ARLINGTON — Boeing’s long-planned $8.3 billion acquisition of Spirit AeroSystems won regulatory approval this week, but only after the Federal Trade Commission imposed sweeping divestiture requirements designed to prevent the aerospace giant from gaining undue control over critical aircraft component supply lines.
In a decision with far-reaching implications for the commercial and defense aviation sectors, the FTC said the remedies are necessary “to preserve fair access to reliable aircraft components for commercial aviation” and protect competition across both civilian and military markets. Regulators concluded that without intervention, Boeing could gain structural leverage over aerostructure production in ways that disadvantage rivals—particularly Airbus, Spirit’s largest non-Boeing customer.
The Commission emphasized that maintaining competition in aircraft manufacturing is essential “for passengers flying on airlines,” underscoring concerns that a more consolidated supply chain would ultimately affect carriers and consumers.
Divestitures Designed to Protect Airbus Supply Lines
A central component of the order requires Boeing to divest major Spirit AeroSystems operations that produce critical aerostructures for Airbus SE. Those assets—including facilities, equipment, and personnel—will be transferred directly to Airbus. The FTC said the measure is intended to ensure the European manufacturer retains reliable access to fuselages, wings, and other structural components vital to current and future aircraft programs.
Boeing must also sell Spirit’s Subang, Malaysia aerostructures business to Composites Technology Research Malaysia Sdn. Bhd. (CTRM). The Subang site supplies both Boeing and Airbus, making its sale central to the FTC’s efforts to avoid any single manufacturer gaining disproportionate control over shared supply lines.
To stabilize production during the transition, the order requires Boeing “to provide transitional manufacturing services to Airbus and CTRM during the transfer period.” Regulators said the requirement is designed to avoid supply disruptions that could ripple through global aircraft delivery schedules.
Safeguards for Military Contractors
The FTC also imposed conditions aimed at protecting competition in the defense industrial base. Boeing and Spirit must continue supplying aerostructures and related services to contractors competing in military aircraft programs. Spirit is required to honor all existing agreements with other defense manufacturers and remain available for future contracts.
The company is barred from offering preferential treatment to Boeing and must protect “all confidential information shared by competing defense contractors.” Regulators said this safeguard is essential to ensuring that Boeing cannot gain insights into rival military programs.
The FTC alleged that absent these protections, Boeing would possess both “the ability and incentive to raise costs or degrade Airbus’ access to essential aircraft components.” It further argued that Boeing could obtain “sensitive proprietary information about competing aircraft programs and use it to its advantage.”
To address those risks, the consent order includes strict information-firewall measures and appoints an independent monitor to oversee compliance and supervise the complex divestiture process.
International Coordination
Because Spirit supplies components for aircraft assembled around the world, the transaction drew scrutiny from multiple global regulators. The FTC said its investigation was coordinated with competition authorities in the European Union and the United Kingdom, reflecting the cross-border consequences of the acquisition.
U.S. defense officials also played a role. FTC staff worked with the Department of War to examine potential national security implications and assess how the merger might reshape the defense industrial supply chain. The Commission publicly acknowledged the “collaborative regulatory effort” behind the review.
Next Steps in the Approval Process
The Commission voted 2–0 to issue the complaint and approve the proposed consent agreement for public comment. The public will have 30 days to submit feedback, after which the FTC will determine whether to finalize the agreement. Instructions for filing comments are available in the official docket, and all submissions will be posted on Regulations.gov.
The ruling marks one of the most consequential antitrust interventions in the aerospace sector in years—underscoring regulators’ willingness to reshape major industrial transactions when national security and global supply stability are at stake.
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