Boeing

FTC lays out conditions to approve Boeing-Spirit AeroSystems merger

Stakeholders will have 30 days to comment on the FTC's proposed order.

Photo: Boeing

The Federal Trade Commission (FTC) has published its conditions for Boeing if it wants to acquire Spirit AeroSystems, with the requirements being identical to the European Commission’s (EC) proposed remedy solutions when it cleared the merger in October 2025.

On December 3, 2025, the FTC said that it will mandate Boeing to divest “significant” Spirit AeroSystems assets to resolve any antitrust concerns regarding the planemaker’s (re)acquisition of the aerospace supplier.

“The FTC’s proposed order will protect competition in the large commercial and military aircraft markets, which are critical to American commercial travelers and national security.”

David Shaw, the Principal Deputy Director of the FTC’s Bureau of Competition, stated that consumers, including the United States military, “deserve to fly on dependable aircraft, manufactured with reliable components.”

According to Shaw, the FTC’s proposed order “protects aircraft manufacturing competition to ensure that Americans across the country can continue to access high-quality aircraft to reach their next destination.”

Under the order, Boeing will be forced to divest Spirit AeroSystems’ businesses that supply aerostructures to Airbus, with the assets being divested to the European planemaker, and sell the supplier’s Subang, Malaysia, aerostructures business.

The Malaysian company, which provides parts to both Airbus and Boeing, will be sold to Composites Technology Research Malaysia (CTRM), the FTC noted.

When the EC approved Boeing’s acquisition of Spirit AeroSystems in October, it said that it had done so after Boeing agreed to meet two conditions: divest Spirit AeroSystems’ businesses that supply Airbus, and sell the supplier’s Subang, Malaysia, site to CTRM.

“The divestitures resolve FTC allegations that Boeing’s acquisition of Spirit would give Boeing the ability and incentive to raise the cost or degrade Airbus’ access to inputs for its competing aircraft.”

In addition, following the merger, Boeing will have to continue providing “aerostructures and aerostructure services to competing contractors for military aircraft programs,” with the FTC prohibiting Spirit from discriminating in favor of Boeing in its business with other competing military aircraft companies.

Without these requirements, “Boeing would have the ability and incentive to deny or limit competitors’ access to Spirit’s aerostructure products and technologies, inhibiting competitors’ ability to compete against Boeing,” the FTC said.

Following the publication of its proposed order, the public will have 30 days to submit comments, which will then be published on regulations.gov.

During the UBS Global Industrials and Transportation Conference on December 2, 2025, Jay Malave, the Chief Financial Officer (CFO) of Boeing, reiterated that the company expects to close the acquisition of Spirit AeroSystems in 2025.

“We made a lot of progress over the last month there. We are in the final strokes, and we are awaiting approval.”

Malave said that immediately upon the closure of the transaction, it will pay down about $3 billion of Spirit AeroSystems’ debt, leaving about $1 billion of debt that Boeing will retain. According to the CFO, with the proceeds from the Jeppesen sale, which were part of the sale of its Digital Aviation Solutions business in an all-cash transaction of $10.55 billion, and the Spirit AeroSystems’ acquisition, Boeing’s cash balance at the end of 2025 should be around $29 billion.

The planemaker ended Q3 with cash and investments in marketable securities of $23 billion.

Boeing and Spirit AeroSystems announced their merger on July 1, 2024, with the all-stock transaction having been valued at $4.7 billion. With the latter’s debt, the transaction’s value climbed to around $8.3 billion.

Announced just months after the mid-air Alaska Airlines 737 MAX 9 door plug blowout, the merger was part of Boeing’s “commitment to aviation safety” and the improvement of the quality of its commercial aircraft, it said at the time.