The U.S. Federal Trade Commission issued a consent order on December 3, 2025 that requires Boeing to divest a portfolio of Spirit AeroSystems assets that supply aerostructures to competitors, including Airbus. The divestiture targets Spirit’s U.S. facilities that produce fuselages and wings for Airbus, as well as the Subang, Malaysia plant that supplies both Boeing and Airbus. The assets will be sold to Airbus and to Composites Technology Research Malaysia Sdn. Bhd (CTRM). Boeing must provide transition services to the new owners and an FTC‑appointed monitor will oversee the divestiture to ensure compliance.
The order reflects the FTC’s concern that Boeing’s acquisition could give it the ability and incentive to raise costs or limit competitors’ access to critical components. By forcing the sale of Spirit’s Airbus‑focused businesses, the FTC aims to preserve competition in both commercial and defense markets. The decision aligns with similar divestiture requirements imposed by the European Commission and the UK Competition & Markets Authority, underscoring a global regulatory consensus on the merger’s antitrust risks.
For Boeing, the divestiture introduces a significant integration hurdle. The company must re‑engineer its supply chain to accommodate the loss of Spirit’s Airbus‑focused production lines, potentially delaying the realization of cost synergies and operational efficiencies that were a key justification for the $8.3 billion deal. The requirement also signals that Boeing will need to maintain separate production capabilities for its own aircraft, which could increase overhead and reduce economies of scale.
Spirit AeroSystems, which has struggled financially in recent years, views the acquisition as a lifeline that will provide capital and a stable customer base. The divestiture, however, removes some of Spirit’s most profitable contracts, which may temper the upside of the deal. Investors reacted by pushing Spirit’s stock up 2.3% to $3.50, reflecting optimism that the merger will ultimately strengthen the company’s market position.
Boeing’s stock fell 2.49% after the FTC order, a reaction that investors interpret as a warning that the concessions required to close the deal will erode the expected benefits of the acquisition. The market’s mixed response highlights the trade‑off between regulatory compliance and the strategic gains Boeing seeks from consolidating aerostructure production.
Boeing spokesperson Thomas McGowan said, “We welcome the FTC’s approval of our acquisition of Spirit AeroSystems. While the transaction has not yet fully closed, we are committed to completing the remaining steps necessary to finalize the acquisition. This milestone will further enhance our ability to manufacture safe, high‑quality airplanes for our customers and benefit the flying public.”
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