[Federal Register Volume 90, Number 235 (Wednesday, December 10, 2025)]
[Notices]
[Pages 57196-57199]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-22410]
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FEDERAL TRADE COMMISSION
[File No. 241 0098]
The Boeing Company and Spirit AeroSystems Holdings, Inc.;
Analysis of Proposed Agreement Containing Consent Orders To Aid Public
Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed consent agreement; request for comment.
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SUMMARY: The consent agreement in this matter settles alleged
violations of Federal law prohibiting unfair methods of competition.
The attached Analysis of Proposed Agreement Containing Consent Orders
to Aid Public Comment describes both the allegations in the complaint
and the terms of the consent order--embodied in the consent agreement--
that would settle these allegations.
DATES: Comments must be received on or before January 9, 2026.
ADDRESSES: Interested parties may file comments online or on paper by
following the instructions in the Request for Comment part of the
SUPPLEMENTARY INFORMATION section below. Please write: ``Boeing and
Spirit AeroSystems; File No. 241 0098'' on your comment and file your
comment online at https://www.regulations.gov by following the
instructions on the web-based form. If you prefer to file your comment
on paper, please mail your comment to the following address: Federal
Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW,
Mail Stop H-144 (Annex A), Washington, DC 20580.
FOR FURTHER INFORMATION CONTACT: James Southworth (202-326-2822),
Mergers I Division, Bureau of Competition, Federal Trade Commission,
400 7th Street SW, Washington, DC 20024.
SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule Sec. 2.34, 16 CFR
2.34, notice is hereby given that the above-captioned consent agreement
containing a consent order to cease and desist, having been filed with
and accepted, subject to final approval, by the Commission, has been
placed on the public record for a period of 30 days. The following
Analysis of Proposed Agreement Containing Consent Orders to Aid Public
Comment describes the terms of the consent agreement and the
allegations in the complaint. An electronic copy of the full text of
the consent agreement package can be obtained from the FTC website at
this web address: https://www.ftc.gov/news-events/commission-actions.
The public is invited to submit comments on this document. For the
Commission to consider your comment, we must receive it on or before
January 9, 2026. Write ``Boeing and Spirit AeroSystems; File No. 241
0098'' on your comment. Your comment--including your name and your
State--will be placed on the public record of this proceeding,
including, to the extent practicable, on the https://www.regulations.gov website.
Because of the agency's heightened security screening, postal mail
addressed to the Commission will be delayed. We strongly encourage you
to submit your comments online through the https://www.regulations.gov
website. If you prefer to file your comment on paper, write ``Boeing
and Spirit AeroSystems; File No. 241 0098'' on your comment and on the
envelope, and mail your comment by overnight service to: Federal Trade
Commission, Office of the Secretary, 600 Pennsylvania Avenue NW, Mail
Stop H-144 (Annex A), Washington, DC 20580.
Because your comment will be placed on the publicly accessible
website at https://www.regulations.gov, you are solely responsible for
making sure your comment does not include any sensitive or confidential
information. In particular, your comment should not include sensitive
personal information, such as your or anyone else's Social Security
number; date of birth; driver's license number or other State
identification number, or foreign country equivalent; passport number;
financial account number; or credit or debit card number. You are also
solely responsible for making sure your comment does not include
sensitive health information, such as medical records or other
individually identifiable health information. In addition, your comment
should not include any ``trade secret or any commercial or financial
information which . . . is privileged or confidential''--as provided by
section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule Sec.
4.10(a)(2), 16 CFR 4.10(a)(2)--including competitively sensitive
information such as costs, sales statistics, inventories, formulas,
patterns, devices, manufacturing processes, or customer names.
Comments containing material for which confidential treatment is
requested must be filed in paper form, must be clearly labeled
``Confidential,'' and must comply with FTC Rule Sec. 4.9(c). In
particular, the written request for confidential treatment that
accompanies the comment must include the factual and legal basis for
the request and must identify the specific portions of the comment to
be withheld from the public record. See FTC Rule Sec. 4.9(c). Your
comment will be kept confidential only if the General Counsel grants
your request in accordance with the law and the public interest. Once
your comment has been posted on https://www.regulations.gov--as legally
required by FTC Rule Sec. 4.9(b)--we cannot redact or remove your
comment from that website, unless you submit a confidentiality request
that meets the requirements for such treatment under FTC Rule Sec.
4.9(c), and the General Counsel grants that request.
Visit the FTC website at https://www.ftc.gov to read this document
and the news release describing this matter. The FTC Act and other laws
the Commission administers permit the collection of public comments to
consider and use in this proceeding, as appropriate. The Commission
will consider all timely and responsive public comments it receives on
or before January 9, 2026. For information on the Commission's privacy
policy, including routine uses permitted by the Privacy Act, see
https://www.ftc.gov/site-information/privacy-policy.
Analysis of Proposed Agreement Containing Consent Orders To Aid Public
Comment
I. Introduction
The Federal Trade Commission (``Commission'') has accepted, subject
to final approval, an Agreement Containing Consent Orders (``Consent
Agreement'') designed to remedy the anticompetitive effects resulting
from The Boeing Company's (``Boeing'') proposed acquisition of Spirit
AeroSystems Holdings, Inc. (``Spirit''). Pursuant to an Agreement and
Plan of Merger, dated June 30, 2024, Boeing will acquire all the
outstanding voting shares of Spirit in exchange for shares of Boeing
common stock representing an equity value of approximately $4.7 billion
(the ``Acquisition''). The total value of the Acquisition is
approximately $8.3 billion, including the assumption of Spirit's debt.
The Commission's Complaint alleges that the Acquisition, if
consummated, would violate section 7 of the Clayton Act, as amended, 15
U.S.C. 18, and section 5 of the FTC Act, as amended, 15 U.S.C. 45, by
substantially lessening competition in: (1) the worldwide market for
large commercial aircraft and (2) the United States market for military
aircraft. In each relevant market, the Acquisition would provide Boeing
with the ability and incentive to limit competing aircraft
manufacturers' access to critically important Spirit-supplied
aerostructures.
The proposed Decision and Order (``Order'') will remedy the
Acquisition's likely anticompetitive effects in the large commercial
aircraft market by requiring Boeing and Spirit (collectively, the
``Respondents'') to divest (1) Spirit's business operations primarily
relating to supplying Airbus
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SE (``Airbus'') with aerostructures, wherever located (the ``Airbus
Assets''), to Airbus, and (2) Spirit's Subang, Malaysia aerostructures
business that currently supplies aerostructures to, among others,
Boeing and Airbus, to Composites Technology Research Malaysia Sdn. Bhd.
(``CTRM'') (the ``CTRM Assets'').
The Order will remedy the alleged violations in the military
aircraft market by requiring Boeing to (1) act as a non-discriminatory
merchant supplier of Spirit aerostructures rather than favor its own
military aircraft business by both continuing to support Spirit's
current non-Boeing defense customers and by offering to supply Spirit
aerostructures to rival military aircraft manufacturers for future
military aircraft, and (2) protect competitors' competitively sensitive
information from improper use or disclosure.
The Consent Agreement has been placed on the public record for 30
days for receipt of comments from interested persons. Comments received
during this period will become part of the public record. After 30
days, the Commission will again evaluate the Consent Agreement, along
with the comments received, to make a final decision as to whether it
should withdraw from the Consent Agreement, modify it, or make final
the Order.
II. The Respondents
Boeing is a Delaware corporation with its principal place of
business in Arlington, Virginia. Boeing is a leading global aerospace
and defense company that designs, develops, manufactures, sells, and
services commercial jetliners, as well as numerous high-priority
programs for the United States Department of War (``DoW'') and other
U.S. Government agencies, including military aircraft, weapon systems,
spacecraft, space launch systems, and human space flight systems.
Spirit is a Delaware corporation with its principal place of
business in Wichita, Kansas. Spirit is the largest independent supplier
of aerostructures in the world. The company designs, develops, and
manufactures large complex aerostructures, including fuselages and
integrated fuselage sections, wings and wing components, nacelles, and
pylons. Spirit supplies these aerostructures, which are custom designed
for specific aircraft, to manufacturers of large commercial aircraft,
military aircraft, and business/regional jets. Spirit primarily
supplies aerostructures for large commercial aircraft. It currently
supplies products for Boeing's 737, 767, 777, and 787 as well as
Airbus' A220, A320/321, and A350 families of large commercial aircraft.
Spirit also designs and builds aerostructures for military aircraft,
including Boeing's KC-46A, P-8A Poseidon, and B-52 bomber, Lockheed
Martin's CH-53K King Stallion, and Northrop Grumman's B-21 Raider, as
well as multiple classified development programs.
III. The Products and Structure of the Markets
Boeing and its chief rival, Airbus, are the only two significant
suppliers of large commercial aircraft in the world. Large commercial
aircraft are jet engine-powered airplanes used to transport passengers
and/or cargo over long distances. These aircraft are designed to carry
100 or more passengers for distances of more than 2,000 nautical miles.
Customers, including commercial airlines, air cargo carriers, and
aircraft leasing companies, do not have any close substitute for large
commercial aircraft. Boeing and Airbus together account for over 95
percent of large commercial aircraft delivered annually worldwide.
Military aircraft have specialized, high-performance designs and
employ advanced military-specific technologies that enable these
aircraft to perform specialized functions and unique missions that no
other aircraft can perform. The DoW relies on multiple types of
military aircraft for essential national defense capabilities,
including fighters, bombers, attack aircraft, support aircraft, and
reconnaissance and surveillance aircraft. Each type of military
aircraft purchased by DoW has unique capabilities and is designed
specifically to perform its given mission(s).
Boeing is one of only three U.S. companies with the relevant
design, development, and manufacturing experience and capability to
provide most types of military aircraft, and national security
considerations and other factors limit DoW's ability to procure
military aircraft from foreign suppliers. Boeing is developing,
supplying or supporting multiple U.S. military aircraft, including the
F-47, F/A-18EF Super Hornet, F-15EX, B-1, B-52, P-8A Poseidon, KC-46A
Pegasus, VC-25, T-7A Red Hawk, C-17 Globemaster, MQ-25, MQ-28, CH-47
Chinook, MH-139A Grey Wolf, AH-64E Apache, and AH-6 Little Bird.
IV. Entry
New entry into the two markets at issue would not be timely,
likely, or sufficient in magnitude, character, and scope to deter or
counteract the anticompetitive effects of the Acquisition. There are
significant barriers to entry into the development, manufacture,
certification, and sale of both large commercial and military aircraft.
It would be extremely difficult and costly for a new entrant to
establish the technological expertise and specialized facilities
necessary to compete successfully in either of these markets.
V. Effects of the Acquisition
The Acquisition would give Boeing the ability and incentive to
raise the cost or otherwise degrade rivals' access to competitively
significant inputs for their competing aircraft. Spirit currently
supplies essential aerostructures to multiple competitors of Boeing,
including Airbus, Northrop Grumman, and Lockheed Martin. Aerostructures
are critical inputs for all aircraft, as their design and manufacture
impact the performance and overall cost of the aircraft. Depending on
the significance of the structure provided, it can also account for a
material proportion of the total production cost of the aircraft. Once
an aircraft manufacturer has selected a supplier to design and build a
large or complex aerostructure, switching suppliers would be extremely
time-consuming, impose significant costs, and create significant risks.
Moreover, Spirit is differentiated from most other potential suppliers
of aerostructures, especially other U.S. suppliers of classified
defense aerostructures, in terms of its scale, experience, and
capabilities.
Absent the protections of the Consent Agreement, after the
Acquisition, Boeing would have the ability and incentive to
disadvantage competing aircraft manufacturers by denying or limiting
their access to Spirit's aerostructure products and technologies, which
would lessen the ability of Boeing's rivals to compete successfully.
Boeing could also gain access to proprietary competitively sensitive
information relating to its competitors and exploit it to its own
advantage.
VI. The Order and the Order To Maintain Assets
The Order and the Order to Maintain Assets effectively remedy the
competitive concerns raised by the Acquisition in both markets at
issue.
A. Large Commercial Aircraft
Pursuant to the Order, the Respondents are required to divest to
Airbus the Airbus Assets, which, except for specified Excluded Assets
(including certain retained intellectual property (``IP'') and certain
real property),
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include all property and assets that Airbus requires to manufacture the
products that Spirit currently supplies to Airbus, including (1)
Spirit's Kinston business, (2) Spirit's St. Nazaire business, (3)
Spirit's Morocco business, (4) Spirit's Prestwick business, (5)
Spirit's A220 pylon production line, and (6) the Airbus portion of
Spirit's Belfast business. Furthermore, the Order requires the
Respondents to divest Spirit's assets relating to its Subang, Malaysia
operations, which currently supplies Airbus and Boeing with
aerostructures, to CTRM.
Both Airbus and CTRM have extensive experience and knowledge
relating to the respective businesses they will acquire and possess the
requisite financial resources, expertise, and capabilities to
seamlessly transfer and operate the divested assets in a competitive
manner. The Respondents must accomplish these divestitures no later
than ten days after the Acquisition is consummated. The Order further
allows the Commission to appoint a divestiture trustee in the event the
parties fail to divest the Airbus Assets or the CTRM Assets.
The Order contains several provisions to help ensure that the
divestitures are successful. The Order requires Boeing to provide
required transitional services to Airbus and CTRM to assist them in
manufacturing various products during the transitional period. Also,
under the Order and the Order to Maintain Assets, the Commission has
appointed ALCIS Advisers GmbH (``ALCIS'') as the Monitor to oversee
these divestitures and to ensure that the Respondents comply with all
the provisions of the Order relating to commercial aerostructures.
ALCIS has significant experience acting as a monitor in other complex
transactions in the United States and Europe. The Commission issued an
Order to Maintain Assets that requires Respondents to operate and
maintain the Airbus Assets in the normal course of business for the
brief transition period until the Commission approves the final Order.
B. Military Aircraft
The Order will remedy the alleged violations in the military
aircraft market by requiring: (1) Boeing to provide continued support
to non-Boeing military aircraft prime contractors that Spirit is
currently supplying with Defense Aerostructures; (2) Spirit Defense
Aerostructure Business to respond to any commercially reasonable
requests for follow-on work related to current Spirit third-party prime
contractor programs; (3) Boeing, whenever it has taken steps to compete
to be the prime contractor for a competitive military aircraft program,
to make Spirit's Defense Aerostructure Services available on a non-
discriminatory basis to third-party competing prime contractors on
commercially fair and reasonable price terms; (4) Boeing to maintain
the financial viability and competitiveness of Spirit's non-Boeing
Defense Aerostructure Business; and (5) Boeing to establish firewalls
to ensure that any confidential information that Spirit's Defense
Aerostructure Business receives from third-party military aircraft
prime contractors is not shared in a manner that harms competition.
The Order also provides that the Under Secretary of War for
Acquisition and Sustainment shall appoint a compliance officer to
oversee Boeing's compliance with the military aircraft-related aspects
of the Order. The compliance officer will have all the necessary
investigative powers to perform his or her duties, including the right
to interview Respondents' personnel, inspect Respondents' facilities,
and require Respondents to provide documents, data, and other
information. The compliance officer has the authority to retain third-
party advisors, at Respondents' expense, as appropriate to perform his
or her duties. Access to these resources will ensure that the
compliance officer is fully capable of overseeing the implementation
of, and compliance with, the Order. The Order also requires Boeing to
establish and operate a compliance program and develop written
procedures and protocols to comply with the requirements of the Order
and requires that the Respondents shall bear all the costs of
monitoring, complying, and enforcing the Consent Order. Finally, the
Order specifies that it will terminate ten years from the date it is
issued.
The purpose of this analysis is to facilitate public comment on the
proposed Consent Agreement, and it is not intended to constitute an
official interpretation of the proposed Consent Agreement or to modify
its terms in any way.
By direction of the Commission.
April J. Tabor,
Secretary.
[FR Doc. 2025-22410 Filed 12-9-25; 8:45 am]
BILLING CODE 6750-01-P