The Federal Trade Commission (FTC) has announced that Boeing must divest several Spirit AeroSystems Holdings, Inc. assets as a condition for moving forward with its $8.3 billion acquisition of the company. The FTC stated that this requirement is intended to address antitrust concerns and maintain competition in both commercial and military aircraft markets.
David J. Shaw, Principal Deputy Director of the FTC’s Bureau of Competition, said, “American commercial travelers and our military deserve to fly on dependable aircraft, manufactured with reliable components. The Trump-Vance FTC’s action today protects aircraft manufacturing competition to ensure that Americans across the country can continue to access high-quality aircraft to reach their next destination.”
Boeing is one of the largest manufacturers of commercial and military aircraft worldwide, while Spirit is recognized as the world’s largest independent supplier of aerostructures—key components such as fuselages and wings.
Under a proposed consent order, Boeing will be required to divest Spirit businesses that supply aerostructures to Airbus SE, including all related assets and personnel. These assets are set to be transferred directly to Airbus. Additionally, Boeing must divest Spirit’s Subang, Malaysia aerostructures business—which supplies both Boeing and Airbus—to Composites Technology Research Malaysia Sdn. Bhd (CTRM).
The FTC claims these divestitures will prevent Boeing from raising costs or limiting Airbus’ access to critical inputs for its competing aircraft models. As part of the order, Boeing must provide transitional services to both Airbus and CTRM during the transfer process. An independent monitor will oversee compliance with these requirements.
Further stipulations require Boeing and Spirit to continue supplying aerostructures and related services for competing military aircraft programs. Spirit must honor existing contracts with other contractors and remain available as a supplier for future competitors without favoring Boeing or misusing confidential information.
The FTC alleges that without these measures, Boeing could restrict competitors’ access to important products or gain an unfair advantage by accessing proprietary information.
In evaluating the merger and possible remedies, FTC staff worked closely with counterparts in the European Union, United Kingdom, and U.S. Department of War (DoW). The Commission noted appreciation for cooperation between DoW and FTC staff in assessing national security implications.
The Commission voted 2-0 in favor of issuing the complaint and accepting the consent agreement for public comment. The public now has 30 days to submit feedback through Regulations.gov before a final decision is made.
According to the FTC, an administrative complaint signals “reason to believe” that legal violations may have occurred or are occurring when it appears a proceeding serves public interest. A finalized consent order carries legal weight regarding future actions.
The agency also reminded consumers about its mission: promoting competition while protecting and educating consumers.
