Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Equity

Equity

Employee Stock Purchase Plan

The Company maintains the Spirit AeroSystems Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”), which became effective on October 1, 2017 and was amended and restated on October 21, 2022. The ESPP is implemented over consecutive six-month offering periods, beginning on April 1 and October 1 of each year and ending on the last day of September and March, respectively. Shares are issued on the last trading day of each six-month offering period. Generally, any person who is employed by the Company, Spirit or by a subsidiary or affiliate of the Company that has been designated by the Compensation Committee may participate in the ESPP. As of December 31, 2023, the number of remaining ESPP shares available for future issuances was 271,776.

The maximum number of shares of the Company's Common Stock that may be purchased under the ESPP is 1,000,000 shares, subject to adjustment for stock dividends, stock splits or combinations of shares of the Company's stock. The per-share purchase price for the Company's Common Stock purchased under the ESPP is 85% of the lower of (a) the fair market value of a share on the first day of the applicable offering period or (b) the fair market value of a share on the applicable purchase date.

Dividends

On November 3, 2022, the Company announced that the Board had suspended payments of dividends. No dividends were paid during 2023. The Board regularly evaluates the Company's capital allocation strategy and dividend policy. Any future determination to pay dividends will be at the discretion of the Company's Board of Directors and will depend upon, among other factors, the Company's results of operations, financial condition, capital requirements and contractual restrictions, including the requirements of financing agreements to which the Company may be a party. No assurance can be given that cash dividends will be declared and paid at historical levels or at all.

Earnings per Share Calculation

Basic net income per share is computed using the weighted-average number of outstanding shares of Common Stock during the measurement period. Diluted net income per share is computed using the weighted-average number of outstanding shares of Common Stock and, when dilutive, potential outstanding shares of Common Stock during the measurement period.

The following table sets forth the computation of basic and diluted earnings per share:

	For the Twelve Months Ended
	December 31, 2023					December 31, 2022					December 31, 2021
	Loss		Shares	Per Share Amount		Loss		Shares	Per Share Amount		Loss		Shares	Per Share Amount
Basic EPS
Loss available to common shareholders	$	(616.2)	106.6	$	(5.78)	$	(545.7)	104.6	$	(5.21)	$	(540.8)	104.2	$	(5.19)
Income allocated to participating securities	—		—			—		—			—		—
Net loss	$	(616.2)				$	(545.7)				$	(540.8)
Diluted potential common shares
Diluted EPS
Net loss	$	(616.2)	106.6	$	(5.78)	$	(545.7)	104.6	$	(5.21)	$	(540.8)	104.2	$	(5.19)

Included in the outstanding common shares were 0.1 million, 0.4 million and 0.7 million of issued but unvested shares at December 31, 2023, 2022 and 2021, respectively, which are excluded from the basic EPS calculation.

Common shares of 2.0 million were excluded from diluted EPS as a result of incurring a net loss for the twelve-month period ended December 31, 2023, as the effect would have been antidilutive. Additionally, diluted EPS for the twelve-month period ended December 31, 2023 excludes 0.1 million shares that may be dilutive common shares in the future, but were not included in the computation of diluted EPS because the effect was either antidilutive or the performance condition was not met.

Common shares of 0.6 million were excluded from diluted EPS as a result of incurring a net loss for the twelve-month period ended December 31, 2022, as the effect would have been antidilutive. Additionally, diluted EPS for the twelve-month period ended December 31, 2022 excluded 0.3 million shares that were not included in the computation of diluted EPS because the effect was either antidilutive or the performance condition was not met.

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss, net of tax, is summarized by component as follows:

	December 31, 2023		December 31, 2022
Pension(1)	(18.7)		(95.4)
SERP/ Retiree medical	6.8		12.7
Derivatives - foreign currency hedge	2.2		(7.1)
Foreign currency impact on long term intercompany loan	(14.6)		(16.4)
Currency translation adjustment	(65.3)		(97.7)
Total accumulated other comprehensive loss	$	(89.6)	$	(203.9)

(1) The change in Pension related accumulated other comprehensive loss from December 31, 2022 to December 31, 2023 is primarily related to the termination of the PVP A plan. See Note 17, Pension and Other Post-Retirement Benefits.

Amortization or settlement cost recognition of the pension plans’ net gain/(loss) reclassified from accumulated other comprehensive loss and realized into costs of sales and selling, general and administrative on the consolidated statements of operations was ($57.3), ($107.0) and $2.1 for the twelve months ended December 31, 2023, 2022 and 2021, respectively.

Non-controlling Interest

Non-controlling interest at December 31, 2023 was $3.8, representing $0.5 non-controlling interest in the Company's KIESC subsidiary, the value of which remains unchanged from prior year, and a $3.3 non-controlling interest in the Company's subsidiary Spirit Evergreen Aftermarket Solutions Co., Ltd., a joint venture with Evergreen Technologies Corporation to provide MRO services to the Asia-Pacific market.

Common Stock Offering

On November 8, 2023, the Company entered into an underwriting agreement in connection with the registered public offering of 10,454,545 shares of the Company’s Class A common stock, including the underwriters’ option to purchase 1,363,636 additional shares of Class A common stock, at a price to the public of $22.00 per share of Class A common stock. On November 13, 2023, the Company issued and sold 10,454,545 shares of its Class A common stock pursuant to the Underwriting Agreement, which included the exercise in full of the underwriters’ option to purchase additional shares of Class A common stock. The net proceeds to the Company from the Common Stock Offering, after deducting underwriting discounts and commissions and offering expenses payable by the Company, were approximately $220.7 million.

Repurchases of Common Stock    

The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity. As of December 31, 2023, no treasury shares have been reissued or retired.

During the twelve-month periods ended December 31, 2023 and December 31, 2022 the Company purchased zero shares of its Common Stock under this share repurchase program. The total authorization amount remaining under the current share repurchase program is approximately $925.0. Share repurchases are currently on hold. The Credit Agreement imposes additional restrictions on the Company’s ability to repurchase shares.

During the twelve months ended December 31, 2023, 199,809 shares were transferred to us from employees in satisfaction of tax withholding obligations associated with the vesting of restricted stock awards and restricted stock units under the Omnibus Plan.