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FTC Finalizes Boeing–Spirit Order: Divestitures and Military Supply Rules

The FTC’s final Boeing–Spirit order combines divestitures of Spirit businesses with ongoing supply and information safeguards for military-aircraft rivals.
From TheFinanceBase Team3 min to read
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The Federal Trade Commission finalized its consent order for Boeing’s acquisition of Spirit AeroSystems on February 17, 2026. It requires divestiture of significant Spirit assets and obliges Boeing and Spirit to keep supplying aerostructures and related services to competing military-aircraft contractors. The order addresses the FTC’s concerns about competition; those concerns were allegations, not findings that Boeing had already restricted rivals’ access.

What did the FTC finalize?

The Commission voted 2-0 to approve the order after accepting it subject to final approval on December 2, 2025, and allowing a public-comment period. The final order includes a modification clarifying how Boeing must submit compliance reports. The FTC described the order as resolving allegations that the merger could let Boeing impair competitors’ access to Spirit-supplied aircraft components.

The FTC’s February 17 release said the order “requires Boeing and Spirit to continue to provide aerostructures and aerostructure services to competing contractors for military aircraft programs.” That is an operative obligation, distinct from the agency’s explanation of why it intervened.

Why did the deal raise competition concerns?

Spirit makes aerostructures—large aircraft structures and components—and supplied both Boeing and other manufacturers. The FTC alleged that Boeing’s ownership of Spirit could give it the ability and incentive to raise the cost of, or degrade, Airbus’s access to inputs for competing commercial aircraft. The agency also alleged that Boeing could limit rival military-aircraft companies’ access to Spirit products and technologies.

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In its analysis of the proposed consent agreement, the FTC said the complaint alleged a substantial lessening of competition in the worldwide market for large commercial aircraft and the U.S. market for military aircraft. These were the agency’s allegations and rationale for the remedy; the available sources do not establish post-merger discrimination or measured changes in prices, supply, or competition.

What assets must be divested?

The FTC’s analysis describes two central divestitures: Spirit operations primarily involved in supplying Airbus are to go to Airbus, and Spirit’s aerostructures business in Subang, Malaysia, is to go to Composites Technology Research Malaysia (CTRM). The final order defines the Airbus-related businesses and assets in detail; its terms, rather than a transaction announcement, determine the legally operative scope.

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In an April 28, 2025 announcement, Airbus listed the assets it had agreed to acquire. That announced package included:

  • Kinston, North Carolina, and St. Nazaire, France, operations producing A350 fuselage sections.
  • Casablanca, Morocco, production of A321 and A220 components.
  • A220 pylon production in Wichita, Kansas.
  • A220 wing production in Belfast, Northern Ireland, and the A220 mid-fuselage production there, unless Spirit found a suitable buyer for the relevant portion of the site.
  • A320 and A350 wing-component production in Prestwick, Scotland.

Airbus’s announcement described the planned transaction package; it should not be read as a substitute for the final order’s detailed legal definitions. Spirit intended to sell the Subang business to a third-party owner, identified in the FTC’s analysis as CTRM.

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How do the commercial and military remedies differ?

Area Remedy described by the FTC What it is meant to address
Commercial aircraft Divest Spirit operations primarily involved in supplying Airbus to Airbus, alongside the Subang business divestiture to CTRM. The FTC’s allegation that Boeing could impair Airbus’s access to Spirit inputs for competing aircraft.
Military aircraft Boeing must act as a non-discriminatory merchant supplier of Spirit aerostructures, continue supporting current non-Boeing defense customers, and offer Spirit aerostructures to rival military-aircraft manufacturers for future programs. The FTC’s allegation that Boeing could limit rival contractors’ access to Spirit products and technologies.
Competitively sensitive information The analysis describes safeguards against improper use or disclosure of competitors’ competitively sensitive information. Reducing the risk that information received through supply relationships could be used against competing contractors.

The military provisions are continuing supply and information obligations, not simply a transfer of factories. The FTC release and analysis describe the obligations, but do not establish how compliance has affected suppliers or competitors in practice.

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What was the transaction’s stated value?

The FTC’s 2025 analysis described the merger agreement as representing approximately $4.7 billion in equity value through Boeing shares, and approximately $8.3 billion in total transaction value when assumed Spirit debt was included. These are transaction figures in the FTC analysis, not the cost of the FTC’s remedy or a current market valuation.

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