Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERG ER-REGISTRY@ec.europa.eu . 
 EUROPEAN COMMISSION  
Brussels, 20.3.2019  
C(2019 ) 2317 final  
PUBLIC VERSION  
 
To the notifying party  
Subject : Case M. 8948 — Spirit/Asco  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2)  of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 30 January 2019 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulati on by which Spirit 
AeroSystems Holdings, Inc. ("Spirit") would acquire within the meaning of 
Article  3(1)(b) of the Merger Regulation 100% of the shares of S.R.I.F. NV, which 
is the holding company of Asco Industries NV, Asco Management NV and 
Immobilière  Asco NV (together, "Asco").3 Spirit and Asco are collectively referred 
to as the "Parties".  
(2) The c oncentration had already been notified to th e Commission on 
17 September  2018, but was subsequently withdrawn on 25 October 2018.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( 'TFEU ') has introduced certain changes, such as the 
replacement of 'Community ' by 'Union ' and 'common market ' by 'internal market '. The terminology of 
the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 49, 7.2.2019, p. 21 . In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  
(3) Spirit is a Tier 1 supplier who designs, manufactures and sells aerostructures for 
commercial and military aircraft. The company is based in the US and its shares are 
listed on the New York Stock Exchange. Spirit employs ca.  15 500 employees 
worldwide with a turnover amoun ting to app roximately EUR 6  181 million 
in 2017, approximately EUR 1  118 million of which were achieved in the EU.  
(4) Asco is a Tier 2 specialist in the machining treatment and assembly of hard metal, 
steel and aluminium alloys, and to a lesser extent, compos ites. Asco sells 
components and sub -components for the aerostructures of commercial and military 
aircraft to OEMs, Tier 1 suppliers and equipment suppliers. The company is based 
in Belgium and has approximately 1  450 employees. Its annual turnover amounted  
to approximately EUR 378 million in 2017, approximately EUR […] of which 
were achieved in the EU.  
(5) Asco is a shareholder of two joint ventures supplying Airbus:  
(a) Flabel , formed in 1999, is a joint venture (JV) between Asco, Sonaca, Sabca 
and Esterline Belgi um. The JV acts as a commissionaire (that is  in its own 
name but for the account of its members) through which its parent companies 
participate in the development and production of flap systems and 
subcomponents thereof for the Airbus A400M military transp ort aircraft . Flap 
systems (or trailing edge assemblies) are w ing aerostructures, attached to the 
rear part of an aircraft wing in order to increase the lift of the wing at a given 
airspeed  during take -off and landing . 
(b) Belairbus , formed in 1979, is a joint venture between Asco, Sonaca and 
BMT Eurair. The JV acts as a commissionaire  through which its parent 
companies participate in the development, production and sale of slat systems 
for all the main commercial Airbus aircraft.  Slat systems (or leading edge 
assemblies) are wing aerostructures , attached to the front part of an aircraft 
wing (the “fixed leading edge”) in order to increase the lift of the wing at a 
given airspeed  during take -off and landing .  
2. THE OPERATION AND CONCENT RATION  
(6) The Parties have entered into a binding Agreement for the Sale and Purchase of the 
shares ("SPA") of S.R.I.F. NV on 1 May 2018. Pursuant to this SPA, Spirit will 
acquire the entirety of the share capital of S.R.I.F. NV, the holding company of the 
companies constituting Asco, for a conside ration of approximately 
EUR  556 million ("the Transaction").  
(7) Upon completion of the Transaction, Spirit will own 100% of the shares and voting 
rights in Asco and thus acquire sole control of Asc o within the meaning of 
Article  3(1)(b) of the Merger Regulation.  
(8) Therefore, the Transaction constitutes a concentration within the meaning of 
Article 3(1)(b) of the Merger Regulation.  
 
 
3 3. EU DIMENSION  
(9) The undertakings concerned have a combined aggregate worldwide turnover of 
more  than EUR 5 000 m illion4. Each of them  has a n EU-wide turnover in excess of 
EUR 250 million, but each does not achieve more than two -thirds of its aggregate 
EU-wide turnover within one and the same Member State. The notified operation 
therefore has a n EU dimension.  
4. OVERVIEW OF AEROSTRUCTURES  
(10) The Transaction concerns the design, engineering, manufacturing and assembly of 
aerostructures. Aerostructures are components or subsystems of the airframe of an 
aircraft and generally include the wings, fuselage (or ai rcraft’s main body) 
structures, empennages  (or tail structure at the rear of an aircraft to provide stability 
during the flight) , nacelles  (enclosures on the outside of an aircraft, often attached 
to the wing, used for housing engines ) and other fabricated  parts.  
(11) The aerostructures industry, with a total estimated value of USD  60.7 billion 
in 2017,5 is highly fragmented in terms of size and geography , and it is a growing 
sector. There are a significant number of aerostructure suppliers worldwide.6 
(12) OEMs, such as Airbus and Boeing, account for a significant proportion of 
aerostructure production, with their in -house production accounting for 
approximately [30-40]% of the total aerostructures market in 2017.7 Whilst Airbus 
and Boeing account for almost  [60-70]% of all large aircraft and  [90-100]% of all 
large commercial aircraft manufactured worldwide in  2017, there are other major 
aircraft OEMs, such as Bombardier, Embraer, Gulfstream and Dassault.8 
(13) OEMs source aerostructures from independent Tier 1 an d Tier 2 suppliers, as well 
as from other aircraft OEMs9. Tier 1 suppliers generally have integration 
capabilities and provide whole systems and equipment, while Tier 2 suppliers 
mainly supply  components or sub -components to Tier 1 suppliers. However, OEMs  
may also procure aerostructure components or sub -components directly from Tier 2 
suppliers as part of their purchasing strategy10. There is also a current trend towards 
insourcing aerostructures, with OEMs investing more in in -house manufacturing 
facilitie s.11 Nevertheless, the aerostructures market is seen as highly attractive, with 
a number of new entrants in recent years, including suppliers from Malaysia, 
China, Taiwan, Indonesia, Thailand, North Africa, India and South Korea.12 
                                                 
4  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1).  
5  Form CO,  paragraph 61; see C ounterpoint Aerostructures 2018, page 11.  
6  Form CO, paragraph 61; according to Counterpoint Aerostructures 2018, page 15, there are 
168 aerostructures suppliers.  
7  Form CO, paragraph 61; see C ounterpoint Aerostructures 2018, page 98.  
8  Form CO, paragraph 61 . 
9  For example, Airbus’s subsidiaries Stelia and Premium Aerotec, and Boeing’s subsidiary Boeing 
Australia, manufacture and sell aerostructures to other OEMs in competition with independent 
aerostructure suppliers (Form CO, parag raph 65).  
10  For example, [a significant proportion ] of Asco’s 2017 turnover was from direct sales to OEMs  
(Form CO, paragraph 67, see also paragraph 76).  
11  Form CO, paragraph 6 5; see C ounterpoint Aerostructures 2018, page 13.  
12  Form CO, paragraph 66.  
 
 
4 5. RELEVANT MARKETS  
(14) Spirit is  a Tier 1 supplier of aerostructures. Asco is a Tier 2 supplier of components 
for wing aerostructures, landing gear components and other structural aerostructure 
components. Asco manufactures and supplies aerostructure components that can be 
used as an inp ut for (or be sold together with) Spirit’s products. Accordingly, the 
Transaction gives rise to the following vertical links which, in some cases and 
depending on the OEM customer’s purchasing strategy, may also appear 
conglomerate rather than vertical.13  
(15) First , Spirit is active in the design, manufacture and assembly of slats and leading 
edge assemblies (the latter are referred to as “slat systems”). Asco is active 
upstream from that activity, in the design and manufacture of slat supports and 
wing structu ral components.  
(16) Second , Spirit is active in the design and manufacture of trailing edge assemblies. 
Asco is active upstream from that activity, in the design and manufacture of flap 
supports and wing structural components.  
(17) Third, Spirit is active in the de sign and manufacture of the centre section and nose 
section of the fuselage. Asco is active upstream from that activity, in the design and 
manufacture of fuselage structural components, including window frames.  
(18) Fourth , Spirit is active in the design and ma nufacture of thrust reversers and 
pylons. Asco is active upstream from that activity, in the design and manufacture of 
engine structural components.  
5.1. Relevant product market definition  
(19) In some previous decisions, the Commission considered that aerostructure s can be 
defined as  the metal fabrication aspects of aircraft production, intended to produce 
products  such as wings, fuselages  or nacelles.  Aerostructures encompass a wide 
range of products, from final aircraft building to minor components ( for example , 
brackets and cables) through major units ( for example,  wings and fuselage parts)14. 
In these cases, the Commission defined  the overall market for aerostructures  and 
considered that it was not necessary to further segment the market at the level of 
individual  products (such as wing aerostructures, empennage and other nacelle 
structures)  because no competition concerns would arise under any plausible 
market definition.15  
(20) In other earlier cases16, the Commission adopted a component -by-component 
approach  regarding  the manufacturing and sale of components for an aircraft , 
defining a separate market for nacelle components such as thrust reversers . In 
                                                 
13  For example, when sourcing a slat system, an OEM customer can opt to source the entire system from 
a Tier 1 supplier like Spirit, who sources some of the components such as the slat supports from Tier 
2 suppliers like Asco. In such a case, the relationshi p is purely vertical. However, the OEM customer 
may also choose to source the various parts of the system, such as the slat and the slat support, and 
carry out the integration in -house. In that case, the relationship between the various components of 
the slat system can be seen as rather conglomerate in nature.  
14  M.1438 – British Aerospace/GEC Marconi, recital 13; M.4561 – GE/Smiths Aerospace , recital 7.  
15  See case M.1438 – British Aerospace/GEC Marconi , recital 13.  
16  Cases M.2168 – Snecma/Hurel -Dubois , recital  8; M.6410 – UTC/ Goodrich , recital  117. 
 
 
5 Safran/Zodiac  Aerospace , the Commission also defined a separate relevant product 
market for individual sub-components  of thrust reversers.17 
(21) The Parties take  the view that there is a single relevant market for all aerostructures 
or, more narrowly, for all wing aerostructures , irrespective of the type of aircraft , 
mainly because of supply -side substitutability .18 The Parties  submit that at a 
component level there is little or no demand -side substitutability (for example , a 
slat support cannot be substituted for a flap support) and there is little or no 
demand -side substitution between different aircraft platforms for the same  
component .19 However,  the Parties argue that , from the supply -side perspective, a 
component -by-component product market definition would not be appropriate 
because the design and manufacturing capabilities of aerostructure suppliers allow 
for easy switchin g between different aerostructures and their components.20 
(22) The results of the market investigation confirm that there is no demand -side 
substitution for the components of wing aerostructures. As regards supply -side 
substitution, the results of the market investigation are not conclusive. On the one 
hand, some respondents submitted that aerostructure  suppliers have a general 
expertise  that would allow them to manufacture various products , since “ what the 
aerostructure supplier brings to the table is the man ufacturing know -how. ”21 On 
the other hand, market participants also indicated that suppliers tend to specialise, 
for example, in certain wing aerostructure components.22 As one respondent to the 
market investigation submitted: “In general a slat track or fla p track provider is 
primarily a machining and metal treating center. I would expect such a supplier to 
remain primarily concerned with complex machining which would be a fairly 
limited subset of the overall wing structure .”23 
(23) The results of the market inves tigation did not support the view of the Parties that 
manufacturing expertise is easily and immediately transferrable to manufacture 
different wing aerostructure components. For example, some market participants 
indicated that there are many players ( indep endent  suppliers and OEMs with in-
house manufacturing capabilities) that could supply hard metal machining parts24. 
However, as regards certain machining components , others indicated that : “Slat 
supports (i.e. slat tracks) are mainly manufactured from hard metal and therefore 
require specific machining capabilities that are difficult to replicate . The same 
applies to other types of wing aerostructure components which also req uire very 
specific capabilities (e.g. composite, assembly, etc.). ”25 In relation to s lats, another 
component of wing aerostructures, the market participants explained that suppliers 
                                                 
17  See case M.8425 – Safran/Zodiac  Aerospace , recital 116 . 
18  Form CO, paragraphs 11 -12. 
19  Form CO, paragraph 128. 
20  Form CO, paragraph 123  
21  Minutes of a call of 21 September 2018 with a market participant; s ee also minutes of a call of 
11 July 2018 with another market participant and non-confidential response to questionnaire 1, 
question A.B.1.1. : save for more complex parts such as the wing skins, “the manufacturer of Slat 
Supports could manufa cture other major components of a wing ”. 
22  See, for example, minutes of a call of 17 September 2018 with a market participant and of a call of 
21 September 2018 with another market participant.  
23  Non-confidential response to questionnaire 1, question A.B .1.1. 
24  See, for example, minutes of a call of 17 September 2018 with a market participant and minutes of a 
call of 2 August 2018 with a market participant.  
25  Non-confidential response to questionnair e 1, question A.B.1.1.  
 
 
6 of slats are typically capable also to provide other wing movable components (for 
example, flaps and ailerons),26 but not  necessarily  “to be able to do all or n early all 
of the wing structure” .27 In particular, some slats manufacturers may have broader 
capabilities; while  others may not be able to supply primary structure components 
for wings such as fixed trailing edge and fixed leading edge  (the non -movable part 
of the wing) .28 
(24) Furthermore, for products to belong to the same product market , suppliers must be 
able to switch production to the relevant products and market them in the short 
term without incurring significant additional costs. The results of the market 
investigation indicate  that this may not be the case for specific wing aerostructure 
components. As a respondent to the market investigation explained: “ To extend 
these [slat supports manufacturing]  capabilities to other wing aerostr ucture 
components, a long -term development plan and  significant investments would be 
required fro m an aerostructure manufacturer .”29 In addition, a company currently 
not active in hard metal machining parts such as slat supports indicated that the 
entry int o this segment would not be immediate, as it would take some time and 
investment to produce these components.30  
(25) In light of the results of the market investigation, the Commission considers that 
there are many types of wing structural components and that s witching suppliers 
may not be as easy and immediate as the Parties claim, at least not across all types 
of aerostructures . The market investigation indicates that the level of supply -side 
substitution differs depending on the type of component. For example , as already 
noted in recital (23), certain components require specific capabilities and expertise 
(for example, slat supports and other complex machining parts), on th e one hand; 
while on the other hand, the same group of suppliers could generally supply all 
movable wing aerostructure parts. In addition, respondents to the market 
investigation have indicated that different suppliers are active in design and 
production o f slat supports and other machining parts, on the one hand, and, for 
example, slat systems, on the other hand.31  
(26) For the purposes of this decision, the Commission considers that it is appropriate to 
assess the effects of the concentration not only in relat ion to the overall 
aerostructures market, including the wing aerostructures  market, but also to 
distinguish between the different types of wing aerostructures and possibly 
between the different components of each type of wing aerostructure. For example, 
the Commission considers that a slat system or leading edge assembly may need  to 
be distinguished from a flap system or trailing edge  assembly , as well as within a 
slat system, the slat may need to be distinguished from the slat support.32 In 
                                                 
26  Non-confidential response to  questionnaire 1, question A.B.2.1.  
27  Non-confidential response to que stionnaire 1, question A.B.2.1.  
28  Non-confidential response to questionnaire 1, question A.B.2.1.  
29  Non-confidential response to questionnaire 1, question A.B.1.1. , see also non -confidential response to 
questionnaire 1, question A.B.2.1.  
30  Minutes of a call of 12 July 2018 with a market participant.  
31  Minutes of a call of 21 September 2018 with a market participant and a call of 11 July 2018 with 
another market participant, see also recitals (64) and (84). 
32  The market investigation did not provide indications that further segmentation, for example, on  the 
basis of the type of aircraft, would be warranted. Therefore, the distinction between military and civil 
or regional aircraft is not discussed.  
 
 
7 particular, the Commission will consider the following likely affected markets 
within the o verall market for aerostructures.  
5.1.1.  Market for the design, manufacture and supply of slat systems  
(27) Slat systems (or leading edge assemblies) are wing aerostructures. Slat systems 
comprise slats, which are supported by slat supports. Slats are high-lift devic es that 
are attached through the slat supports to the front part of an aircraft wing (the 
“fixed leading edge”) in order to increase the lift of the wing at a given airspeed  
during take -off and landing .  
(28) The Commission has considered whether within slat sy stems, separate relevant 
markets may exist for slat supports, on the one hand, and slats, on the other. 
However, as this distinction would not have a material impact on the outcome of 
the competitive assessment, the Commission leaves the relevant market de finition 
for slat systems open.  
Figure 1 – Slats and slat supports  
 
Source: Form C O. 
5.1.2.  Other affected markets  
(29) The Commission has also analysed the effects of the concentration on the 
following vertically affected markets. Given tha t potentially relevant vertically 
affected markets would only arise at component level, the Commission has 
analysed the following markets on a component -by-component basis 
(Sections  6.1.2  to 6.1.4 ). However, as no competition concerns arise even at such a 
narrow level, for the purposes of this decision, the Commission considers that  the 
precise market definition for these products may be left open.  
(30) Flap systems  (or trailing edge assemblies) are wing aerostructures. They comprise 
flaps, supported by flap supports , and other  primary and secondary flight  control 
surfaces (such as ailerons and spoilers ). Flap systems are high lift devices attached 

 
 
8 to the rear part of an aircraft wing (the “fixed trailing edge”) in order to increase the 
lift of the wing at a given airspeed  during take -off and landing .  
Figure 2 – Flaps and flap supports  
 
Source: Form CO . 
(31) Design and manufacture of wing structural components . Structural wing 
components are internal structures of fixed wings, such as spars, stringers, ribs, 
formers and bulkheads.  
Figure 3 - Wing structural components  
 
Source: Form CO . 
(32) Design and manufacture of the fuselage  systems.  The fuselage is the aircraft’s main 
body section, to which all other main components  attach, such as the wings, 

 
 
9 vertical and horizontal stabilisers. Fuselage systems may include nose section, 
forward section , centre  section, aft section (section at the back)  and tail sections.  
(33) Design  and manufacture of fuselage structural components . Fuselage  construction 
uses structural components such as beams, frame assemblies, and bulkheads to give 
shape to the fuselage.   
(34) Design and manufacture of thrust reversers . The thrust reverser is a component of 
engine nacelles. It is located next to the engine and helps the aircraft slow down on 
the ground by reversing the ai rflow to produce a retarding backward force. In past 
decisions, the Commission identified separate product markets for each of the ma in 
components of the nacelle, including thrust reversers .33 
(35) Design and manufacture of pylons.  Pylons are rigid structures us ed to hold the 
aircraft engine in place under (or, more rarely, over) an aircraft wing, with 
minimum interference with the airflow over and under the aircraft wing that is 
needed for lift and control of the aircraft.  
(36) Design and manufacture of engine struct ural components . Structural engine 
components, such as engine mounts, serve as the interface attachment between the 
fuselage and/or fixed wing of the aircraft and the engine. Engine mounts are also 
used in the nacelle, the surrounding structure of the engi ne. 
5.2. Geographic market definition  
(37) In line with the Commission’s decisional practice, the Parties submit that the 
geographic market for aircraft components, including aerostructures, is worldwide. 
The Parties submit that they tender on a global basis and com pete with suppliers 
from throughout the world. Prices are quoted on a worldwide basis and do not 
differ according to a geographic region. Customers purchase civil aircraft 
components on a worldwide basis. There are significant trade flows for aircraft 
comp onents across the world and transport costs do not play a significant role.  
(38) In its previous decisions34, the Commission found that markets for various aircraft  
systems and components were worldwide for reasons consistent with those put 
forward by the  Parti es. The market investigation in the present case has broadly 
confirmed that the markets for aerostructures and components are also worldwide 
in scope.35 
6. COMPETITIVE ASSESSMEN T 
6.1. Non-horizontal non -coordinated effects  
(39) Asco manufactures aerostructure components which, depending on the relevant 
customer's purchasing strategy, can be sold either as an input for aerostructures 
sold by Spirit (in which case there is a vertical link between them); or in 
combination with other  aerostructure components sold by Spirit (in which case the 
                                                 
33  Case s M.6410 – UTC/Goodrich , recital 117; M.8425 –Safran / Zodiac  Aerospace , recital s 107. 
34  Cases M.641 0 – UTC/Goodrich , recital 119; M.6844 – GE/Avio , recital 64; M.8425 – Safran/Zodiac 
Aerospace , recital 298.   
35  See, for example, Minutes  of a call of 2 August 2018 with a market participant.  
 
 
10 link is conglomerate). In this section, the Commission assesses the possible non -
coordinated effects resulting from these non -horizontal links , including vertical and 
conglomerate effects .  
6.1.1.  Legal framework for competitive assessment of non -horizontal non -coordinated 
effects   
6.1.1.1  Vertical mergers  
(40) Vertical mergers involve companies operating at different levels of the same supply 
chain. Pursuant to the Commission Guidelines on the assessment of non -horiz ontal 
mergers under the Council Regulation on the control of concentrat ions between 
undertakings (the “ Non-Horizontal Merger Guidelines”) ,36 vertical mergers do not 
entail the loss of direct competition between merging firms in the same relevant 
market and provide scope for efficiencies.  However, there are circumstances in 
which vertical mergers may significantly impede effective competition. This is in 
particular the case if they give rise to foreclosure .37 
(41) The Non -Horizontal Merger Guidelines distinguish be tween two forms of 
foreclosure: input foreclosure, where the merger is likely to raise costs of 
downstream rivals by restricting their access to an important input, and customer 
foreclosure, where the merger is likely to foreclose upstream rivals by restri cting 
their access to a sufficient customer base .38 
(42) Pursuant to the Non -Horizontal Merger Guidelines, input foreclosure arises where, 
post-merger, the new entity would be likely to restrict  access to its actual or 
potential rival in the downstream market  to the products or services that it would 
have otherwise supplied absent the merger, thereby raising its downstream rivals' 
costs by making it harder for them to obtain supplies of the input under similar 
prices and conditions as absent the merger .39 
(43) For inpu t foreclosure to be a concern, the merged e ntity should have a significant 
degree of market power in the upstream market. Only when the merged e ntity has 
such a significant degree of market power, can it be expected that it will 
significantly influence the  conditions of competition in the upstream market and 
thus, possibly, the prices and supply conditions in the downstream market .40 
(44) Pursuant to the Non -Horizontal Merger Guidelines, customer foreclosure may 
occur when a supplier integrates with an important customer in the downstream 
market and because of this downstream presence, the merged e ntity may foreclose 
access to a sufficient customer base to its actual or potential rivals in the upstream 
market (the input market) and reduce their ability or incentive to compete which in 
turn, may raise downstream rivals' costs by making it harder for them to obtain 
supplies of the input under similar prices and conditions as absent the merger. This 
                                                 
36  OJ C 265, 18.10.2008, p. 6.  
37 Non-Horizontal Merger Guidelines, paragraph 18.  
38 Non-Horizontal Merger Guidelines, paragraph 30.  
39 Non-Horizontal Merger Guidelines, paragraph  31. 
40 Non-Horizontal Merger Guidelines, paragraph  35. 
 
 
11 may allow the merged e ntity profitably to establish higher prices on the 
downstream market .41 
(45) For customer foreclosure to be a concern, a vertical merger must involve a 
company which is an important c ustomer with a significant degree of market power 
in the downstream market. If, on the contrary, there is a sufficiently large customer 
base, at present or in the future, that is likely to turn to independent suppliers, the 
Commission is unlikely to raise competition concerns on that ground .42 
(46) In its assessment, the Commission considers whether it is likely that the merged 
entity would engage in input or customer foreclosure strategies. In doing so, the 
Commission in principle analyses the merged entity's ab ility and incentives to 
engage in such foreclosure strategies, as well as the possible effects they may have 
on the relevant markets. Since these factors are intrinsically linked, they are often 
examined together .43 
6.1.1.2  Conglomerate mergers  
(47) Pursuant to the Non -Horizontal Merger Guidelines, in most circumstances, 
conglomerate mergers do not lead to any competition problems. However, 
foreclosure effects may arise when the combination of products in related markets 
may confer on the merged entity the ability and in centive to leverage a strong 
market position from one market to another closely related market by means of 
tying or bundling or other exclusionary practices.44  
(48) The Non -Horizontal Merger Guidelines distinguish between bundling, which 
usually refers to the w ay products are offered and priced by the merged entity and 
tying, usually referring to situations where customers that purchase one good (the 
tying good) are required to also purchase another good from the producer (the tied 
good).45  
(49) While tying and bundl ing have often no anticompetitive consequences, in certain 
circumstances  such practices may lead to a reduction in actual or potential 
competitors' ability or incentive to compete. This may reduce the competitive 
pressure on the merged entity  allowing it to increase prices  or deteriorate supply 
conditions in other ways .46 
(50) In assessing the likelihood of such a scenario, the Commission examines, first, 
whether the merged firm would have the ability to foreclose its rivals, second, 
whether it woul d have the economic incentive to do so and, third, whether a 
foreclosure strategy would have a significant detrimental effect on competition, 
thus causing harm to consumers.47 In practice, these factors are often examined 
together as they are closely intert wined.  
                                                 
41 Non-Horizontal Merger Guidelines, paragraph  58. 
42 Non-Horizontal Merger Guidel ines, paragraph  61. 
43  Non-Horizontal Merger Guidelines, paragraphs 32 and 59.  
44  Non-Horizontal Merger Guidelines, paragraph 93.  
45  Non-Horizontal Merger Guidelines, paragraph  97. 
46  Non-Horizontal Merger Guidelines, paragraph  93. 
47  Non-Horizontal Merger  Guidelines, paragraphs 111 to 118.  

 
 
13 (54) The following non -horizontal non -coordinated e ffects may potentially arise and 
will be assessed by the Commission in turn : 
(a) in respect of both input foreclosure (where Asco manufactures products 
upstream, which are an actual or a potential input for the downstream 
markets) and customer foreclosure (whe re Spirit has a significant market 
share on the downstream markets, for which Asco supplies structural 
components), namely :   
(1) upstream supply of slat supports to downstream markets for (a) slats 
and (b) slat systems  (or "fixed leading edge assembly") ; 
(2) upstream supply of flap supports to downstream market s for flap 
systems (or “fixed trailing edge assembly”);  
(3) upstream supply of structural components for the fuselage (according to 
all plausible market definitions) to downstream markets for (a) fuselage 
nose section and (b) fuselage centre section; and  
(4) upstream supply of structural components for the engine  (according to 
all plausible market definitions)  to downstream markets for (a)  nacelles 
thrust reversers and (b) pylons.  
(b) in respect of foreclosure due to  tying or bundling . 
6.1.3.  Potential input foreclosure  
6.1.3.1  The Notifying Party's view  
(55) The Notifying Party submits that the Transaction will not lead to input foreclosure 
for the following reasons. First, Asco's products are not a necessary input for Tier 1 
suppliers , because these products can be purchased separately by OEMs. Second, 
for existing contracts, Asco's contractual obligations prevent input foreclosure, 
since the volumes and prices are set by contracts between Asco and its customers. 
Third, for future cont racts, the merged entity will not be able to foreclose 
competing Tier 1 suppliers because (i) the merged entity does not possess market 
power in the upstream market, (ii) OEMs and Tier 1 suppliers can switch easily to 
a number of alternative upstream suppl iers, and (iii) given the significant market 
power of OEMs, OEMs and Tier 1 suppliers could work around to overcome any 
attempted foreclosure strategy , e.g. by switching to an alternative supplier .52 
(56) The Notifying Party further submits that even if the merg ed entity were to pursue a 
successful input foreclosure strategy, competing Tier 1 suppliers would not be 
marginalised on the market.53 
                                                                                                                                                      
information. The Parties, however, submit that Asco's market share is well below 20% for these 
specific components: (i) machined parts, (ii) stringer, (iii) profiles, (iv) beams, (v) inner fitti ngs, 
(vi) gantry & rear cockpit window, and (vii) wing fittings. No vertical or conglomerate foreclosure 
concerns arise regarding these possible markets at component level for the same reasons as set out in 
Sections 6.1.3  - 6.1.5 .  
52  Form CO, paragraphs 1 70, 193 -230. 
53  Form CO, paragraphs 171.  
 
 
14 6.1.3.2  The Commission's assessment  
(57) As noted in recital (46) above, in its assessment, the Commission considers 
whether it is likely that the merged entity would engage in input foreclosure 
strategies, by analysing the merged entity's ability and incentives to engage in such 
foreclosure strategi es, as well as the possible effects these  strategies  may have on 
the relevant markets .54 
(A) Ability to foreclose access to inputs  
(58) As noted in Table 1 and in recital (52) above, Asco has a significant market share 
in the supply of slat supports worldwide ( [90-100]% in 2017, which is expected to 
decrease to [60-70]% in 2019 due to a loss of a significant contract to a 
competitor).  Asco's market shares in all the other components that it manufactures, 
on any plausible market definition, is below 20%.55 
(59) Input foreclosure may raise competition problems only if it concerns an  important 
input for the downstream product, for example, if it is a critical component without 
which the downstream product could not be manufactured or effectively sold on 
the market, or if the cost of switching to alternative inputs is relatively high.56 
(60) The results of the market investigation indicate that certain customers do consider 
the components they procure from Asco as critical. As one OEM customer, 
describing Asco's products as " complex machining parts " explained: " these are 
critical parts whose manufacture requires top -end machines and capabilities in the 
industry with high capex requirements ."57 This was echoed by a competitor, who 
explained that Asco's slat supports " are complicated to machine " and that " Asco 
has built up a good knowledge of the  years ".58 The same competitor, however, does 
not consider that Asco has " any unique non -replicable capabilities ", stating that 
"Asco is not the only supplier capable of supplying these hard metal machining 
surfaces ".59  
(61) This view is shared also by another c ustomer, who explains that " Asco has good 
expertise, infrastructures and a reliable supply chain for machining hard metals, 
which make it a preferred Tier 2 supplier of components such as slat supports for 
many Tier 1 suppliers. Although Asco has a strong presence in the market and has 
occupied a sort of "niche" in hard metals, their capabilities can be replicated by 
other players ".60 
(62) Nevertheless, since Tier 2 suppliers such as Asco can and do conclude contracts 
with and supply OEMs directly  (for example, [a significant proportion]  of Asco's 
sales value of slat supports in 2017 was from the supply of slat supports to OEMs 
                                                 
54  Non-Horizontal Merger Guidelines, paragraphs  32 and 59.  
55  See Table 1, recital (53) and corresponding footnote 51. 
56  Non-Horizontal Merger Guidelines, paragraph 34.  
57  Minutes of a call with a market participant, 2 August 2018 . "Capex" stands for capital expenditure, 
which is any type of expense that a company capitalises as an investment on its balance sheet, rather 
than as an expenditure on its income statement.  
58  Minutes of a call with a market par ticipant, 21 September 2018 . 
59  Minutes of a call with a market participant, 21 September 2018 . 
60  Minutes of a call with a market participant, 12 July 2018 . 
 
 
15 directly) ,61 the components manufactured by Asco do not necessarily represent a 
necessary or important input for Tier 1 suppliers  (despite Asco's high market share 
in slat supports) . This may in part be explained by the fact that, whilst slat supports 
interface with slats and with the fixed leading edge, slat supports  are built directly 
into the wing at the wing assembly stage at the OEMs' production facilities and not 
at the time of the manufacture and assembly of the slat or the fixed leading edge.62 
(63) Furthermore, a number of factors indicate that the merged entity wou ld not be able 
to foreclose its downstream rivals post -Transaction , even for the supply of slat 
supports for which Asco currently has a high market share . 
(64) First, a number of alternative suppliers of slat supports and other components 
manufactured by Asco are available on the market today . These companies  are 
either already supplying or capable of supplying slat supports  and these other 
components . With regard to slat supports specifically, these alternative suppliers 
includ e Kencoa  ([0-5]% market share in 2017, e xpected to increase to [20-30]% 
in 2019) ,63 GKN  ([0-5]% market share in 2017 ), Triumph  ([0-5]% market share 
in 2017 ), Sukhoi ( [0-5]% market share in 2017 ), Comac ( [0-5]% market share 
in 2017 ), Irkut ( [0-5]% market share in 2017 ), SAMCO ( [0-5]% market share 
in 2017, estimated to be [0-5]% in 2018), PCT Group, Figeac , Saab and 
Mecachrome  (the Parties estimated that other suppliers of account for [0-5]% of the 
global market share for slat supports  in 2017 ).64 With Asco's limited market shares 
in components other than slat supports, the number of actual and potential 
alternative suppliers of these components is even greater than those listed above.  A 
number of Asco's customers have indicated that they would be able to source the 
components they currently source from Asco from alternative suppliers.65  
(65) Furthermore, t he majority of customers and competitors that expressed a view in 
the Commission's investigation do not consider there to be any products that Asco 
sells for which no alternative or only a limited number of suppliers is available.66 
The vast majority of customers and competitors that expressed a view in the 
Commission's investigation also consider that large OEMs  would be able to 
sponsor the market entry  of a new supplier of slat supports (the component in 
which Asco had a market share of [90-100]% in 2017).67 
(66) Second, as noted in recital (52) above, one of Asco's custom ers has recently 
switched to an alternative supplier of slat supports (Kencoa) in 2018, which shows 
that switching suppliers is possible and occurs in practice.  Kencoa is a new entrant 
on this market, as it has not previously sold slat supports.68 
                                                 
61  Form CO, paragraphs 229 -232, Table 6.8.  
62  Form CO, paragraphs 182 -183. 
63  As noted in recital (52) above, Kencoa has been recently awarded a contract previously held by Asco.  
64  Form CO, paragraph 210; Minutes of a call with a market participant, 21 September 2018 ; Minutes of 
a call with a market participant, 11 July 2018; Minutes of a cal l with a market participant, 
20 September 2018; Minutes of a call with a market participant, 13 September 2018 . 
65  Minutes of a call with a market participant, 2 August 2018; Minutes of a call with a market 
participant, 13 September 2018.   
66  Responses to Q1 – Ques tionnaire to Custo mers and Competitors, question B.B.3.  
67  Responses to Q1 – Questionnaire to Custo mers and Competitors, question C.A.3.  
68  Form CO, paragraph 132  
 
 
16 (67) Third, wh ilst it may take several months to choose and qualify an alternative 
supplier, Asco's customers have noted that the current contractual arrangements 
mean that Asco is bound to continue to supply them for a period of time that is 
sufficiently long, in their  view, for them to either  find an alternative supplier or to 
develop the necessary capabilities in -house if it became necessary.69 The 
Commission notes that contracts in this industry tend to be typically of a long 
duration, often exceeding 5 or 10 years, a nd sometimes extending to the lifetime of 
the given platform.  
(68) Finally, several Tier 1 suppliers and OEMs have indicated that they would also be 
capable of or are actively exploring the possibility of manufacturing slat supports 
in-house and may already do this to a certain extent ,70 including the majority of 
competitors and customers that expressed a view in the Commission's 
investigation.71 
(69) In light of the foregoing, the merged entity would not be able to negatively affect 
the overall availability of inputs (such as slat supports, flap supports and structural 
components for the fuselage and the engine) for the downstream market in terms of 
price or quality even if it did reduce access to its own products upstream, and can 
therefore not be deemed to have the ability to foreclose its downstream 
competitors.72 
(70) For these reasons, the Commission finds that it is unlikely that the merged entity 
will have the ability to engage in input foreclosure with regard to structural 
components for the wing, in particular slat supports  and flap supports, for the 
fuselage or for the engine  post-Transaction.  
(B) Incentive to foreclose access to inputs  
(71) In its assessment  of the merged entity's incentive to foreclose rivals' access to 
inputs, the Commission looks at whether the foreclosure would be profitable for the 
merged entity and the extent to which customers can be diverted away from 
downstream rivals. The effect is greater where the affected input (in this case 
structural components for the wing, in particular slat supports  and flap supports , for 
the fuselage and for the engine ) represents a significant proportion of downstream 
rivals' costs or if the affected input represents a critical component of the 
downstream product.73   
(72) As noted in recitals (60) to (61) above, whilst Asco is well -known for its expertise 
and know -how in slat supports, its capability is not considered by market 
participants to be non -replicable. Further, slat supports, whilst potentially regarded 
by some market participants  as a critical component for the manufacture of slat 
                                                 
69  Minutes of a call with a market participant, 2 August 2018 ; Minutes of a call with a marke t 
participant, 12 July 2018.  
70  Form CO, paragraph 221; Minutes of a call with a market participant, 2 August 2018 ; Minutes of a 
call with a market participant , 17 September 2018; Minutes of a call with a market participant , 
12 July 2018,; Minutes of a call with a market participant , 20 September 2018; Minutes of a call with 
a market participant , 11 July 2018 . 
71 Responses to Q1 – Questionnaire to Customers and Competitors, question C.A.4.  
72  Non-Horizontal Merger Guidelines, paragraph  36. 
73  Non-Horizontal Merger Guidelines, paragraphs  40-42. 
 
 
17 systems for the wings,74 can also be manufactured by other suppliers. It is therefore 
questionable whether the merged entity would have the incentive to engage in an 
input foreclosure strategy  in relation  to slat supports . As regards components other 
than slat supports, the merged entity's incentives to engage in an input foreclosure 
strategy appear even less probabl e, given Asco's limited market shares for these 
components.  
(73) For existing platforms under cu rrently valid contracts, Asco is already contracted to 
supply a set number of slat supports for a set price to a number of Tier 1 suppliers 
and OEMs and it would not seem profitable for the merged entity post -Transaction 
to cease supplying these other cust omers or to attempt to make the conditions of 
supply less favourable.  
(74) First, if it were to attempt to do so, the merged entity risks not only exposing itself 
to potentially very extensive contractual liability and damages law suits, but also 
losing the con tract (and thereby the income stream) to another existing or potential 
supplier of slat supports.  For example, Asco's contracts with Sonaca  are 
[description of Asco’s contracts with Sonaca] .75 Asco's contracts with OEM s are 
[description of Asco’s contracts with OEMs] .76  
(75) Second, the trade -off between the profit lost in the upstream market by reducing 
input sales to competitors and the profit gain from expanding sales downstream77 is 
not likely to lead to increased profitability for the merged entity. A ccording  to 
market participants,  the market for aerostructures is currently a buyer's market,78 
with few end -customers (OEMs) . These OEMs  have already concluded contracts 
with various suppliers for their existing platforms. OEMs typically follow one of 
two contract ual strategies: OEMs either conclude contracts with Tier 1 and Tier 2 
suppliers directly, or OEMs conclude contracts with a Tier 1 supplier, who in turn 
concludes contracts with Tier 2 suppliers that are qualified by the OEM in 
question.79 Contracts with Ti er 1 suppliers tend to be longer -term than contracts 
with Tier 2 suppliers (if contracted directly). If the merged entity were to reduce 
supply of slat supports to its downstream competitors (Tier 1 suppliers), it would 
not be likely to recoup its lost sal es by increasing sales of slats or fixed leading 
edge assemblies downstream for the following reasons: (i) as described in 
recitals  (64) to (68) the Tier 1 suppliers would be able to find alternative suppliers 
of slat supports, and (ii) since the contracts between OEMs and Tier 1 suppliers are 
of a long er-term duration (typically between around 10 years and up to the lifetime 
of the program), the merged entity would not be able to start supplying slats or 
fixed leading edge assemblies on the downstream market to the OEM in question in 
place of the Tier 1  supplier who no longer receives slat supports from the merged 
entity.  
                                                 
74  As noted in recital (62), [a significant proportion ] of Asco's sales value from the sale of slat supports 
in 2017 was derived from sales made to OEMs directly.  
75  Form CO, paragraph 195.  
76  Form CO, paragraphs 193, 196.  
77  Non-Horizontal Guidelines, paragraph 40.  
78  Minutes of a call with a market participant, 17 September 2018.  
79  Minutes of a call with market participant, 11 July 2018; Minutes of a call with a market participant, 2 
August 2018.  
 
 
18 (76) With regard to future platforms, it also does not seem likely that engaging in an 
input foreclosure strategy would be profitable for the merged entity. As noted in 
recital (75) above, OEMs being few on the mark et with a larger number of Tier  1 
and Tier 2 suppliers, as well as with increasing capabilities for manufacturing 
aerostructures in -house, there is ample competition among Tier 1 and Tier 2 
suppliers to become the preferred suppliers on future programmes. It would 
therefore not appear likely that an attempt by the merg ed entity to foreclose its 
Tier 1 rivals ’ access to slat supports would be profitable.  
(C) Overall likely impact on effective competition  
(77) The results of the market investigation reveal that a sufficient number of credible 
downstream competitors who do not depend on the supplies of slat supports from 
Asco will remain active on the mar ket after the concentration. These downstream 
competitors should therefore constitute a sufficient constraint on the merged entity 
and prevent output prices from rising above the pre -concentration levels.  
(D) Conclusion on input foreclosure  
(78) The Commission also  notes that, in the course of the Commission's market 
investigation, no concerns were raised by any market participants as regards the 
Transaction's impact on competition in relation to  non-coordinated non -horizontal 
effects as a result of input foreclosur e. 
(79) In light of the above considerations in Section 6.1.3.2  and based on the results of 
the market investigation, the Commission finds that the Transaction does not rais e 
serious doubts as to its compatibility with the  internal market as regards 
non-coordinated non -horizontal effects as a result of input foreclosure.  
6.1.4.  Potential customer foreclosure  
6.1.4.1  The Notifying Party's view  
(80) The Notifying Party submits that the merged ent ity would not be able to foreclose 
competing Tier 2 suppliers for the following reasons: (i) the merged entity would 
not possess market power in the relevant downstream markets, and (ii) there are a 
number of alternative sources of demand for the Tier 2 su ppliers' product.80 
(81) Moreover, in the Notifying Party's view, even if the merged entity pursued a 
successful foreclosure strategy, Asco's competitors would not be marginalised on 
the market.81 
6.1.4.2  The Commission's assessment  
(82) As noted in recital (46) above, in its assessment, the Commission considers 
whether it is likely that the merged entity would engage in customer foreclosure 
strategies, by analys ing the me rged entity's ability and incentives to engage in such 
                                                 
80  Form CO, paragraph 172 . 
81  Form CO, p aragraph 172.  
 
 
19 foreclosure strategies, as well as the possible effects these strategies may have on 
the relevant markets.82 
(A) Ability to foreclose access to downstream markets  
(83) When assessing the merged entity's ability to foreclose  access to downstream 
markets by reducing its purchases from its upstream rivals , the Commission takes 
into account whether there are sufficient alternative outlets downstream for 
upstream competitors to sell their output.83 
(84) In the present case,  a number of alternative outlets are available for Asco's 
competitors to sell their products to customers other than Spirit, including other 
Tier 1 suppliers such as:  
(a) for slats, Sonaca (with an estimated [50-60]% market share in 2017);84 
(b) for fixed leading e dge assembly, KAL/KAI (with an estimated 
[5-10]% market share in 2017) and Triumph ( [5-10]%),85 with a number of 
other players having capabilities to supply  leading edge assembly, including 
GKN, Sonaca, TAI, MHI and KHI;86 
(c) for fixed trailing edge assembly, G KN (with an estimated [20-30]% market 
share in 2017), KHI ( [10-20]%), Boeing ( [5-10]%) and RUAG  ([0-5]%);87 
(d) for the f uselage nose section , Aerolia (with an estimated [50-60]% market 
share in 2017);88 
(e) for the fuselage centre section, Premium Aerotec (with an estimated 
[20-30]% market share in 2017), Leonardo ( [10-20]%), MHI ( [5-10]%);89 
(f) for the nacelles thrust reversers , UTAS (with an estimated [40-50]% market 
share in 2017) and Aircelle ( [10-20]%);90 
(g) for pylons, Tier 1 suppliers supplying Airbus platforms ( [50-60]%), to the 
extent that these are not procured by Airbus directly.91 
(85) Furthermore, some OEMs contract with Tier 2 suppliers such as Asco directly, 
since OEMs are increasingly bringing certain elements of assembly in -house92 and 
                                                 
82  Non-Horizontal Merger Guidelines, paragraphs 32 and 59.  
83  Non-Horizontal Merger Guidelines, paragraph 61.  
84  Form CO, paragraph 252,  Table 6.9.  
85  Form CO, paragraph 253, Table 6.10.  
86  Form CO, paragra ph 253.  
87  Form CO, Table 6.11.  
88  Form CO, Table 6.13.  
89  Form CO, Table 6.14.  
90  Form CO, Table 6.15.  
91  According to the Parties' estimates, Spirit's market share of [40-50]% in pylons in 2017 is a result of 
the legacy of Spirit's previ ous ownership by Boeing: [description of Spirit’s Boeing related activities] . 
For certain product -platform combinations, Spirit does not have visibility on which competing 
supplier is supplying the product and is therefore not able to provide the competito r's identity or 
market share (Annex 16 to Form CO).  
 
 
20 must therefore also be co nsidered as an alternative outlet for Asco's competitors to 
sell their products (e.g. Airbus, with estimated [5-10]% market share for the 
fuselage centre section in 2017).  This may especially be the case for slat supports, 
since, as noted in recital (62) above, slat supports are built into the wing at the wing 
assembly stage at the OEMs' production facilities and not into the fixed leading 
edge assembly by a Tier 1 suppl ier.93 For example, [a significant proportion ] of 
Asco's sales value of slat supports in 2017 was from the supply of slat supports to 
OEMs directly.94 
(86) Furthermore, OEMs can issue requests for proposals to Tier 1 and Tier 2 suppliers 
independently,95 meaning t hat the Tier 2 supplier cannot effectively exercise a 
choice as to which Tier 1 supplier to supply for the given platform. Even in cases 
where OEMs have a long -term contract with a Tier 1 supplier which would cover a 
component supplied by a Tier 2, the Com mission’s investigation has shown that 
OEMs can and do maintain a certain degree of competitive pressure on their supply 
chain, in relation to the platform covered by that contract and also in relation to 
possible business for future platforms.96 
(87) With regar d to slat supports on the upstream market (where Asco had a market 
share of [90-100]% in 2017) and fixed leading edge assembly (where Spirit had a 
market share of [80-90]% in 2017) specifically, the Commission also notes that 
Spirit's existing high market share ( [80-90]%) is likely to decrease .  
(88) With regards specifically to the Airbus A320 platform, Spirit is not the sole 
supplier for fixed leading edge assemblies . Furthermore,  Spirit’s  contract with 
Airbus  stipulates that [description of Spirit’s contracts  with Airbus] .97 
(89) For these reasons, the Commission finds that it is unlikely that the merged entity 
will have the ability to engage in customer foreclosure with regard to slat supports, 
flap supports or structural components for the engine or the fuselage post-
Transaction.  
(B) Incentive to foreclose access to downstream markets  
(90) When assessing the merged entity's incentive to foreclose, the Commission 
assess es whether foreclosing competitors' access to downstream markets would be 
profitable. The merged entity fa ces a trade -off between the possible costs 
associated with not procuring products from upstream rivals and the possible gains 
from doing so, for example, because it could allow the merged entity to raise price 
in the upstream or downstream markets.98 
(91) The me rged entity in the present case is not likely to profit from a customer 
foreclosure strategy , since it would almost certainly not be able to raise prices in 
                                                                                                                                                      
92  E.g. Minutes of a call with a market participant, 2 August 2018; Minutes of a call with a market 
participant, 17 September 2018 . 
93  Form CO, paragraph 182.  
94  Form CO, paragraphs 229 -232, Table 6.8.  
95  Minutes of a call with a market participant, 11 July 2018.  
96  See, for example, recitals (132) et seq .; Form CO paras.247 -252. 
97  Form CO, paragraph 253.  
98  Non-Horizontal Guidelines, par agraph 68.  
 
 
21 the downstream markets, where any attempted price increase would  be resisted by 
the OEMs .  
(92) Given th e oligopsonistic nature of the aerostructures market, with a very small 
number of OEM  customer s, the merged entity is not likely to engage in customer 
foreclosure strategies and any attempt to do so is not likely to be profitable.  
(C) Overall likely impact on  effective competition  
(93) In the absence of ability or incentive to engage in customer foreclosure, it does not 
appear necessary to assess any possible impact on effective competition in this 
regard.  
(94) In any case, as noted above, whilst Spirit is an important customer, a number of 
alternative customers for Asco's competitors will remain post -Transaction. 
Therefore, any attempt by the merged entity to foreclose Asco's competitors' access 
to customers is not likely to be successful in raising Asco's rivals' costs  or 
decreasing their revenues. Furthermore, as noted above, OEMs exercise a sufficient 
degree of countervailing buyer power, which further diminishes any likelihood for 
the merged entity to successfully engage in customer foreclosure.  
(D) Conclusion on custom er foreclosure  
(95) The Commission also notes that, in the course of the Commission's market 
investigation, no concerns were raised by any market participants as regards the 
Transaction's impact on competition as regards non -coordinated non -horizontal 
effects a s a result of customer foreclosure.  
(96) In light of the above considerations and based on the results of the market 
investigation, the Commission finds that the Transaction does not raise serious 
doubts as to its compatibility with the internal market as regar ds non -coordinated 
non-horizontal effects as a result of customer foreclosure.  
6.1.5.  Potential foreclosure due to tying or bundling  
6.1.5.1  The Notifying Party's view  
(97) In addition to the arguments brought in the context of the competitive assessment 
of potential input f oreclosure, the Notifying Party submits that the merged entity 
will not have the ability or the incentive to make the sale of components currently 
sold by Asco to Tier 1 customers (and to the OEMs) conditional on them also 
purchasing product s sold by Spiri t (or vice versa ) through tying and/or bundling in 
order to foreclose competitors.  
(98) First, in the Notifying Party's view, conglomerate effects are not plausible vis -à-vis 
Tier 1 customers because products sold by Spirit are typically not purchased by 
other  Tier 1 suppliers (instead, these are purchased by OEMs directly).99  
(99) Second, the Notifying Party argues that the merged entity will not have market 
power on any of the markets on which the Parties' current market shares are 
                                                 
99  Form CO, paragraph 279.  
 
 
22 above  30% (see Table 1 above), since there is a number of alternative current and 
potential suppliers for each component or product , and in addition OEMs and Tier 
1 suppliers are often able to switch to in -house manufacturing.100  
(100)  Third, the Notifying Party submits that the Transaction does not substantially 
change the position of Spirit, because Asco's capabilities and components will only 
be a small addition to Spirit's current portfolio , meaning that the competitive 
landscape for Tier 1 suppliers will not be impacted as a result of the 
concentration.101  
(101)  Finally, the Notifying Party submits that bundles are not currently a feature of the 
market, with there being very few, if any, instances  where tying or bundling takes 
place, either for Tier 1 suppliers or OEMs, which the Notifying Party views as a 
strong indication that aerostructures suppliers lack the ability and/or incentive to 
engage in such conduct. The Notifying Party argues that sin ce the concentration 
would not result in a substantial change in Spirit's market position, the merged 
entity would not have the ability or the incentive to engage in a tying and/or 
bundling strategy.102 
(102)  In the Notifying Party's view, Tier 1 suppliers and OEM s would be able to 
withstand any attempt by the merged entity to engage in a tying and/or bundling 
strategy, since (i) there is a number of alternative actual and potential 
aerostructures suppliers and (ii) OEMs possess substantial market power and would 
be able to not only switch to an alternative supplier, but also to punish the merged 
entity should it attempt to engage in anticompetitive tying or bundling.103 
6.1.5.2  The Commission's assessment  
(103)  As noted in recital  (50)(46) above, in its assessment, the Commission considers 
first, whether the merged firm would have the ability to foreclose its  rivals, second, 
whether it would have the economic incentive to do so and, third, whether a 
foreclosure strategy would have a significant detrimental effect on competition, 
thus causing harm to consumers.104 
(104)  As noted in Table 1 and in recital (52) above, Asco has a significant market share 
in the supply of slat supports w orldwide ( [90-100]% in 2017, which is expected to 
decrease to [60-70]% in 2019 due to a loss of a significant contract to a 
competitor).  On the other upstream markets, however, As co's market shares are 
limited and do not exceed 20% on all plausible market definitions.  Spirit's market 
shares in the respective downstream markets for which Asco's products are actual 
or potential inputs are above 30%, including slats, fixed leading edge assembly, 
fixed trailing edge assembly, fuselage nose section, fuselage cen tre section, 
nacelles thrust reversers and pylons.  
                                                 
100  Form CO, paragraph 285.  
101  Form CO , paragraph  286. 
102  Form CO , paragraph 287.  
103  For example, OEMs could switch away from the merged entity for all components that are readily 
available from other suppliers or which they can self -supply;  Form CO, paragraphs 239, 288-289. 
104  Non-Horizontal Merger Guidelines, paragraphs 111 to 118.  
 
 
23 (105)  However, in light of the considerations in recitals (58) et seq . above regarding the 
merged entity’s inability to en gage in input foreclosure strategies, in combination  
with the Notifying Party’s arguments set out above in recitals  (98)-(102) , the 
Commission has found that the merged entity would also not have the ability to 
engage in tying or bundling strategies regarding any of the relevant products.  
(106)  It may be stressed in particular that in spit e of its considerable market shares on 
some potentially relevant components markets  (e.g. slats and slat supports), any 
attempt by the merged entity to engage in tying or bundling would likely be 
frustrated by the merged entity’s customers. As the Commissi on’s market 
investigation has shown, if needed,  customers would indeed be able to either 
switch away their purchases from the merged entity to alternative suppliers or in -
source the production of such components.105  
(107)  Finally, in the absence of the ability to  engage in tying or bundling strategies, it 
does not appear necessary to assess in detail the merged entity’s potential incentive 
to do so or the possible effects such a strategy may have on the market.  
6.2. Horizontal non -coordinated effects  
6.2.1.  Legal framework f or competitive assessment of horizontal non -coordinated effects  
(108)  The Commission Guidelines on the assessment of horizontal mergers under the 
Council Regulation on the control of concentrations between undertakings (the 
"Horizontal Merger Guidelines")106 distinguish  between two main ways in which 
mergers between actual or potential competitors on the same relevant market may 
significantly impede effective competition, namely non -coordinated and 
coordinated effects.  Coordinated effects will be discussed be low in Section  6.3. 
(109)  Non-coordinated effects may significantly impede effective competition by 
eliminating important competitive constraints on one or more firms, which 
consequently would have increased market power, without resorting to coordinated 
behaviour. In that regard, the Horizontal Merger Guidelines consider not only the 
direct loss of competition between the merging firms, but also the reduction in 
competitive p ressure on non -merging firms in the same market that could be 
brought about by the merger.107 
(110)  The Horizontal Merger Guidelines list a number of factors, which may influence 
the rise of substantial non -coordinated, effects from a merger, such as: the large 
market shares of the merging firms; the fact that the merging firms are close 
competitors; the limited possibilities for customers to switch suppliers; or the fact 
that the merger would eliminate an important competitive force. That list of factors 
applies e qually if a merger would create or strengthen a dominant position, or 
would otherwise significantly impede effective competition due to non -coordinated 
effects. Furthermore, not all of those factors need to be present to make significant 
non-coordinated ef fects likely and this is not an exhaustive list.108 
                                                 
105  Minutes of a call with a market participant, 2 August 2018 ; Minutes of a call with a market 
participant, 12 July 2018.  
106  OJ C 31, 5.2.2004, p. 5.  
107  Horizontal Merger Guidelines, paragraph 24.  
108  Horizontal Merger Guidelines, paragraph 26.  

 
 
25 market share of the Parties would be close to [50-60]%, the increment would be 
minimal  at [0-5]%. 
(115)  In addition, the broad overall market for all  aerostructures and the narrower market 
for slat systems would be highly differentiated market s, where Spirit and Asco 
would likely not be close competitors, for instance because:  
(a) while Spirit is a Tier 1 supplier of aerostructures, Asco’s profile is that of a 
Tier 2 components supplier who also offers some Tier 1 -type solutions;  
(b) while Spirit is a large player with a broad portfolio across aerostructures, 
Asco’s main focus is on high -lift device components (slat supports and flap 
supports);  
(c) while Asco’s mai n strength  is the production and sale of slat supports, this is 
a component that is not in Spirit’s portfolio at all.  
(116)  Finally, as mentioned above, the Parties’ activities do not overlap at the level of 
individual components.  
(117)  Based on the foregoing, the Co mmission takes the view that the concentration is 
unlikely to give rise to horizontal non -coordinated effects.  
6.3. Horizontal coordinated effects  
6.3.1.  Legal framework for competitive assessment of horizontal coordinated effects  
(118)  According  to the case law, coordinat ed effects may arise " as the result of a 
concentration where, in view of the actual characteristics of the relevant market and 
of the alteration in its structure that the transaction would entail, the latter would 
make each member of the dominant oligopoly , as it becomes aware of common 
interests, consider it possible, economically rational, and hence preferable, to adopt 
on a lasting basis a common policy on the market with the aim of selling at above 
competitive prices, without having to enter into an agr eement or resort to a 
concerted practice w ithin the meaning of Article  81 EC."110 
(119)  According  to the Horizontal Merger Guidelines, horizontal mergers may 
significantly impede effective competition (a)  by increasing the likelihood that 
firms are able to coordin ate successfully, or (b)  by making existing coordination 
easier, more stable or more effective, either by making the coordination more 
robust or by permitting firms to coordinate on even higher prices, for example by 
facilitating the detection of deviation , limiting the ability and incentives of some 
market players to deviate and allowing more efficient retaliation.111  
(120)  Coordination  may take various forms, such as setting prices above the competitive 
level, limiting production or capacity, or dividing the mar ket, for instance by 
                                                 
110 T-342/99 Airtours v Commission , ECLI:EU:T:2002:146, paragr aph 61. See also Horizontal Merger 
Guidelines , paragraph 39.  
111 Horizontal Merger Guidelines , paragraph 42.  
 
 
26 geographic areas or other customer characteristics, or by allocating contracts in 
bidding markets.112 
(121)  Coordination  is more likely to emerge in markets where it is relatively simple to 
reach a common understanding on the terms of coordination. This is the case where 
coordinating firms have similar views regarding which actions would be 
considered to be in accordance wi th the aligned behaviour and which actions would  
not.113 The less complex and the more stable the economic environment (for 
example, oligopolistic markets), the easier it is for the firms to reach a common 
understanding on the terms of coordination.114 In addi tion, firms may find it easier 
to coordinate if they are relatively symmetric, especially in terms of cost structures, 
market shares, capacity levels, and levels of vertical integration.115 
(122)  Coordinating  firms may also find ways to overcome problems stemming from 
complex economic environments for example by establishing a small number of 
reference pricing points, or a fixed relationship between base prices and a number 
of other prices. Market transparency through publicly available key information or, 
for exam ple, by information exchanged through structural links between 
competitors may further facilitate coordination.116  
(123)  According  to relevant case law, specific emphasis should be placed on the actual 
economic mechanism according to which tacit coordination is l ikely to operate .117 
The mechanism in question must be consistent with the current market conditions 
and integrate the industry features prone to induce coordinated behaviour. 
Furthermore, the ways in which the main actors are likely to reach terms of 
coordi nation and, in particular, the parameters that lend themselves to being a focal 
point of coordination, should be assessed. Finally, a specific focus should be given 
to whether potential coordination is likely to be sustainable.  
(124)  In general, three features o f the market may provide indications as to whether 
coordination is likely to be sustainable. First, the coordinating firms should be able 
to monitor to a sufficient degree whether the terms of coordination are being 
adhered to. Second, coordinating firms a re more likely to adhere to coordinated 
behaviour if the incentives not to deviate deter them from departing from the 
coordinated action. Third, the reactions of outsiders, such as current and future 
competitors not participating in the coordination, as we ll as customers, should not 
be able to jeopardise the results expected from the coordination or would be too 
small to effectively counterbalance the effect of potential coordination on the 
relevant market.118 
(125)  In assessing whether it would be possible to reac h terms of coordination and 
whether the coordination is likely to be sustainable, the Commission takes account 
                                                 
112 Horizontal Merger Guidelines , para graph  40. 
113 Horizontal Merger Guidelines , paragraph 44.  
114 Horizontal Merger Guidelines , paragraph 45.  
115 Horizontal Merger Guidelines , paragraph 48.  
116 Horizontal Merger Guidelines , paragraph 47.  
117 Case Bertelsmann and Sony Corporation of America v Impala , ECLI:EU:C:2008:392 , paragraph  125. 
118 See Case Airtours v Commission , cited ut supr a paragraph 62 ; and Case C -413/06 P Bertelsmann and 
Sony Corporation of America v Impala , cited ut supra , paragraph 123 . See also Horizontal Merger 
Guidelines, paragraph  41. 

 
 
28 (129)  The change in the composition of Belairbus which the concentration would bring 
about is illustrated in the chart below:  
Figure 4 - Illustrative chart Belairbus  
 
(130)  The Commission’s investigation has shown that Spirit and Sonaca becoming 
partners in Belairbus, in which context they hold sensitive commercial and 
technical discussions, risks to significantly reduce the level of competition on the 
worldwide markets for s lat systems in general and slats in particular, in several 
possible ways. Not only would the concentration increase the transparency between 
the two sole suppliers of slats in the world, Spirit and Sonaca, it would also 
increase the likelihood that these c ompetitors could coordinate their behaviour. In 
addition, in some instances, Spirit may be able to weaken its sole competitor, 
Sonaca, by using Sonaca ’s commercially sensitive information, to which Spirit 
would not have gained access absent the concentrati on.  
(131)  First, in its investigation, the Commission has learned that the shareholders in 
Belairbus work together closely in the context of the performance of Belairbus's 
contractual obligations vis -à-vis Airbus. They exchange technical and commercial 
informat ion between them and need to come to an agreement on the offers 
Belairbus will make to Airbus. More specifically:  
(a) very detailed technical information is exchanged through Belairbus on a 
regular basis because the three components of a slat system  (i.e. i) slats, ii) 
slat supports and iii) racks and pinions ) are engineered to operate as an 
integrated turnkey system for Airbus. Therefore, any issue that may arise 
during the lifecycle of a Belai rbus slat system or any time a Belairbus slat 
system needs replacing, the shareholders of Belairbus work together;  

 
 
29 (b) Airbus regularly requests incremental technical improvements on the slat 
systems it sources through Belairbus. Each time this happens, the 
shareholders need to work together to find solutions to propo se to Airbus. 
Technical changes generally also have a direct impact on cost as "decisions 
on incremental improvements are" , from Airbus's point of view, "business 
case driven "120 and "a strong interaction between the technical and 
commercial processes is req uired "121; 
(c) from time to time, Airbus also requests price reductions from Belairbus, in 
the context of "cost -reduction programmes". The Commission understands 
that each time this happens, given that Belairbus combines the individual 
price offers formulated by  its shareholders, combines them into a single offer 
to Airbus and negotiates directly with Airbus, the shareholders need to come 
to an agreement on how to split the cost implications of Airbus’s request 
between them122, i.e. which margin reduction each shar eholder is willing to 
accept.  
(132)  Second, while the scope of Belairbus's activities is indeed limited to existing 
contracts ( i.e. for existing Airbus platforms), the Commission understands that 
competition for slat systems and slats in fact takes place not onl y with regard 
to new platforms, but also for existing platforms , each time Airbus seeks to 
obtain a cost reduction and/or a technical improvement.  
(133)  In this regard, it is worth noting that [confidential information relating to 
commercial dealings ]123,124. Thus, Spirit exerts a certain degree of competitive 
pressure on Belairbus.  
(134)  Third, Asco and Sonaca cooperate on slat system contracts for other OEMs  as 
well, outside the scope of Belairbus, albeit in a less structural manner. Under those 
contracts  as well , Asco provides slat supports (a component which Sonaca 
currently does not produce itself) and Sonaca slats.  These additional instances of 
cooperation  further enhance the interdependency of interests between Sonaca and 
what would be the merged entity after  the concentration.  
(135)  Fourth, [Commission referring to indications of possible coordination taking place 
through Asco]125.  
(136)  Based on the foregoing, the Commission concludes that in this case, the four 
criteria for the existence of coordinated effects of a con centration may be met:  
(a) First, the participation of the two competitors for slats/slat systems for large 
commercial aircraft in a joint venture in whose framework they discuss 
sensitive technical and commercial information about bids, may increase the 
likelihood of reaching terms of coordination;  
                                                 
120  Minutes of two calls with a market participant of 19 and 24 October 2018.  
121  Minutes of two calls with a market participant of 19 and 24 October 2018.  
122  Minutes of two calls with a market participant of 13 and 17 September 2018.  
123  […]. 
124  […]. 
125  […]. 
 
 
30 (b) Second, the significantly increased transparency, at least on the side of Spirit, 
on the technical and commercial terms of bids for Airbus could enable it to 
monitor deviations;  
(c) Third, Spirit could be in a position to retaliate on Sonaca on a large stream of 
its business: (i) through Asco, Spirit would become the […] supplier of one 
of the key components of the slat systems  which  Belairbus must deliver to 
Airbus; (ii) given the significance of Airbus as a customer, B elairbus is an 
important sales channel for Sonaca’s slats; (iii) through its shareholding in 
Belairbus, Spirit would have the possibility to block Belairbus decisions; and 
(iv) Spirit would be Sonaca’s supplier of slat supports on contracts for other 
OEMs,  outside Belairbus;  
(d) Fourth, the Commission has not been able to identify any other companies 
that are currently selling turnkey slat systems such as those , which each of 
Belairbus (combining the inputs of its shareholders) and Spirit delivers. 
Therefore, it appears unlikely that outsiders would be in a position to react 
and challenge possible coordinated behaviour between Spirit and Sonaca.  
6.3.4.  Conclusion  
(137)  In conclusion, in view of the reasons set out above in paragraphs (127)  
through  (136)  regarding the existence of horizontal coordinated effects , the 
Commission finds that the concentrat ion raises serious doubts as to its 
compatibility with the internal market regarding slat systems  in general and slats in 
particular.  
7. PROPOSED REMEDIES  
(138)  In order to render the concentration compatible with the internal market, Spirit has 
modified the notifi ed concentration by submitting commitments to the 
Commission. The legal framework applicable to the assessment of proposed 
commitments is set out below in Section 7.1. 
(139)  Spirit submitted three main sets of commitments. One was submitted on 
15 October 2018, before the initial notification was withdrawn (the “First Initial 
Commitments”). The Commission held a market test to gather the views of market 
participants on the Init ial Commitments (the “first market test”) and Spirit was 
informed of its outcome. The First Initial Commitments are described below in 
Section 7.4. After withdrawing it s first notification and subsequently submitting its 
second notification, Spirit formally submitted commitments on 27  February 2019 
(the “Second Initial Commitments”), which it formally amended on 8 March 2019 
(the “Final Commitments”), following a market test during which the views of 
market participants were gathered and then shared with Spirit (the “second market 
test”).  
 
 
31 7.1. Legal framework  
(140)  The following principles from the Remedies Notice126 apply where parties to a 
merger choose to offer commitments in order  to restore effective competition.  
(141)  Where a concentration raises competition concerns in the sense that it could 
significantly impede effective competition, in particular as a result of the creation 
or strengthening of a dominant position, the parties may s eek to modify the 
concentration in order to resolve the competition concerns and thereby gain 
clearance of their merger.127 
(142)  The Commission only has power to accept commitments that are capable of 
rendering the concentration compatible with the internal marke t in that they will 
prevent a significant impediment to effective competition in all relevant markets 
where competition concerns were identified.128 To that end, the commitments have 
to eliminate the competition concerns entirely129 and have to be comprehensiv e and 
effective from all points of view.130 
(143)  In assessing whether proposed commitments are likely to eliminate its competition 
concerns, the Commission considers all relevant factors, including inter alia the 
type, scale and scope of the commitments, judged b y reference to the structure and 
particular characteristics of the market in which those concerns arise, including the 
position of the parties and other participants on the market.131 Moreover, 
commitments must be capable of being implemented effectively wit hin a short 
period of time.132 
(144)  Where a proposed concentration threatens to significantly impede effective 
competition, the most effective way to maintain effective competition, apart from 
prohibition, is to create the conditions for the emergence of a new co mpetitive 
entity or for the strengthening of existing competitors via divestiture by the 
merging parties.133 
(145)  While divestiture commitments are generally the best way to eliminate competition 
concerns resulting from horizontal overlaps, other structural commi tments, such as 
                                                 
126  Commission's Notice on Remedies acceptable under Council Regulation (EC) No 139/2004 and 
under Commission Regulation (EC) No 802/2004 ("Remedies Not ice"), OJ C 267, 22.10.2008, p.  1. 
127  Remedies Notice, paragraph 5.  
128  Remedies Notice, paragraph 9.  
129  Case C -202/06 P Cementbouw Handel & Industrie v Commi ssion  [2007] ECR 2007 I -12129, 
paragraph 54: “it is necessary, when reviewing the proportionality of conditions or obligations which  
the Commission may, by virtue of Article 8(2) of Regulation No 4064/89, impose on the parties to a  
concentration, not to de termine whether the concentration still has a Community dimension after 
those  conditions or obligations have been complied with, but to be satisfied that those conditions and 
those  obligations are proportionate to and would entirely eliminate the competiti on problem that has 
been identified ”. 
130  Remedies Notice, paragraph 9 and 61.  
131  Remedies Notice, paragraph 12.  
132 Remedies Notice, paragraph 9.  
133  Remedies Notice, paragraph 22.  
 
 
32 access remedies, or other non -divestiture remedies may be suitable to resolve 
concerns if they are equivalent to divestitures in their effects.134 
7.2. First Initial Commitments  
7.2.1.  Description of the Initial Commitments  
(146)  The Initial Commitments, formally submitted on 15 October 2018 before the 
Parties withdrew and subsequently refiled their notification, were aimed at: 
transforming Belairbus :  
(a) from being the undisclosed agent (“ commissionaire ”) of its shareholders to 
being  their disclosed agent (“ mandataire ”); 
(b) limiting its object to the purposes that can be summarized as:  
(1) performing the agreements with Airbus, managing invoicing, order 
processing (but not negotiating prices) and accounting;  
(2) implementing a factoring agreem ent and other financial agreements;  
(3) providing access to the information available within Belairbus to the 
extent that it does not contain any commercially sensitive information 
relating to another shareholder;  
(4) managing surviving rights and obligations res ulting from Belairbus’s 
activities prior to the transformation;  
(5) performing any activity necessary for performing the commitments;  
(6) excluding the involvement of Belairbus for any future aircraft.  
(c) making changes to the corporate bodies and constituent docume nts of 
Belairbus so as to:  
(1) change the composition of the Belairbus Board of Directors and 
appoint (an) independent director(s) as representative(s) of Asco (with 
specific criteria for independence such person(s) would have to meet;  
(2) abolish the Belairbus Bo ard of Managers and Account Managers 
Board, transferring their functions to each of the shareholders of 
Belairbus;  
(3) appoint an independent General Manager of Belairbus;  
(4) insert into each agency agreement between Belairbus and each 
shareholder a confidentiali ty obligation regarding the information of 
the other shareholders;  
(5) insert an arbitration clause into the agreements bringing about the 
commitments;  
                                                 
134  Remedies Notice, paragraph 61.  
 
 
33 (d) protecting confidential information of Sonaca that is in the possession of 
Asco by destroying or returning i t […] and, for the future, by putting in place 
firewalls to prevent any such information from being disclosed to any 
company of the Spirit group (other than Asco).  
7.2.2.  Assessment of the First Initial Commitments  
(147)  In view of assessing the appropriateness of the First Initial Commitments, the 
Commission  carried out a market test, which was launched on 16 October 2018 
(the “first market test”). Given the specificities of the possible competition concern 
identified by the Commission, the first market test focused on  the companies 
involved in the Belairbus configuration.  
(148)  The unanimous view of the market test respondents was that the First Initial 
Commitments could not remedy the serious doubts identified by the 
Commission135.  
(149)  Respondents considered that the proposed tr ansformation of Belairbus would be 
insufficient to remove the competitive concerns raised by the concentration, while 
at the same time removing the efficiencies gained from operating through 
Belairbus.  
(150)  On 25 October 2018, the Notifying Party withdrew its notification.  
7.3. Second Initial Commitments  
(151)  On 30 January 2019, the Notifying Party re -filed its notification.  
(152)  The Notifying Party formally submitted the Second Initial Commitments on 
27 February 2019.  
7.3.1.  Description of the Second Initial Commitments  
(153)  The Second Initial Commitments have two main features:  
(a) the disaggregation of Belairbus  into bilateral contractual supply 
relationships between each of the shareholders in Belairbus, on the one hand, 
and Airbus, on the other; and  
(b) confidentiality arrangements  preventing Sonaca's commercially sensitive 
information from flowing back to or being used by Spirit.  
(154)  As regards the disaggregation of Belairbus , the Second Initial Commitments 
provided that  they would become  effective on […]: 
(a) the Belairbus -Airbus supply agr eements would be separated into three 
bilateral supply agreements, one between Airbus and each of the Belairbus 
shareholders;  
                                                 
135  Minutes of two calls with a market participant on 19 and 24 October 2018; Minutes of a call with a 
market participant on 23 October 2018; and Minutes of a call with a market participant on 
23 October  2018.  
 
 
34 (b) Belairbus's corporate documents would be amended so as to:  
(1) limit Belairbus's activities to the management of its rights and 
oblig ations under the existing Airbus -Belairbus supply agreements, 
preventing it from engaging in any activities not strictly necessary for 
that purpose;  
(2) make Belairbus's board of directors its only management body; and  
(3) make Spirit/Asco appoint only independent  directors to Belairbus's 
board of directors, with specific independence requirements set out;  
(c) the existing supply agreements between Airbus and Belairbus would remain 
applicable only to rights and obligations (including claims and liabilities) 
resulting f rom the (non -) performance of Airbus or Belairb us’s obligations 
under such agreements. More specifically, Belairbus's activities would be 
limited to:  
(1) the processing of orders for goods and services ordered by Airbus […] 
(including issuing and processing o f invoices, but not conducting 
commercial negotiations). These activities would automatically 
decrease over time and eventually be discontinued once all the orders 
placed under the Belairbus -Airbus supply agreements have been 
processed;  
(2) the management of d isputes in relation to goods or services ordered 
under the Belairbus -Airbus supply agreements (for example, in case 
Airbus claims a breach of a warranty or other liability in relation to a 
product produced under the Belairbus -Airbus agreements, such claims  
would still be directed at Belairbus).  
(d) These activities would be the only two exceptions to the commitment that the 
Belairbus -Airbus supply agreements would no longer apply and that 
Belairbus would conduct no other activity […].  
(155)  As regards the  confidenti ality arrangements  undertaken vis -à-vis the 
Commission , the Second Initial Commitments  provided that Spirit and Asco would  
use all means necessary, including if necessary, entering into a legally binding 
agreement with Sonaca, to ensure that commercially sensitive information relating 
to Sonaca, including but not limited to commercially sensitive technical and pricing 
informa tion, to which Asco employees have access, or have had access, shall not 
be: (i) disclosed or made available by Asco to employees of the Spirit Group (other 
than Asco), or (ii) used by Asco for any purpose other than what is strictly 
necessary for the perf ormance of what is defined as the "Asco Scope of Work"136. 
(156)  The Second Initial Commitments were provided […].  
                                                 
136  The "Asco Scope of Work" is defined as Asco's scope of work under: i) the existing Belairbus -Airbus 
supply agreements; ii) the existing supply agreements between Asco and Sonaca in relation to a 
CSALP Aircraft Programme; iii) the existing supply agreements between Asco and Sonaca in relation 
to certai n Embraer aircraft programmes; and iv) the existing supply agreements between Asco and 
Sonaca in relation to certain Dassault aircraft programmes.  
 
 
35 (157)  Finally, the Second Initial Commitments included related commitments, inter alia  
regarding the appointment of a monitoring trustee  for period of […] following the 
Commission's decision.  
7.3.2.  Assessment of the Second Initial Commitments  
(158)  In view of assessing the appropriateness of the Second Initial Commitments, the 
Commission  carried out the second market test, which was launched on 
27 February 2019. Here again, given the specificities of the possible competition 
concern identified by the Commission, the second market test focused on the 
companies involved in the Belairbus configuration.  
(159)  In general, the view of the market test respondents was that the Secon d Initial 
Commitments could in principle remedy the serious doubts identified by the 
Commission, but subject to modification of the Second Initial Commitments so as 
to address a number of specific issues described below in paragraphs (160)  
et seq137. 
(160)  As far as the proposed commitment to disaggregate Belairbus and limit the scope 
of its activities is concerned, the market respondents took the view that this would 
effective ly contribute to eliminating the competition concern and that the changes 
to the Belairbus set -up would be implementable in practice.  
(161)  More specifically, the main concern that had been raised by […] in the first market 
test was that […], unworkable situations could have arisen in practice. As 
explained by […], this would happen “ in particular when Airbus would request a 
commercial or technical modification to which one of the Belairbus shareholders 
would object. Airbus would then not hav e been able to negotiate bilaterally with 
that party, because it would have to go through the Belairbus interface, with the 
Belairbus partners talking to each other, but not on a bilateral basis with Airbus. 
Such a set -up with Airbus always having to go th rough an […] artificial interface 
would have been incompatible with the need for speed in execution in its business, 
leading to deadlock situations in some cases ”138. With the disaggregation of the 
Belairbus contractual set -up as proposed in the Second Initi al Commitments, this 
concern was removed as Airbus would be able to rely on “ dedicated bilateral 
contractual relationships between [it] and each of the Belairbus members for the 
future, with Sonaca being in charge of slats and Spirit/Asco of slat supports ”. 
(162)  Regarding the confidentiality arrangements proposed in the Second Initial 
Commitments however, the market test showed that these needed strengthening.  
(163)  More specifically, it was put to the Commission that in order for the confidentiality 
commitment to be  fully effective, it would not only have to be legally binding vis -
à-vis the Commission, but also enforceable by Sonaca through a bilateral 
agreement. In addition, the concern was expressed that without specific ring -
fencing measures for the future and des truction of any commercially sensitive 
information of Sonaca that may already be in Asco's possession, the merged entity 
would continue to have access to it. In addition to the Commission’s concern about 
                                                 
137  Minutes of two calls with a market participant  on 28  February 2019 ; Minutes of a call with a market 
participant  on 1 March 2019; and Minutes of a call with a market participant  on 5 March  2019 . 
138  Minutes of a call with a market participant on 28 February 2019.  
 
 
36 increased transparency and possible coordination bet ween Spirit and Sonaca, the 
concern was raise d that the merged entity would be able to submit bids in 
competition with  Sonaca's while making use of Sonaca's confidential 
information139.  
7.4. Final Commitments  
(164)  In response to the Commission's feedback regarding th e outcome of the market test 
and its preliminary assessment, the Notifying Party submitted the Final 
Commitments on 8 March 2019.  
7.4.1.  Description of the Final Commitments  
(165)  The Final Commitments feature the following improvements and additions to the 
confidenti ality arrangements compared to the Second Initial Commitments, while 
preserving the remainder of the elements constituting the Second Initial 
Commitments (described above in paragraphs (153)  through (156) , including the 
disaggregation of Belairbus […]): 
(a) the Final Commitments provide that Spirit/Asco will use all means 
necessary  to ens ure that commercially sensitive information originating 
from Sonaca  to which Asco employees have access, or have had access, 
shall:  
(1) to the extent it is not required for Asco to perform the Asco Scope of 
Work, be destroyed […]140; 
(2) to the extent it is require d for Asco to perform the Asco Scope of Work , 
not be : 
(a) disclosed or made available  by Asco to employees of the Spirit 
Group (other than Asco), or  
(b) used  by Asco for any purpose other than what is strictly 
necessary for the performance of the Asco Scope of Work; and  
(b) in the Final Commitments, the Parties also commit to enter into a legally 
binding written agreement with Sonaca to give effect to the Parties’  
commitment to the Commission, and which provides for all disputes under 
such agreemen t to be resolved by arbitration;  
(c) in addition, […]: 
(1) […]; 
(2) […]; 
(3) […]; 
(4) […]; 
                                                 
139  Minutes of a call with a market participant on 1 March 2019.  
140  […]. 
 
 
37 (5) […]; 
(6) […] 
(7) […]; 
(d) furthermore, the Final Commitments provide for the Monitoring Trustee 
remaining in place for […] from the Commission's decision.  
7.4.2.  Assessment of the Final Commitments  
(166)  For the reasons outlined in paragraphs (168)  through  (169)  below , the Commission 
deems the Final C ommitments entered into by the undertakings concerned 
sufficient to eliminate the serious doubts as to the compatibility o f the 
concentration  with the internal  market.  
(167)  As such, the commitments in Section s B and D  of the Annex constitute conditions 
attached to this decision, as only through full compliance therewith can the 
structural changes in the relevant markets be achieved. The other commitments set 
out in the Annex , in particular in Section C,  constitute obligations, as they concern 
the implementing steps , which are necessary to achieve the modifications sought in 
a manner compatible with the internal market.  
(168)  More specifically, through the Final Commitments:  
(a) Belairbus will no longer act as a platform for common negotiations or the 
common development of technical and/or commercial offers;  
(b) any flow of commercially sensitive information of Sonaca to Spirit is cut off,  
in a way that is legally binding and also enforceable by Sonaca itself;  
(c) Airbus will be able to rely on and enforce bilateral agreements with each of 
the shareholders in Belairbus and will as such not be confronted with 
situations where technical or comme rcial improvements could be held up by 
one of the shareholders (in particular Spirit);  
(d) Spirit/Asco will in any case no longer have dependent representatives in the 
sole remaining management body of Belairbus (its board of directors), thus 
preventing the me rged entity from harming the competitiveness of 
Belairbus’s performance;  
(e) Spirit’s compliance with the Final Commitments will be effectively 
monitored by a Monitoring Trustee over a period of […]. In addition, through 
the bilateral confidentiality agreemen t Spirit will have to enter into with 
Sonaca, the latter will continue to be able to monitor and if needed enforce 
Spirit’s compliance with its confidentiality commitment for as long as there 
is any need to do so.  
(169)  The Commission considers that the Final C ommitments thus adequately address 
the risks of increased transparency and possible coordination, as well as the 
possible risk of Spirit unduly weakening its competitor Sonaca by relying on the 
latter’s commercially sensitive information which it would not  have had access to 
absent the concentration.  
 
 
38 8. CONCLUSION  
(170)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments and to declare it compatible with the 
internal market and with the functioning o f the EEA Agreement, subject to full 
compliance with the conditions in S ections B and D  of the commitments annexed 
to the present decision and with the obligations contained in the other sections of 
the said commitments. This decision is adopted in applica tion of Article 6(1) (b) in 
conjunction with Article  6(2) of the Merger Regulation  and Article 57 of the EEA 
Agreement . 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
 
-1- COMMITMENTS TO THE EUROPEAN COMMISSION  
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger  Regulatio n”), Spirit 
AeroSystems Holdings, Inc.  (“Spirit ”) and Asco Industries N.V. (“ Asco ”, and together with Spirit, the 
“Parties ”) hereby enter into the following Commitments (the “ Commitments ”) vis -à-vis the European 
Commission (the “ Commissio n”) with a view to rendering the acquisition by Spirit, indirectly through 
a newly formed subsidiar y, of 100% of the shares in S.R.I.F NV, which is the holding company of 
Asco, Asco Management NV and Immobilière Asco NV (the “ Concentr ation”), compatible with the 
internal market and the functioning of the EEA Agreement.  
This text shall  be interpreted  in light of the Commissio n’s decision  pursuant  to Article 6(1)(b)  of the 
Merger  Regulation to declare  the Concentrati on compatible with the internal  market  and the  
functi oning of the EEA  Agre ement  (the “Decisi on”), in  the general framework  of European  Union  
law, in particular  in light of the Merger  Regulation,  and by refer ence to the Commission Notice  on 
remedies  acceptable u nder Council Regulation (EC)  No. 139/2004 and under Commission Reg ulation 
(EC)  No. 802/2004 (t he “Remedies  Notic e”). 
Section A.  Definitions  
1. For the purpose of the Commitments, the following terms shall have the following meaning:  
 “Affili ated Undertaking s”: underta kings controlled by  the Parties  and/or by the ultimate  
parents of the  Parties,  where by the notion of control shall be interpreted p ursuant  to Article  3 
of the Merger  Regulation  and in light of the Commission  Consolidated Juris dictional Notice  
under Co uncil Regulation  (EC)  No 139/2004  on the control of concentrati ons between  
underta kings (the “Consolid ated Jurisdictional  Notice”); 
“Airbus” : Airbus S.E.;  
“Airbus Group” : Airbus and any entity that, for the purposes of Article 3(2) of Council 
Regulation (EC) No. 139/2004, is controlled by Airbus;  
“Asco” : Asco Industries NV and Asco Management NV;  
“Asco Scope of Work” : Asco’s scope of work under: (i) the Existing Airbus -Belairbus 
Supply Agreements and the Asco -Airbus Supply Agreements; (ii) the existing supply 
agreements between Asco and Sonaca in relation to the Relevant […] Aircraft Programme; 
(iii) the existing supp ly agreements between Asco and Sonaca in relation to the Relevant […] 
aircraft programmes; and (iv) the existing supply agreements between Asco and Sonaca in 
relation to the Relevant […] Aircraft Programmes;  
“Asco -Airbus Supply Agreements” : the bilateral s upply agreements entered into between 
Airbus and Asco, as described in paragraph 2.1 below;  
“Belairbus” : Belairbus SA;  
 
-2- “Belairbus Disaggregation” : has the meaning given to it in paragraph 2 below;  
“BMT Eurair” : BMT Eurair NV;  
“Closing” : the closing of the Concentration;  
“Confidential Information” : any business secrets, know -how, commercial information, or 
any other information of a proprietary nature that is not in the public domain;  
“Conflict of Interes t”: any co nflict of interest that i mpairs the Monitoring Tr ustee’s 
objectivity and inde pendence in discharging  its duties under  the Commi tments; 
“Effective  Date”: the date of adoption of the Decisio n; 
“Existing Airbus -Belairbus Supply Agreements ”: the following agreements, as from time 
to time amended  or supplemented:  
[…] 
“Industrial Parties” : Asco, BMT Eurair and Sonaca;  
“Monitoring Truste e”: one or more natural or legal  person(s)  who is/are  approved  by the 
Commission and appointed  by the Parties,  and who has/have the duty to monitor the 
Parties’  complian ce with the  conditions and obligat ions attached  to the Decision;  
“Parties ”: Spirit and Asco;  
“Relevant […] Aircraft Programme” : the […] aircraft programme;  
“Relevant […] Aircraft Programmes ” means the […] aircraft programmes;  
“Relevant […] Aircraft Programmes” : the […] aircraft programmes;  
“Sonaca” : Sonaca SA;  
“Sonaca Affiliate” : any entity that, for the purposes of Article 3(2) of Council Regulation 
(EC) No. 139/2004, is controlled by Sonaca;  
“Sonaca Group ”: Sonaca and the Sonaca Affiliat es;  
“Spirit Affiliate ”: any entity that, for the purposes of Article 3(2) of Council Regulation (EC) 
No. 139/2004, is controlled by Spirit; and  
“Spirit Group ”: Spirit and the Spirit Affiliates.  
 
-3- Section B.  The disaggregation of Belairbus  
Commitment to disaggregate Belairbus  
2. The Parties commit  to making the following changes to the scope and operation of Belairbus 
(the “ Belairbus Disaggregation ”), all of which shall take effect on the date of completion of 
the Concentration:  
2.1. separation of the Existing Airbus -Belairbus Supply Agreements so that each Existing 
Airbus -Belairbus Supply Agreement relating to a given Airbus aircraft type is 
separated into three bilateral supply agreements, one between Airbus and each 
Industrial Party, without any further inter vention of Belairbus, relating solely to such 
Industrial Party’s scope of work for the relevant aircraft type under the Existing 
Airbus -Belairbus Supply Agreement relating thereto;  
2.2. amendment of Belairbus’s constitutive documents so that:  
(a) Belairbus’s activ ities are limited to the management of its rights and 
obligations under the Existing Airbus -Belairbus Supply Agreements;  
(b) The only management body of Belairbus is its board of directors; and  
(c) The Parties appoint directors to the Belairbus board of directors that: 
(i) Are independent of any of Belairbus’s shareholders;  
(ii) Have not been employed or engaged as a consultant by the Parties 
during a period of five years preceding their appointment; and  
(iii) Do not have a financial interest in the Parties and do not have a 
spouse, co -habitee or relative (up to the second degree) that has a 
financial interest in the Parties or whose independence from the 
Parties reasonably may be doubted.  
2.3. In addition, the Parties commit that the activities of Belairbus will, […], be strictly 
limited to the management and exercise by Belairbus of its rights and continuing 
obligations under the Existing Airbus -Belairbus Supply Agreements. As a result, the 
Parties commit that Belairbus, […], will not be involved in any activity that is not 
strictly necessary for the management of its rights and obligations under the Existing 
Airbus -Belairbus Supply Agreements. Moreover, the Parties commit that, […], the 
current supply agreements between Airbus and Belairbus will remain applicable only 
to rights and o bligations (including claims and liabi lities) resulting from the 
(non-)performance of Airbus or Belairbus’s obligations under the current supply 
agreements. The Parties commit that, as from Closing, Belairbus’s activities will be 
limited to the following:  
(a) The processing of orders for goods and services ordered by Airbus […]. This 
requires Belairbus temporarily to remain involved in the processing of goods 
 
-4- and services ordered by Airbus (such as the issuing and processing of 
invoices) […]. This will not requ ire commercial negotiations with Airbus or 
between Asco, Sonaca and BMT Eurair. Such orders are governed by the 
terms and conditions in the current supply agreements between Airbus and 
Belairbus as they exist […]. This activity will automatically decrease and 
eventually be discontinued once all the orders placed under the current supply 
agreements between Airbus and Belairbus have been processed.  
(b) The management of disputes in relation to goods or services ordered under 
the current supply agreements between Airbus and Belairbus. For example, if 
Airbus claims a breach of a warranty or other liability in relation to a product 
produced under the current supply agreements with Belairbus, such claim will 
still be directed at Belairbus.  
2.4. Apart from these two excepti ons, the Parties commit that the current supply 
agreements between Airbus and Belairbus will no longer apply, and Belairbus will 
conduct no other activity […].  
Commitment to preserve the confidentiality of Sonaca information  
3. The Parties also commit to:  
(a) use all means  necessary to ensure that commercially sensitive information originating 
from Sonaca, including but not limited to commercially sensitive technical and 
pricing information, to which Asco employees have access, or have had access, shall:  
(i) to the extent it is not required for Asco to perform the Asco Scope of Work, 
be destroyed […], provided that Asco may lodge one copy of material that 
may contain such information with a third party on terms that make it 
inaccessible to Spirit employees and Asco  employees […] 
(ii) to the extent it is required for Asco to perform the Asco Scope of Work, not 
be:  
(x) disclosed or made available by Asco to employees of the Spirit 
Group (other than Asco), or  
(y) used by Asco for any purpose other than what is strictly necessary for 
the performance of the Asco Scope of Work; and  
(b) enter  into legally binding written agreement with Sonaca to give effect to the Parties’ 
commitment to the Commission in paragraph 3(a), and which provides for all disputes 
under such agreement to  be resolved by arbitration.  
4. The measures described in paragraph 3(a) shall include, […]: 
(a) […]; 
 
-5- (b) […]; 
(c) […]; 
(d) […]; 
(e) […]; 
(f) […] 
(g) […]. 
Compliance with the Commitments  
5. The Parties shall  be deemed  to have complied  with the Commitm ents if: 
(a) (i) Asco has entered into final binding agreements with the other Industrial Parties, 
Airbus and Belairbus to give effect to the Commitments in paragraph 2 above; (ii)  the 
Parties have taken the measures necessary to comply with paragraph 3 above; and 
(iii) the Commission has appro ved such agreements and measures as being consistent 
with the Commitments;  
(b) the Belairbus Disaggregation becomes effective no later […], except for the 
modification of the new Belairbus Articles of Association, which shall occur no later 
than […]; and  
(c) until such time as Spirit and its Affiliated Undertakings cease to be shareholders of 
Belairbus, Spirit shall not, and shall procure that its Affiliated Undertakings shall not, 
do anything that is in conflict with the changes made to Belairbus by the Belairbus 
Disaggregation.  
Section C.  Related commitments  
Reporting 
6. No later than 10 calendar days after the end of each month following the Effective Date, Spirit 
shall submit to the Commission a written report describing progress made during the prior 
month in the implementation of the Commitments.  
[…] 
7. […]: 
(a) […];  
(b) […] 
(c) […]. 
 
-6- Section D. Monitoring Trustee  
I.  Appointment procedure  
8. The Parties shall  appoint a Monitoring  Trustee to carry  out the functi ons specified  in these 
Commitments for  a Monitoring  Trustee.  
9. The Monitoring Trustee shall: 
(a) at the time of appointment, be independent of the Parties and their Affiliated 
Undertakings;  
(b) possess the necessary qualificatio ns to carry  out its mandate, for example have 
suffic ient relevant  experience  as an investment banker or consultant or auditor; and 
(c) neither  have nor become  exposed to a Conflict of Interest.  
10. The Monitoring Trustee shall be remunerated by Spirit in a way that does not impede the 
independent and effective fulfilment of its mandate.  
Proposal by the Parties  
11. No later than two weeks after the Effective Date,  Spirit shall  submit the name or names  of 
one or more natural or legal  persons whom the Parties propose  to appoint as the 
Monitoring  Trustee to the C ommission for approval.  The proposal  shall co ntain sufficient  
infor mation for the Commission to verify  that the person  or persons proposed as Monitoring 
Trustee fulfil the requireme nts set out in paragraph  9 and shall  include: 
(a) the full  terms of the pro posed mandate, which  shall include all provisions  necessary  to 
enable  the Monitoring Trustee to fulfil its duties under  these Commitments; and  
(b) the outline of a work  plan which  describes how the Monitoring Trustee intends  to 
carry  out its as signed  tasks.  
Approval or rejection by the Commission 
12. The Commission shall  have the discr etion to approve or reject the proposed Monitoring 
Trustee(s) and to approve the proposed mandate subject to any modifications it deems 
necessary for the Monitoring Trustee to fulfil its obligations. If only one name is approved, 
the Parties shall appoint or cause to  be appointed  the person  or persons  concerned  as 
Monitoring Trustee, in accordance with  the mandate approved  by the C ommission. If more 
than one name is approved, the Parties  shall  be free to choose the Monitoring Trustee  to be 
appointed  from  among the names approved. The Monitoring Trustee shall  be appointed  within 
one week of the Commission’s approval,  in accordance with the mandate approved  by the 
Commission. 
 
-7- New proposal by the Parties  
13. If all the pro posed Monitoring Trustees are re jected, Spirit shall su bmit the n ames of at least 
two more natural or legal  persons  within  one week of being infor med of the rejection, in 
accordance with paragraph 11  of these Commitments. 
Monitoring Trustee  nominated by the Commission  
14. If all further proposed Monitoring Trust ees are rejected by the Commis sion, the Commission 
shall  nominate a Monitoring Tr ustee, whom the Parties shall  appoint, or cause  to be 
appointed,  in accordance with  a monitoring  trustee mandate ap proved  by the Com mission. 
II. Functions of the Monitoring Trustee  
15. The Monitoring  Trustee shall  assume its specified  duties and obligations in order  to ensure 
compliance  with the  Commitments. T he Commission  may, on its own initiati ve or at the 
request of the Monitoring  Trustee or Spirit, give a ny orders or instructi ons to the Monitoring 
Trustee in order to ensure co mpliance with the c onditions  and obligations attached  to the 
Decision. 
Duties  and obligations of the Monitoring Trustee  
16. The Monitoring Tr ustee shall:  
(a) propose in its first report to the Commis sion a detailed  work  plan describing  
how it inten ds to monitor compliance with the o bligations and co nditions attac hed to 
the De cision;  
(b) oversee the Parties’ c ompliance  with the conditions  and o bligations  attached  to the 
Decision;  
(c) provide to the Commission, sending the Parties a non -confidential copy  at the 
same  time, a written rep ort within  15 days after the end of every  month that shall 
describe the actions taken by the Parties during the previous month in connection with 
the Commitments; and  
(d) promptly report in writi ng to the Commission, sending the Parties  a non-confidential  
copy  at the same  time, if it concludes on reasonable grounds  that the Parties are 
failing  to comply with these C ommitments. 
III. Duties  and obligati ons of the Parties  
17. The Parties shall provide and shall cause their advisors to provide the Monitoring Trustee with 
all such co -operation, assistance and information as the Monitoring Trustee may reasonably 
require to perform its tasks. T he Monitoring Trustee shall have full and complete access to 
any of the Parties’ books, records, documents, management or other personnel, facilities, sites 
and technical information necessary for fulfilling its duties under the Commitments and the 
Parties  shall provide the Monitoring Trustee upon request with copies of any document. The 
 
-8- Parties shall make available to the Monitoring Trustee one or more offices on their premises 
and shall be available for meetings in order to provide the Monitoring Trustee with all 
information necessary for the performance of its tasks.  
18. The Parties shall  indemnify the Monitoring Trustee  and its employees and agents  (each an 
“Indemnif ied P arty”) and h old each Indemnified Party  harmless against,  and hereby  agrees  
that an Indemnified Par ty shall ha ve no liabili ty to the Parties  for, any liabili ties arising out 
of the performance of  the Monitoring Trustee’s duties under the Commitments, except to the 
extent that such liabilities result from the willful default, recklessn ess, gross  negligence or bad 
faith of the Monitoring  Trustee,  its employees, agents or advisors.  
19. At the expense of the Parties,  the Monitoring  Trustee may appoint advisors  (in particular  
for legal  advice), su bject to the Parties’ approval (t his approval  not to be unreasonably 
withheld or  delayed) if  the Monitoring  Trustee considers  the appointm ent of  such advisors  
necessary or appropriate for  the perf ormance of its duties and obligations  under the 
mandate,  provided  that any fees and other ex penses  incurred  by the Monitoring  Trustee are 
reasonable. S hould the Parties refuse  to approve the advisors pro posed by the Monitoring  
Trustee the Commission may approve the appointment of  such advisors  inste ad, after  having 
heard the Parties.  Only the Monitoring  Trustee shall  be entitled to issue  instructions  to the 
advisors.  
20. The Parties agr ee that the Commission m ay share  Confidential Infor mation proprietary  to the 
Parties  with the Monitoring  Trustee. The Monitoring  Trustee shall  not disclose  such 
infor mation and the principles  contained  in Artic le 17(1)  and (2) of the Merger  Regulation  
apply  mutatis muta ndis. 
21. The Parties  agree  that the contact details  of the Monitoring  Trustee  are p ublished  on the 
website  of the Commission’s Directorate-General  for Competition and they shall inform  
interested third  parties, in particular  any potential  purchasers,  of the identity and the tasks of  
the Monitoring  Trustee.  
22. Until such time as Spirit and its Affiliated Undertakings cease to be shareholders of Belairbus, 
the Commission  may request all inform ation from  the Parties that is reasonably necessary  
to monit or the effective  implementation  of these Commitments. 
IV. Replacem ent, discharge  and reappoint ment of the Monitoring  Trust ee 
23. If the Monitoring Trustee ceases  to perform  its functi ons under the  Commitments or for any 
other g ood cause, inclu ding the exposure of the Monitoring  Trustee  to a Conflict of Interest:  
(a) the Commission may, after hearing the Monitoring Trustee and the Parties, require  the 
Parties to  replace  the Monitoring  Trustee; or 
(b) the Parties may, with the prior  approval  of the Commission, replace  the Monitoring  
Trustee.  
24. If the Monitoring Trustee is removed according to paragraph 23 of these Commitments, the 
Monitoring Trustee may be required to continue in its function  until a new Monitoring Trustee 
 
-9- is in place to whom the Monitoring Trustee has effected a full hand -over of all relevant 
information. The new Monitoring Trustee shall be appointed in accordance with the procedure 
referred to in paragraphs 11 -14 of these Co mmitments.  
25. Unless  removed according  to paragraph  23 of these  Commi tments, the Monitoring Trustee 
shall  cease to act  as Monitoring Trustee on the date that is […] after the Effective Date unless, 
upon a reasoned request by Spirit, the Commission decides that the Monitoring Trustee’s 
appointment may terminate sooner.  Howeve r, the Comm ission m ay at any time require the 
reappoin tment of the Monitoring  Trustee  if it subsequently  appears that  the relevant  
remedies  might not have  been  fully and proper ly implemented.  
Section E. The review clause  
26. The Commission  may extend  the time periods fores een in the Commitments in response  
to a req uest from  the Parties  or, in appro priate cases, on its own initiati ve. Where a Party  
requests an extension  of a time period, it shall  submit a reasoned request to the Commis sion 
no later than one month before the ex piry of that period, showing  good  cause. This request 
shall be  accompanied by a report from the Monitoring Trustee,  who shall,  at the same  time 
send a non-confidential  copy  of the report to the  Parties.  Only  in excepti onal circumstances 
shall the Parties  be entitled  to request  an extension within  the last month of any period. 
27. The Commission  may further, in res ponse to a rea soned request from  the Parties sh owing  
good cause, waive, modify or  substitute, in excepti onal circumstances, one or more of the 
underta kings in  these  Commi tments. This request shall  be accompanied  by a report from the 
Monitoring Trustee,  who shall, at the same  time, send a non-confidential copy of the report 
to the Parties.  The request shall  not have the effect of suspen ding the  application  of the 
underta king an d, in particular, of suspending the expiry of any time period in which  the 
underta king has to be complied with. 
Section F. Entry into force  
28. The Commi tments shall  take effect  upon the date of adoption  of the Decisio n. 
 
duly authori sed for and on behalf  of 
Spirit AeroSystems Holdings, Inc.  
8 March 2019  duly authorised for and on behalf of  
Asco Industries NV  
8 March 2019