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                             July 15, 2022

       Mark Suchinski
       Chief Financial Officer
       Spirit AeroSystems Holdings, Inc.
       3801 South Oliver
       Wichita, Kansas 67210

                                                        Re: Spirit AeroSystems
Holdings, Inc.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2021
                                                            Response Dated June
22, 2022
                                                            File No. 001-33160

       Dear Mr. Suchinski:

              We have reviewed your June 22, 2022 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments 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
       comments apply to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       June 9, 2022 letter.

       Response Dated June 22, 2022

       Risk Factors, page 14

   1.                                                   We note your response
to prior comment two. Please further address the following:

                                                              Please clearly
identify the transition risks you have considered, including those
                                                            identified in our
comment, and tell us how you evaluated them, providing support for
                                                            your determinations
of materiality.

                                                              Your response
indicates that your SEC filings address the impacts climate-change
                                                            and associated
regulations may potentially have on you. Please provide references to
                                                            the relevant
disclosure, such as the risks that your existing products may be replaced
                                                            by products you do
not currently manufacture and that you may be required to make
 Mark Suchinski
FirstName  LastNameMark  Suchinski
Spirit AeroSystems Holdings, Inc.
Comapany
July       NameSpirit AeroSystems Holdings, Inc.
     15, 2022
July 15,
Page  2 2022 Page 2
FirstName LastName
              material investments. In this regard, the risk factor on page 21
relating to climate
              change appears to focus on legislative and regulatory initiatives
and the severity and
              frequency of natural disasters.

                Your response identifies an industry-wide goal of carbon
neutrality by 2050. Please
              tell us how you considered disclosing the transition risks
relating to this goal and the
              potential consequences to the company. Provide more information
regarding the
              potential declines in product demand, replacement of products,
and material
              investments, including expected timing.

                We note from your response that you are not in a position to
specifically quantify the
              potential future financial statement risks or benefits of
transitioning to an entirely
              low-carbon portfolio due to the "early stage of determining what
products may be
              required and the long-cycle nature" of your business. Please tell
us how you
              considered disclosing these uncertainties and the associated
risks.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
38

2.       We note from your response to prior comment four that the projects in
your sustainability
         report were not considered to be either qualitatively or
quantitatively material. Provide us
         with additional detail to support this statement, including the
quantitative information
         requested in our prior comment.
3.       We note your response to prior comment five. Please provide additional
information
         explaining how you considered providing disclosure regarding the
indirect consequences
         of climate-related regulation or business trends, including with
regard to the individual
         items noted in our prior comment. Additionally, please clarify whether
commitments by
         your primary customers to achieve carbon neutrality targets are
expected
         to impact demand, competition, or opportunities, or have other
indirect consequences.
4.       We note your response to prior comment six and reissue in part. Please
provide
         quantitative information for each of the periods covered by your Form
10-K to
         substantiate your conclusion that weather-related damages to your
property or operations
         and the cost of insurance were not material, and explain whether
increased amounts are
         expected in future periods.
5.       We note from your response to prior comment eight that you do not
currently purchase or
         sell a material amount of carbon credits or offsets. Please provide us
with additional
         detail regarding your purchases or sales of carbon credits or offsets,
including the
         quantitative information requested in our prior comment.
 Mark Suchinski
Spirit AeroSystems Holdings, Inc.
July 15, 2022
Page 3

       Please contact Patrick Fullem at (202) 551-8337 or Jennifer Angelini at
(202) 551-3047
with any questions.



FirstName LastNameMark Suchinski                          Sincerely,
Comapany NameSpirit AeroSystems Holdings, Inc.
                                                          Division of
Corporation Finance
July 15, 2022 Page 3                                      Office of
Manufacturing
FirstName LastName