The Federal Trade Commission finalized a consent order Tuesday governing Boeing Company's acquisition of Spirit AeroSystems Holdings, Inc., requiring the aerospace manufacturer to divest substantial assets and maintain service access for competitors.
The Commission voted 2-0 to approve the final order following a public comment period, concluding a regulatory review that began when the FTC initially accepted the consent order subject to final approval on Dec. 2, 2025.
Under the terms of the consent order, Boeing must divest significant Spirit assets, though the FTC did not specify which particular assets or facilities would be affected. The order represents the agency's effort to address competitive concerns raised by the combination of two major players in the aerospace supply chain.
The consent order also mandates that Boeing and Spirit continue providing aerostructures and aerostructure services to competing contractors working on military aircraft programs. This requirement aims to prevent the merged entity from limiting rival military aircraft manufacturers' access to critical components and technologies currently supplied by Spirit.
The FTC's final consent order includes a modification that clarifies procedures for Boeing to submit compliance reports, providing more specific guidance on how the company must demonstrate adherence to the agreement's terms.
The regulatory action resolves FTC allegations that Boeing's acquisition of Spirit would create anticompetitive conditions in both commercial and military aircraft markets. The Commission specifically alleged that the merger would give Boeing the ability and incentive to raise costs or degrade European rival Airbus's access to essential inputs for its competing commercial aircraft.
In the military sector, the FTC raised concerns that the acquisition could enable Boeing to limit rival defense contractors' access to Spirit's specialized aerostructure products and manufacturing technologies. Such restrictions could potentially harm competition for government defense contracts and limit innovation in military aircraft development.
Spirit AeroSystems serves as a critical supplier in the global aerospace industry, manufacturing major structural components for both commercial and military aircraft. The company produces fuselages, wing components, and other aerostructures for various aircraft manufacturers beyond Boeing, including Airbus and defense contractors.
Boeing's proposed acquisition of Spirit represents a significant vertical integration move, bringing key supplier capabilities in-house. However, the FTC determined that such consolidation could harm competition by giving Boeing control over inputs that rival manufacturers need to compete effectively.
The aerospace industry operates with long development cycles and highly specialized supply chains, making supplier relationships critical to manufacturers' ability to compete. The FTC's intervention reflects broader antitrust enforcement trends focusing on vertical mergers that could give dominant firms control over essential inputs or services needed by competitors.
The Commission emphasized that its action aims to protect competition in markets critical to both American commercial aviation and national security interests. Large commercial aircraft manufacturing involves significant barriers to entry and substantial investment requirements, making preservation of existing competition particularly important.
In military markets, maintaining competitive supplier relationships helps ensure the Department of Defense has access to innovative technologies and competitive pricing for aircraft procurement. The FTC's requirements aim to prevent Boeing from leveraging its acquisition to disadvantage rival defense contractors competing for government contracts.
The consent order's compliance reporting requirements will enable ongoing FTC monitoring of Boeing's adherence to the divestiture and service provision mandates. These reports will provide regulators with visibility into whether the company is fulfilling its obligations to maintain competitive access for rivals.
The 2-0 Commission vote demonstrates bipartisan support for the enforcement action, reflecting consensus that the acquisition raised legitimate competitive concerns requiring regulatory intervention. The unanimous approval suggests the FTC viewed the consent order's terms as sufficient to address identified anticompetitive risks.
Boeing now faces the task of implementing the required divestitures while completing its acquisition of Spirit AeroSystems. The company must identify which specific assets to divest and find suitable buyers that can maintain competitive supply relationships with Boeing's rivals.
The timeline for completing mandated divestitures was not specified in the FTC's announcement, though such requirements typically include deadlines for asset sales. Boeing will also need to establish procedures for ongoing compliance reporting and ensure continued service provision to competing military contractors.
This enforcement action reflects the FTC's continued scrutiny of mergers in concentrated industries where vertical integration could harm competition. The aerospace sector's strategic importance and limited number of major manufacturers make it a natural focus for antitrust oversight, particularly for transactions involving critical supplier relationships.