.0	$	(70.3	)	$	—	$	(0.7	)	$	(20.0	)	$	218.0	$	(71.4	)
Customer relationships		228.0		(39.6	)		—		—			(14.4	)		174.0		—
Computer software		44.0		(20.3	)		9.7		—			(6.3	)		27.1		—
Order backlog		61.0		(58.4	)		—		—			(2.6	)		—		(1.0	)
Trademarks/tradenames - definite lives		5.0		(1.6	)		—		(2.9	)		(0.5	)		—

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