SEC Comment Letter 0000000000-23-003347 to Spirit AeroSystems Holdings, Inc. (SPR) (CIK 0001364885)
Spirit AeroSystems Holdings, Inc. (SPR) (CIK 0001364885)
Date: April 3, 2023 · CIK: 0001364885 · Accession: 0000000000-23-003347
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo April 3, 2023 Mark Suchinski Chief Financial Officer Spirit AeroSystems Holdings, Inc. 3801 South Oliver Wichita, KS 67210 Re:Spirit AeroSystems Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2022 Filed February 17, 2023 File No. 1-33160 Dear Mark Suchinski: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K filed February 17, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Estimates Business Combinations and Goodwill, page 41 1.We note your disclosure which states you performed your goodwill impairment analysis using the quantitative approach as of the beginning of the fourth quarter of 2022 and concluded that no impairment existed. We also note the majority of your goodwill balance was recognized in connection with the 2020 acquisition of the Bombardier Businesses and that you have subsequently sustained substantial operating losses for all periods presented. In future filings beginning with your next quarterly report, please expand your disclosure to state whether or not the fair value of your reporting units "substantially exceeds" the carrying value. To the extent any reporting unit fair values are not substantially in excess of fair values, disclose the name of those reporting units and the amount or percentage by which the fair value exceeds their carrying value.
FirstName LastNameMark Suchinski Comapany NameSpirit AeroSystems Holdings, Inc. April 3, 2023 Page 2 FirstName LastName Mark Suchinski Spirit AeroSystems Holdings, Inc. April 3, 2023 Page 2
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Mindy Hooker, Accountant, at (202)551-3732 or Kevin Stertzel, Accountant, at (202)551-3723 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
April 3, 2023
Mark Suchinski
Chief Financial Officer
Spirit AeroSystems Holdings, Inc.
3801 South Oliver
Wichita, KS 67210
Re:Spirit AeroSystems Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 17, 2023
File No. 1-33160
Dear Mark Suchinski:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K filed February 17, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Estimates
Business Combinations and Goodwill, page 41
1.We note your disclosure which states you performed your goodwill impairment analysis
using the quantitative approach as of the beginning of the fourth quarter of 2022
and concluded that no impairment existed. We also note the majority of your goodwill
balance was recognized in connection with the 2020 acquisition of the Bombardier
Businesses and that you have subsequently sustained substantial operating losses for all
periods presented. In future filings beginning with your next quarterly report, please
expand your disclosure to state whether or not the fair value of your reporting units
"substantially exceeds" the carrying value. To the extent any reporting unit fair values are
not substantially in excess of fair values, disclose the name of those reporting units and
the amount or percentage by which the fair value exceeds their carrying value.
FirstName LastNameMark Suchinski
Comapany NameSpirit AeroSystems Holdings, Inc.
April 3, 2023 Page 2
FirstName LastName
Mark Suchinski
Spirit AeroSystems Holdings, Inc.
April 3, 2023
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Mindy Hooker, Accountant, at (202)551-3732 or Kevin Stertzel,
Accountant, at (202)551-3723 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing