Case 1:13-cv-01236 Document 1-1 Filed 08/13/13 Page 1 of 2 CIVIL COVER SHEET JS-44 (Rev. 5/12 DC) I. (a) PLAINTIFFS DEFENDANTS UNITED STATES OF AMERICA STATE OF ARIZONA, ET AL US AIRWAYS GROUP, INC. AMR CORPORATION 88888 COUNTY OF RESIDENCE OF FIRST LISTED DEFENDANT _____________________ (IN U.S. PLAINTIFF CASES ONLY) (b) COUNTY OF RESIDENCE OF FIRST LISTED PLAINTIFF _____________________ (EXCEPT IN U.S. PLAINTIFF CASES) NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE TRACT OF LAND INVOLVED ATTORNEYS (IF KNOWN) (c) ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER) U.S. Department of Justice Antitrust Division 450 5th Street, NW, Suite 7100 202-305-0128 II. BASIS OF JURISDICTION (PLACE AN x IN ONE BOX ONLY) o 1 U.S. Government Plaintiff o 3 Federal Question (U.S. Government Not a Party) o 2 U.S. Government Defendant o 4 Diversity (Indicate Citizenship of Parties in item III) III. CITIZENSHIP OF PRINCIPAL PARTIES (PLACE AN x IN ONE BOX FOR PLAINTIFF AND ONE BOX FOR DEFENDANT) FOR DIVERSITY CASES ONLY! DFT PTF PTF Citizen of this State Citizen of Another State Citizen or Subject of a Foreign Country o1 o1 o2 o2 o3 o3 Incorporated or Principal Place of Business in This State Incorporated and Principal Place of Business in Another State Foreign Nation DFT o4 o4 o5 o5 o6 o6 IV. CASE ASSIGNMENT AND NATURE OF SUIT (Place an X in one category, A-N, that best represents your Cause of Action and one in a corresponding Nature of Suit) o A. Antitrust 410 Antirust o o o B. Personal Injury/ Malpractice 310 Airplane 315 Airplane Product Liability 320 Assault, Libel & Slander 330 Federal Employers Liability 340 Marine 345 Marine Product Liability 350 Motor Vehicle 355 Motor Vehicle Product Liability 360 Other Personal Injury 362 Medical Malpractice 365 Product Liability 367 Health Care/Pharmaceutical Personal Injury Product Liability 368 Asbestos Product Liability E. General Civil (Other) Real Property 210 Land Condemnation 220 Foreclosure 230 Rent, Lease & Ejectment 240 Torts to Land 245 Tort Product Liability 290 All Other Real Property Personal Property 370 Other Fraud 371 Truth in Lending 380 Other Personal Property Damage 385 Property Damage Product Liability C. Administrative Agency Review 151 Medicare Act Social Security 861 HIA (1395ff) 862 Black Lung (923) 863 DIWC/DIWW (405(g)) 864 SSID Title XVI 865 RSI (405(g)) Other Statutes 891 Agricultural Acts 893 Environmental Matters 890 Other Statutory Actions (If Administrative Agency is Involved) OR o Bankruptcy 422 Appeal 27 USC 158 423 Withdrawal 28 USC 157 Prisoner Petitions 535 Death Penalty 540 Mandamus & Other 550 Civil Rights 555 Prison Conditions 560 Civil Detainee – Conditions of Confinement Property Rights 820 Copyrights 830 Patent 840 Trademark Federal Tax Suits 870 Taxes (US plaintiff or defendant) 871 IRS-Third Party 26 USC 7609 o D. Temporary Restraining Order/Preliminary Injunction Any nature of suit from any category may be selected for this category of case assignment. *(If Antitrust, then A governs)* F. Pro Se General Civil Forfeiture/Penalty 625 Drug Related Seizure of Property 21 USC 881 690 Other Other Statutes 375 False Claims Act 400 State Reapportionment 430 Banks & Banking 450 Commerce/ICC Rates/etc. 460 Deportation 462 Naturalization Application 465 Other Immigration Actions 470 Racketeer Influenced & Corrupt Organization 480 Consumer Credit 490 Cable/Satellite TV 850 Securities/Commodities/ Exchange 896 Arbitration 899 Administrative Procedure Act/Review or Appeal of Agency Decision 950 Constitutionality of State Statutes 890 Other Statutory Actions (if not administrative agency review or Privacy Act) Case 1:13-cv-01236 Document 1-1 Filed 08/13/13 Page 2 of 2 o G. Habeas Corpus/ 2255 o K. Labor/ERISA (non-employment) 710 Fair Labor Standards Act 720 Labor/Mgmt. Relations 740 Labor Railway Act 751 Family and Medical Leave Act 790 Other Labor Litigation 791 Empl. Ret. Inc. Security Act *(If pro se, select this deck)* *(If pro se, select this deck)* o o L. Other Civil Rights (non-employment) 441 Voting (if not Voting Rights Act) 443 Housing/Accommodations 440 Other Civil Rights 445 Americans w/Disabilities – Employment 446 Americans w/Disabilities – Other 448 Education o I. FOIA/Privacy Act 895 Freedom of Information Act 890 Other Statutory Actions (if Privacy Act) 442 Civil Rights – Employment (criteria: race, gender/sex, national origin, discrimination, disability, age, religion, retaliation) 530 Habeas Corpus – General 510 Motion/Vacate Sentence 463 Habeas Corpus – Alien Detainee o o H. Employment Discrimination 152 Recovery of Defaulted Student Loan (excluding veterans) o M. Contract J. Student Loan 110 Insurance 120 Marine 130 Miller Act 140 Negotiable Instrument 150 Recovery of Overpayment & Enforcement of Judgment 153 Recovery of Overpayment of Veteran’s Benefits 160 Stockholder’s Suits 190 Other Contracts 195 Contract Product Liability 196 Franchise N. Three-Judge Court 441 Civil Rights – Voting (if Voting Rights Act) V. ORIGIN o 1 Original o 2 Remand Proceeding from State Court o 3 Remanded from o 4 Reinstated or o 5 Transferred from o 6 Multi-district o 7 Appeal to Appellate Court Reopened another district (specify) Litigation District Judge from Mag. Judge VI. CAUSE OF ACTION (CITE THE U.S. CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE A BRIEF STATEMENT OF CAUSE.) 15 U.S.C. Section 18. Proposed merger between US Airways and American would likely substantially lessen competition. VII. REQUESTED IN COMPLAINT CHECK IF THIS IS A CLASS ACTION UNDER F.R.C.P. 23 VIII. RELATED CASE(S) IF ANY (See instruction) 08/13/2013 DATE: _________________________ DEMAND $ JURY DEMAND: YES NO Check YES only if demanded in complaint YES NO If yes, please complete related case form SIGNATURE OF ATTORNEY OF RECORD _________________________________________________________ INSTRUCTIONS FOR COMPLETING CIVIL COVER SHEET JS-44 Authority for Civil Cover Sheet The JS-44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and services of pleadings or other papers as required by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiating the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of Court for each civil complaint filed. Listed below are tips for completing the civil cover sheet. These tips coincide with the Roman Numerals on the cover sheet. I. COUNTY OF RESIDENCE OF FIRST LISTED PLAINTIFF/DEFENDANT (b) County of residence: Use 11001 to indicate plaintiff if resident of Washington, DC, 88888 if plaintiff is resident of United States but not Washington, DC, and 99999 if plaintiff is outside the United States. III. CITIZENSHIP OF PRINCIPAL PARTIES: This section is completed only if diversity of citizenship was selected as the Basis of Jurisdiction under Section II. IV. CASE ASSIGNMENT AND NATURE OF SUIT: The assignment of a judge to your case will depend on the category you select that best represents the primary cause of action found in your complaint. You may select only one category. You must also select one corresponding nature of suit found under the category of the case. VI. CAUSE OF ACTION: Cite the U.S. Civil Statute under which you are filing and write a brief statement of the primary cause. VIII. RELATED CASE(S), IF ANY: If you indicated that there is a related case, you must complete a related case form, which may be obtained from the Clerk’s Office. Because of the need for accurate and complete information, you should endure the accuracy of the information provided prior to signing the form. Case 1:13-cv-01236 Document 1-2 Filed 08/13/13 Page 1 of 2 CLEAR FORM AO 440 (Rev. 12/09; DC 03/10) Summons in a Civil Action UNITED STATES DISTRICT COURT for the District of Columbia __________ District of __________ United States of America, et al Plaintiff v. US Airways Group, Inc. AMR Corporation Defendant ) ) ) ) ) ) ) Civil Action No. 13-1236 SUMMONS IN A CIVIL ACTION To: (Defendant’s name and address) US Airways Group, Inc. 111 W. Rio Salado Parkway Tempe, AZ 85281 A lawsuit has been filed against you. Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ. P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney, whose name and address are: United States of America c/o Ryan J. Danks U.S. Department of Justice--Antitrust Division 450 5th Street NW, Suite 8000 Washington, D.C. 20530 If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. You also must file your answer or motion with the court. ANGELA D. CAESAR, CLERK OF COURT Date: 08/13/2013 Signature of Clerk or Deputy Clerk Case 1:13-cv-01236 Document 1-2 Filed 08/13/13 Page 2 of 2 AO 440 (Rev. 12/09; DC 03/10) Summons in a Civil Action (Page 2) Civil Action No. 13-1236 PROOF OF SERVICE (This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l)) This summons for (name of individual and title, if any) was received by me on (date) . ’ I personally served the summons on the individual at (place) on (date) ; or ’ I left the summons at the individual’s residence or usual place of abode with (name) , a person of suitable age and discretion who resides there, on (date) , and mailed a copy to the individual’s last known address; or ’ I served the summons on (name of individual) , who is designated by law to accept service of process on behalf of (name of organization) on (date) ; or ’ I returned the summons unexecuted because ; or ’ Other (specify): . My fees are $ for travel and $ for services, for a total of $ 0.00 I declare under penalty of perjury that this information is true. Date: Server’s signature Printed name and title Server’s address Additional information regarding attempted service, etc: Print Save As... Reset . Case 1:13-cv-01236 Document 1-3 Filed 08/13/13 Page 1 of 2 CLEAR FORM AO 440 (Rev. 12/09; DC 03/10) Summons in a Civil Action UNITED STATES DISTRICT COURT for the District of Columbia __________ District of __________ United States of America, et al Plaintiff v. US Airways Group, Inc. AMR Corporation Defendant ) ) ) ) ) ) ) Civil Action No. 13-1236 SUMMONS IN A CIVIL ACTION To: (Defendant’s name and address) US Airways Group, Inc. 111 W. Rio Salado Parkway Tempe, AZ 85281 A lawsuit has been filed against you. Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ. P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney, whose name and address are: United States of America c/o Ryan J. Danks U.S. Department of Justice--Antitrust Division 450 5th Street NW, Suite 8000 Washington, D.C. 20530 If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. You also must file your answer or motion with the court. ANGELA D. CAESAR, CLERK OF COURT Date: 08/13/2013 Signature of Clerk or Deputy Clerk Case 1:13-cv-01236 Document 1-3 Filed 08/13/13 Page 2 of 2 AO 440 (Rev. 12/09; DC 03/10) Summons in a Civil Action (Page 2) Civil Action No. 13-1236 PROOF OF SERVICE (This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l)) This summons for (name of individual and title, if any) was received by me on (date) . ’ I personally served the summons on the individual at (place) on (date) ; or ’ I left the summons at the individual’s residence or usual place of abode with (name) , a person of suitable age and discretion who resides there, on (date) , and mailed a copy to the individual’s last known address; or ’ I served the summons on (name of individual) , who is designated by law to accept service of process on behalf of (name of organization) on (date) ; or ’ I returned the summons unexecuted because ; or ’ Other (specify): . My fees are $ for travel and $ for services, for a total of $ 0.00 I declare under penalty of perjury that this information is true. Date: Server’s signature Printed name and title Server’s address Additional information regarding attempted service, etc: Print Save As... Reset . Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 1 of 56 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA 450 Fifth Street Northwest, Suite 8000 Washington, DC 20530 STATE OF ARIZONA 1275 West Washington Phoenix, AZ 85007 DISTRICT OF COLUMBIA 441 Fourth Street Northwest, Suite 600 South Washington, DC 20001 STATE OF FLORIDA PL-01, The Capitol Tallahassee, FL 32399 COMMONWEALTH OF PENNSYLVANIA 14th Floor, Strawberry Square Harrisburg, PA 17120 STATE OF TENNESSEE 500 Charlotte Avenue Nashville, TN 37202 STATE OF TEXAS 300 W.15th Street, 7th Floor Austin, TX 78701 and Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 2 of 56 COMMONWEALTH OF VIRGINIA 900 East Main Street Richmond, VA 23219 Plaintiffs, v. US AIRWAYS GROUP, INC. 111 W. Rio Salado Parkway Tempe, AZ 85281 and AMR CORPORATION 4333 Amon Carter Boulevard Fort Worth, TX 76155 Defendants. COMPLAINT The United States of America, acting under the direction of the Attorney General of the United States, and the States of Arizona, Florida, Tennessee, Texas, the Commonwealths of Pennsylvania and Virginia, and the District of Columbia (“Plaintiff States”), acting by and through their respective Attorneys General, bring this civil action under federal antitrust law to enjoin the planned merger of two of the nation’s five major airlines, US Airways Group, Inc. (“US Airways”) and AMR Corporation (“American”), and to obtain equitable and other relief as appropriate. 2 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 3 of 56 I. INTRODUCTION 1. Millions of passengers depend on the airline industry to travel quickly, efficiently, and safely between various cities in the United States and throughout the world. Since 1978, the nation has relied on competition among airlines to promote affordability, innovation, and service and quality improvements. In recent years, however, the major airlines have, in tandem, raised fares, imposed new and higher fees, and reduced service. Competition has diminished and consumers have paid a heavy price. This merger—by creating the world’s largest airline— would, in the words of US Airways’ management, “finish[ ] industry evolution.” It would reduce the number of major domestic airlines from five to four, and the number of “legacy” airlines—today, Delta, United, American, and US Airways—from four to three. In so doing, it threatens substantial harm to consumers. Because of the size of the airline industry, if this merger were approved, even a small increase in the price of airline tickets, checked bags, or flight change fees would cause hundreds of millions of dollars of harm to American consumers annually. 2. American and US Airways compete directly on thousands of heavily traveled nonstop and connecting routes. Millions of passengers benefit each year from head-to-head competition that this merger would eliminate. With less competition, airlines can cut service and raise prices with less fear of competitive responses from rivals. 3. This merger will leave three very similar legacy airlines—Delta, United, and the new American—that past experience shows increasingly prefer tacit coordination over full-throated competition. By further reducing the number of legacy airlines and aligning the economic incentives of those that remain, the merger of US Airways and American would make it easier for the remaining airlines to cooperate, rather than compete, on price and service. That enhanced 3 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 4 of 56 cooperation is unlikely to be significantly disrupted by Southwest and JetBlue, which, while offering important competition on the routes they fly, have less extensive domestic and international route networks than the legacy airlines. 4. US Airways’ own executives—who would run the new American—have long been “proponents of consolidation.” US Airways believes that the industry—before 2005—had “too many” competitors, causing an “irrational business model.” Since 2005, there has been a wave of consolidation in the industry. US Airways has cheered these successive mergers, with its CEO stating in 2011 that “fewer airlines” is a “good thing.” US Airways’ President explained this thinking that same year: “Three successful fare increases – [we are] able to pass along to customers because of consolidation.” (emphasis added). Similarly, he boasted at a 2012 industry conference: “Consolidation has also . . . allowed the industry to do things like ancillary revenues [e.g., checked bag and ticket change fees] . . . . That is a structural permanent change to the industry and one that’s impossible to overstate the benefit from it.” In essence, industry consolidation has left fewer, more-similar airlines, making it easier for the remaining airlines to raise prices, impose new or higher baggage and other ancillary fees, and reduce capacity and service. This merger positions US Airways’ management to continue the trend—at the expense of consumers. 5. US Airways intends to do just that. If this merger were approved, US Airways would no longer need to offer low-fare options for certain travelers. For example, US Airways employs “Advantage Fares,” an aggressive discounting strategy aimed at undercutting the other legacy airlines’ nonstop fares with cheaper connecting service. US Airways’ hubs are in cities that generate less lucrative nonstop traffic than the other legacy airlines’ hubs. To compensate, US 4 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 5 of 56 Airways uses its Advantage Fares to attract additional passengers on flights connecting through its hubs. 6. The other legacy airlines take a different approach. If, for example, United offers nonstop service on a route, and Delta and American offer connecting service on that same route, Delta and American typically charge the same price for their connecting service as United charges for its nonstop service. As American executives observed, the legacy airlines “generally respect the pricing of the non-stop carrier [on a given route],” even though it means offering connecting service at the same price as nonstop service. But American, Delta, and United frequently do charge lower prices for their connecting service on routes where US Airways offers nonstop service. They do so to respond to US Airways’ use of Advantage Fares on other routes. 7. If the merger were approved, US Airways’ economic rationale for offering Advantage Fares would likely go away. The merged airline’s cost of sticking with US Airways’ one-stop, low-price strategy would increase. Delta and United would likely undercut the merged firm on a larger number of nonstop routes. At the same time, the revenues generated from Advantage Fares would shrink as American’s current nonstop routes would cease to be targets for Advantage Fares. The bottom line is that the merged airline would likely abandon Advantage Fares, eliminating significant competition and causing consumers to pay hundreds of millions of dollars more. 8. Consumers will likely also be harmed by the planned merger because American had a standalone plan to emerge from bankruptcy poised to grow. American planned to expand domestically and internationally, adding service on nearly 115 new routes. To support its plan, American recently made the largest aircraft order in industry history. 5 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 6 of 56 9. American’s standalone plan would have bucked current industry trends toward capacity reductions and less competition. US Airways called American’s growth plan “industry destabilizing” and worried that American’s plan would cause other carriers to react “with their own enhanced growth plans . . . .” The result would be to increase competitive pressures throughout the industry. After the merger, US Airways’ current executives—who would manage the merged firm—would be able to abandon American’s efforts to expand and instead continue the industry’s march toward higher prices and less service. As its CEO candidly stated earlier this year, US Airways views this merger as “the last major piece needed to fully rationalize the industry.” 10. Passengers to and from the Washington, D.C. area are likely to be particularly hurt. To serve Ronald Reagan Washington National Airport (“Reagan National”), a carrier must have “slots,” which are government-issued rights to take off and land. US Airways currently holds 55% of the slots at Reagan National and the merger would increase the percentage of slots held by the combined firm to 69%. The combined airline would have a monopoly on 63% of the nonstop routes served out of the airport. Competition at Reagan National cannot flourish where one airline increasingly controls an essential ingredient to competition. Without slots, other airlines cannot enter or expand the number of flights that they offer on other routes. As a result, Washington, D.C. area passengers would likely see higher prices and fewer choices if the merger were approved. 11. Notwithstanding their prior unequivocal statements about the effects of consolidation, the defendants will likely claim that the elimination of American as a standalone competitor will benefit consumers. They will argue that Advantage Fares will continue, existing capacity levels and growth plans will be maintained, and unspecified or unverified “synergies” will materialize, 6 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 7 of 56 creating the possibility of lower fares. The American public has seen this before. Commenting on a commitment to maintain service levels made by two other airlines seeking approval for a merger in 2010, the CEO of US Airways said: “I’m hopeful they’re just saying what they need . . . to get this [transaction] approved.” By making claims about benefits that are at odds with their prior statements on the likely effects of this merger, that is precisely what the merging parties’ executives are doing here—saying what they believe needs to be said to pass antitrust scrutiny. 12. There is no reason to accept the likely anticompetitive consequences of this merger. Both airlines are confident they can and will compete effectively as standalone companies. A revitalized American is fully capable of emerging from bankruptcy proceedings on its own with a competitive cost structure, profitable existing business, and plans for growth. US Airways today is competing vigorously and earning record profits. Executives of both airlines have repeatedly stated that they do not need this merger to succeed. 13. The merger between US Airways and American would likely substantially lessen competition, and tend to create a monopoly, in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. Therefore, this merger should be permanently enjoined. II. JURISDICTION, INTERSTATE COMMERCE, AND VENUE 14. The United States brings this action, and this Court has subject-matter jurisdiction over this action, under Section 15 of the Clayton Act, as amended, 15 U.S.C. § 25, to prevent and restrain US Airways and American Airlines from violating Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18. 15. The Plaintiff States bring this action under Section 16 of the Clayton Act, 15 U.S.C. § 26, to prevent and restrain US Airways and American Airlines from violating Section 7 of the 7 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 8 of 56 Clayton Act, as amended, 15 U.S.C. § 18. The Plaintiff States, by and through their respective Attorneys General, bring this action as parens patriae on behalf of the citizens, general welfare, and economy of each of their states. 16. The defendants are engaged in, and their activities substantially affect, interstate commerce, and commerce in each of the Plaintiff States. US Airways and American Airlines each annually transport millions of passengers across state lines throughout this country, generating billions of dollars in revenue while doing so. 17. Venue is proper under Section 12 of the Clayton Act, 15 U.S.C. § 22. This Court also has personal jurisdiction over each defendant. Both defendants are found and transact business in this judicial district. III. THE DEFENDANTS AND THE TRANSACTION 18. Defendant US Airways Group, Inc., is a Delaware corporation headquartered in Tempe, Arizona. Last year, it flew over fifty million passengers to approximately 200 locations worldwide, taking in more than $13 billion in revenue. US Airways operates hubs in Phoenix, Charlotte, Philadelphia, and Washington, D.C. 19. US Airways is performing exceptionally well. In 2012, it enjoyed record profits. It is operating at high load factors—the percentage of seats sold on its flights—and has a national and international route network, alliances with international airlines, a strong brand name, modern equipment, and a competitive cost structure. In mid-2012, US Airways’ CEO, touting the airline’s “record second quarter results,” told Dow Jones that the company “has a great business model that works and we certainly don’t need to merge with another airline.” 20. Defendant AMR Corporation is a Delaware corporation headquartered in Fort Worth, Texas. AMR Corporation is the parent company of American Airlines. Last year, American 8 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 9 of 56 flew over eighty million passengers to approximately 250 locations worldwide, taking in more than $24 billion in revenue. American operates hubs in New York, Los Angeles, Chicago, Dallas, and Miami. The American Airlines brand is “one of the most recognized . . . in the world.” 21. In November 2011, American filed for bankruptcy reorganization and is currently under the supervision of the Bankruptcy Court for the Southern District of New York. American adopted and implemented a standalone business plan designed “to restore American to industry leadership, profitability and growth.” While in bankruptcy, American management “pursued and successfully implemented” key provisions of this plan, including revenue and network enhancements, as well as “restructuring efforts [that] have encompassed labor cost savings, managerial efficiencies, fleet reconfiguration, and other economies . . . .” That work has paid off. American reported that its revenue growth has “outpaced” the industry since entering bankruptcy and in its most recent quarterly results reported a company record-high $5.6 billion in revenues, with $357 million in profits. Under experienced and sophisticated senior management, American’s restructuring process has positioned it to produce “industry leading profitability.” As recently as January 8, 2013, American’s management presented plans to emerge from bankruptcy that would increase the destinations American serves in the United States and the frequency of its flights, and position American to compete independently as a profitable airline with aggressive plans for growth. 22. US Airways sees American the same way. Its CEO observed in December 2011 that “A[merican] is not going away, they will be stronger post-bankruptcy because they will have less debt and reduced labor costs.” A US Airways’ executive vice president similarly wrote in July 2012 that “[t]here is NO question about AMR’s ability to survive on a standalone basis.” 9 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 10 of 56 23. US Airways and American agreed to merge on February 13, 2013. US Airways shareholders would own 28 percent of the combined airline, while American shareholders, creditors, labor unions, and employees would own 72 percent. The merged airline would operate under the American brand name, but the new American would be run by US Airways management. IV. THE RELEVANT MARKETS A. Scheduled Air Passenger Service Between Cities 24. Domestic scheduled air passenger service enables consumers to travel quickly and efficiently between various cities in the United States. Air travel offers passengers significant time savings and convenience over other forms of travel. For example, a flight from Washington, D.C. to Detroit takes just over an hour of flight time. Driving between the two cities takes at least eight hours. A train between the two cities takes more than fifteen hours. 25. Due to time savings and convenience afforded by scheduled air passenger service, few passengers would substitute other modes of transportation (car, bus, or train) for scheduled air passenger service in response to a small but significant industry-wide fare increase. Another way to say this, as described in the Fed. Trade Comm’n & U.S. Dep’t of Justice Horizontal Merger Guidelines (2010), and endorsed by courts in this Circuit, is that a hypothetical monopolist of all domestic scheduled air passenger service likely would increase its prices by at least a small but significant and non-transitory amount. Scheduled air passenger service, therefore, constitutes a line of commerce and a relevant product market within the meaning of Section 7 of the Clayton Act. 26. A “city pair” is comprised of a flight’s departure and arrival cities. For example, a flight departing from Washington and arriving in Chicago makes up the Washington-Chicago city pair. 10 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 11 of 56 Passengers seek to depart from airports close to where they live and work, and arrive at airports close to their intended destinations. Most airline travel is related to business, family events, and vacations. Thus, most passengers book flights with their origins and destinations predetermined. Few passengers who wish to fly from one city to another would likely switch to flights between other cities in response to a small but significant and non-transitory fare increase. 27. Airlines customarily set fares on a city pair basis. For each city pair, the degree and nature of the competition from other airlines generally plays a large role in an airline’s pricing decision. 28. Therefore, a hypothetical monopolist of scheduled air passenger service between specific cities likely would increase its prices by at least a small but significant and non-transitory amount. Accordingly, each city pair is a relevant geographic market and section of the country under Section 7 of the Clayton Act. 29. Consumer preferences also play a role in airline pricing and are relevant for the purpose of analyzing the likely effects of the proposed merger. Some passengers prefer nonstop service because it saves travel time; some passengers prefer buying tickets at the last minute; others prefer service at a particular airport within a metropolitan area. For example, most business customers traveling to and from downtown Washington prefer service at Reagan National over other airports in the Washington, D.C. metropolitan area. Through a variety of fare restrictions and rules, airlines can profitably raise prices for some of these passengers without raising prices for others. Thus, the competitive effects of the proposed merger may vary among passengers depending on their preferences for particular types of service or particular airports. 11 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 12 of 56 B. Takeoff and Landing Slots at Reagan National Airport 30. Reagan National is one of only four airports in the country requiring slots for takeoffs and landings. Slots are expensive (often valued at over $2 million per slot), difficult to obtain, and only rarely change hands between airlines. There are no alternatives to slots for airlines seeking to enter or expand their service at Reagan National. 31. Reagan National is across the Potomac River from Washington, D.C., and, due to its proximity to the city and direct service via the Metro, airlines actively seek to serve passengers flying into and out of Reagan National. Airlines do not view service at other airports as adequate substitutes for service offered at Reagan National for certain passengers, and thus they are unlikely to switch away from buying or leasing slots at Reagan National in response to a small but significant increase in the price of slots. Airlines pay significant sums for slots at Reagan National, despite having the option of serving passengers through the region’s other airports. A hypothetical monopolist of slots at Reagan National likely would increase its prices by at least a small but significant and non-transitory amount. Thus, slots at Reagan National Airport constitute a line of commerce, section of the country, and relevant market within the meaning of Section 7 of the Clayton Act. V. THE MERGER IS LIKELY TO RESULT IN ANTICOMPETITIVE EFFECTS A. Industry Background 32. Today, four network or “legacy” airlines remain in the United States: American, US Airways, United, and Delta. These four have extensive national and international networks, connections to hundreds of destinations, established brand names, and strong frequent flyer reward programs. In addition, there are non-network airlines, including Southwest Airlines and a handful of smaller firms, which typically do not offer “hub-and-spoke” service. 12 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 13 of 56 33. Airlines compete in many ways. One is the price of a ticket. Airlines also compete based on: nonstop versus connecting flights; number of destinations served; convenient flight schedules; passenger comfort and seating policies; choices for classes of service; carry-on baggage policies; the degree of personal service at ticket counters and boarding areas; onboard meal and drink service; in-flight entertainment; and the quality and generosity of frequent flyer programs. 34. Since 2005, the U.S. airline industry has undergone significant consolidation. The consolidation “wave” started with the 2005 merger between US Airways and America West, creating today’s US Airways. In 2008, Delta and Northwest Airlines merged; in 2010, United and Continental merged; and in 2011, Southwest Airlines and AirTran merged. The chart below, in which one of US Airways’ executive vice presidents referred to industry consolidation as the “New Holy Grail,” demonstrates that since 2005 the number of major airlines has dropped from nine to five. New Order: New Holy Grail - Industry Consolidation The major airlines have consolidated to 5 from 9 since 2005 2005 2008 53 13 2010 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 14 of 56 35. Increasing consolidation among large airlines has hurt passengers. The major airlines have copied each other in raising fares, imposing new fees on travelers, reducing or eliminating service on a number of city pairs, and downgrading amenities. An August 2012 presentation from US Airways observes that consolidation has resulted in “Fewer and Larger Competitors.” The structural change to “fewer and larger competitors” has allowed “[t]he industry” to “reap the benefits.” Those benefits to the industry are touted by US Airways in the same presentation as including “capacity reductions” and new “ancillary revenues” like bag fees. B. Many Relevant Markets Are Highly Concentrated and the Planned Merger Would Significantly Increase that Concentration 36. In 2005, there were nine major airlines. If this merger were approved, there would be only four. The three remaining legacy airlines and Southwest would account for over 80% of the domestic scheduled passenger service market, with the new American becoming the biggest airline in the world. 37. Market concentration is one useful indicator of the level of competitive vigor in a market, and the likely competitive effects of a merger. The more concentrated a market, and the more a transaction would increase concentration in a market, the more likely it is that a transaction would result in a meaningful reduction in competition. Concentration in relevant markets is typically measured by the Herfindahl-Hirschman Index (“HHI”). Markets in which the HHI exceeds 2,500 points are considered highly concentrated. Post-merger increases in HHI of more than 200 points are considered to be significant increases in concentration. 38. In more than 1,000 of the city pair markets in which American and US Airways currently compete head-to-head, the post-merger HHI would exceed 2,500 points and the merger would increase the HHI by more than 200 points. For example, on the Charlotte-Dallas city pair, the post-merger HHI will increase by 4,648 to 9,319 (out of 10,000). In these markets, US Airways 14 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 15 of 56 and American annually serve more than 14 million passengers and collect more than $6 billion in fares. The substantial increases in concentration in these highly concentrated markets demonstrate that in these relevant markets, the merger is presumed, as a matter of law, to be anticompetitive. The relevant markets described in this paragraph are listed in Appendix A. 39. Other city pairs across the country would likely be affected by the loss of competition stemming from this planned merger. In some of these markets, US Airways and American compete head-to-head, often offering consumers discounted fares. If approved, this merger will likely end much of that discounting, significantly harming consumers in the process. Moreover, the loss of competition in these markets would increase the likelihood that the remaining airlines can coordinate to raise price, reduce output, and diminish the quality of their services. In these relevant markets, the merger is likely also to substantially lessen competition. 40. In the market for slots at Reagan National, the merger would result in a highly concentrated market, with a post-merger HHI of 4,959. The merger would also significantly increase concentration by 1,493 points. As a result, the merger should be presumed, as a matter of law, to be anticompetitive. C. This Merger Would Increase the Likelihood of Coordinated Behavior Among the Remaining Network Airlines Causing Higher Fares, Higher Fees, and More Limited Service 41. The structure of the airline industry is already conducive to coordinated behavior: Few large players dominate the industry; each transaction is small; and most pricing is readily transparent. 42. For example, the legacy airlines closely watch the pricing moves of their competitors. When one airline “leads” a price increase, other airlines frequently respond by following with price increases of their own. The initiating carrier will lead the price increase and then see if the 15 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 16 of 56 other carriers will match the increase. If they do not, the initiating carrier will generally withdraw the increase shortly thereafter. 43. The legacy airlines also use what they call “cross-market initiatives,” or “CMIs,” to deter aggressive discounting and prevent fare wars. A CMI occurs where two or more airlines compete against each other on multiple routes. If an airline offers discounted fares in one market, an affected competitor often responds with discounts in another market—a CMI—where the discounting airline prefers a higher fare. CMIs often cause an airline to withdraw fare discounts. For example, in the fall of 2009, US Airways lowered fares and relaxed restrictions on flights out of Detroit (a Delta stronghold) to Philadelphia. Delta responded by offering lower fares and relaxed restrictions from Boston to Washington (a US Airways stronghold). US Airways’ team lead for pricing observed Delta’s move and concluded “[w]e have more to lose in BOSWAS . . . I think we need to bail on the [Detroit-Philadelphia] changes.” 44. There is also past express coordinated behavior in the industry. For example, all airlines have complete, accurate, and real-time access to every detail of every airline’s published fare structure on every route through the airline-owned Airline Tariff Publishing Company (“ATPCO”). US Airways’ management has called ATPCO “a dedicated price-telegraph network for the industry.” The airlines use ATPCO to monitor and analyze each other’s fares and fare changes and implement strategies designed to coordinate pricing. Airlines have previously used ATPCO to engage in coordinated behavior. In 1992, the United States filed a lawsuit to stop several airlines, including both defendants, from using their ATPCO filings as a signaling device to facilitate agreements on fares. That lawsuit resulted in a consent decree, now expired. 45. US Airways also has communicated directly with a competitor when it was upset by that competitor’s efforts to compete more aggressively. In 2010, one of US Airways’ larger rivals 16 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 17 of 56 extended a “triple miles” promotion that set off a market share battle among legacy carriers. The rival airline was also expanding into new markets and was rumored to be returning planes to its fleet that had been mothballed during the recession. US Airways’ CEO complained about these aggressive maneuvers, stating to his senior executives that such actions were “hurting [the rival airline’s] profitability – and unfortunately everyone else’s.” US Airways’ senior management debated over email about how best to get the rival airline’s attention and bring it back in line with the rest of the industry. In that email thread, US Airways’ CEO urged the other executives to “portray[ ] these guys as idiots to Wall Street and anyone else who’ll listen.” Ultimately, to make sure the message was received, US Airways’ CEO forwarded the email chain—and its candid discussion about how aggressive competition would be bad for the industry—directly to the CEO of the rival airline. (The rival’s CEO immediately responded that it was an inappropriate communication that he was referring to his general counsel.) 46. Coordination becomes easier as the number of major airlines dwindles and their business models converge. If not stopped, the merger would likely substantially enhance the ability of the industry to coordinate on fares, ancillary fees, and service reductions by creating, in the words of US Airways executives, a “Level Big 3”of network carriers, each with similar sizes, costs, and structures. 47. Southwest, the only major, non-network airline, and other smaller carriers have networks and business models that differ significantly from the legacy airlines. Traditionally, Southwest and other smaller carriers have been less likely to participate in coordinated pricing or service reductions. For example, Southwest does not charge customers for a first checked bag or ticket change fees. Yet that has not deterred the legacy carriers from continuing, and even increasing, those fees. In November 2011, a senior US Airways executive explained to her boss the reason: 17 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 18 of 56 “Our employees know full well that the real competition for us is [American], [Delta], and [United]. Yes we compete with Southwest and JetBlue, but the product is different and the customer base is also different.” 1. The Merger Would Likely Result in the Elimination of US Airways’ Advantage Fares 48. On routes where one legacy airline offers nonstop service, the other legacies “generally respect the pricing of the non-stop carrier,” as American has put it. Thus, if American offers nonstop service from Washington to Dallas at $800 round-trip, United and Delta will, “[d]espite having a service disadvantage,” price their connecting fares at the level of American’s nonstop fares. The legacy carriers do this because if one airline, say Delta, were to undercut fares in markets where American offers nonstop service, American would likely do the same in Delta’s nonstop markets. To Delta, the cost of being undercut in its nonstop markets exceeds the benefit it would receive from winning additional passengers in American nonstop markets. 49. US Airways, alone among the legacy carriers, has a different cost-benefit analysis for pricing connecting routes. Although it too is a national network carrier, US Airways has hubs in cities that generate less revenue from passengers flying nonstop than the other legacy airlines’ hubs. Because US Airways’ hubs generate less revenue from passengers flying nonstop, US Airways must gain more revenue from connecting passengers. It gets that revenue by offering connecting service that is up to 40% cheaper than other airlines’ nonstop service. US Airways calls this program “Advantage Fares.” 50. Millions of consumers have benefitted. Advantage Fares offer consumers, especially those who purchase tickets at the last minute, meaningfully lower fares. The screenshot below from ITA Software, Airfare Matrix (“ITA”), taken on August 12, 2013, for travel departing on 18 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 19 of 56 August 13 and returning August 14 from Miami to Cincinnati, shows the benefits of US Airways’ Advantage Fare program to passengers 1: American is the only airline on this route to offer nonstop service, charging $740. Delta and United do not meaningfully compete. Both charge more for their connecting service than American charges for nonstop service. Thus, on this particular route, a passenger who chose Delta or United would pay more for an inferior product. In contrast, US Airways’ fares today are significantly lower than American’s fares, and offer consumers a real choice. Those consumers who are more price conscious receive the benefit of a substantially lower-fare option. In this case, a customer who purchased a US Airways one-stop ticket would save $269 compared to American’s nonstop service. 51. The benefits from Advantage Fares extend to hundreds of other routes, including those where more than one carrier offers nonstop service. The screenshot below from ITA, taken on August 12, 2013, for travel departing on August 13 and returning August 14 from New York to Houston, demonstrates just how dramatic the savings can be: 1 “Multiple Airlines” refers to an itinerary where a passenger uses different airlines for their departing and returning flights. 19 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 20 of 56 US Airways’ connecting fare is $870 cheaper than the other legacy carriers’ nonstop flights, and beats JetBlue and AirTran’s fares by more than $300. Although Southwest does not participate in the standard online travel sites, a cross-check against the Southwest website demonstrates that US Airways also beats Southwest’s $887 nonstop fare by more than $300. 52. Other airlines have chosen to respond to Advantage Fares with their own low connecting fares in markets where US Airways has nonstop service. That is, the other legacy airlines undercut US Airways’ nonstop fares the same way that US Airways undercuts their nonstop fares. The screenshot below from ITA, taken on August 12, 2013, for travel on August 13 and returning August 14 from Charlotte to Syracuse, shows how the other legacy carriers respond to Advantage Fares to the benefit of consumers: Here, US Airways is the only airline to offer nonstop service, charging $685. Delta and United undercut that price by charging $375 and $395, respectively, for connecting service. Once again, 20 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 21 of 56 consumers benefit by having the option of far less expensive connecting service. A customer who buys a Delta one-stop flight saves $310 over US Airways’ nonstop service. 53. There are over 100 routes where other carriers offer nonstop service on which US Airways does not offer Advantage Fares. Consumers in these markets are not given the option of a low-cost connecting alternative and are forced to pay significantly more for service. For example, US Airways does not currently offer Advantage Fares on flights from Cincinnati to Pittsburgh. Without the option of a low connecting fare, consumers see significantly higher prices, as illustrated by a screenshot from ITA, taken on August 12, 2013, for travel on August 13 and returning August 14: . 54. Advantage Fares have proven highly disruptive to the industry’s overall coordinated pricing dynamic. An American executive expressed her frustration in September 2011 with US Airways’ Advantage Fares, noting that US Airways was “still way undercutting us [on flights from Boston and New York to Dallas] and getting significant share.” One response American considered was to lower its fares on the same route. Another option was “to take up this battle w/them again,” in an attempt to force US Airways to limit or abandon its strategy. 55. US Airways’ President acknowledged in September 2010 that its Advantage Fare strategy “would be different if we had a different route network . . . .” Currently, US Airways’ 21 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 22 of 56 network structure precludes Delta and United from preventing US Airways’ aggressive “onestop pricing.” Because US Airways’ hubs have relatively less nonstop traffic, the other legacy airlines cannot respond sufficiently to make Advantage Fares unprofitable. But by increasing the size and scope of US Airways’ network, the merger makes it likely that US Airways will have to discontinue its Advantage Fares. 56. American’s executives agree. American believes that Advantage Fares will be eliminated because of the merger. Internal analysis at American in October 2012 concluded that “[t]he [Advantage Fares] program would have to be eliminated in a merger with American, as American’s large non-stop markets would now be susceptible to reactionary pricing from Delta and United.” Another American executive observed that same month: “The industry will force alignment to a single approach—one that aligns with the large legacy carriers as it is revenue maximizing.” 57. US Airways believes that it currently gains “most of its advantage fare value from AA,” meaning that Advantage Fares provide substantial value for US Airways on routes where American is the legacy airline offering nonstop service. Post-merger, continuing Advantage Fares would mean that US Airways was taking that value away from itself by undercutting its own nonstop prices. Plainly, this would make no sense. Thus, for US Airways post-merger, the benefits of Advantage Fares would go down, and its costs would go up. 58. By ending Advantage Fares, the merger would eliminate lower fares for millions of consumers. Last year, more than 2.5 million round-trip passengers—including more than 250,000 passengers from the greater Washington, D.C. area; another 250,000 passengers in the Dallas-Fort Worth area; half a million passengers in the greater New York City area; and 175,000 passengers from Detroit—bought an Advantage Fare ticket. Hundreds of thousands of 22 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 23 of 56 other passengers flying nonstop on US Airways, particularly from their hubs in Phoenix, Charlotte, and Philadelphia, benefited from responsive fares offered by the legacy airlines. 2. The Merger Would Likely Lead to Increased Industry-Wide “Capacity Discipline,” Resulting in Higher Fares and Less Service 59. Legacy airlines have taken advantage of increasing consolidation to exercise “capacity discipline.” “Capacity discipline” has meant restraining growth or reducing established service. The planned merger would be a further step in that industry-wide effort. In theory, reducing unused capacity can be an efficient decision that allows a firm to reduce its costs, ultimately leading to lower consumer prices. In the airline industry, however, recent experience has shown that capacity discipline has resulted in fewer flights and higher fares. 60. Each significant legacy airline merger in recent years has been followed by substantial reductions in service and capacity. These capacity reductions have not consisted simply of cancellation of empty planes or empty seats; rather, when airlines have cut capacity after a merger, the number of passengers they carry on the affected routes has also decreased. 61. US Airways has recognized that it benefitted from this industry consolidation and the resulting capacity discipline. US Airways has long taken the position that the capacity cuts achieved through capacity discipline “enabled” fare increases and that “pricing power” results from “reduced industry capacity.” US Airways’ CEO explained to investors in 2006 that there is an “inextricable link” between removing seats and raising fares. 62. In 2005, America West—managed then by many of the same executives who currently manage US Airways—merged with US Airways. America West had hubs in Phoenix and Las Vegas while the former US Airways had hubs in Pittsburgh, Charlotte, and Philadelphia. Following the merger, the combined firm reduced capacity, including significant cuts in Pittsburgh and Las Vegas. In 2010, the Chief Financial Officer for US Airways explained: 23 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 24 of 56 We believe in the hub system. I just think there’s too many hubs. If you look across the country, you can probably pick a few that are smaller hubs and maybe duplicative to other hubs that airlines have that they could probably get out of. In our example, we merged with US Airways [and] . . . what we have done over time, which is unfortunate for the cities, but we couldn’t hold a hub in Pittsburgh and we couldn’t hold a hub in Las Vegas. So over time we have consolidated and condensed our operation back, which is really important, condensed it back to our major hubs. A post-merger US Airways analysis confirmed that it succeeded in obtaining a “3% to 4% capacity reduction.” 63. In 2006, on the heels of the America West/US Airways merger, the combined firm submitted an ultimately unsuccessful hostile bid for Delta Air Lines. US Airways’ management had concluded that a merged US Airways/Delta could reduce the combined carrier’s capacity by 10 percent, which would lead to higher revenues for the combined firm and for the industry. In 2007, following the rejection of the hostile bid, US Airways’ CEO explained to investors how the deal would have increased industry profits: It’s part of what we tried to impress upon people as we were going through our run at Delta, was that . . . it was good for US Airways [and] good for the entire industry. We’re going to take out 4% of the industry capacity as we did that. Everyone’s 2008 numbers would look a (expletive) of a lot better had that transaction happened . . . . 64. In 2008, Delta merged with Northwest Airlines. Despite promises to the contrary, the combined airline reduced capacity, including significant cuts at its former hubs in Cincinnati and Memphis. US Airways’ CEO was “quite happy” to see the merger and advocated for further consolidation. He explained that an industry structure of “five different hub and spoke airlines with who knows how many hubs across the United States . . . results in all of us fighting for the same connecting passengers over numerous hubs.” Left unsaid was that fewer airlines meant less competition and higher fares. 24 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 25 of 56 65. In May 2010, United Airlines and Continental Airlines announced their planned merger. The announcement caused speculation about the future of each airline’s hubs, including Continental’s Cleveland hub. In Congressional testimony, an industry analyst stated that he did not believe the merger would cause reductions in Cleveland. On June 18, 2010, upon seeing the testimony, US Airways’ CEO wrote an email to other US Airways executives stating, “[s]urely these guys [United/Continental] aren’t really planning to keep Cleveland open. I’m hopeful they’re just saying what they need to (including to [the analyst]) to get this approved.” United and Continental closed their deal on October 1, 2010. The combined firm has reduced capacity at nearly all of its major hubs (including Cleveland) and at many other airports where the two airlines previously competed. Similarly, Southwest/AirTran has reduced service in a number of its focus cities and on many of AirTran’s former routes following its 2011 merger. 66. The defendants are fully aware of these earlier mergers’ effects. A 2012 American Airlines analysis concluded that “following a merger, carriers tend to remove capacity or grow more slowly than the rest of the industry.” US Airways’ management concluded that although industry consolidation has been a success, as its CEO stated publicly in 2010, the industry had yet to hit its “sweet spot,” and additional consolidation was needed because the industry remained “overly fragmented.” 67. A merger with American would allow US Airways to hit the “sweet spot.” For consumers, however, it would be anything but sweet. US Airways believes that merging with American “finishes industry evolution” by accomplishing US Airways’ goal of “reduc[ing] capacity more efficiently.” When first considering a combination with American, US Airways projected that the merged firm could reduce capacity by as much as 10 percent. Similarly, American expects that the merger will lead to capacity reductions that would negatively impact 25 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 26 of 56 “communities,” “people,” “customers,” and “suppliers.” Higher fares would be right around the corner. 3. The Planned Merger Would Likely Block American’s Standalone Expansion Plans, Thwarting Likely Capacity Increases 68. American does not need this merger to thrive, let alone survive. Before the announcement of this merger, a key component of American’s standalone plan for exiting bankruptcy revolved around substantial expansion, including increases in both domestic and international flights. Thus, in 2011, American placed the largest order for new aircraft in the industry’s history. 69. US Airways executives feared that American’s standalone growth plan would disrupt the industry’s capacity discipline “momentum.” In a 2012 internal presentation, US Airways executives recognized that while “[i]ndustry mergers and capacity discipline expand margins,” American’s standalone “growth plan has potential to disrupt the new dynamic” and would “Reverse Industry Capacity Trends.” Moreover, US Airways believed that if American implemented its growth plans, other airlines would “react to AMRs plans with their own enhanced growth plans destabilizing industry.” US Airways believed that American’s standalone capacity growth would “negatively impact” industry revenues and threaten industry pricing. 70. US Airways thought that a merger with American was a “lower risk alternative” than letting American’s standalone plan come to fruition because US Airways management could maintain capacity discipline. American’s executives have observed that “the combined network would likely need to be rationalized,” especially given the merged carrier’s numerous hubs, and that it is “unlikely that [a combined US Airways/American] would pursue growth . . . .” 26 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 27 of 56 4. The Merger Would Likely Result in Higher Fees 71. Since 2008, the airline industry has increasingly charged consumers fees for services that were previously included in the price of a ticket. These so-called ancillary fees, including those for checked bags and flight changes, have become very profitable. In 2012 alone, airlines generated over $6 billion in fees for checked bags and flight changes. Even a small increase in these fees would cost consumers millions. 72. Increased consolidation has likely aided the implementation of these fees. The levels of the ancillary fees charged by the legacy carriers have been largely set in lockstep. One airline acts as the “price leader,” with others following soon after. Using this process, as a US Airways strategic plan observed, the airlines can raise their fees without suffering “market share impacts.” For example, American announced that it would charge for a first checked bag on May 21, 2008. On June 12, 2008, both United and US Airways followed American’s lead. Similarly, over a period of just two weeks this spring, all four legacy airlines increased their ticket change fee for domestic travel from $150 to $200. 73. The legacy airlines recognize that the success of any individual attempt to impose a new fee or fee increase depends on whether the other legacies follow suit. When, in July 2009, American matched the other legacy carriers by raising its checked bag fee to $20, but did not join the others in offering a $5 web discount, US Airways was faced with the decision of whether to “match” American by either eliminating its own web discount, or raising its price to $25, with a $5 discount. US Airways’ CEO gave his view: I can’t believe I’m saying this, but I think we should stand still on this for now. I recognize that increases the chances of everyone standing still . . . the [dollars] aren’t compelling enough for us to stick our necks out first. I do think D[elta] or U[nited] won’t let them have an advantage, so it’ll get matched – I’m just not sure we should go first. If a couple weeks go by and no one’s moved, we can always jump in. 27 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 28 of 56 74. Similarly, when US Airways was considering whether to raise its second checked bag fee to $100 to match Delta’s fee, a US Airways executive observed: “Wow - $100 is a lot for second bag. I would think there’s big passenger gag reflex associated with that, but if we can get it, we should charge it. Do you think we should wait for [United] or [American] to move first, though?” 75. Conversely, in 2008, when US Airways began charging passengers for soft drinks, the other legacy airlines did not follow its lead, and US Airways backed off. US Airways’ CEO explained: “With US Airways being the only network carrier to charge for drinks, we are at a disadvantage.” Had US Airways not rescinded this fee, it would have lost passengers to the other legacy airlines. 76. At times, the airlines consider new fees or fee increases, but hold off implementing them while they wait to see if other airlines will move first. For example, on April 18, United announced that it was increasing its ticket change fee from $150 to $200. American decided that “waiting for [Delta] and then moving to match if [Delta] comes along” would be its best strategy. Over the next two weeks, US Airways, Delta, and American each fell in line, leading a US Airways executive to observe on May 1: “A[merican] increased their change fees this morning. The network carriers now have the same $200 domestic . . . change fees.” 77. Post-merger, the new American would likely lead new fee increases. A December 2012 discussion between US Airways executives included the observation that after the merger, “even as the world’s largest airline we’d want to consider raising some of the baggage fees a few dollars in some of the leisure markets.” 78. New checked bag fees on flights from the United States to Europe are a likely target. Both US Airways and American have considered imposing a first checked bag fee on flights to 28 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 29 of 56 Europe but have refrained from doing so. US Airways seriously considered leading such a price move but was concerned that other airlines would not match: “We would hope that [other airlines] would follow us right away . . . but there is no guarantee . . . .” Ultimately, US Airways concluded it was “too small” to lead additional checked bag fees for flights to Europe. Postmerger, that would no longer be true. The merged firm would be the world’s largest airline, giving it sufficient size to lead industry fee and price increases across the board. 79. Some fee increases are likely to result from US Airways raising American’s existing fees. Today, “US Airways generally charges higher bag fees than AA” for travel from the United States to international destinations. Post-merger, US Airways would likely raise American’s ancillary fees to US Airways’ higher fee levels as part of a “fee harmonization” process. US Airways’ own documents estimate that “fee harmonization” would generate an additional $280 million in revenue annually—directly harming consumers by the same amount. A US Airways presentation from earlier this year analyzing the merger identifies American’s lower bag fees as a “value lever” that US Airways “will likely manage differently with tangible financial upside.” The analysis concludes that “[i]ncreasing AA baggage fees to match US creates significant revenue impact.” US Airways also plans to institute its fees ($40 on average) for the redemption of frequent flyer tickets on American’s existing frequent fliers, who currently are not charged for mileage redemption. 80. The merger would also likely reduce the quality and variety of ancillary services offered by the legacy airlines—a side effect of consolidation anticipated and embraced by US Airways’ CEO. In a 2011 email exchange lamenting the need for US Airways to deploy wireless internet on all of its airplanes, a senior US Airways executive groused: 29 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 30 of 56 [N]ext it will be more legroom. Then industry standard labor contracts. Then better wines. Then the ability to book on Facebook. Penultimately, television commercials. Then, finally, we will pay the NYSE an exorbitant fee to change our ticker symbol [from LCC]. US Airways’ CEO responded: “Easy now. Consolidation will help stop much of the stupid stuff but inflight internet is not one of them.” 81. If the planned merger is enjoined, both American and US Airways will have to compete against two larger legacy rivals, and against each other. The four legacy airlines will not look exactly the same. As the smallest of the legacy airlines, American and US Airways will have greater incentives to grow and compete aggressively through lower ancillary fees, new services, and lower fares. D. The Merger Would Eliminate Head-to-Head Competition in Hundreds of Relevant Markets and Entrench US Airways’ Dominance at Reagan National Airport 82. American and US Airways engage in head-to-head competition with nonstop service on 17 domestic routes representing about $2 billion in annual industry-wide revenues. American and US Airways also compete directly on more than a thousand routes where one or both offer connecting service, representing billions of dollars in annual revenues. The merger’s elimination of this head-to-head competition would create strong incentives for the merged airline to reduce capacity and raise fares where they previously competed. 83. The combined firm would control 69% of the slots at Reagan National Airport, almost six times more than its closest competitor. This would eliminate head-to-head competition at the airport between American and US Airways. It would also effectively foreclose entry or expansion by other airlines that might increase competition at Reagan National. 84. The need for slots is a substantial barrier to entry at Reagan National. The FAA has occasionally provided a limited number of slots for new service. In almost all cases, however, a 30 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 31 of 56 carrier wishing to begin or expand service at Reagan National must buy or lease slots from an airline that already owns them. 85. This merger would thwart any prospect for future entry or expansion at Reagan National. US Airways, which already has 55% of the airport’s slots, does not sell or lease them because any slot that goes to another airline will almost certainly be used to compete with US Airways. The merger would only increase US Airways’ incentives to hoard its slots. Today, US Airways provides nonstop service to 71 airports from Reagan National, and it faces no nonstop competitors on 55 of those routes. After this merger, the number of US Airways routes with no nonstop competition would increase to 59, leaving, at best, only 21 routes at the entire airport with more than one nonstop competitor. Unsurprisingly, Reagan National is US Airways’ second most-profitable airport. 86. Potential entrants would likely not be able to turn to other airlines to obtain slots. When allocating their slots, airlines prioritize their most profitable routes, typically those where they have a frequent, significant pattern of service. If a carrier has a small portfolio of slots, it is likely to allocate almost all of its slots to its most profitable routes. If it has additional slots beyond what is needed to serve those routes, a carrier will then work its way down to other routes or sell or lease those slots to other airlines. Over the last several years, US Airways has purchased nearly all of the slots that might otherwise be available to interested buyers. Thus, before this planned merger, American was the only airline at Reagan National with the practical ability to sell or lease additional slots. 87. In March 2010, American and JetBlue entered into an arrangement in which JetBlue traded slots at New York’s JFK International Airport to American in exchange for American trading slots at Reagan National to JetBlue. And until American reached agreement with 31 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 32 of 56 US Airways to merge, it had been negotiating to sell those slots and ten other Reagan National slots to JetBlue. 88. JetBlue’s entry on four routes, particularly Reagan National to Boston, has generated stiff price competition. Fares on the route have dropped dramatically. US Airways estimated that after JetBlue’s entry, the last-minute fare for travel between Reagan National and Boston dropped by over $700. The combined firm will have the right to terminate the JetBlue leases and thereby eliminate, or at least diminish, JetBlue as a competitor on some or all of these routes. 89. The merger would also eliminate the potential for future head-to-head competition between US Airways and American on flights at Reagan National. In 2011, US Airways planned to start service from Reagan National to Miami and St. Louis, which would directly compete with American’s existing service. US Airways argued to the Department of Transportation that this new competition would “substantial[ly] benefit[]” consumers, and so asked DOT to approve the purchase of slots from Delta that would make the service possible. DOT ultimately approved that purchase. When it developed its plan to merge with American, however, US Airways abandoned its plans to enter those markets and deprived consumers of the “substantial benefits” it had promised. 90. By acquiring American’s slot portfolio, US Airways would eliminate existing and future head-to-head competition, and effectively block other airlines’ competitive entry or expansion. VI. ABSENCE OF COUNTERVAILING FACTORS 91. New entry, or expansion by existing competitors, is unlikely to prevent or remedy the merger’s likely anticompetitive effects. New entrants into a particular market face significant barriers to success, including difficulty in obtaining access to slots and gate facilities; the effects of corporate discount programs offered by dominant incumbents; loyalty to existing frequent 32 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 33 of 56 flyer programs; an unknown brand; and the risk of aggressive responses to new entry by the dominant incumbent carrier. In addition, entry is highly unlikely on routes where the origin or destination airport is another airline’s hub, because the new entrant would face substantial challenges attracting sufficient local passengers to support service. 92. United and Delta are unlikely to expand in the event of anticompetitive price increases or capacity reductions by the merged airline. Indeed, those carriers are likely to benefit from and participate in such conduct by coordinating with the merged firm. 93. The remaining airlines in the United States, including Southwest and JetBlue, have networks and business models that are significantly different from the legacy airlines. In particular, most do not have hub-and-spoke networks. In many relevant markets, these airlines do not offer any service at all, and in other markets, many passengers view them as a less preferred alternative to the legacy carriers. Therefore, competition from Southwest, JetBlue, or other airlines would not be sufficient to prevent the anticompetitive consequences of the merger. 94. There are not sufficient acquisition-specific and cognizable efficiencies that would be passed through to U.S. consumers to rebut the presumption that competition and consumers would likely be harmed by this merger. VII. VIOLATION ALLEGED 95. The effect of the proposed merger, if approved, likely will be to lessen competition substantially, or tend to create a monopoly, in interstate trade and commerce in the relevant markets, in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. 96. Unless enjoined, the proposed merger likely would have the following effects in the relevant markets, among others: 33 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 34 of 56 (a) actual and potential competition between US Airways and American Airlines would be eliminated; (b) competition in general among network airlines would be lessened substantially; (c) ticket prices and ancillary fees would be higher than they otherwise would; (d) industry capacity would be lower than it otherwise would; (e) service would be lessened; and (f) the availability of slots at Reagan National would be significantly impaired. VIII. REQUEST FOR RELIEF 97. Plaintiffs request: (a) that US Airways’ proposed merger with American Airlines be adjudged to violate Section 7 of the Clayton Act, 15 U.S.C. § 18; (b) that Defendants be permanently enjoined from and restrained from carrying out the planned merger of US Airways and American or any other transaction that would combine the two companies; (c) that Plaintiffs be awarded their costs of this action, including attorneys’ fees to Plaintiff States; and (d) that Plaintiffs be awarded such other relief as the Court may deem just and proper. 34 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 35 of 56 Dated this 13th day of August 2013. Respectfully submitted, FOR PLAINTIFF UNITED STATES: Ef?e. BAR #4324723) Assistant Atto ey General for Antitrust RENATA B. HESSE (D.C. BAR #466107) Deputy Assistant Attorney General RATRICIA A. BRINK Director of Civil Enforcement w. awe BAR 359098) . . . . (D.C. BAR #444924) Chief TRANSPORTATION, ENERGY AGRICULTURE SECTIO KATHLEEN Assistant Chief - TRANSPORTATION, ENERGY AGRICULTURE SECTION Att. Antitrust Division US. Department of Justice 450 Fifth Street, N.W., Suite 4100 Washington, DC 20530 Telephone: (202) 305-0128 Facsimile: (202) 307-2784 E?mail: Ryan.Danks@usdoj .gov MICHAEL D. BILLIEL (DC. BAR 394377) KATHERINE A. CELESTE J. RICHARD DOIDGE TRACY L. FISHER DAVID Z. GRINGER AMANDA D. KLOVERS CAROLINE E. LAISE JOHN M. (D.C. BAR 418313) WILLIAM M. MARTIN JOSEPH CHANDRA MAZUMDAR ROBERT D. YOUNG (DC. BAR 248260) Attorneys for the United States *Attorney of Record Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 36 of 56 FOR PLAINTIFF STATE OF ARIZONA THOMAS C. HORNE Attorney General ERIC J. BISTROW Chief Deputy THOMAS CHENAL Chief, Public Advocacy Civil Rights Division DENA BENJAMIN Chief3 Consumer Protection Advocacy Section 1M BO ELL Antitrust Be ief Arizona Bar No. 0163 82 1275 West Washington Phoenix, Arizona 85007 Phone: 602?542-7728 Fax: 602-542-9088 Nancybonnell?aazagoov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 37 of 56 FOR PLAINTIFF DISTRICT OF COLUMBIA IRVIN B. NATHAN Attorney General for the District of Columbia ELLEN A. EFROS Deputy Attorney General, Public Interest Division RUSHKOFF (DC. Bar go; $6925) Chief, Public Advocacy Section AEWW NICHOLAS A. BUSH (D.C. Bar No. 1011001) Assistant Attorney General 441 4th Street, N.W., Suite 600 South Washington, DC 20001 Ph: 202-442-9841 Fax: 202-715-7720 nicholas.bush@dc. gov Attorneys for the District of Columbia Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 38 of 56 FOR PLAINTIFF STATE OF FLORIDA PAMELA JO BONDI Attorney General of the State of Florida PATRICIA A. Associate Deputy Attorney General Antitrust Division LIZABETH A. BRADY Chief, Multistate Antitrust Enforcement Antitrust Division CHRISTOPHER A. HUNT Assistant Attorney General Antitrust Division 9 Wk- A. BRADY Chief, Mul'tistate Antitrust Enforcement Florida Bar No. 045 7991 The Capitol Tallahassee, FL 32399-1050 Ph: 850?414?2918 Fax: 850-488-9134 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 39 of 56 FOR PLAINTIFF COMMONWEAITH OF KATHLEEN G. KANE Attorney General ADRIAN R. KING, JR. First Deputy Attorney General JAMES A. DONAHUE, Executive Deputy Attorney General Public Protection Division TRACY W. WERTZ Acting Chief Deputy Attorney General Antitrust Section JENNIFER A. THOMSON Deputy Attorney General Antitrust Segtwion . WINK - a I Met life/v6, ?me: AMES A. DONAHUE, Executive Deputy Attorney Attorney General PA Bar No. 42624 Public Protection Division 14th Floor, Strawberry Square Harrisburg, PA 17120 Ph: 717?787?4530 Fax: 717-787-1190 jdonahue@attorneygeneral. gov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 40 of 56 FOR PLAINTIFF STATE OF TENNESSEE ROBERT E. COOPER, IR. Attorney General and Reporter {emu-Q DOMEN, hf Senior Antitrust Counsel Tennessee Bar No. 015803 500 Charlotte Avenue Nashville, TN 37202 Ph: 615-253-3327 Fax: 615-532-6951 Vic.Domen@ag.tn. gov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 41 of 56 FOR PLAINTIFF STATE OF TEXAS make[6th MARK LEVY Assistant Attorney Gen Texas Bar No. 24014555 300 w. 15th Street, 7th Floor Austin, Texas 78701 Ph: 512-936-1847 Fax: 512-320?0975 gov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 42 of 56 FOR PLAINTIFF COMMONWEALTH OF VIRGINIA KENNETH T. CUCCINELLI, II Attorney General PATRICIA L. WEST Chief Deputy Attorney General WESLEY G. RUSSELL, JR. Deputy Attorney General Civil Litigation Division DAVID B. IRVIN Senior Assistant Attorney General and Chief Consumer Protection Section SARAH OXENHAM ALLEN Assistant Attorney General Consumer Protection Section Virginia Bar No. 33217 Of?ce of the Attorney General 900 East Main Street Richmond, VA 23219 Ph: (804) 786-45557 Fax: (804) 786-0122 SOAllen@oa2.state.va.us Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 43 of 56 APPENDIX A CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL • HHIs in this appendix are calculated based on publicly available airline ticket revenue data from Department of Transportation’s Airline Origin and Destination Survey (DB1B) database, available at: http://www.transtats.bts.gov/DatabaseInfo.asp?DB_ID=125&Link=0 • Routes are listed only once but include flights at all airports within the metropolitan area and in both directions. For example, the entry CITY PAIR ROUTE Charlotte, NC (CLT) - Dallas, TX (DFW) Post-Merger HHI 9319 ∆ HHI 4648 includes flights from Charlotte, North Carolina, to airports in and around Dallas, Texas, including both Dallas-Fort Worth International Airport (DFW) and Love Field (DAL), and it includes flights from both airports to Charlotte. Appendix - Introduction Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 44 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Charlotte, NC (CLT) - Durango, CO (DRO) Charlotte, NC (CLT) - Dallas, TX (DFW) Dallas, TX (DFW) - Philadelphia, PA (PHL) Kahului, HI (OGG) - Tampa, FL (TPA) Kapaa, HI (LIH) - St. Louis, MO (STL) Fresno, CA (FAT) - Tampa, FL (TPA) Dallas, TX (DFW) - Phoenix, AZ (PHX) Miami, FL (MIA) - Salinas, CA (MRY) Indianapolis, IN (IND) - Kahului, HI (OGG) El Paso, TX (ELP) - Fresno, CA (FAT) Columbus, OH (CMH) - Riverside, CA (PSP) Miami, FL (MIA) - Santa Barbara, CA (SBA) Kapaa, HI (LIH) - Miami, FL (MIA) El Paso, TX (ELP) - Salinas, CA (MRY) Pittsburgh, PA (PIT) - St. Croix, VI (STX) Dallas, TX (DFW) - Greensboro, NC (GSO) Hilo, HI (KOA) - Miami, FL (MIA) Hilo, HI (KOA) - St. Louis, MO (STL) Kahului, HI (OGG) - St. Louis, MO (STL) Dallas, TX (DFW) - Virginia Beach, VA (ORF) Greensboro, NC (GSO) - St. Croix, VI (STX) Salinas, CA (MRY) - St. Louis, MO (STL) El Paso, TX (ELP) - Kapaa, HI (LIH) Charlotte, NC (CLT) - Riverside, CA (PSP) Charlotte, NC (CLT) - Fresno, CA (FAT) Fresno, CA (FAT) - Milwaukee, WI (MKE) St. Thomas, VI (STT) - Washington, DC (WAS) Riverside, CA (PSP) - St. Louis, MO (STL) Dallas, TX (DFW) - Richmond, VA (RIC) Austin, TX (AUS) - Santa Barbara, CA (SBA) Charleston, WV (CRW) - New York, NY (NYC) Kahului, HI (OGG) - Omaha, NE (OMA) Austin, TX (AUS) - Salinas, CA (MRY) Charlotte, NC (CLT) - Kahului, HI (OGG) Austin, TX (AUS) - Kapaa, HI (LIH) Riverside, CA (PSP) - Tampa, FL (TPA) Milwaukee, WI (MKE) - Riverside, CA (PSP) Chicago, IL (CHI) - Charlottesville, VA (CHO) Fresno, CA (FAT) - Miami, FL (MIA) Dallas, TX (DFW) - Salinas, CA (MRY) Pittsburgh, PA (PIT) - Riverside, CA (PSP) El Paso, TX (ELP) - Honolulu, HI (HNL) Post-Merger HHI ∆ HHI 10000 4742 9319 4648 9067 4491 9040 4478 8930 4448 8659 4259 8920 4205 9540 4079 8174 4006 8320 3866 7704 3703 8042 3634 8439 3619 8415 3612 10000 3600 8117 3559 7329 3528 7785 3418 8888 3331 7780 3316 10000 3299 6982 3277 3206 9185 8016 3185 7903 3165 7185 3164 6528 3137 6753 3085 8339 3085 6499 3068 6407 3034 6897 3033 6547 3027 10000 3022 6499 3006 6968 2985 6319 2966 8865 2949 9061 2948 7448 2938 6446 2932 8116 2923 CITY PAIR Fresno, CA (FAT) - Indianapolis, IN (IND) Dallas, TX (DFW) - Fresno, CA (FAT) Fresno, CA (FAT) - San Antonio, TX (SAT) Dallas, TX (DFW) - Kapaa, HI (LIH) Raleigh, NC (RDU) - St. Thomas, VI (STT) Phoenix, AZ (PHX) - St. Thomas, VI (STT) Austin, TX (AUS) - Riverside, CA (PSP) El Paso, TX (ELP) - Kahului, HI (OGG) Columbus, OH (CMH) - Fresno, CA (FAT) Austin, TX (AUS) - Fresno, CA (FAT) Kansas City, MO (MCI) - Kahului, HI (OGG) Dallas, TX (DFW) - Riverside, CA (ONT) Des Moines, IA (DSM) - Kahului, HI (OGG) Milwaukee, WI (MKE) - Kahului, HI (OGG) Kapaa, HI (LIH) - Tucson, AZ (TUS) Charlotte, NC (CLT) - Reno, NV (RNO) Dallas, TX (DFW) - Hilo, HI (KOA) Detroit, MI (DTW) - Fresno, CA (FAT) Santa Barbara, CA (SBA) - St. Louis, MO (STL) Columbus, OH (CMH) - St. Croix, VI (STX) Albuquerque, NM (ABQ) - Salinas, CA (MRY) El Paso, TX (ELP) - Hilo, HI (KOA) Atlanta, GA (ATL) - Fresno, CA (FAT) Charlotte, NC (CLT) - Tucson, AZ (TUS) Charlotte, NC (CLT) - Riverside, CA (ONT) Fresno, CA (FAT) - Pittsburgh, PA (PIT) Detroit, MI (DTW) - Riverside, CA (PSP) Albuquerque, NM (ABQ) - Kapaa, HI (LIH) Charlotte, NC (CLT) - Grand Junction, CO (GJT) Kansas City, MO (MCI) - Riverside, CA (PSP) Albuquerque, NM (ABQ) - Santa Barbara, CA (SBA) Hilo, HI (KOA) - Orlando, FL (MCO) Philadelphia, PA (PHL) - St. Thomas, VI (STT) Hartford, CT (BDL) - St. Thomas, VI (STT) Charlottesville, VA (CHO) - St. Louis, MO (STL) Dallas, TX (DFW) - Riverside, CA (PSP) Miami, FL (MIA) - Riverside, CA (PSP) Denver, CO (DEN) - St. Thomas, VI (STT) Minneapolis, MN (MSP) - St. Croix, VI (STX) Miami, FL (MIA) - Kahului, HI (OGG) Columbus, OH (CMH) - Kahului, HI (OGG) Dallas, TX (DFW) - Raleigh, NC (RDU) Post-Merger HHI ∆ HHI 6099 2905 8312 2899 6197 2895 7991 2892 6493 2845 6178 2843 6428 2839 6861 2808 6320 2801 7074 2795 6274 2772 8978 2770 6793 2753 6867 2717 6680 2700 6887 2672 6671 2664 6057 2662 5691 2656 8177 2621 6759 2575 9515 2574 5717 2571 5647 2567 5750 2503 6024 2501 5443 2491 6473 2484 6077 2475 5473 2455 6410 2455 5588 2454 7040 2449 5373 2444 6691 2438 8959 2428 7592 2423 5838 2407 5878 2402 7973 2388 7136 2383 7871 2354 Appendix 1 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 45 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Indianapolis, IN (IND) - St. Croix, VI (STX) Chicago, IL (CHI) - St. Thomas, VI (STT) Riverside, CA (PSP) - San Antonio, TX (SAT) Albuquerque, NM (ABQ) - Fresno, CA (FAT) Greensboro, NC (GSO) - Miami, FL (MIA) Charlotte, NC (CLT) - Key West, FL (EYW) Charlotte, NC (CLT) - Los Angeles, CA (SNA) Albuquerque, NM (ABQ) - Hilo, HI (KOA) Dallas, TX (DFW) - Pittsburgh, PA (PIT) Albuquerque, NM (ABQ) - Honolulu, HI (HNL) Salinas, CA (MRY) - Tucson, AZ (TUS) Indianapolis, IN (IND) - Riverside, CA (PSP) Fresno, CA (FAT) - St. Louis, MO (STL) Dallas, TX (DFW) - New York, NY (HPN) Hartford, CT (BDL) - Dallas, TX (DFW) Philadelphia, PA (PHL) - Riverside, CA (PSP) Miami, FL (MIA) - Phoenix, AZ (PHX) Atlanta, GA (ATL) - Riverside, CA (PSP) Columbia, SC (CAE) - Dallas, TX (DFW) Houston, TX (HOU) - San Juan, PR (SJU) Raleigh, NC (RDU) - San Juan, PR (SJU) Philadelphia, PA (PHL) - Tucson, AZ (TUS) Phoenix, AZ (PHX) - San Juan, PR (SJU) Chicago, IL (CHI) - Charlotte, NC (CLT) Detroit, MI (DTW) - St. Croix, VI (STX) Chattanooga, TN (CHA) - Chicago, IL (CHI) Charleston, SC (CHS) - Miami, FL (MIA) Boston, MA (BOS) - St. Thomas, VI (STT) Dallas, TX (DFW) - Reno, NV (RNO) Austin, TX (AUS) - Hilo, HI (KOA) Santa Barbara, CA (SBA) - Tucson, AZ (TUS) Boston, MA (BOS) - Key West, FL (EYW) Virginia Beach, VA (ORF) - St. Thomas, VI (STT) San Juan, PR (SJU) - Sacramento, CA (SMF) Boston, MA (BOS) - Riverside, CA (PSP) Kapaa, HI (LIH) - Orlando, FL (MCO) Greensboro, NC (GSO) - St. Thomas, VI (STT) Dallas, TX (DFW) - Savannah, GA (SAV) Hartford, CT (BDL) - Key West, FL (EYW) Dallas, TX (DFW) - Santa Barbara, CA (SBA) Kahului, HI (OGG) - San Antonio, TX (SAT) Las Vegas, NV (LAS) - San Juan, PR (SJU) Post-Merger HHI ∆ HHI 8140 2349 5759 2333 5514 2313 5708 2305 5699 2278 5573 2268 5196 2265 7026 2237 8361 2227 5692 2227 7706 2199 5055 2198 5756 2185 5037 2168 8299 2144 6764 2137 5006 2126 5169 2119 7648 2113 5695 2112 4765 2109 4757 2098 4755 2075 2061 6008 8834 2039 6818 2039 5380 2037 4871 2021 8619 2009 5363 2008 7273 2004 6327 1984 5239 1968 4709 1950 4922 1947 5457 1946 5466 1944 7094 1936 4983 1931 6048 1909 5275 1901 4883 1885 CITY PAIR Nashville, TN (BNA) - St. Thomas, VI (STT) Dallas, TX (DFW) - Sacramento, CA (SMF) Charlotte, NC (CLT) - Honolulu, HI (HNL) Charleston, SC (CHS) - St. Thomas, VI (STT) Orlando, FL (MCO) - Kahului, HI (OGG) Fresno, CA (FAT) - Philadelphia, PA (PHL) Cincinnati, OH (CIN) - St. Croix, VI (STX) Charlotte, NC (CLT) - San Jose, CA (SJC) El Paso, TX (ELP) - Santa Barbara, CA (SBA) Chicago, IL (CHI) - Wilmington, NC (ILM) Kahului, HI (OGG) - Pittsburgh, PA (PIT) Omaha, NE (OMA) - Riverside, CA (PSP) Miami, FL (MIA) - Virginia Beach, VA (ORF) Austin, TX (AUS) - Kahului, HI (OGG) Anchorage, AK (ANC) - El Paso, TX (ELP) Boston, MA (BOS) - Tucson, AZ (TUS) Houston, TX (HOU) - St. Thomas, VI (STT) Dallas, TX (DFW) - Greenville, SC (GSP) Fresno, CA (FAT) - Orlando, FL (MCO) San Juan, PR (SJU) - Washington, DC (WAS) Kahului, HI (OGG) - Tucson, AZ (TUS) Boston, MA (BOS) - Fresno, CA (FAT) Fresno, CA (FAT) - Minneapolis, MN (MSP) Charlottesville, VA (CHO) - Fayetteville, AR (XNA) Key West, FL (EYW) - Philadelphia, PA (PHL) Austin, TX (AUS) - Charlotte, NC (CLT) Austin, TX (AUS) - Tucson, AZ (TUS) San Diego, CA (SAN) - San Juan, PR (SJU) Charlottesville, VA (CHO) - Minneapolis, MN (MSP) Fresno, CA (FAT) - Tucson, AZ (TUS) Las Vegas, NV (LAS) - St. Thomas, VI (STT) Charlotte, NC (CLT) - Miami, FL (MIA) Chicago, IL (CHI) - Riverside, CA (PSP) Miami, FL (MIA) - Philadelphia, PA (PHL) San Juan, PR (SJU) - St. Louis, MO (STL) San Antonio, TX (SAT) - Tucson, AZ (TUS) Dallas, TX (DFW) - Knoxville, TN (TYS) Greensboro, NC (GSO) - San Juan, PR (SJU) Orlando, FL (MCO) - Riverside, CA (PSP) Buffalo, NY (BUF) - Fayetteville, AR (XNA) Hartford, CT (BDL) - San Juan, PR (SJU) Dallas, TX (DFW) - San Jose, CA (SJC) Post-Merger HHI ∆ HHI 5903 1877 7451 1855 5637 1845 5230 1844 4514 1834 5844 1831 8601 1831 5038 1815 8179 1805 6957 1801 5506 1800 4635 1799 4349 1798 5961 1791 7220 1789 5168 1780 7185 1771 6372 1759 5123 1750 4022 1739 5099 1728 5173 1713 4959 1705 5258 1702 4530 1697 5600 1693 5300 1687 4198 1678 4883 1669 7380 1667 7530 1665 7085 1645 7120 1638 5692 1619 4512 1599 4923 1597 7794 1590 4835 1574 4336 1571 4703 1555 4699 1547 9396 1546 Appendix 2 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 46 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Syracuse, NY (SYR) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - San Antonio, TX (SAT) St. Louis, MO (STL) - St. Thomas, VI (STT) Albuquerque, NM (ABQ) - Charlotte, NC (CLT) Honolulu, HI (HNL) - Omaha, NE (OMA) Charlotte, NC (CLT) - San Antonio, TX (SAT) Virginia Beach, VA (ORF) - San Juan, PR (SJU) Miami, FL (MIA) - Reno, NV (RNO) Chattanooga, TN (CHA) - Dallas, TX (DFW) Orlando, FL (MCO) - Salinas, CA (MRY) Dallas, TX (DFW) - San Juan, PR (SJU) New York, NY (HPN) - Phoenix, AZ (PHX) Boston, MA (BOS) - San Juan, PR (SJU) Charlottesville, VA (CHO) - Dallas, TX (DFW) Richmond, VA (RIC) - St. Thomas, VI (STT) Little Rock, AR (LIT) - Syracuse, NY (SYR) Savannah, GA (SAV) - St. Croix, VI (STX) Seattle, WA (SEA) - San Juan, PR (SJU) Charleston, SC (CHS) - Dallas, TX (DFW) Cleveland, OH (CLE) - St. Croix, VI (STX) Chicago, IL (CHI) - Huntsville, AL (HSV) Cleveland, OH (CLE) - St. Thomas, VI (STT) Minneapolis, MN (MSP) - Kahului, HI (OGG) New Orleans, LA (MSY) - St. Thomas, VI (STT) Durango, CO (DRO) - Miami, FL (MIA) Minneapolis, MN (MSP) - St. Thomas, VI (STT) Dallas, TX (DFW) - Syracuse, NY (SYR) Charlottesville, VA (CHO) - Des Moines, IA (DSM) Denver, CO (DEN) - San Juan, PR (SJU) Honolulu, HI (HNL) - Tucson, AZ (TUS) Philadelphia, PA (PHL) - Fayetteville, AR (XNA) Des Moines, IA (DSM) - Honolulu, HI (HNL) Des Moines, IA (DSM) - Reno, NV (RNO) Philadelphia, PA (PHL) - St. Croix, VI (STX) Honolulu, HI (HNL) - Indianapolis, IN (IND) Boston, MA (BOS) - Fayetteville, AR (XNA) Dallas, TX (DFW) - San Diego, CA (SAN) Albuquerque, NM (ABQ) - Kahului, HI (OGG) Charlottesville, VA (CHO) - Phoenix, AZ (PHX) Charlotte, NC (CLT) - El Paso, TX (ELP) Des Moines, IA (DSM) - Fresno, CA (FAT) Dallas, TX (DFW) - Jacksonville, FL (JAX) Post-Merger HHI ∆ HHI 4609 1545 4711 1541 6580 1541 4986 1540 4545 1531 5158 1519 5474 1517 4566 1502 6622 1495 5045 1492 3842 1491 4437 1484 3631 1479 4745 1476 5002 1466 4209 1462 5215 1462 3824 1462 5315 1457 7993 1449 4974 1446 4286 1431 4426 1430 1418 5276 5283 1417 4701 1410 4010 1409 5161 1397 3816 1381 4340 1380 4537 1377 4983 1371 4282 1350 9330 1331 3926 1328 4474 1327 6896 1323 5134 1322 6867 1319 5268 1317 5037 1311 7090 1309 CITY PAIR Riverside, CA (PSP) - Washington, DC (WAS) Des Moines, IA (DSM) - Tucson, AZ (TUS) Fresno, CA (FAT) - Omaha, NE (OMA) New York, NY (NYC) - Riverside, CA (PSP) St. Louis, MO (STL) - Tucson, AZ (TUS) Nashville, TN (BNA) - San Juan, PR (SJU) Austin, TX (AUS) - Honolulu, HI (HNL) Dallas, TX (DFW) - Huntsville, AL (HSV) Key West, FL (EYW) - Raleigh, NC (RDU) Charlottesville, VA (CHO) - Omaha, NE (OMA) Chattanooga, TN (CHA) - San Francisco, CA (SFO) Columbus, OH (CMH) - Honolulu, HI (HNL) Des Moines, IA (DSM) - Riverside, CA (PSP) Philadelphia, PA (PHL) - San Jose, CA (SJC) Boston, MA (BOS) - Kapaa, HI (LIH) Cincinnati, OH (CIN) - Dallas, TX (DFW) Miami, FL (MIA) - Louisville, KY (SDF) Kahului, HI (OGG) - Philadelphia, PA (PHL) St. Thomas, VI (STT) - Tallahassee, FL (TLH) Raleigh, NC (RDU) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - Milwaukee, WI (MKE) Washington, DC (WAS) - Fayetteville, AR (XNA) Fresno, CA (FAT) - Kansas City, MO (MCI) Des Moines, IA (DSM) - Riverside, CA (ONT) Indianapolis, IN (IND) - St. Thomas, VI (STT) Dallas, TX (DFW) - Cape Coral, FL (RSW) Boston, MA (BOS) - Santa Barbara, CA (SBA) Cleveland, OH (CLE) - San Juan, PR (SJU) Dallas, TX (DFW) - Tallahassee, FL (TLH) Charlotte, NC (CLT) - New York, NY (NYC) New York, NY (NYC) - San Juan, PR (SJU) Columbus, OH (CMH) - St. Thomas, VI (STT) New York, NY (HPN) - Louisville, KY (SDF) Hilo, HI (KOA) - Tucson, AZ (TUS) Dallas, TX (DFW) - Honolulu, HI (HNL) Los Angeles, CA (LAX) - St. Thomas, VI (STT) Dallas, TX (DFW) - Harrisburg, PA (MDT) Chicago, IL (CHI) - Phoenix, AZ (PHX) Dallas, TX (DFW) - Lexington, KY (LEX) Tampa, FL (TPA) - Tucson, AZ (TUS) El Paso, TX (ELP) - Minneapolis, MN (MSP) Chicago, IL (CHI) - Philadelphia, PA (PHL) Post-Merger HHI ∆ HHI 4360 1300 4786 1292 3874 1292 4283 1278 4306 1273 4957 1262 4531 1259 8308 1249 4746 1247 5087 1237 5000 1225 3984 1225 4797 1223 3728 1215 5009 1210 6239 1205 3821 1203 5157 1199 5006 1192 4878 1190 4656 1187 4195 1185 3980 1184 4661 1179 4761 1179 7914 1179 5013 1174 3567 1156 5578 1152 5408 1150 3573 1148 4530 1146 4898 1145 4981 1138 6180 1137 7828 1136 3722 1134 3868 1133 7635 1133 3663 1128 5393 1121 3779 1116 Appendix 3 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 47 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Detroit, MI (DTW) - Kahului, HI (OGG) Dallas, TX (DFW) - Tucson, AZ (TUS) Dallas, TX (DFW) - Washington, DC (WAS) Orlando, FL (MCO) - Santa Barbara, CA (SBA) Pittsburgh, PA (PIT) - St. Thomas, VI (STT) Miami, FL (MIA) - Washington, DC (WAS) Boston, MA (BOS) - Reno, NV (RNO) Miami, FL (MIA) - Fayetteville, AR (XNA) Tampa, FL (TPA) - Fayetteville, AR (XNA) Chicago, IL (CHI) - Kapaa, HI (LIH) Houston, TX (HOU) - Riverside, CA (PSP) New York, NY (NYC) - Fayetteville, AR (XNA) Charlottesville, VA (CHO) - Seattle, WA (SEA) Chicago, IL (CHI) - Hilo, HI (KOA) Minneapolis, MN (MSP) - San Juan, PR (SJU) Cape Coral, FL (RSW) - Fayetteville, AR (XNA) Chicago, IL (CHI) - San Juan, PR (SJU) Orlando, FL (MCO) - Tucson, AZ (TUS) Dallas, TX (DFW) - Los Angeles, CA (SNA) Charlottesville, VA (CHO) - San Diego, CA (SAN) Cleveland, OH (CLE) - Dallas, TX (DFW) Dallas, TX (DFW) - St. Thomas, VI (STT) Virginia Beach, VA (ORF) - Fayetteville, AR (XNA) Orlando, FL (MCO) - Fayetteville, AR (XNA) Fresno, CA (FAT) - New York, NY (NYC) Santa Barbara, CA (SBA) - Salt Lake City, UT (SLC) Austin, TX (AUS) - Columbia, SC (CAE) Fresno, CA (FAT) - Washington, DC (WAS) Fresno, CA (FAT) - Houston, TX (HOU) Detroit, MI (DTW) - Tucson, AZ (TUS) Philadelphia, PA (PHL) - Los Angeles, CA (SNA) Phoenix, AZ (PHX) - Richmond, VA (RIC) Dallas, TX (DFW) - Kahului, HI (OGG) Dallas, TX (DFW) - Miami, FL (PBI) Indianapolis, IN (IND) - Tucson, AZ (TUS) Los Angeles, CA (LAX) - San Juan, PR (SJU) San Francisco, CA (SFO) - San Juan, PR (SJU) Durango, CO (DRO) - San Antonio, TX (SAT) San Juan, PR (SJU) - Fayetteville, AR (XNA) San Francisco, CA (SFO) - St. Thomas, VI (STT) Charlotte, NC (CLT) - Los Angeles, CA (LAX) Riverside, CA (ONT) - Tampa, FL (TPA) Post-Merger HHI ∆ HHI 4623 1115 8367 1113 7111 1111 4729 1110 6199 1105 3350 1099 3228 1097 5213 1089 4809 1089 4812 1089 4827 1087 4238 1074 3998 1073 4704 1072 3776 1067 4835 1066 2806 1059 3508 1059 9283 1058 3640 1055 4494 1054 6531 1050 4322 1049 1047 4751 4255 1046 4720 1043 4351 1043 4112 1038 4575 1036 3293 1027 3113 1021 3462 1018 7965 1014 8074 1013 3763 1013 4164 1012 3252 1009 5052 1007 4985 1000 4846 995 5457 993 3341 992 CITY PAIR Boston, MA (BOS) - Little Rock, AR (LIT) Key West, FL (EYW) - Phoenix, AZ (PHX) Chicago, IL (CHI) - El Paso, TX (ELP) New York, NY (HPN) - San Diego, CA (SAN) New York, NY (NYC) - Tucson, AZ (TUS) Knoxville, TN (TYS) - Fayetteville, AR (XNA) Charlotte, NC (CLT) - San Diego, CA (SAN) Harrisburg, PA (MDT) - St. Louis, MO (STL) Louisville, KY (SDF) - San Juan, PR (SJU) New York, NY (NYC) - Riverside, CA (ONT) New York, NY (NYC) - St. Thomas, VI (STT) Chicago, IL (CHI) - Miami, FL (PBI) Boston, MA (BOS) - Riverside, CA (ONT) Honolulu, HI (HNL) - Philadelphia, PA (PHL) Nashville, TN (BNA) - New York, NY (NYC) Pittsburgh, PA (PIT) - Fayetteville, AR (XNA) Riverside, CA (ONT) - San Antonio, TX (SAT) Charleston, SC (CHS) - San Juan, PR (SJU) Dallas, TX (DFW) - Rochester, NY (ROC) Chicago, IL (CHI) - Fresno, CA (FAT) Honolulu, HI (HNL) - St. Louis, MO (STL) Boston, MA (BOS) - Dallas, TX (DFW) Atlanta, GA (ATL) - Grand Junction, CO (GJT) Kansas City, MO (MCI) - Tucson, AZ (TUS) St. Louis, MO (STL) - Syracuse, NY (SYR) Birmingham, AL (BHM) - St. Thomas, VI (STT) Huntsville, AL (HSV) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Kansas City, MO (MCI) Detroit, MI (DTW) - St. Thomas, VI (STT) Grand Junction, CO (GJT) - Philadelphia, PA (PHL) Chicago, IL (CHI) - Santa Barbara, CA (SBA) Richmond, VA (RIC) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - Kansas City, MO (MCI) Detroit, MI (DTW) - El Paso, TX (ELP) New York, NY (NYC) - Santa Barbara, CA (SBA) New York, NY (HPN) - Fayetteville, AR (XNA) Miami, FL (MIA) - San Juan, PR (SJU) Harrisburg, PA (MDT) - Fayetteville, AR (XNA) Columbus, OH (CMH) - Los Angeles, CA (SNA) Austin, TX (AUS) - Greensboro, NC (GSO) Montgomery, AL (MGM) - Fayetteville, AR (XNA) Montgomery, AL (MGM) - Phoenix, AZ (PHX) Post-Merger HHI ∆ HHI 3387 969 5114 968 5089 966 3559 965 3967 963 4759 958 5509 956 3526 954 4899 951 3084 950 3873 947 6542 929 3066 928 3978 925 3518 923 4235 917 4014 914 5048 912 3776 910 4549 908 4515 907 5624 900 3588 893 3780 890 3539 890 5001 889 3944 885 5451 883 3512 879 4499 878 4819 878 4157 873 3287 869 4561 864 4872 863 4657 863 3750 862 4567 860 3066 855 4490 852 5064 848 5152 846 Appendix 4 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 48 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Tucson, AZ (TUS) - Washington, DC (WAS) El Paso, TX (ELP) - Philadelphia, PA (PHL) Austin, TX (AUS) - Los Angeles, CA (SNA) Phoenix, AZ (PHX) - Knoxville, TN (TYS) New York, NY (HPN) - St. Louis, MO (STL) Miami, FL (MIA) - Riverside, CA (ONT) Little Rock, AR (LIT) - Philadelphia, PA (PHL) Dallas, TX (DFW) - Grand Junction, CO (GJT) Birmingham, AL (BHM) - St. Croix, VI (STX) Lexington, KY (LEX) - Phoenix, AZ (PHX) Los Angeles, CA (LAX) - St. Louis, MO (STL) Charlotte, NC (CLT) - Fayetteville, AR (XNA) Las Vegas, NV (LAS) - Santa Barbara, CA (SBA) Miami, FL (MIA) - Raleigh, NC (RDU) Little Rock, AR (LIT) - Miami, FL (MIA) Orlando, FL (MCO) - Riverside, CA (ONT) Cape Coral, FL (RSW) - St. Thomas, VI (STT) New Orleans, LA (MSY) - San Juan, PR (SJU) Little Rock, AR (LIT) - Rochester, NY (ROC) Kapaa, HI (LIH) - Washington, DC (WAS) Louisville, KY (SDF) - St. Thomas, VI (STT) Detroit, MI (DTW) - San Juan, PR (SJU) Columbus, OH (CMH) - Tucson, AZ (TUS) Des Moines, IA (DSM) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Denver, CO (DEN) Boston, MA (BOS) - Gainesville, FL (GNV) Charlottesville, VA (CHO) - Los Angeles, CA (LAX) Austin, TX (AUS) - Philadelphia, PA (PHL) Austin, TX (AUS) - Richmond, VA (RIC) Pittsburgh, PA (PIT) - Tucson, AZ (TUS) Hartford, CT (BDL) - Fayetteville, AR (XNA) Dallas, TX (DFW) - Portland, OR (PDX) Charlottesville, VA (CHO) - Milwaukee, WI (MKE) Kahului, HI (OGG) - Washington, DC (WAS) Philadelphia, PA (PHL) - San Antonio, TX (SAT) Dallas, TX (DFW) - New York, NY (NYC) Greensboro, NC (GSO) - San Antonio, TX (SAT) Columbus, OH (CMH) - Los Angeles, CA (LAX) Little Rock, AR (LIT) - Harrisburg, PA (MDT) Seattle, WA (SEA) - St. Thomas, VI (STT) San Antonio, TX (SAT) - Los Angeles, CA (SNA) Denver, CO (DEN) - Kapaa, HI (LIH) Post-Merger HHI ∆ HHI 4247 845 3902 843 3439 843 3700 838 3322 838 3305 837 3482 832 7233 823 10000 821 4181 819 4812 816 5930 816 5004 814 3423 814 3847 807 2953 805 5127 801 5674 799 3500 799 4887 796 4886 795 3117 791 3397 785 784 5219 4302 784 5346 783 3900 782 2837 777 3835 776 3255 773 4199 772 4837 770 5375 764 4700 761 2842 755 5211 754 4719 751 2923 750 4050 750 4204 748 3570 748 4845 747 CITY PAIR Dallas, TX (DFW) - Montgomery, AL (MGM) Omaha, NE (OMA) - Tucson, AZ (TUS) Los Angeles, CA (LAX) - Raleigh, NC (RDU) Birmingham, AL (BHM) - Miami, FL (MIA) Honolulu, HI (HNL) - Pittsburgh, PA (PIT) Little Rock, AR (LIT) - New York, NY (NYC) El Paso, TX (ELP) - Seattle, WA (SEA) Atlanta, GA (ATL) - San Juan, PR (SJU) Honolulu, HI (HNL) - Miami, FL (MIA) Honolulu, HI (HNL) - Tampa, FL (TPA) Gainesville, FL (GNV) - San Juan, PR (SJU) New York, NY (HPN) - Indianapolis, IN (IND) Des Moines, IA (DSM) - San Jose, CA (SJC) Chicago, IL (CHI) - Tucson, AZ (TUS) Chattanooga, TN (CHA) - Phoenix, AZ (PHX) Columbia, SC (CAE) - Fayetteville, AR (XNA) Detroit, MI (DTW) - Grand Junction, CO (GJT) Chattanooga, TN (CHA) - Los Angeles, CA (LAX) Buffalo, NY (BUF) - Dallas, TX (DFW) Chicago, IL (CHI) - Syracuse, NY (SYR) Charlotte, NC (CLT) - Sacramento, CA (SMF) Rochester, NY (ROC) - Fayetteville, AR (XNA) Detroit, MI (DTW) - Riverside, CA (ONT) Philadelphia, PA (PHL) - San Diego, CA (SAN) Miami, FL (MIA) - Tucson, AZ (TUS) Little Rock, AR (LIT) - Raleigh, NC (RDU) Raleigh, NC (RDU) - Washington, DC (WAS) San Jose, CA (SJC) - St. Louis, MO (STL) Pittsburgh, PA (PIT) - Los Angeles, CA (SNA) Hartford, CT (BDL) - Phoenix, AZ (PHX) Miami, FL (PBI) - San Francisco, CA (SFO) Durango, CO (DRO) - Tampa, FL (TPA) Boston, MA (BOS) - Kahului, HI (OGG) Miami, FL (MIA) - San Diego, CA (SAN) Richmond, VA (RIC) - St. Louis, MO (STL) Columbus, OH (CMH) - Dallas, TX (DFW) Nashville, TN (BNA) - St. Croix, VI (STX) Phoenix, AZ (PHX) - Cape Coral, FL (RSW) New York, NY (HPN) - Seattle, WA (SEA) Columbus, OH (CMH) - New York, NY (NYC) Reno, NV (RNO) - Tampa, FL (TPA) Savannah, GA (SAV) - Fayetteville, AR (XNA) Post-Merger HHI ∆ HHI 8376 746 3272 736 2808 734 3583 732 4474 729 3025 728 4387 728 4243 726 4481 726 3403 725 6576 724 3744 723 3651 718 4795 718 5224 718 5277 716 3495 714 5159 711 3590 708 4584 707 3665 706 4513 705 2905 699 4569 698 4278 696 3707 693 3411 690 3553 689 2862 687 3045 687 3238 684 5017 682 4044 682 2993 682 2976 681 7529 677 9444 671 2711 670 3511 668 3137 666 3854 663 4952 659 Appendix 5 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 49 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Little Rock, AR (LIT) - Pittsburgh, PA (PIT) Key West, FL (EYW) - Washington, DC (WAS) Columbia, SC (CAE) - Los Angeles, CA (LAX) New York, NY (NYC) - Reno, NV (RNO) Los Angeles, CA (SNA) - Tampa, FL (TPA) Albuquerque, NM (ABQ) - Philadelphia, PA (PHL) New York, NY (HPN) - Las Vegas, NV (LAS) San Juan, PR (SJU) - Tallahassee, FL (TLH) Cincinnati, OH (CIN) - St. Thomas, VI (STT) Dallas, TX (DFW) - Indianapolis, IN (IND) Des Moines, IA (DSM) - Philadelphia, PA (PHL) Houston, TX (HOU) - Kahului, HI (OGG) Richmond, VA (RIC) - San Francisco, CA (SFO) Boston, MA (BOS) - Salinas, CA (MRY) Chicago, IL (CHI) - Richmond, VA (RIC) Atlanta, GA (ATL) - Kahului, HI (OGG) Detroit, MI (DTW) - Key West, FL (EYW) Orlando, FL (MCO) - San Jose, CA (SJC) Gainesville, FL (GNV) - Los Angeles, CA (LAX) Chicago, IL (CHI) - San Jose, CA (SJC) Huntsville, AL (HSV) - Syracuse, NY (SYR) Columbus, OH (CMH) - San Jose, CA (SJC) Cincinnati, OH (CIN) - New York, NY (HPN) Miami, FL (PBI) - Phoenix, AZ (PHX) Boston, MA (BOS) - Lexington, KY (LEX) San Juan, PR (SJU) - Knoxville, TN (TYS) Jacksonville, FL (JAX) - Fayetteville, AR (XNA) Pensacola, FL (PNS) - Fayetteville, AR (XNA) Riverside, CA (ONT) - Philadelphia, PA (PHL) Chattanooga, TN (CHA) - Denver, CO (DEN) Kansas City, MO (MCI) - San Juan, PR (SJU) Los Angeles, CA (SNA) - St. Louis, MO (STL) Columbia, SC (CAE) - San Antonio, TX (SAT) Boston, MA (BOS) - Los Angeles, CA (SNA) Charlottesville, VA (CHO) - San Francisco, CA (SFO) Indianapolis, IN (IND) - San Juan, PR (SJU) Riverside, CA (ONT) - Washington, DC (WAS) Chicago, IL (CHI) - Harrisburg, PA (MDT) Milwaukee, WI (MKE) - Tucson, AZ (TUS) Chicago, IL (CHI) - Kahului, HI (OGG) New York, NY (HPN) - Little Rock, AR (LIT) Detroit, MI (DTW) - Los Angeles, CA (SNA) Post-Merger HHI ∆ HHI 3419 659 3829 657 3605 657 2886 656 2872 655 3204 655 2975 655 5177 651 4816 649 7180 647 3270 645 5285 645 3125 645 5303 644 4227 644 4665 643 5219 641 2754 640 5109 639 4974 639 4545 636 3066 635 4686 634 633 3204 4454 630 4579 628 5211 624 4492 622 3569 620 5343 614 3085 612 3356 609 4511 606 3047 606 4599 605 3250 605 2910 604 4921 602 2533 602 4523 602 4494 601 2798 601 CITY PAIR Hartford, CT (BDL) - Little Rock, AR (LIT) Columbus, OH (CMH) - Miami, FL (MIA) New York, NY (HPN) - Minneapolis, MN (MSP) Columbus, OH (CMH) - San Juan, PR (SJU) Dallas, TX (DFW) - Tampa, FL (TPA) Chicago, IL (CHI) - Salinas, CA (MRY) Key West, FL (EYW) - San Francisco, CA (SFO) New York, NY (HPN) - Knoxville, TN (TYS) Detroit, MI (DTW) - Fayetteville, AR (XNA) Chattanooga, TN (CHA) - St. Louis, MO (STL) Philadelphia, PA (PHL) - Reno, NV (RNO) Kansas City, MO (MCI) - Knoxville, TN (TYS) Des Moines, IA (DSM) - Miami, FL (PBI) Charlotte, NC (CLT) - San Francisco, CA (SFO) Boston, MA (BOS) - Louisville, KY (SDF) Chicago, IL (CHI) - Knoxville, TN (TYS) Miami, FL (MIA) - San Jose, CA (SJC) Atlanta, GA (ATL) - San Jose, CA (SJC) Des Moines, IA (DSM) - Wilmington, NC (ILM) Lexington, KY (LEX) - Kansas City, MO (MCI) Nashville, TN (BNA) - Rochester, NY (ROC) Miami, FL (PBI) - Fayetteville, AR (XNA) Hilo, HI (KOA) - New York, NY (NYC) Nashville, TN (BNA) - New York, NY (HPN) St. Thomas, VI (STT) - Knoxville, TN (TYS) Jacksonville, FL (JAX) - Phoenix, AZ (PHX) Minneapolis, MN (MSP) - Riverside, CA (ONT) Cape Coral, FL (RSW) - San Francisco, CA (SFO) Charlotte, NC (CLT) - Phoenix, AZ (PHX) Pittsburgh, PA (PIT) - San Jose, CA (SJC) Columbus, OH (CMH) - New York, NY (HPN) Detroit, MI (DTW) - Reno, NV (RNO) Charleston, SC (CHS) - Key West, FL (EYW) San Antonio, TX (SAT) - Savannah, GA (SAV) Chattanooga, TN (CHA) - Seattle, WA (SEA) Austin, TX (AUS) - Riverside, CA (ONT) Los Angeles, CA (LAX) - Richmond, VA (RIC) Salinas, CA (MRY) - New York, NY (NYC) San Antonio, TX (SAT) - Knoxville, TN (TYS) San Antonio, TX (SAT) - San Jose, CA (SJC) Des Moines, IA (DSM) - Knoxville, TN (TYS) New York, NY (HPN) - Los Angeles, CA (LAX) Post-Merger HHI ∆ HHI 3258 599 3161 596 3448 596 3131 594 6997 592 5356 591 6164 591 4688 589 5095 588 5385 587 3257 586 4543 580 5020 580 6547 580 3335 577 4426 577 3313 577 3439 573 5027 570 3795 570 3840 567 5232 566 2683 565 4351 565 5261 564 3050 564 2857 563 2681 563 5970 560 2903 560 6310 560 3275 558 5545 557 4287 555 5320 555 4018 552 2905 552 5542 551 4405 551 4077 548 4300 548 3258 548 Appendix 6 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 50 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Charlotte, NC (CLT) - Denver, CO (DEN) Phoenix, AZ (PHX) - Syracuse, NY (SYR) Richmond, VA (RIC) - Seattle, WA (SEA) Chicago, IL (CHI) - Reno, NV (RNO) Birmingham, AL (BHM) - San Juan, PR (SJU) New York, NY (NYC) - Kahului, HI (OGG) Virginia Beach, VA (ORF) - Phoenix, AZ (PHX) Orlando, FL (MCO) - Los Angeles, CA (SNA) Baton Rouge, LA (BTR) - Lexington, KY (LEX) Austin, TX (AUS) - Reno, NV (RNO) Charlotte, NC (CLT) - Kansas City, MO (MCI) Santa Barbara, CA (SBA) - Washington, DC (WAS) Gainesville, FL (GNV) - New York, NY (NYC) Chicago, IL (CHI) - Jacksonville, FL (JAX) Montgomery, AL (MGM) - San Francisco, CA (SFO) Hilo, HI (KOA) - Washington, DC (WAS) Indianapolis, IN (IND) - Miami, FL (MIA) Raleigh, NC (RDU) - San Francisco, CA (SFO) San Diego, CA (SAN) - Tampa, FL (TPA) Chicago, IL (CHI) - St. Croix, VI (STX) Dallas, TX (DFW) - Los Angeles, CA (LAX) Charlottesville, VA (CHO) - Little Rock, AR (LIT) Denver, CO (DEN) - Lexington, KY (LEX) Kapaa, HI (LIH) - Phoenix, AZ (PHX) Nashville, TN (BNA) - Washington, DC (WAS) San Antonio, TX (SAT) - Sacramento, CA (SMF) Phoenix, AZ (PHX) - Tallahassee, FL (TLH) Key West, FL (EYW) - Greensboro, NC (GSO) Charlotte, NC (CLT) - Seattle, WA (SEA) Pittsburgh, PA (PIT) - San Juan, PR (SJU) Greensboro, NC (GSO) - Fayetteville, AR (XNA) Boston, MA (BOS) - Des Moines, IA (DSM) Columbus, OH (CMH) - Fayetteville, AR (XNA) Denver, CO (DEN) - Richmond, VA (RIC) Miami, FL (MIA) - Knoxville, TN (TYS) Kapaa, HI (LIH) - New York, NY (NYC) Phoenix, AZ (PHX) - Fort Walton Beach, FL (VPS) Denver, CO (DEN) - Hilo, HI (KOA) Charlotte, NC (CLT) - Salt Lake City, UT (SLC) Omaha, NE (OMA) - San Juan, PR (SJU) Los Angeles, CA (LAX) - Tallahassee, FL (TLH) Kansas City, MO (MCI) - Syracuse, NY (SYR) Post-Merger HHI ∆ HHI 5192 547 3298 544 3084 544 4015 544 5331 543 2993 543 3132 541 2750 537 4938 535 4193 534 5285 534 5304 533 4830 533 2940 532 5057 529 4514 529 3189 529 2582 528 2600 528 9841 528 5112 528 5886 527 3415 526 526 4543 4006 524 3274 524 5470 523 5612 523 4832 522 4171 520 4916 519 2605 518 4343 517 2855 516 4933 514 2752 514 3529 512 4782 511 4602 510 3521 508 5315 504 3349 504 CITY PAIR Miami, FL (MIA) - Sacramento, CA (SMF) Cincinnati, OH (CIN) - San Juan, PR (SJU) Greenville, SC (GSP) - Fayetteville, AR (XNA) Dallas, TX (DFW) - Salt Lake City, UT (SLC) Dallas, TX (DFW) - Las Vegas, NV (LAS) Boston, MA (BOS) - Hilo, HI (KOA) Des Moines, IA (DSM) - Raleigh, NC (RDU) Dallas, TX (DFW) - Fort Walton Beach, FL (VPS) Charlottesville, VA (CHO) - Las Vegas, NV (LAS) Des Moines, IA (DSM) - Jacksonville, FL (JAX) Riverside, CA (ONT) - St. Louis, MO (STL) Omaha, NE (OMA) - Syracuse, NY (SYR) Las Vegas, NV (LAS) - Miami, FL (MIA) San Jose, CA (SJC) - Tampa, FL (TPA) Orlando, FL (MCO) - Reno, NV (RNO) Charleston, SC (CHS) - St. Croix, VI (STX) Raleigh, NC (RDU) - Seattle, WA (SEA) Greensboro, NC (GSO) - Los Angeles, CA (LAX) Kansas City, MO (MCI) - Philadelphia, PA (PHL) Denver, CO (DEN) - Montgomery, AL (MGM) Nashville, TN (BNA) - Charlottesville, VA (CHO) Columbus, OH (CMH) - Reno, NV (RNO) Kahului, HI (OGG) - Phoenix, AZ (PHX) El Paso, TX (ELP) - Milwaukee, WI (MKE) Harrisburg, PA (MDT) - Phoenix, AZ (PHX) Cincinnati, OH (CIN) - Rochester, NY (ROC) Houston, TX (HOU) - Reno, NV (RNO) Kansas City, MO (MCI) - Los Angeles, CA (SNA) Boston, MA (BOS) - Honolulu, HI (HNL) Little Rock, AR (LIT) - Richmond, VA (RIC) Richmond, VA (RIC) - San Diego, CA (SAN) Durango, CO (DRO) - Philadelphia, PA (PHL) Philadelphia, PA (PHL) - San Juan, PR (SJU) Detroit, MI (DTW) - Gulfport, MS (GPT) Wilmington, NC (ILM) - Seattle, WA (SEA) Miami, FL (MIA) - Pittsburgh, PA (PIT) Cincinnati, OH (CIN) - Little Rock, AR (LIT) Key West, FL (EYW) - St. Louis, MO (STL) Des Moines, IA (DSM) - Montgomery, AL (MGM) Los Angeles, CA (LAX) - Montgomery, AL (MGM) San Francisco, CA (SFO) - Tallahassee, FL (TLH) Los Angeles, CA (LAX) - Pittsburgh, PA (PIT) Post-Merger HHI ∆ HHI 2774 503 3442 502 5272 501 4506 500 6388 500 4509 498 3832 498 9022 496 5346 495 4522 495 3842 493 3346 491 3641 490 3037 490 3072 488 9341 488 2590 487 3342 484 4445 478 5661 476 6270 476 4533 476 4623 475 3620 474 3941 474 3105 473 3072 472 2507 472 4142 472 4152 471 3411 466 5257 466 3576 465 4883 465 5396 464 4094 463 4541 461 4897 460 5393 456 5000 456 5781 455 2713 455 Appendix 7 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 51 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Detroit, MI (DTW) - San Jose, CA (SJC) Hartford, CT (BDL) - Los Angeles, CA (LAX) Houston, TX (HOU) - Lexington, KY (LEX) Little Rock, AR (LIT) - Cape Coral, FL (RSW) El Paso, TX (ELP) - New York, NY (NYC) Chattanooga, TN (CHA) - Syracuse, NY (SYR) Charlotte, NC (CLT) - St. Louis, MO (STL) Denver, CO (DEN) - Fort Walton Beach, FL (VPS) Los Angeles, CA (LAX) - Miami, FL (PBI) Phoenix, AZ (PHX) - Tampa, FL (TPA) El Paso, TX (ELP) - Los Angeles, CA (LAX) Miami, FL (MIA) - Los Angeles, CA (SNA) Rochester, NY (ROC) - Louisville, KY (SDF) Key West, FL (EYW) - New York, NY (NYC) Nashville, TN (BNA) - Syracuse, NY (SYR) New York, NY (HPN) - Kansas City, MO (MCI) Indianapolis, IN (IND) - San Jose, CA (SJC) Omaha, NE (OMA) - Miami, FL (PBI) Anchorage, AK (ANC) - Columbus, OH (CMH) Minneapolis, MN (MSP) - Riverside, CA (PSP) Pittsburgh, PA (PIT) - San Diego, CA (SAN) El Paso, TX (ELP) - Portland, OR (PDX) Chicago, IL (CHI) - Mobile, AL (MOB) Los Angeles, CA (LAX) - Lexington, KY (LEX) Dallas, TX (DFW) - Orlando, FL (MCO) Chattanooga, TN (CHA) - Las Vegas, NV (LAS) Des Moines, IA (DSM) - Syracuse, NY (SYR) Raleigh, NC (RDU) - San Antonio, TX (SAT) San Francisco, CA (SFO) - Tampa, FL (TPA) Gainesville, FL (GNV) - Philadelphia, PA (PHL) Virginia Beach, VA (ORF) - San Francisco, CA (SFO) Raleigh, NC (RDU) - San Diego, CA (SAN) Pittsburgh, PA (PIT) - Reno, NV (RNO) Indianapolis, IN (IND) - Riverside, CA (ONT) Las Vegas, NV (LAS) - Richmond, VA (RIC) New York, NY (NYC) - Raleigh, NC (RDU) Mobile, AL (MOB) - Phoenix, AZ (PHX) Tallahassee, FL (TLH) - Fayetteville, AR (XNA) Key West, FL (EYW) - Las Vegas, NV (LAS) Mobile, AL (MOB) - St. Louis, MO (STL) Riverside, CA (ONT) - Pittsburgh, PA (PIT) Chattanooga, TN (CHA) - San Diego, CA (SAN) Post-Merger HHI ∆ HHI 2931 454 2628 453 3960 451 4582 451 4710 450 5225 450 6079 449 3761 446 3421 445 4073 443 5347 442 3141 442 3431 441 3767 441 4010 440 3029 439 3193 437 4576 436 3993 435 3129 433 2625 431 4077 431 4718 431 431 3480 6570 431 5739 431 3540 430 2819 429 2502 428 5296 428 2619 427 2545 426 3770 423 4118 421 2632 418 2619 416 3393 415 5582 415 5533 415 4683 415 3463 414 5736 413 CITY PAIR Des Moines, IA (DSM) - San Diego, CA (SAN) Montgomery, AL (MGM) - Seattle, WA (SEA) Houston, TX (HOU) - Hilo, HI (KOA) Memphis, TN (MEM) - Miami, FL (MIA) Nashville, TN (BNA) - Key West, FL (EYW) Boston, MA (BOS) - Phoenix, AZ (PHX) Jacksonville, FL (JAX) - St. Thomas, VI (STT) Richmond, VA (RIC) - San Antonio, TX (SAT) Miami, FL (PBI) - St. Louis, MO (STL) Atlanta, GA (ATL) - Riverside, CA (ONT) Boston, MA (BOS) - Huntsville, AL (HSV) Charlotte, NC (CLT) - Omaha, NE (OMA) Cincinnati, OH (CIN) - Fayetteville, AR (XNA) Hartford, CT (BDL) - Baton Rouge, LA (BTR) San Jose, CA (SJC) - Washington, DC (WAS) Jackson, MS (JAN) - Phoenix, AZ (PHX) Las Vegas, NV (LAS) - Harrisburg, PA (MDT) Austin, TX (AUS) - San Juan, PR (SJU) Reno, NV (RNO) - Washington, DC (WAS) Minneapolis, MN (MSP) - Tucson, AZ (TUS) Austin, TX (AUS) - Harrisburg, PA (MDT) Salinas, CA (MRY) - Phoenix, AZ (PHX) Boston, MA (BOS) - San Antonio, TX (SAT) Phoenix, AZ (PHX) - Pensacola, FL (PNS) Columbus, OH (CMH) - Riverside, CA (ONT) Denver, CO (DEN) - Miami, FL (PBI) Baton Rouge, LA (BTR) - San Juan, PR (SJU) Austin, TX (AUS) - Durango, CO (DRO) Austin, TX (AUS) - Los Angeles, CA (LAX) Austin, TX (AUS) - Charlottesville, VA (CHO) Baton Rouge, LA (BTR) - Columbus, OH (CMH) Cleveland, OH (CLE) - Fayetteville, AR (XNA) Chattanooga, TN (CHA) - Houston, TX (HOU) Memphis, TN (MEM) - Phoenix, AZ (PHX) Charlotte, NC (CLT) - Las Vegas, NV (LAS) Chicago, IL (CHI) - Fort Walton Beach, FL (VPS) Miami, FL (MIA) - Richmond, VA (RIC) Atlanta, GA (ATL) - Reno, NV (RNO) Austin, TX (AUS) - Raleigh, NC (RDU) Lexington, KY (LEX) - Syracuse, NY (SYR) Miami, FL (MIA) - Salt Lake City, UT (SLC) Chicago, IL (CHI) - Raleigh, NC (RDU) Post-Merger HHI ∆ HHI 2991 413 5549 412 5437 411 4082 404 4663 404 3632 404 3969 404 3512 403 3500 403 3136 403 3855 402 4478 402 5150 402 5950 398 2594 397 2850 397 3460 396 2692 396 2700 395 4121 395 3369 394 9083 393 3126 393 3086 392 3863 390 3280 390 5023 390 3946 389 3121 388 4508 386 4922 386 3346 385 5565 384 4378 383 5633 383 5381 381 3146 381 3073 380 2774 379 4516 377 3320 375 3352 373 Appendix 8 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 52 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Dallas, TX (DFW) - Louisville, KY (SDF) Memphis, TN (MEM) - San Juan, PR (SJU) New York, NY (NYC) - Washington, DC (WAS) Des Moines, IA (DSM) - Los Angeles, CA (LAX) Dallas, TX (DFW) - Wilmington, NC (ILM) Jacksonville, FL (JAX) - San Juan, PR (SJU) Charlotte, NC (CLT) - Portland, OR (PDX) Baton Rouge, LA (BTR) - Richmond, VA (RIC) Des Moines, IA (DSM) - Los Angeles, CA (SNA) Kahului, HI (OGG) - Salt Lake City, UT (SLC) Cape Coral, FL (RSW) - San Juan, PR (SJU) Des Moines, IA (DSM) - Washington, DC (WAS) San Diego, CA (SAN) - St. Louis, MO (STL) Columbus, OH (CMH) - San Diego, CA (SAN) Anchorage, AK (ANC) - Tampa, FL (TPA) Buffalo, NY (BUF) - Little Rock, AR (LIT) Houston, TX (HOU) - Virginia Beach, VA (ORF) Reno, NV (RNO) - San Antonio, TX (SAT) Chattanooga, TN (CHA) - Fayetteville, AR (XNA) Cincinnati, OH (CIN) - Phoenix, AZ (PHX) Chicago, IL (CHI) - Tallahassee, FL (TLH) Austin, TX (AUS) - Sacramento, CA (SMF) Chattanooga, TN (CHA) - Kansas City, MO (MCI) Orlando, FL (MCO) - San Juan, PR (SJU) Gulfport, MS (GPT) - Minneapolis, MN (MSP) Houston, TX (HOU) - Kapaa, HI (LIH) Boston, MA (BOS) - El Paso, TX (ELP) Cincinnati, OH (CIN) - Miami, FL (MIA) Columbus, OH (CMH) - Syracuse, NY (SYR) Kansas City, MO (MCI) - Raleigh, NC (RDU) Little Rock, AR (LIT) - Miami, FL (PBI) Denver, CO (DEN) - Kahului, HI (OGG) Des Moines, IA (DSM) - Sacramento, CA (SMF) Seattle, WA (SEA) - Fort Walton Beach, FL (VPS) Austin, TX (AUS) - Huntsville, AL (HSV) Des Moines, IA (DSM) - Greenville, SC (GSP) Las Vegas, NV (LAS) - Lexington, KY (LEX) Lexington, KY (LEX) - New York, NY (NYC) Dallas, TX (DFW) - Detroit, MI (DTW) Gainesville, FL (GNV) - Louisville, KY (SDF) St. Louis, MO (STL) - Knoxville, TN (TYS) Miami, FL (MIA) - St. Louis, MO (STL) Post-Merger HHI ∆ HHI 6979 372 4175 372 3201 372 2947 372 5639 372 4120 371 3709 371 5129 371 3145 371 3497 370 4369 368 3284 368 2967 367 2702 366 3503 365 2779 365 2778 362 4524 361 6035 360 3479 360 5407 358 3323 357 5869 356 355 4353 5688 353 5668 353 5456 352 4636 352 3973 352 3046 351 5040 350 5380 350 2629 350 3723 349 3718 349 4251 348 4617 348 4458 348 4006 347 5418 346 5379 345 3736 345 CITY PAIR New York, NY (NYC) - Virginia Beach, VA (ORF) Rochester, NY (ROC) - St. Louis, MO (STL) Las Vegas, NV (LAS) - Salinas, CA (MRY) Charlotte, NC (CLT) - Des Moines, IA (DSM) Harrisburg, PA (MDT) - Seattle, WA (SEA) Cape Coral, FL (RSW) - San Diego, CA (SAN) Jacksonville, FL (JAX) - San Francisco, CA (SFO) Los Angeles, CA (SNA) - Washington, DC (WAS) Little Rock, AR (LIT) - Washington, DC (WAS) Reno, NV (RNO) - St. Louis, MO (STL) Miami, FL (PBI) - Seattle, WA (SEA) Los Angeles, CA (LAX) - Cape Coral, FL (RSW) Lexington, KY (LEX) - San Francisco, CA (SFO) San Francisco, CA (SFO) - St. Louis, MO (STL) Austin, TX (AUS) - Lexington, KY (LEX) Des Moines, IA (DSM) - Mobile, AL (MOB) El Paso, TX (ELP) - Salt Lake City, UT (SLC) Dallas, TX (DFW) - Miami, FL (MIA) Austin, TX (AUS) - Savannah, GA (SAV) Baton Rouge, LA (BTR) - Cincinnati, OH (CIN) Orlando, FL (MCO) - Phoenix, AZ (PHX) Key West, FL (EYW) - Richmond, VA (RIC) San Jose, CA (SJC) - Tucson, AZ (TUS) Chicago, IL (CHI) - Rochester, NY (ROC) Kansas City, MO (MCI) - Riverside, CA (ONT) Huntsville, AL (HSV) - Kansas City, MO (MCI) Boston, MA (BOS) - Grand Junction, CO (GJT) Omaha, NE (OMA) - Los Angeles, CA (SNA) Pensacola, FL (PNS) - San Juan, PR (SJU) El Paso, TX (ELP) - San Jose, CA (SJC) Nashville, TN (BNA) - Miami, FL (MIA) Durango, CO (DRO) - Pittsburgh, PA (PIT) Nashville, TN (BNA) - Boston, MA (BOS) Cleveland, OH (CLE) - Miami, FL (MIA) Des Moines, IA (DSM) - Miami, FL (MIA) Kansas City, MO (MCI) - Mobile, AL (MOB) Des Moines, IA (DSM) - Gulfport, MS (GPT) Kansas City, MO (MCI) - Fort Walton Beach, FL (VPS) Anchorage, AK (ANC) - Charlotte, NC (CLT) Pittsburgh, PA (PIT) - San Antonio, TX (SAT) Los Angeles, CA (LAX) - Knoxville, TN (TYS) Kansas City, MO (MCI) - Harrisburg, PA (MDT) Post-Merger HHI ∆ HHI 3065 344 3063 343 5718 343 4459 343 3640 342 2930 342 2638 342 2798 341 3012 340 3938 340 3470 339 2683 339 3416 338 2644 338 4331 337 4564 336 4641 336 6537 335 4641 334 4797 333 4022 333 5833 332 5027 331 5006 330 3922 328 5947 328 5419 328 2541 327 4740 327 5326 327 4185 326 6192 326 2885 325 3678 325 3715 324 3917 323 4617 323 4599 321 4572 321 2599 321 3201 320 3532 319 Appendix 9 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 53 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Wilmington, NC (ILM) - Omaha, NE (OMA) Baton Rouge, LA (BTR) - Raleigh, NC (RDU) Baton Rouge, LA (BTR) - Washington, DC (WAS) Columbus, OH (CMH) - San Francisco, CA (SFO) Minneapolis, MN (MSP) - Knoxville, TN (TYS) Grand Junction, CO (GJT) - Tampa, FL (TPA) Jacksonville, FL (JAX) - Omaha, NE (OMA) Wilmington, NC (ILM) - San Francisco, CA (SFO) St. Louis, MO (STL) - Tallahassee, FL (TLH) Greenville, SC (GSP) - Los Angeles, CA (LAX) Greensboro, NC (GSO) - Phoenix, AZ (PHX) Hartford, CT (BDL) - New Orleans, LA (MSY) Los Angeles, CA (LAX) - Virginia Beach, VA (ORF) Chattanooga, TN (CHA) - San Antonio, TX (SAT) Jacksonville, FL (JAX) - Seattle, WA (SEA) Hartford, CT (BDL) - San Diego, CA (SAN) San Antonio, TX (SAT) - San Juan, PR (SJU) Harrisburg, PA (MDT) - San Antonio, TX (SAT) Nashville, TN (BNA) - Harrisburg, PA (MDT) San Antonio, TX (SAT) - San Francisco, CA (SFO) Los Angeles, CA (LAX) - Tampa, FL (TPA) Cleveland, OH (CLE) - New York, NY (HPN) Harrisburg, PA (MDT) - Miami, FL (MIA) Gainesville, FL (GNV) - New Orleans, LA (MSY) Boston, MA (BOS) - Fort Walton Beach, FL (VPS) San Juan, PR (SJU) - Salt Lake City, UT (SLC) Austin, TX (AUS) - Hartford, CT (BDL) Des Moines, IA (DSM) - Pittsburgh, PA (PIT) Chattanooga, TN (CHA) - Minneapolis, MN (MSP) Des Moines, IA (DSM) - Richmond, VA (RIC) Milwaukee, WI (MKE) - San Jose, CA (SJC) Omaha, NE (OMA) - Tallahassee, FL (TLH) Columbia, SC (CAE) - Kansas City, MO (MCI) San Diego, CA (SAN) - Syracuse, NY (SYR) New York, NY (HPN) - San Francisco, CA (SFO) Boston, MA (BOS) - Tallahassee, FL (TLH) Dallas, TX (DFW) - St. Croix, VI (STX) Little Rock, AR (LIT) - Orlando, FL (MCO) San Juan, PR (SJU) - Tampa, FL (TPA) Seattle, WA (SEA) - Syracuse, NY (SYR) Chicago, IL (CHI) - Key West, FL (EYW) Sacramento, CA (SMF) - St. Louis, MO (STL) Post-Merger HHI ∆ HHI 5191 319 4815 318 3776 318 2615 317 4540 317 5003 317 5067 317 6101 317 5690 316 3094 316 4397 315 2920 315 2594 314 5910 313 2844 313 2509 312 2667 311 3358 311 3909 310 3291 310 3126 310 4704 310 5288 310 309 6253 4955 309 4901 309 2809 309 3185 308 6035 307 3387 307 3322 307 6189 307 4527 306 2797 306 4195 305 5024 304 10000 303 4050 303 6112 301 2852 301 3494 300 2582 299 CITY PAIR Austin, TX (AUS) - Virginia Beach, VA (ORF) Seattle, WA (SEA) - Tallahassee, FL (TLH) Minneapolis, MN (MSP) - Syracuse, NY (SYR) Phoenix, AZ (PHX) - Savannah, GA (SAV) Huntsville, AL (HSV) - Las Vegas, NV (LAS) Omaha, NE (OMA) - Raleigh, NC (RDU) Huntsville, AL (HSV) - Seattle, WA (SEA) New York, NY (HPN) - Memphis, TN (MEM) Hilo, HI (KOA) - Phoenix, AZ (PHX) Salinas, CA (MRY) - Washington, DC (WAS) Austin, TX (AUS) - Pittsburgh, PA (PIT) Gulfport, MS (GPT) - New York, NY (NYC) Boston, MA (BOS) - Baton Rouge, LA (BTR) El Paso, TX (ELP) - Pittsburgh, PA (PIT) Little Rock, AR (LIT) - Tampa, FL (TPA) Key West, FL (EYW) - Louisville, KY (SDF) Greensboro, NC (GSO) - San Diego, CA (SAN) San Francisco, CA (SFO) - Fort Walton Beach, FL (VPS) Philadelphia, PA (PHL) - Seattle, WA (SEA) Cape Coral, FL (RSW) - San Antonio, TX (SAT) Fresno, CA (FAT) - Phoenix, AZ (PHX) Phoenix, AZ (PHX) - Pittsburgh, PA (PIT) Philadelphia, PA (PHL) - St. Louis, MO (STL) Chicago, IL (CHI) - Gulfport, MS (GPT) Charleston, SC (CHS) - Los Angeles, CA (LAX) Los Angeles, CA (LAX) - Harrisburg, PA (MDT) Honolulu, HI (HNL) - Orlando, FL (MCO) Denver, CO (DEN) - Greensboro, NC (GSO) St. Louis, MO (STL) - St. Croix, VI (STX) Harrisburg, PA (MDT) - Louisville, KY (SDF) Lexington, KY (LEX) - Fayetteville, AR (XNA) Jackson, MS (JAN) - Minneapolis, MN (MSP) Hartford, CT (BDL) - Fort Walton Beach, FL (VPS) Gulfport, MS (GPT) - Phoenix, AZ (PHX) Montgomery, AL (MGM) - Minneapolis, MN (MSP) Kansas City, MO (MCI) - Cape Coral, FL (RSW) Syracuse, NY (SYR) - Knoxville, TN (TYS) Miami, FL (PBI) - San Diego, CA (SAN) Sacramento, CA (SMF) - Tampa, FL (TPA) Little Rock, AR (LIT) - Virginia Beach, VA (ORF) Omaha, NE (OMA) - Pensacola, FL (PNS) St. Louis, MO (STL) - Washington, DC (WAS) Post-Merger HHI ∆ HHI 2846 299 6209 298 3796 298 4230 297 3885 297 2818 297 3345 296 4067 295 4454 295 5619 295 2609 295 4484 295 4280 293 3986 293 3930 293 6170 293 4099 293 3454 293 4246 293 2676 291 9574 290 4094 290 4704 289 4618 289 3071 289 3884 288 2888 288 3382 287 9073 287 3581 287 4320 287 4719 287 5478 287 4028 286 6343 286 3056 286 4611 286 3433 286 2501 285 3660 285 4733 285 3561 284 Appendix 10 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 54 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Dallas, TX (DFW) - Gainesville, FL (GNV) Indianapolis, IN (IND) - Syracuse, NY (SYR) New York, NY (NYC) - Tallahassee, FL (TLH) Jackson, MS (JAN) - New York, NY (NYC) New York, NY (HPN) - Lexington, KY (LEX) Denver, CO (DEN) - Mobile, AL (MOB) Jacksonville, FL (JAX) - Little Rock, AR (LIT) Des Moines, IA (DSM) - Huntsville, AL (HSV) Key West, FL (EYW) - Pittsburgh, PA (PIT) Columbus, OH (CMH) - El Paso, TX (ELP) Houston, TX (HOU) - Tucson, AZ (TUS) Louisville, KY (SDF) - Syracuse, NY (SYR) Miami, FL (MIA) - New Orleans, LA (MSY) Greenville, SC (GSP) - Phoenix, AZ (PHX) Phoenix, AZ (PHX) - Raleigh, NC (RDU) Harrisburg, PA (MDT) - San Diego, CA (SAN) Phoenix, AZ (PHX) - Rochester, NY (ROC) Hartford, CT (BDL) - San Francisco, CA (SFO) Kansas City, MO (MCI) - Rochester, NY (ROC) Baton Rouge, LA (BTR) - Philadelphia, PA (PHL) El Paso, TX (ELP) - Indianapolis, IN (IND) Philadelphia, PA (PHL) - Phoenix, AZ (PHX) Dallas, TX (DFW) - San Francisco, CA (SFO) Columbus, OH (CMH) - Little Rock, AR (LIT) St. Thomas, VI (STT) - Tampa, FL (TPA) Kansas City, MO (MCI) - Miami, FL (PBI) Huntsville, AL (HSV) - Minneapolis, MN (MSP) El Paso, TX (ELP) - Riverside, CA (PSP) Columbus, OH (CMH) - Seattle, WA (SEA) Charlottesville, VA (CHO) - Indianapolis, IN (IND) Philadelphia, PA (PHL) - Sacramento, CA (SMF) Anchorage, AK (ANC) - Indianapolis, IN (IND) New Orleans, LA (MSY) - Philadelphia, PA (PHL) Milwaukee, WI (MKE) - Knoxville, TN (TYS) Minneapolis, MN (MSP) - Miami, FL (PBI) Gainesville, FL (GNV) - Washington, DC (WAS) Gulfport, MS (GPT) - Los Angeles, CA (LAX) Cape Coral, FL (RSW) - Seattle, WA (SEA) Charlottesville, VA (CHO) - Louisville, KY (SDF) Sacramento, CA (SMF) - Washington, DC (WAS) Austin, TX (AUS) - Cape Coral, FL (RSW) Richmond, VA (RIC) - San Juan, PR (SJU) Post-Merger HHI ∆ HHI 6248 283 3346 283 4681 282 3886 282 4864 280 3366 280 5509 278 5237 278 3483 277 4590 276 4404 276 3612 275 4056 275 2929 274 3293 273 4131 272 2756 272 2651 271 2970 271 3775 271 4014 270 5804 270 4033 270 270 3273 4436 269 3537 269 5458 268 6530 268 2515 267 4591 266 2572 266 5094 266 3952 265 4213 265 4823 264 4883 263 3661 262 2839 262 7869 261 2686 261 2913 261 2720 261 CITY PAIR Mobile, AL (MOB) - San Francisco, CA (SFO) Salt Lake City, UT (SLC) - Tampa, FL (TPA) Omaha, NE (OMA) - San Diego, CA (SAN) Los Angeles, CA (LAX) - Philadelphia, PA (PHL) Columbia, SC (CAE) - Seattle, WA (SEA) Austin, TX (AUS) - Chattanooga, TN (CHA) Harrisburg, PA (MDT) - Omaha, NE (OMA) Fort Walton Beach, FL (VPS) - Fayetteville, AR (XNA) Boston, MA (BOS) - Pensacola, FL (PNS) Minneapolis, MN (MSP) - Fort Walton Beach, FL (VPS) Omaha, NE (OMA) - Richmond, VA (RIC) El Paso, TX (ELP) - Tampa, FL (TPA) Des Moines, IA (DSM) - Rochester, NY (ROC) Philadelphia, PA (PHL) - Tallahassee, FL (TLH) Austin, TX (AUS) - Cincinnati, OH (CIN) Omaha, NE (OMA) - Savannah, GA (SAV) Cleveland, OH (CLE) - Little Rock, AR (LIT) Greensboro, NC (GSO) - Omaha, NE (OMA) Huntsville, AL (HSV) - Indianapolis, IN (IND) Des Moines, IA (DSM) - El Paso, TX (ELP) Phoenix, AZ (PHX) - San Antonio, TX (SAT) Atlanta, GA (ATL) - St. Thomas, VI (STT) Raleigh, NC (RDU) - Tallahassee, FL (TLH) Boston, MA (BOS) - Mobile, AL (MOB) Grand Junction, CO (GJT) - Miami, FL (MIA) Austin, TX (AUS) - Knoxville, TN (TYS) Gainesville, FL (GNV) - Indianapolis, IN (IND) El Paso, TX (ELP) - San Francisco, CA (SFO) Jacksonville, FL (JAX) - Los Angeles, CA (LAX) Greensboro, NC (GSO) - Houston, TX (HOU) Boston, MA (BOS) - Miami, FL (MIA) Birmingham, AL (BHM) - Key West, FL (EYW) Hartford, CT (BDL) - Jackson, MS (JAN) Detroit, MI (DTW) - Jackson, MS (JAN) Indianapolis, IN (IND) - Reno, NV (RNO) Charleston, SC (CHS) - Fayetteville, AR (XNA) Wilmington, NC (ILM) - Las Vegas, NV (LAS) Columbia, SC (CAE) - San Francisco, CA (SFO) Honolulu, HI (HNL) - Washington, DC (WAS) St. Louis, MO (STL) - Fort Walton Beach, FL (VPS) Austin, TX (AUS) - Phoenix, AZ (PHX) Jacksonville, FL (JAX) - Kansas City, MO (MCI) Post-Merger HHI ∆ HHI 3410 261 2876 260 2766 260 4309 259 3457 259 5587 258 3604 257 4338 257 3307 257 6289 256 3508 256 3311 255 3396 255 5014 255 3879 254 5733 254 2934 254 3827 253 5972 252 5590 252 4697 251 5168 250 5133 249 4940 249 5388 249 4141 249 5173 248 5400 248 2916 248 4051 248 3887 248 4205 247 3698 247 4440 247 3892 246 5979 246 6043 246 3428 245 4913 245 5733 245 4814 244 3399 230 Appendix 11 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 55 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Houston, TX (HOU) - Knoxville, TN (TYS) Denver, CO (DEN) - Knoxville, TN (TYS) El Paso, TX (ELP) - Orlando, FL (MCO) Atlanta, GA (ATL) - El Paso, TX (ELP) Boston, MA (BOS) - Jackson, MS (JAN) Milwaukee, WI (MKE) - Reno, NV (RNO) Gulfport, MS (GPT) - Kansas City, MO (MCI) Huntsville, AL (HSV) - New York, NY (NYC) San Francisco, CA (SFO) - Knoxville, TN (TYS) Miami, FL (MIA) - Omaha, NE (OMA) Lexington, KY (LEX) - Rochester, NY (ROC) Montgomery, AL (MGM) - San Diego, CA (SAN) Huntsville, AL (HSV) - San Francisco, CA (SFO) Savannah, GA (SAV) - San Francisco, CA (SFO) Gainesville, FL (GNV) - Raleigh, NC (RDU) Detroit, MI (DTW) - Honolulu, HI (HNL) Los Angeles, CA (LAX) - Miami, FL (MIA) Dallas, TX (DFW) - Seattle, WA (SEA) Milwaukee, WI (MKE) - Riverside, CA (ONT) Huntsville, AL (HSV) - Los Angeles, CA (LAX) Chicago, IL (CHI) - Montgomery, AL (MGM) Des Moines, IA (DSM) - New York, NY (NYC) Birmingham, AL (BHM) - Des Moines, IA (DSM) Hartford, CT (BDL) - San Antonio, TX (SAT) Baton Rouge, LA (BTR) - Greensboro, NC (GSO) Los Angeles, CA (LAX) - Savannah, GA (SAV) Pensacola, FL (PNS) - San Diego, CA (SAN) Hartford, CT (BDL) - Seattle, WA (SEA) Pensacola, FL (PNS) - San Francisco, CA (SFO) Austin, TX (AUS) - Grand Junction, CO (GJT) Hartford, CT (BDL) - Pensacola, FL (PNS) Omaha, NE (OMA) - Cape Coral, FL (RSW) Wilmington, NC (ILM) - Los Angeles, CA (LAX) Indianapolis, IN (IND) - Knoxville, TN (TYS) Chicago, IL (CHI) - Riverside, CA (ONT) Baton Rouge, LA (BTR) - Pittsburgh, PA (PIT) Indianapolis, IN (IND) - Philadelphia, PA (PHL) Greenville, SC (GSP) - Little Rock, AR (LIT) Los Angeles, CA (LAX) - Omaha, NE (OMA) Grand Junction, CO (GJT) - Orlando, FL (MCO) Key West, FL (EYW) - Los Angeles, CA (LAX) Charlottesville, VA (CHO) - San Antonio, TX (SAT) Post-Merger HHI ∆ HHI 4044 244 4020 244 3146 244 4450 244 3999 243 3832 243 3887 242 4033 242 3400 242 2831 240 4466 240 5257 239 3449 239 3791 239 5092 239 4822 238 3355 238 4288 237 4742 237 3441 237 6507 236 3093 235 4292 235 235 2916 5054 234 4517 234 3713 234 2772 233 2909 233 4674 233 4929 233 3008 233 5337 232 3945 232 3941 232 4397 232 6662 231 4770 231 2586 231 4457 231 6973 230 4463 230 CITY PAIR Key West, FL (EYW) - Virginia Beach, VA (ORF) Dallas, TX (DFW) - Durango, CO (DRO) Key West, FL (EYW) - Minneapolis, MN (MSP) St. Croix, VI (STX) - Washington, DC (WAS) Des Moines, IA (DSM) - Tallahassee, FL (TLH) Charlotte, NC (CLT) - St. Thomas, VI (STT) Boston, MA (BOS) - Knoxville, TN (TYS) Los Angeles, CA (LAX) - Syracuse, NY (SYR) Columbia, SC (CAE) - San Diego, CA (SAN) Baton Rouge, LA (BTR) - Virginia Beach, VA (ORF) Memphis, TN (MEM) - Syracuse, NY (SYR) Memphis, TN (MEM) - San Francisco, CA (SFO) Atlanta, GA (ATL) - Tucson, AZ (TUS) Indianapolis, IN (IND) - Rochester, NY (ROC) Charleston, SC (CHS) - Seattle, WA (SEA) San Diego, CA (SAN) - Knoxville, TN (TYS) Seattle, WA (SEA) - Knoxville, TN (TYS) Denver, CO (DEN) - Tallahassee, FL (TLH) Detroit, MI (DTW) - Little Rock, AR (LIT) Los Angeles, CA (LAX) - Fort Walton Beach, FL (VPS) Denver, CO (DEN) - New York, NY (HPN) Hartford, CT (BDL) - Lexington, KY (LEX) Pittsburgh, PA (PIT) - San Francisco, CA (SFO) Salinas, CA (MRY) - Salt Lake City, UT (SLC) Little Rock, AR (LIT) - San Juan, PR (SJU) San Diego, CA (SAN) - Tallahassee, FL (TLH) Key West, FL (EYW) - Memphis, TN (MEM) Des Moines, IA (DSM) - New York, NY (HPN) Baton Rouge, LA (BTR) - Phoenix, AZ (PHX) Phoenix, AZ (PHX) - Washington, DC (WAS) Baton Rouge, LA (BTR) - New York, NY (NYC) Jackson, MS (JAN) - Miami, FL (MIA) Mobile, AL (MOB) - New York, NY (NYC) Albuquerque, NM (ABQ) - Tampa, FL (TPA) Boston, MA (BOS) - Gulfport, MS (GPT) Chicago, IL (CHI) - Los Angeles, CA (SNA) Virginia Beach, VA (ORF) - Seattle, WA (SEA) Mobile, AL (MOB) - Minneapolis, MN (MSP) Charlotte, NC (CLT) - San Juan, PR (SJU) Denver, CO (DEN) - Virginia Beach, VA (ORF) Wilmington, NC (ILM) - St. Louis, MO (STL) Kansas City, MO (MCI) - Tallahassee, FL (TLH) Post-Merger HHI ∆ HHI 5747 230 4052 230 6277 229 8150 229 6416 229 4759 229 5003 228 2935 227 4515 227 5156 226 4421 226 3520 226 4887 226 3666 226 3380 226 3233 226 3046 225 5975 225 3907 224 3815 223 3819 223 4745 222 3060 222 6650 221 6569 220 6434 219 6557 219 3464 219 4389 219 3435 219 3718 218 4304 218 4452 218 3054 218 5213 218 3839 217 3247 217 5888 217 2594 215 2598 215 6783 215 6205 215 Appendix 12 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 56 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Columbia, SC (CAE) - Houston, TX (HOU) Des Moines, IA (DSM) - Harrisburg, PA (MDT) New York, NY (NYC) - San Antonio, TX (SAT) Gulfport, MS (GPT) - Washington, DC (WAS) San Francisco, CA (SFO) - Syracuse, NY (SYR) Greensboro, NC (GSO) - Orlando, FL (MCO) New York, NY (NYC) - San Jose, CA (SJC) Jackson, MS (JAN) - Milwaukee, WI (MKE) Phoenix, AZ (PHX) - St. Louis, MO (STL) Omaha, NE (OMA) - Knoxville, TN (TYS) Baton Rouge, LA (BTR) - Indianapolis, IN (IND) Charleston, WV (CRW) - Dallas, TX (DFW) Las Vegas, NV (LAS) - Knoxville, TN (TYS) Des Moines, IA (DSM) - Cape Coral, FL (RSW) Houston, TX (HOU) - Santa Barbara, CA (SBA) New York, NY (HPN) - Milwaukee, WI (MKE) Pensacola, FL (PNS) - St. Thomas, VI (STT) Fresno, CA (FAT) - Honolulu, HI (HNL) Harrisburg, PA (MDT) - Minneapolis, MN (MSP) Houston, TX (HOU) - Richmond, VA (RIC) Pittsburgh, PA (PIT) - Seattle, WA (SEA) Austin, TX (AUS) - Greenville, SC (GSP) Albuquerque, NM (ABQ) - Boston, MA (BOS) Las Vegas, NV (LAS) - Syracuse, NY (SYR) Houston, TX (HOU) - Salinas, CA (MRY) Jackson, MS (JAN) - San Juan, PR (SJU) Chattanooga, TN (CHA) - New York, NY (NYC) Miami, FL (MIA) - Pensacola, FL (PNS) Indianapolis, IN (IND) - Harrisburg, PA (MDT) Gulfport, MS (GPT) - Greenville, SC (GSP) Virginia Beach, VA (ORF) - Tallahassee, FL (TLH) New York, NY (NYC) - St. Louis, MO (STL) Cincinnati, OH (CIN) - Seattle, WA (SEA) Austin, TX (AUS) - Charleston, SC (CHS) Baton Rouge, LA (BTR) - Detroit, MI (DTW) Post-Merger HHI ∆ HHI 3633 215 3556 215 2806 214 4647 214 3547 214 4997 214 2996 214 5568 213 4598 213 3596 213 4240 212 4244 212 3919 212 3859 211 6373 211 3142 210 5346 210 4872 209 3659 208 3267 207 2610 207 2984 207 3294 207 2755 207 6287 206 6244 205 5046 205 5066 204 3462 203 4923 203 5030 203 2810 203 2858 203 3275 201 5080 201 Appendix 13 3 Takeaways From DOJ's Airline Merger Complaint - Law360 Page I of2 Portfolio Media. Inc, 860 Broadway, 6th Floor I New York, NY 10003 www.law360,com Phone: +1 646 783 7100 Fax: +t 646 783 7L6I I customerserv¡ce@law36o.com 3 Takea\ryays From DOJ's Airline Merger Complaint By Liz Hoffman Law360, New York (August 13,20t3,9:02 PM ET) -- The U.S. Department of Justice on Tuesday moved to block the merger of US Airways Group Inc. and American Airlines Inc., saying it would hurt competition and cost travelers hundreds of millions of dollars. Experts praised the complaint as thorough and tightly written, with few obvious holes' It pulls from past mergers, like the 2O0B union of Delta Air Lines Inc. and Northwest Airlines Inc,, to show that promises not to cut service or raise prices often go unfulfilled' And it points to internal emails acknowledging that consolidation has allowed nearly unfettered iees on extra legroom and checked baggage. One attorney said the DOJ's evidence and breadth of analysis "present a real defense problem'" "The DOJ tells a compelling story, and they aren't pulling any punches," said Jonathan Lewis of BakerHostetler. "When they bring a case, they're bringing it to win, and this is very wel l-crafted complaint, " a Here are a few takeaways from the 56-page document. Who's a Maverick? The DOJ never uses the word "maverick," a term that refers to a player that keeps competitors honest by cutting prices or offering more options. But it suggests that US Airways is already playing the role and that a post-bankruptcy American might do so as well one day. that are often hundreds of dollars cheaper than nonstop routes offered by American, Delta or United Continental Holdings Inc. After the merger, its incentive to do so "will likely go away," regulators said, US Airways offers discounted one-stop rates "They never say 'maverick,' but the reasoning is there," said John Briggs of Axinn Veltrop & Harkrider LLP. And American, rejuvenated by its bankruptcy, is poised to shake up the industry, the DOJ said. The company placed its largest order for airplanes ever in 2011, replacing an aging fleet and gearing up to compete long before its merger with US Airways was on the horizon. "The DOJ is saying that American is going to be at fighting strength, with a new fleet and better cost structure," Lewis said. "That's a pro-competitive force." Notably "Hot" Documents Good antitrust cases are built on compelling economic analyses, but juicy internal emails mhtml:file://H:\PlDWic\AA US Air Working hle pdfl3 Takeaways From DOJ's Airline M... 511912016 3 Takeaways From DOJ's never hurt - Airline Merger Complaint - Law360 Page2 of2 and the DOJ's complaint has plenty. "the last major piece needed to parlance for trimming service. In 2010, as an fully rationalize the industry," which is airline industry analyst was defending the United-Continental merger by saying it would not affect Continental's Cleveland hub, Parker allegedly wrote in an email to other executives that he was "hopeful they're just saying what they need to .., to get fthe merger] approved." US Airways CEO Doug Parker allegedly called the merger Other documents poke holes in a key defense the airlines could use - namely, that the DOJ's market view should include budget carriers, not just the big four national carriers, According to the complaint, a senior US Airways executive told her boss: "Our employees know full well that the real competition for us is [American], IDelta] and IUnited]. Yes, we compete with Southwest and JetBlue, but the product is different and the customer base is also different. " "There are some very strong 'hot documents' here," said Michael Swartz of Schulte Roth & Zabel LLP. "There's always the defense that they're being taken out of context, but when you've got executives talking like they did, that's going to carry a lot of weight," "The DOJ has all the pieces they'd want here for a strong case," he added, History Doomed to Repeat American and US Airways are already feeling one downside to being the last in a long line of industry mergers. Sometimes the government says enough is enough. But there's another downside, and it's clearly laid out in the DOJ's complaint: There's a track record to judge, United and Continental reduced capacity at Cleveland and other major hubs after their merger, despite promises not to, according to the complaint, Southwest cut services on many of AirTran's former routes after it bought AirTrain out of bankruptcy in 2010. Average fares have crept up nearly $75, adjusted for inflation, since 2005, according to federal data, and fees for checked baggage, seat selection and flight changes - what the industry calls "ancillary revenue" - have become standard. "The government can look at what people said they're going to do and what actually happened," said Mark Ostrau of Fenwick & West LLP. "When there's a gag, the question is, 'Well, why should we believe you?"' --Editing by Elizabeth Bowen and Melissa Tinklepaugh. All Content @ 2003-2013, Portfolio Media, Inc, mhtml:file://H:\PlDWic\AA US Air V/orking frle pdfl3 Takeaways From DOJ's Airline M.,. 511912016 3 Things To Remember When Top DOJ, FTC Litigators Appear - Law360 Page I of2 Lnw Portfolio Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www'law360'com Phone: +1 646783 7100 Fax: +1 646 783 7I6t I customerservice@law36o.com 3 Things To Remember When Top DOJ, FTC Litigators Appear By Melissa L¡pman Law36O, NewYork (November t9,20L3,5:49 PM ET) -- With both the U.S. Depaftmentof Justice and the Federal Trade Commission going to court more often, the sight of each agency's key litigators at a meeting can be enough to induce panic for defense counsel. And while antitrust lawyers should feel nervous when the FTC's Chief Litigation Counsel Ted Hassi or the DOJ's Director of Litigation Mark Ryan and Deputy Assistant Attorney General for Litigation David Gelfand start taking depositions in an investigation, both watchdogs also have more expansive litigation capabilities, agency officials said at the American Bar Association's Antitrust Fall Forum Thursday. Here are three things FTC Bureau of Competition Director Deborah Feinstein and DOJ Deputy Assistant Attorney General Renata Hesse say attorneys should keep in mind if Hassi, Ryan or Gelfand appear, Be a little nervous - the agency is probably eyeing a lawsuit. Though each agency's top litigators might show up for more innocuous reasons/ Feinstein and Hesse said their presence at a meeting or deposition during an investigation most likely means agency officials are considering litigation' I did shortly before I came over to the commission, you should be a little nervous," Feinstein said. "It means we're certainly thinking about "If you see Ted in a meeting, as litigation. " Likewise at the DOJ, both Ryan and Gelfand get involved in cases that the agency thinks could end up in court, sometimes well before a complaint is filed, Hesse said. Still, the presence of either litigator could be a red herring, Hesse said. Gelfand sometimes serve as a managing deputy, while Ryan routinely attends final meetings with the deputy and Assistant Attorney General Bill Baer, But if Gelfand arrives with his litigation deputy hat on or if Ryan starts appearing at meetings earlier in a case or taking depositions, "that should tell you that at least it's something that we're seriously considering as a potential matter that we'll litigate." Don't panic, a settlement might still be possible. That being said, the appearance of top litigators doesn't mean trial is inevitable - if a better settlement can be had, Both agencies find it helpful to start preparing for litigation early in the process, even if they expect to settle the suit in the end. mhtml:file://H:\PlDWic\AA US Air V/orking hle pdfl3 Things To Remember When Top ... 511912016 3 Things To Remember When Top DOJ, FTC Litigators Appear - Law360 Page2 of2 "you just never know, and sometimes the only way to get an appropriate settlement is to be prepared to go to court, to make the parties understand that's something that you're willing to do and able to do," Feinstein said. "sometimes lyou] even Ineed] to file the case because that might be the only way to really make clear that you're prepared to block a merger if there aren't appropriate remedies forthcoming." The DOJ tries to bring its litigation experts into matters that might be trial-bound as early as possible, "because it's much better to plan for that even if it doesn't actually happen," Hesse said. But don't feel too secure if you don't see chief litigators. Even though the presence of top litigators may mean a complaint is in the works, their absence isn't necessarily an all-clear signal, the officials said' "Steve Weissman, our new deputy director, is somebody with extensive litigation experience as weil and who may well be in a position where he's involved in trying a case," Feinstein said. "We have a number of shops who have litigation capabilities as well, so they often take their own cases to trial, We have a lot of people who can do litigation," Indeed, Feinstein and Hesse both lauded the role that Hassi, Ryan and Gelfand play as litigation teachers and coaches in their respective agencies' "By way of example, Bill and I were talking about the American Airlines case the other day, anä he'said whatìs really great is Mark and Dave took a bunch of the big depositions in that case, but they also second-chaired a bunch of depositions," Hesse said, referring to the DOJ's recently settled challenge to a tie-up between American Airlines parent company AMR Corp. and US Airways Group Inc. "They sat with people '., and coached them on' how to do depositions better, which is actually not the easiest skill in the world, especially if you don't do them all the time'" Both Gelfand and Ryan also spend a fair amount of time working with Michael Chaleff, the DOJ's special counsel for professional development, to design litigation training programs, according to Hesse. "Michael's got a deposition module that he's got up on his website. ,.. So we have a pretty good infrastructure in place for getting people ready and for getting the skill set up," Hesse said. Kat Laskowski. All Content @ 2003-2013, Portfolio Media, Inc' mhtml:f,rle://H:\PlDWic\AA US Air Working fîle pdfl3 Things To Remember When Top ..' 511912016 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Main Document Pg 1 of 13 SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP Four Times Square New York, New York 10036 I Jay M. Goffman AUG 15 2013 TN ATTORNEY GENERAL PUBLIC INTEREST DIV. - and- SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP 155 North Wacker Drive Chicago, Illinois 60606 John Wm. Butler, Jr. Albert L. Hogan, John K. Lyons Felicia Gerber Perlman Attorneys for the Of?cial Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 AMR CORPORATION, e_t Case No. 11-15463 (SHL) (Jointly Administered) Debtors. CAROLYN FJORD, gt a_l. Plaintiffs, Adv. Proc. No. 13-01392 (SHL) V. AMR CORPORATION, e_t Defendants. EX PARTE MOTION TO SHORTEN TIME WITH RESPECT TO EXPEDITED MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO EX PARTE APPLICATION FOR ORDER ADVANCING STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Main Document Pg 2 of 13 The Of?cial Committee of Unsecured Creditors (the "Committee") hereby moves this Court (the "Motion to Shorten Time") for entry of an order pursuant to Rule 9006(c) of the Federal Rules of Bankruptcy Procedure shortening the notice period and setting a hearing date for the Expedited Motion of the Of?cial Committee of Unsecured Creditors to Intervene in the Adversary Proceeding and for Leave of File Response to Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (the "Expedited Motion"), by which the Committee seeks to intervene in the above-captioned adversary proceeding (the "Adversary Proceeding"). In support of this Motion to Shorten Time, the Committee respectfully represents as follows: Jurisdiction and Venue 1. This Court has jurisdiction to consider the Motion to Shorten Time pursuant to 28 U.S.C. 157 and 1334. Venue is proper by virtue of28 U.S.C. 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. 157(b). 2. The basis for the relief requested is Rule 9006(c) of the Federal Rules of Bankruptcy Procedure. Relief Requested 3. By this Motion to Shorten Time, the Committee requests, pursuant to Rule 9006(c) of the Federal Rules of Bankruptcy Procedure, that the Court shorten the notice period and ?x the date and time for an expedited hearing on the Committee's Expedited Motion. Speci?cally, the Committee requests that this Court consider the relief requested in the Expedited Motion at the hearing scheduled for August 15, 2013 at 10:00 a.m. (prevailing Eastern time) and that the objection deadline for the Expedited Motion be August 15, 2013 at 9:30 a.m. (prevailing Eastern time). In support of the Motion, the Committee submits the declaration of John Wm. 2 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Main Document Pg 3 of 13 Butler, Jr., which is attached as Exhibit A hereto. A proposed form of order is attached hereto as Exhibit B. 4. The Committee has contacted counsel for the Debtors regarding the Expedited Motion, and the Debtors consent to both the Committee's request to intervene in the Adversary Proceeding and request to have the Expedited Motion considered on an expedited basis at the August 15, 2013 hearing. Basis for Relief 5. This Court's Amended Order Pursuant to 11 U.S.C. 105(a) and and Bankruptcy Rules 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures (Docket No. 3952) (the "Case Management Order?) provides that motions must be ?led 14 calendar days before the next applicable hearing date, but further provides that "nothing in the Case Management Procedures shall prejudice the right of any party to move the Court to request an enlargement or reduction of any time period under Bankruptcy Rules 9006(b) and (Case Management Order 11 25.) The Committee has obtained the Debtors' consent to have this matter considered on an expedited basis, as contemplated by the Case Management Order. (E Case Management Order 1] 24.) Rule 9006(c)(l) of the Federal Rules of Bankruptcy Procedure permits the Court to consider a motion on shortened notice "for cause shown." Fed. R. Bankr. P. 9006(0). 6. Good cause exists to hear the Expedited Motion on shortened notice. The Adversary Proceeding was ?led on August 6, 2013. On August 8, 2013, the Plaintiffs ?led their Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 4) (the "Ex Parte Application?). On August 9, 2013, this Court entered an order setting August 14, 2013 at 12:00 noon (Eastern Time) as the 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Main Document Pg 4 of 13 deadline for the Defendants to ?le their response to the Ex Parte Application. On August 12, 2013, the Plaintiffs ?led a supplemental Memorandum of Points and Authorities in Support of Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 8) (the "Supplemental Memorandum"). So that the Committee can be heard with respect to the Ex Parte Application and the Supplemental Memorandum, the Committee requests that its Expedited Motion be considered at the earliest possible occasion, which is the August 15, 2013 hearing. Moreover, because a creditors' committee's right to intervene in an adversary proceeding is "unconditional," Term Loan Holder Comm. v. Ozer Group. L.L.C. (In re Caldor Corp.), 303 F.3d 161, 176 (2d Cir. 2002), the Committee submits that no party will be prejudiced by the consideration of the Expedited Motion on August 15. 7. In accordance with the Case Management Order, the Committee solicited the approval of Debtors' counsel before submitting Expedited Motion and the Motion to Shorten Time. The Debtors have no objection to the relief requested in the Expedited Motion or the Motion to Shorten Time. Notice 8. Pursuant to Bankruptcy Rule 9006(c)(1), the Court may shorten time without notice. Accordingly, no notice of this Motion to Shorten time has been given. comm 9. For the foregoing reasons, good cause exists to hear the Expedited Motion on shortened notice at the hearing scheduled for August 15, 2013 at 10:00 am. (prevailing Eastern time), with objections or responses to the Expedited Motion due on or before August 15, 2013 at 9:30 am. (prevailing Eastern time). 13?01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Main Document Pg 5 of 13 WHEREFORE, the Committee respectfully requests that the Court enter an order granting the relief requested in the Motion to Shorten Time and such other and further relief as may be just and proper. DATED: New York, New York August 14, 2013 John Wm. Butler, Jr. SKADDEN ARPS SLATE MEAGHER FLOM LLP Jay M. Goffman Four Times Square New York, New York 10036 Telephone: (212) 735-3000 -and- John Wm. Butler, Jr. Albert L. Hogan, John K. Lyons Felicia Gerber Perlman 155 North Wacker Drive Chicago, Illinois 60606 Telephone: (312) 407-0700 Attorneys for the Of?cial Committee of Unsecured Creditors 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Main Document Pg 6 of 13 Exhibit A 13-01392-shl Doc 18 Filed 08/14/13 Entered 08l14/13 11:56:37 Main Document Pg 7 of 13 SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP Four Times Square New York, New York 10036 Jay M. Goffman - and- SKADDEN, ARPS, SLATE, MEAGHER LOM LLP 155 North Wacker Drive Chicago, Illinois 60606 John Wm. Butler, Jr. Albert L. Hogan, John K. Lyons Felicia Gerber Perlman Attorneys for the Of?cial Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 AMR CORPORATION, e_t aL, Case No. 11-15463 (SHL) (Jointly Administered) Debtors. CAROLYN FJORD, e_t a_l. Plaintiffs, Adv. Proc. No. 13?01392 (SHL) V. AMR CORPORATION, e_t Defendants. DECLARATION OF JOHN WM. BUTLER IN SUPPORT OF EX PARTE MOTION TO SHORTEN TIME WITH RESPECT TO EXPEDITED MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO EX PARTE APPLICATION FOR ORDER ADVANCING STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Main Document Pg 8 of 13 I, John Wm. Butler, Esq., hereby declare, pursuant to 28 U.S.C. 1746, as follows: 1. I am a partner of the ?rm of Skadden, Arps, Slate, Meagher Flom LLP, which maintains of?ces for the practice of law at, among other places, 155 N. Wacker Drive, Chicago, IL 60606 and Four Times Square, New York, NY 10036. I am a member in good standing of the bars of, and am admitted to practice in, the States of Illinois and Michigan, the United States District Courts for the Northern District of Illinois and the Eastern and Western Districts of Michigan, the United States Courts of Appeals for the Second, Sixth and Seventh Circuits and the United States Supreme Court. 2. I am admitted to practice, pro hac vice, in the above-captioned jointly- administered chapter 11 cases to represent the Of?cial Committee of Unsecured Creditors (the "Committee"). 3. I submit this declaration in support of the Committee?s Motion to Shorten Time with respect to the Expedited Motion of the Of?cial Committee of Unsecured Creditors to Intervene in the Adversary Proceeding and for Leave to File Response to Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (the "Expedited Motion"). 4. All statements contained herein are based on my personal knowledge or upon information and belief. 5. The Motion to Shorten Time requests that the Court consider the Expedited Motion on shortened notice at the August 15, 2013 con?rmation hearing. By the Expedited Motion, the Committee seeks entry of an order pursuant to Rule 7024(a)(1) of the Federal Rules of Bankruptcy Procedure permitting it to intervene as of right in the above-captioned adversary proceeding (the "Adversary Proceeding"); granting it leave to ?le a response to the Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery 2 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Main Document Pg 9 of 13 Schedule (the "Ex Parte Application") and the Plaintiffs? supplemental Memorandum of Points and Authorities in Support of Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 8) (the "Supplemental Memorandum?); and deeming its response timely ?led. 6. The Committee has a strong interest in the Adversary Proceeding and the Ex Parte Application and Supplemental Memorandum in particular. Expedited consideration of the Expedited Motion will allow the court to consider the Committee's perspective regarding the Ex Parte Application and Supplemental Memorandum at the August 15, 2013 hearing. 7. The Debtors have consented to the ?ling of this Motion to Shorten Time and do not object to the relief sought in the Expedited Motion. DATED: New York, New York August 14, 2013 SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP By: John Wm. Buffer, Jr. John Wm. Butler, Jr. 155 North Wacker Drive Chicago, Illinois 60606 Telephone: (312) 407-0730 Fax: (312) 407-8501 Email: jack.butler@skadden.com 13-01392-shl Doc 18 Filed 08/14/13 Entered 08l14/13 11:56:37 Main Document Pg 10 of 13 Exhibit 13-01392-shl Doc 18 Filed 08/14/13 Entered 08l14113 11:56:37 Main Document Pg 11 of 13 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 AMR CORPORATION, e_t Case No. 11-15463 (SHL) (Jointly Administered) Debtors. CAROLYN FJORD, e_t a_1. Plaintiffs, Adv. Proc. No. 13?01392 (SHL) V. AMR CORPORATION, gt Defendants. ORDER GRANTING EX PARTE MOTION TO SHORTEN TIME WITH RESPECT TO EXPEDITED MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO PLAINTIFF EX PARTE APPLICATION FOR ORDER ADVANCIN STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Main Document Pg 12 of 13 Upon the ex parte motion, dated August 14, 2013 (the "Motion to Shorten Time"), of the Of?cial Committee of Unsecured Creditors in the above-captioned cases (the "Committee"), pursuant to Rule 9006(0) of the Federal Rules of Bankruptcy Procedure seeking the entry of an Order shortening the notice period and ?xing the date and time for an expedited hearing on its Expedited Motion of the Of?cial Committee of Unsecured Creditors to Intervene in the Adversary Proceeding and for Leave to File Response to Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (the "Expedited Motion?), by which the Committee seeks to intervene in the above-captioned adversary proceeding, all as more fully described in the Motion to Shorten Time and the Declaration of John Wm. Butler, Jr. in support of the Motion to Shorten Time; and the Court having found and determined that the relief sought in the Motion to Shorten Time is in the best interests of the Debtors, their estates, creditors, and all parties in interest and that the legal and factual bases set forth in the Motion to Shorten Time establish just cause for the relief granted herein, and after due deliberation and suf?cient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as provided herein. 2. A hearing to consider the relief requested in the Expedited Motion will be held before the Honorable Sean H. Lane, United States Bankruptcy Judge, in Room 701 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004, on August 15, 2013 at 10:00 a.m. (prevailing Eastern time), or as soon thereafter as counsel may be heard. 3. The deadline to respond or object to the relief requested in the Expedited Motion is August 15, 2013 at 9:30 a.m. (prevailing Eastern time). 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Main Document Pg 13 of 13 4. Objections and responses, if any, to the Expedited Motion must be in writing, must conform to the Federal Rules of Bankruptcy Procedure, the Local Rules of the Bankruptcy Court for the Southern District of New York, and any case management order entered in these chapter 11 cases, (ii) set forth the name of the objecting party, the nature and amount of claims or interests held or asserted by the objecting party against the Debtors' estates or property, and set forth the basis for the objection and the speci?c grounds therefore. 5. The Committee shall serve, Via email, facsimile, or overnight mail, as soon as reasonably practicable after entry of this Order, a copy of the Expedited Motion and this Order on the Debtors, the Plaintiffs, and all parties in interest entitled to notice in accordance with the Amended Order Pursuant to 11 U.S.C. 105(a) and and Bankruptcy Rules 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures (Docket No. 3952) 6. This Court retains jurisdiction with respect to all matters arising from, based upon, or related to the implementation of this Order Dated: New York, NY August 2013 HON. SEAN H. LANE UNITED STATES BANKRUPTCY JUDGE . . 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Main Document 1 of 15 Proposed Hearing Date and Time: Augustg 15, 2013 at 10:00 a.m. (prevailing Eastern time) Proposed Objection Deadline: August 15, 2013 at 9:30 a.m. (prevailing Eastern time) SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP Four Times Square New York, New York 10036 Jay M. Goffman -and- SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP AUG 1?5 2013 155 North Wacker Drive TN ATTORNEY GENERAL Chicago, Illinois 60606 PUBLIC INTEREST DIV John Wm. Butler, Jr. Albert L. Hogan, John K. Lyons Felicia Gerber Perlman Attorneys for the Of?cial Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 AMR CORPORATION, e_t Case No. 11-15463 (SHL) (Jointly Administered) CAROLYN FJORD, e_t a_l. Plaintiffs, Adv. Proc. No. 13-01392 (SHL) v. AMR CORPORATION, e_t Defendants. NOTICE OF EXPEDITED MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO PLAINTIFF EX PARTE APPLICATION FOR ORDER ADVANCIN STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14l13 11:58:26 Main Document Pg 2 of 15 PLEASE TAKE NOTICE that a hearing on the attached Expedited Motion of the Of?cial Committee of Unsecured Creditors to Intervene in the Adversary Proceeding and for Leave to File Response to Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Settingi Trial and Discovery Schedule (the "Expedited Motion"), ?led by the Of?cial Committee of Unsecllir'edi Creditors (the "Committee") of AMR Corporation and certain of its subsidiaries, debtors debtors-in-possession (collectively, the "Debtors") in the above-captioned adversary proceeding (the "Adversary Proceeding"), will be held before the Honorable Sean H. Lane, United States Bankruptcy Judge, on August 15, 2013 at 10:00 am. (prevailing Eastern time), or as soon thereafter as counsel may be heard, in the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004-1408 (the "Bankruptcy Court"). PLEASE TAKE FURTHER NOTICE that responses or objections, if any, to the Motion must comply with the Federal Rules of Bankruptcy Procedure and the Local Rules of the Bankruptcy Court, must set forth in a writing describing the basis therefore and must be ?led with the Court electronically in accordance with General Order M-242, as amended by General Order M-269, by registered users of the Court's electronic case ?ling system (the User's Manual for the Electronic Case Filing System can be found at the of?cial website for the Bankruptcy Court) and, by all other parties in interest, on a 3.5 inch disk, preferably in Portable Document Format (PDF), Word Perfect or any other Windows-based word processing format and served in accordance with the Court's Amended Order Pursuant to 11 U.S.C. 105(a) and and Bankruptcy Rules 1015(0), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures (Docket No. 3952) (the "Case Management Order?) upon each of the following: the Chambers of the Honorable Sean H. Lane, United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, 2 13-01392-shl Doc 19 Filed 08/14/13 Entered 11:58:26 Main Document Pg 3 of 15 New York 10004; (ii) the Debtors, c/o AMR Corporation, 4333 Amon Carter Boulevard, MD 5675, Fort Worth, Texas 76155 (Attn: Koorenny, Esq.); the attorneys for the Debtors, Weil, Gotshal Manges LLP, 767 Fifth Avenue, New York, New York 10004 (Attn: Stephen Karotkin, Esq.); (iv) the Of?ce of the United States Trustee for the Southern District of New York (the Trustee"), 33 Whitehall Street, 21st Floor, New York, New York 10004 (Attn: Brian Masumoto, Esq.); the attorneys for the Committee, Skadden, Arps, Slate, Meagher Flom LLP, 155 North Wacker Drive, Chicago, Illinois 60606 (Attn: John Wm. Butler, Jr., Esq.) and Four Times Square, New York, New York 10036 (Attn: Jay M. Goffman, Esq.); and (vi) counsel to the Section 1114 Committee of Retired Employees, Jenner Block LLP, 353 North Clark Street, Chicago, Illinois 60654 (Attn: Catherine L. Steege, Esq. and Charles B. Sklarsky, Esq.) and 919 Third Avenue, 37th Floor, New York, New York, 10022 (Attn: Marc B. Hankin, Esq.) so as to be received not later than 9:30 am. (prevailing Eastern time) on August 15, 2013. Only those responses and objections, if any, made in writing and timely ?led and received will be considered at the hearing. Any such response must state with specificity the reason or reasons why the relief granted in the Motion should not be granted. 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Main Document Pg 4 of 15 PLEASE TAKE FURTHER NOTICE that if no responses are ?led and served in accordance with the Case Management Order, the Court may grant the relief requested in the Motion without further notice or hearing. DATED: New York, New York August 14, 2013 John Wm. Butler. Jr. SKADDEN ARPS SLATE MEAGHER FLOM LLP Jay M. Goffman Four Times Square New York, New York 10036 Telephone: (212) 735-3000 -and- John Wm. Butler, Jr. Albert L. Hogan, John K. Lyons Felicia Gerber Perlman 155 North Wacker Drive Chicago, Illinois 60606 Telephone: (312) 407-0700 Attorneys for the Of?cial Committee of Unsecured Creditors 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Main Document Pg 5 of 15 SKADDEN, ARPS, SLATE, MEAGHER LOM LLP Four Times Square New York, New York 10036 Jay M. Goffman -and- SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP 155 North Wacker Drive Chicago, Illinois 60606 John Wm. Butler, Jr. Albert L. Hogan, John K. Lyons Felicia Gerber Perlman Attorneys for the Of?cial Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 AMR CORPORATION, e_t Case No. 11-15463 (SHL) (Jointly Administered) Debtors. CAROLYN FJORD, gt a_l. Plaintiffs, Adv. Proc. No. 13-01392 (SHL) v. AMR CORPORATION, e_t Defendants. EXPEDITED MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO EX PARTE APPLICATION FOR ORDER ADVANCING STATUS CONFERENCE. AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Main Document Pg 6 of 15 By this expedited motion (the "Motion"), the Of?cial Committee of Unsecured Creditors (the "Committee") requests entry of an order pursuant to sections 105(a), 1103(0), and 1109(b) of the Bankruptcy Code (as de?ned below) and Rule 7024 of the Federal Rules of Bankruptcy Procedure authorizing the Committee to intervene in the above-captioned adversary proceeding (the "Adversary Proceeding?). Preliminary Statement 1. As a ?duciary for general unsecured creditors, the Committee is afforded an "unconditional right to intervene" in all adversary proceedings ?led in these bankruptcy cases. Term Loan Holder Comm. v. Ozer Group, L.L.C. (In re Caldor Corp), 303 F.3d 161, 176 (2d Cir. 2002). The relief requested herein represents a straightforward application of this principle. Intervention is "an important monitoring tool at the disposal of the creditors' committee"; it ensures that important case developments do not occur without the input of the Committee that may "compromise the creditors' interests." Phar-Mor, Inc. v. Coopers Lybrand, 22 F.3d 1228, 1240 (3d Cir. 1994). That concern is particularly acute here, as the Plaintiffs in the Adversary Proceeding seek to enjoin the consummation of the Merger and to impede con?rmation of the Plan.] Jurisdiction and Venue 2. This Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. 157 and 1334. Venue is proper by virtue of 28 U.S.C. 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. 157(b). The statutory provisions underlying the relief Capitalized terms used but not de?ned herein shall have the meaning ascribed to them in the Debtors' Second Amended Joint Chapter 11 Plan (Docket No. 8591). 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Main Document Pg 7 of 15 requested are sections 105(a), 1103(c), and 1109(b) of the Bankruptcy Code and Rule 7024(a)(1) of the Federal Rules of Bankruptcy Procedure. Relief Requested 3. The Committee seeks entry of an order substantially in the form attached as Exhibit A hereto (the "Proposed Order"), allowing the Committee to intervene and participate in all aspects of the Adversary Proceeding, granting the Committee leave to ?le a response (the "Committee's Response?) to the Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 4) (the "Ex Parte Application") and the Plaintiffs' supplemental Memorandum of Points and Authorities in Support of Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 8), and deeming the Committee's Response timely ?led.2 @kground A. The Chapter 11 Filings 4. On November 29, 2011, each of the Debtors ?led a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101-1330, as amended (the "Bankruptcy Code"). The Debtors, together with their non-Debtor af?liates, form one of the largest global airlines based in the United States. The Debtors continue to operate their respective businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 2 For the convenience of the parties and the Court, and to comply with the response deadline established by this Court's August 9, 2013 scheduling order, the Committee has ?led its proposed response on the docket contemporaneous herewith. 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Main Document Pg 8 of 15 5. On December 5, 2011, the United States Trustee for the Southern District of New York appointed the Committee, which currently consists of nine members.3 B. The Adversary Proceeding 6. On August 6, 2013, the Plaintiffs commenced the Adversary Proceeding by ?ling a complaint (Adv. Proc. Docket No. 1) which, among other things, seeks to preliminarily and permanently enjoin the Merger. Complaint at 25. On August 8, 2013, the Plaintiffs ?led the Ex Parte Application, which requests accelerated discovery and a trial within 60 to 90 days. Ex Parte Application at 2-3. The Ex Parte Application also apparently seeks a continuance of the con?rmation hearing pending the outcome of Adversary Proceeding. i at 8-9. Additional background on this litigation is set forth in the Committee's Response. 7. On August 9, 2013, the Court entered a scheduling order (Adv. Proc. Docket No. 6) setting August 15, 2013 as the hearing date on the Ex Parte Application and setting August 14, 2013 as the deadline for the Defendants to respond to the Ex Parte Application. 8. On August 12, 2013, the Plaintiffs ?led the Supplemental Memorandum, in which they contend that the Adversary Proceeding was timely ?led. Basis for Relief 9. As noted above, Second Circuit precedent establishes an "unconditional" right of creditors' committees to intervene in all adversary proceedings. In re Caldor 303 F.3d at 176. The Second Circuit's ruling in Caldor is a straightforward application of the general principle that a creditors' committee may "appear and be heard on any issue under this The Committee comprises the Allied Pilots Association (the the Association of Professional Flight Attendants (the Bank of New York Mellon Boeing Capital Corporation, Hewlett Packard Enterprise Services, LLC Manufacturers and Traders Trust Company Bank?), the Pension Bene?t Guaranty Corporation the Transportation Workers Union of America (the and the Wilmington Trust Company ("Wilmington Trust"). 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Main Document Pg 9 of 15 chapter 11 U.S.C. 1109(b). The court reasoned that the term "issue" embraces both contested matters and adversary proceedings and that section 1109(b) of the Bankruptcy Code makes no distinctions between the two. at 169. Courts in this district regularly cite Cildgr for the proposition that statutory committees may intervene as of right in adversary proceedings. See, Of?cial Comm. of Asbestos Claimants of G-I Holding, Inc. v. Hevman. No. 01 CW. 8539 (RWS), 2003 WL 22790916, at *2 (S.D.N.Y. Nov. 25, 2003); In re Adelphia Commc'ns Corp, 285 BR. 848, 850 (Bankr. S.D.N.Y. 2002). Moreover, because the Committee may intervene as of right under Rule 7024(a)(1), it need not meet the burden prescribed in Rule 7024(a)(2) for permissive intervention. ?g Iridium India Telecom Ltd. V. Motorola Inc., 165 F. App'x 878, 879 (2d Cir. 2005) party in interest under 11 U.S.C. 1109(b) has an unconditional right to intervene in an adversary proceeding under 24(a)(1) and need not make a separate showing under 10. The Committee wishes to intervene in the Adversary Proceeding because the Plaintiffs seek to enjoin the Merger and impede con?rmation of the Plan. The Committee has previously articulated its strong support of the Plan and Merger and believes that the relief sought in the Adversary Proceeding, if granted, would be highly prejudicial to general unsecured creditors, as discussed in greater detail in the Committee?s Response. 11. In addition, the Committee seeks leave to ?le a response to the Ex Parte Application and the Supplemental Memorandum. As noted above, the Ex Parte Application apparently seeks a continuance of the con?rmation hearing, which, in the Committee?s judgment is wholly unjusti?ed and contrary to the interests of the Debtors' economic stakeholders. 12. Because the earliest possible hearing date for this Motion is August 15, 2013, and responses to the Ex Parte Application are due August 14, the Committee has attached its proposed response hereto. Should the Court grant the intervention Motion, the Committee 5 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Main Document Pg 12 of 15 Exhibit A 13-01392-shl Doc 19 Filed 08/14/13 Entered O8l14/13 11:58:26 Pg 13 of 15 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Chapter 11 AMR CORPORATION, e_t Case No. 11-15463 (SHL) (Jointly Administered) Debtors. CAROLYN FJORD, _e_t a_l. Plaintiffs, v. AMR CORPORATION, e_t Defendants. Main Document Adv. Proc. No. 13-01392 (SHL) ORDER GRANTING EXPEDITED. MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO EX PARTE APPLICATION FOR ORDER ADVANCIN STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Main Document Pg 14 of 15 The Of?cial Committee of Unsecured Creditors in the above-captioned cases has ?led a motion pursuant to sections 105(a), 1103(c), and 1109(b) of the Bankruptcy Code and Rule 7024(a)(l) of the Federal Rules of Bankruptcy Procedure (the "Motion") seeking the entry of an Order permitting the Committee to intervene in the above-captioned adversary proceeding (the "Adversary Proceeding"), granting the Committee leave to ?le a response (the "Committee's Response") to the Plaintiffs Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (the "Ex Parte Application") and the Memorandum of Point and Authorities in Support of Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (the "Supplemental Memorandum?), and deeming the Committee's Response timely ?led. Upon consideration of the Motion and any opposition thereto, and upon consideration of the arguments of counsel and any evidence presented or proffered in support of and in opposition to the Motion, the Court ?nds that: it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (ii) this proceeding is a core proceeding within the meaning of 28 U.S.C. 157(b); proper and adequate notice of the Motion has been given and no other notice is required under any provision of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure or the Local Rules of this Court; and (iv) the relief sought in the Motion is in the best interest of the Debtors' bankruptcy estates, their creditors and other parties in interest; therefor: IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED. 2. The Committee shall intervene in the Adversary Proceeding. 3. The caption of the Adversary Proceeding shall be amended to include the Committee as an intervenor. 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Main Document Pg 15 of 15 4. The Committee is granted leave to ?le a response to the Ex Parte Application and the Supplemental Memorandum. 5. The proposed response ?led by the Committee shall be deemed the Committee's Response and is deemed timely ?led. 6. To the extent the Committee elects to take discovery or ?le any papers in the Adversary Proceeding, the Committee shall be bound by any scheduling order subsequently issued by the Court. 7. This Court retains jurisdiction with respect to all matters arising from, based upon, or related to the implementation of this Order Dated: New York, NY August 2013 HON. SEAN H. LANE UNITED STATES BANKRUPTCY JUDGE l3?01392?shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Main Document 1 of 10 9 Re: Adv. P. Docket Nos. 4, 8 SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP Four Times Square I New York, New York 10036 Jay M. Goffman AUG 1 5 2013 TN ATTORNEY GENERAL a? PUBLIC INTEREST ow. SKADDEN, ARPS, SLATE, MEAGHER LOM LLP 155 North Wacker Drive Chicago, Illinois 60606 John Wm. Butler, Jr. Albert L. Hogan, John K. Lyons Felicia Gerber Perlman Attorneys for the Of?cial Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 AMR CORPORATION, gt 1 Case No. 11-15463 (SHL) (Jointly Administered) Debtors. CAROLYN FJORD, e_t a_l. Plaintiffs, Adv. Proc. No. 13-01392 (SHL) v. AMR CORPORATION, _e_t Defendants. OBJECTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO PLAIN TIF EX PARTE APPLICATION FOR ORDER ADVANCING STATUS CONFERENCE AND SETTING TRLAL AND DISCOVERY SCHEDULE (ADV. P. DOCKET NOS. 4, 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Main Document Pg 2 of 10 The Of?cial Committee of Unsecured Creditors (the "Committee") hereby submits this objection (the "Obj ection") to the Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. P. Docket No. 4)1 (the "Ex Parte Application") and the Plaintiffs' supplemental Memorandum of Points and Authorities in Support of Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 8) (the "Supplemental In support of the Objection, the Committee respectfully states as follows: 04mm 1. Like all private parties, the Plaintiffs are entitled to one opportunity to oppose con?rmation of the Plan??a timely con?rmation objection ?led in accordance with this Court's order establishing Plan objection procedures. Docket No. 8614 1] 28. The Plaintiffs have ?led just such an objection (Docket No. 9373). The Court should treat the Plaintiffs like all other parties who have properly asserted objections to con?rmation and dispose of the Plaintiffs' antitrust objection on the merits at the con?rmation hearing. As the Plaintiffs appear to recognize, the con?rmation of the Plan functions as "res judicata and collateral estoppel in ensuing litigation," and, if and when con?rmed, will bar any future efforts by the Plaintiffs to prosecute their antitrust claims in this or any other court. Docket No. 9373 at 12 (citing C_oh_e;1, 561 P.2d 252, 255-57 (Cal. 1977)); see also Corbett v. MacDonald Moving Servs., Inc., 124 F.3d 82, 87-92 (2d Cir. 1997) (holding that plan and con?rmation order were res judicata); References to the docket in this adversary proceeding (the "Adversary Proceeding") are given as "Adv. P. Docket No." Other references to the docket refer to the main docket in the Debtors' chapter 11 cases. The Committee may intervene as of right in all adversary proceedings in these chapter 11 cases. Loan Holder Comm. v. Ozer Group, L.L.C. (In re Caldor Corp.), 303 F.3d 161, 176 (2d Cir. 2002). Substantially contemporaneous herewith, the Committee has ?led its expedited motion to intervene in this Adversary Proceeding. 13?01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Main Document Pg 3 of 10 In re Spiegel, Inc., Case No. 03-11540 (BRL), 2005 WL 1278094, at *4 (Bankr. S.D.N.Y. May 25, 2005). The Plaintiffs' attempts to prosecute substantially the same objections to the Plan in multiple forums and in multiple procedural postures is fundamentally inconsistent with the nature of the con?rmation hearing as a collective proceeding (in this case, involving more than 400,000 parties in interest) to conclusively determine the treatment of creditors and the disposition of the debtor's assets. CM, 124 F.3d at 91 interests are particularly important in the bankruptcy context, where numerous contending claims and interests are gathered, jostle, and are determined and released?); In re Duggins, 263 BR. 233, 244 (Bankr. C.D. Ill. 2001) (con?rmed plan constituted a "valid, binding and conclusive determination" of value of collateral of secured lender who failed to object at con?rmation hearing). 2. The Ex Parte Application, ?led only one week before the con?rmation hearing, and the Supplemental Memorandum, ?led four days before the con?rmation hearing, are the latest in a series of evasive and procedurally improper tactics by the Plaintiffs to delay con?rmation of the Plan. The Plaintiffs' prior efforts to impede con?rmation have included: 0 A lawsuit against US Airways in the United States District Court for the Northern District of California seeking to enjoin the Merger. Although the Plaintiffs strategically avoided naming the Debtors as defendants in this action, the action nonetheless constitutes a "classic, and egregious, violation of [the automatic stay In re Adelphia Commc'ns, Corn, 345 BR. 69, 72 (Bankr. S.D.N.Y. 2006) (holding the Alioto Law Firm in contempt for seeking to enjoin non-debtor purchaser from completing acquisition of debtors' assets). 0 Two objections to con?rmation of the Plan (Docket Nos. 9373 and 9466). The initial objection improperly and belatedly requests relief from the automatic stay to continue the California action, notwithstanding the fact that the action had been pending for over two months when the objection was ?led. The late-?led supplemental objection asserts a variety of other objections to con?rmation (many bearing no relationship to the Plaintiffs' Clayton Act claims) an "seeks to delay the con?rmation of this Chapter 11 plan" while the Plaintiffs litigate the California action "pending potential relief from the automatic stay. Docket No. 9466 at 3. 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Main Document Pg 4 of 10 0 The complaint in this Adversary Proceeding, which, among other things, appears to seek a preliminary injunction against consummation of the Plan, but which is not accompanied by a motion for a preliminary injunction or an application for a temporary restraining order. The papers ?led by the Committee (Docket No. 9508) and the Debtors (Docket No. 9516) on August 8, 2013 in support of con?rmation of the Plan demonstrate why the California action, the Plaintiffs' con?rmation objections, and the Adversary Proceeding present no obstacle to con?rmation and do not justify a continuance of the con?rmation hearing.3 3. The Ex Parte Application and Supplemental Memorandum add nothing to the Plaintiffs' prior efforts to delay con?rmation. By ?ling a con?rmation objection, the Plaintiffs have put their antitrust claims before the Court for adjudication on the merits at the con?rmation hearing. C_f. In re Fin. News Network, Inc., 126 BR. 157, 161 (S.D.N.Y. 1991) (bankruptcy court was "legally competent to resolve antitrust issues raised by proceedings before it, and party participating extensively in bankruptcy court proceedings had no grounds to object to bankruptcy court's exercise of such authority). The con?rmation objection is the only procedural posture in which the Plaintiffs? opposition to the Plan and Merger is properly before the Court and ripe for adjudication.4 The Plaintiffs are not entitled to a continuance of the con?rmation hearing merely because the California action, which was ?led in violation of the automatic stay, and the Adversary Proceeding, which was ?led nearly six months after the Merger was The Committee incorporates by reference its response to the Plaintiffs' con?rmation objections set forth in the Committee's statement in support of con?rmation. There is a serious question whether the Plaintiffs' objection to the Merger was not already waived when they failed to raise the objection in the context of the Merger Approval Motion. But it is beyond doubt that the Plaintiffs' objection seeking to restrain the Debtors' use of their assets under a plan must have been raised in the context of the Debtors' con?rmation of the Plan, or it certainly would have been waived and could not be further litigated in another court, or in the Adversary Proceeding. But, the point is, the Plaintiffs did ?le such an objection, and thus their purported antitrust objection to the Merger is now squarely before this Court. Because this objection is wholly unsubstantiated, it should be overruled?once and for all. 3 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Main Document Pg 5 of 10 announced, have not yet concluded. Having sat on their asserted rights for months, the Plaintiffs should not be heard to complain about the timing of the con?rmation hearing. 4. The Plaintiffs' improper, last-minute request for preliminary relief does not change this analysis. Both the Committee and the Debtors explained in their respective papers in support of con?rmation that, although the Adversary Complaint requests a preliminary injunction, the Plaintiffs have failed to comply with the procedures for requesting a preliminary injunction prescribed by Rule 65 of the Federal Rules of Civil Procedure or sustained the heavy burden imposed on parties seeking such relief. The Ex Parte Application purports to "ameliorate these obj ections? by requesting that the Adversary Proceeding proceed on an expedited schedule, including a trial within 60 to 90 days. Ex Parte Application at 4. But the Ex Parte Application is not a request for a temporary restraining order or a motion for a preliminary injunction, nor is it tantamount to one. Rather, the Plaintiffs contend, without citation to authority, that "[t]he setting of an expedited trial in which the sum and substance of the Clayton Action is injunctive relief is the equivalent of a motion for preliminary injunction." I_d. This is pure sophistry. A preliminary injunction provides temporary relief pending ?nal adjudication on the merits. 11A Charles Alan Wright e_t Federal Practice Procedure 2947 (2d ed. 2013) [hereinafter, Wright Miller]. In contrast, the Ex Parte Application merely seeks to accelerate a ?nal adjudication on the merits. In short, the Ex Parte Application is merely a scheduling request and should not be construed any more broadly than that.5 5. It should be obvious why the Plaintiffs have attempted to obfuscate the nature of the relief sought rather than plainly request either a temporary restraining order or a preliminary Because the Ex Parte Application merely seeks an accelerated trial setting and is not a request for a temporary restraining order, there is no justi?cation for the Plaintiffs proceeding on an ex parte basis. No provision of the civil or bankruptcy rules authorizes the ?ling of a scheduling motion on an ex parte basis. Fed. R. Civ. P. 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Main Document Pg 6 of 10 injunction: they cannot sustain the heavy burden necessary to obtain preliminary relief. plaintiff seeking a preliminary injunction must establish that he is likely to succeed on the merits, that he is likely to suffer irreparable harm in the absence of preliminary relief, that the balance of equities tips in his favor, and that an injunction is in the public interest." Winters v. Natural Res. Def. Counsel Inc., 555 U.S. 7, 20 (2008).6 The burden of proof rests with the party seeking the injunction. Muzarek v. 520 U.S. 968, 972 (1997) (per curium) preliminary injunction is an extraordinary and drastic remedy, one that should not be granted unless the movant, by a clear showing, carries the burden of persuasion? (emphasis in original) (quoting 11A C. Wright, A. Miller, M. Kane, Federal Practice and Procedures 2948 (2d ed. Here, the Plaintiffs have not made a "clear showing? as to any of the elements of the preliminary injunction inquiry. m, 555 U.S. at 21. They have made no showing whatsoever. 6. The Supreme Court has cautioned that preliminary injunction is an extraordinary remedy never awarded as of right, "but only after the court has "'balance[d] the competing claims of injury and . . . consider[ed] the effect on each party of the granting or withhold of the requested relief.?' I_d. at 523 (quoting Amoco Production Co. v. Gambell, 480 U.S. 531, 542 (1987)). Here, the balance of equities weighs strongly in favor of prompt con?rmation of the Plan.7 First, the Plaintiffs sat on their asserted rights for months and After Winters, the Second Circuit has continued to apply the so-called "serious questions" standard to the ?rst element of the preliminary injunction inquiry. Citigroup Global Markets. Inc. v. VCGT Special Opportunities Master Fund Ltd., 598 F.3d 30, 35 (2d Cir. 2010). Under the "serious questions" standard, a movant may satisfy its burden under the first prong of the preliminary injunction standard by showing either a likelihood of success on the merits or "suf?ciently serious questions going to the merits to make them fair ground for litigation and a balance of hardships tipping decidedly toward the party requesting preliminary relief." I_d. The Second Circuit's post-Winters case law makes clear, however, that, even under the "serious questions" approach, the movant must satisfy each of the four elements of the preliminary injunction standard. Salinger v. Colting, 607 F.3d 68, 79-80 (2d Cir. 2010). In Adelphia, Judge Gerber considered the balance of equities between a debtor and private antitrust plaintiffs seeking to enjoin the purchase of the debtors' assets. In granting the debtors' request for a pennanth injunction barring the antitrust plaintiffs (represented by the Alioto Law Firm) from pursuing their antitrust claims in a (cont?d) 5 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Main Document Pg 7 of 10 commenced the Adversary Proceeding only one week before the con?rmation hearing, even though the Merger was announced in February 2013. Second, a continuance of the con?rmation hearing would elevate the Plaintiffs' parochial interests above the interests of hundreds of thousands of creditors and other economic stakeholders, who will receive no distributions until the Plan is con?rmed and substantially consummated.8 Third, the Merger has been subject to DOJ review under the Hart-Scott?Rodino Act and is currently subject to a DOJ enforcement action. Thus, the Plaintiffs cannot contend that that their last?minute Adversary Proceeding is necessary to ensure that the Merger is reviewed for compliance with antitrust law.9 7. In short, the Ex Parte Application neither seeks preliminary relief nor demonstrates that the Plaintiffs would be entitled to such relief had they properly sought it. The Court should therefore proceed with the con?rmation hearing and dispose of the Plaintiffs' con?rmation objection on the merits, as the con?rmation objection is the only procedural posture in which the Plaintiffs' antitrust claims are properly before the Court. As noted above, if the court overrules the Plaintiffs' objection to con?rmation of the Plan, that ruling will be res (cont'd from previous page) non-bankruptcy forum, Judge Gerber determined that the balance of equities was "extraordinarily one-sided" in favor of the debtors. 345 BR. at 84. Although the enforcement action ?led by the Department of Justice and the attorneys general of several states on August 13, 2013 may preclude consummation of the Plan and Merger during the third quarter of 2013, it does not require a delay of the con?rmation hearing. Antitrust clearance is not a condition precedent of the con?rmation of the Plan but rather is a condition precedent to the effectiveness of the Plan. The Committee continues to believe that an August 15 con?rmation hearing is in the best interests of the Debtors and their estates, as prompt con?rmation of the Plan gives certainty to creditors as to their rights if and when the Plan is consummated. In fact, the timetable for con?rmation and emergence negotiated between the Debtors, the Committee, and other stakeholders has always contemplated the possibility that consummation of the Plan and Merger could extend beyond the third quarter of 2013 depending on regulatory developments. Indeed, the Merger approved by this Court's May 10, 2013 order (Docket No. 8096) includes a December 13, 2013 deadline for the parties to obtain regulatory approvals from applicable governmental entities. In addition, a court may issue preliminary relief only if the movant posts a bond or otherwise secures "the costs and damages sustained by any party found to have been wrongfully enjoined or restrained." Fed. R. Civ. P. 65(0). Such security should "cover[] the potential incidental and consequential costs as well as either the losses the unjustly enjoined or restrained party will suffer during the period he is prohibited from engaging in certain activities or the complainant's unjust enrichment caused by his adversary being improperly enjoined or restrained." Wright Miller 2954 (2d ed. 2013). 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Main Document Pg 8 of 10 judicata and will preclude the Plaintiffs' continued litigation of the antitrust claims in any other forum, or in the Adversary Proceeding. CLbett, 124 F.3d at 92. Thus, if the Court con?rms the Plan, the Plaintiffs' sole remedy would be a direct appeal of the con?rmation order and, if necessary, a stay pending appeal. 10 8. The Supplemental Memorandum, which argues that the Adversary Proceeding was timely ?led, also misses the point. Regardless of the reason for the delay, the Adversary Proceeding was ?led only after the Plaintiffs put their antitrust claims before the Court in the form of a con?rmation objection. Having done so, the Plaintiffs cannot subsequently withdraw the issue from the Court?s consideration at the con?rmation hearing merely by ?ling an eleventh-hour adversary proceeding. In any event, the Supplemental Memorandum utterly fails to explain why the Plaintiffs delayed until the week prior to the con?rmation hearing to ?le the Adversary Proceeding. The premise of the Supplemental Memorandum is that the Debtors have "had a reasonable expectation that this lawsuit would be ?led" since at least June 2013, when the Government Accountability Of?ce released a report regarding the competitive implications of the Merger, and that the Plaintiffs' lawsuit therefore "should come as no surprise." Supplemental Memorandum at 7-9. But whether the Adversary Proceeding is a "surprise" is irrelevant, as the Debtors cannot respond to a lawsuit that has not been ?led. In addition, the Supplemental Memorandum wholly ignores the over one month delay occasioned by the Plaintiffs' decision to sue US Airways in California, in violation of the automatic stay. The fact that the Plaintiffs were prepared to sue to enjoin the Merger on July 2, Notably, the standard for a stay pending appeal is substantially identical to the standard for a preliminary injunction. See Natural Res. Defense Council: Inc. v. U.S. Food and Drug Admin, 884 F. Supp. 2d 108, 122 n.12 (S.D.N.Y. 2012). And, as with a preliminary injunction, a stay pending appeal generally will not issue unless the appellant posts a bond or other appropriate security. SE In re Adelphia Comm?cns Corn, 361 BR. 337, 351, 368 (S.D.N.Y. 2007) (requiring $1.3 billion bond for stay of con?rmation order). 7 13-01392?shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Main Document Pg 9 of 10 2013?albeit in an inappropriate, non-bankruptcy forum?completely belies their contention that the Adversary Proceeding was ?led without undue delay. In short, the Supplemental Memorandum contains no plausible justi?cation for Plaintiffs' delay. 9. The Plaintiffs should not be permitted to litigate their antitrust claims?which are, at bottom, simply objections to the Plan?in a separate adversary proceeding extending well beyond the con?rmation hearing. Rather, the Plaintiffs should have the same opportunity to object to the Plan at the con?rmation hearing as other private litigants?no more, no less. Nor should the Plaintiffs be permitted to evade the stringent prerequisites to preliminary relief or a stay pending appeal merely by requesting accelerated scheduling. As these are the apparent purposes of the Ex Parte Application, it should be denied. The Supplemental Memorandum also argues that any delay caused by the Adversary Proceeding is immaterial because DOJ enforcement action would also delay plan con?rmation. Supplemental Memorandum at 10. The Plaintiffs are mistaken. As noted above, resolution of DOJ enforcement action is a condition precedent to the Effective Date of the Plan and a condition precedent to the consummation of the Merger, but is not a condition precedent to con?rmation. Accordingly, the Debtors and the Committee intend to seek con?rmation of the Plan on August 15, 2013, as originally planned. 8 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Main Document Dated: New York, New York August 14, 2013 Pg 10 of 10 SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP By: John Wm. Butler. Jr. Jay M. Goffman Four Times Square New York, New York 10036 (212) 73 5-3000 -and_ 155 North Wacker Drive Chicago, Illinois 60606 (312) 407-0700 John Wm. Butler, Jr. Albert L. Hogan, John K. Lyons Felicia Gerber Perlman Attorneys for the Of?cial Committee of Unsecured Creditors MARC A. VEASEY 414 CANNON HOUSE OFFICE BUILDING D. I A WASHINGTON. DC 20515 5 RC Ex 5 (202) 225-9897 Congress at the ?aniteb ?tates 3901152 at ?epresentatihea Washington, Em: 20515?4333 October 15, 2013 The Honorable Barack Obama President of the United States 1600 Ave. NW Washington, DC. 20500 Dear President Obama: As Members of Congress representing thousands of American Airlines and US Airways employees, we are writing to express our respectful disagreement with the US. Department of Justice?s (DOJ) lawsuit against the proposed merger of American Airlines and US Airways. We believe legal challenge puts at risk the future economic security of our constituents, tens? of-thousands of unionized workers at both airlines, and the economic well?being of communities that we represent. The proposed merger will not only increase competition, but will also increase opportunities for airline workers and the communities serviced by both American Airlines and US Airways. The combination will make both airlines a much stronger competitor against other airlines like United, Delta, and Southwest that have bene?tted from recent mergers as well as a growing number of air carriers like Virgin America, JetBlue, and Spirit. The new American will provide millions of consumers with new choices onboard a premier global airline with a much broader network that will be a viable alternative to other large, global carriers both domestic and foreign. In doing so, the new American will provide ?nancial stability for its workers, vendors, suppliers and communities who all rely on a healthy airline. We are concerned that the ?3 lawsuit creates an atmosphere of uncertainty for our respective congressional districts and constituents. While we share your concern regarding any potential impact on consumers as consolidation in any industry is contemplated, we believe that concerns as outlined in the complaint ?led last month are not an adequate representation of all of the facts. We urge your administration to reconsider its efforts to prevent the American and US Airways merger from going forward. It is our hope that all parties involved can reach an amicable resolution that will not jeopardize the signi?cant economic bene?ts this merger provides for the employees and communities of both carriers and the constituents we represent. Thank you very much for your consideration. Sincerely, a N- VK Marc VeasM-B Ed Pastor, AZ-07 Member of Congress Member of Congress PRINTED ON RECYCLED PAPER II I i -. CC: United States Attorney General Holder United States Department of Transportation Secretary Anthony Foxx Texas State Attorney General Gregg Abbott Arizona State Attorney General Torn Horne Michigan State Attorney General Bill Schuette Tennessee State Attorney General Robert E. Cooper, Jr. Virginia State Attorney General Ken Cuccinelli State Attorney General Kathleen Kane Florida State Attorney General Pam Bondi District of Columbia Attorney General Irvin B. Nathan 999w- 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. List of Signatures (68): Representative Marc Veasey Representative Ed Pastor Representative Alcee Hastings Representative Gregory W. Meeks Representative Robert Brady Representative Eddie Bernice- Johnson Representative Mike Quigley Representative Ruben Hinojosa Representative Joe Garcia Representative Ann Kirkpatrick Representative Joyce Beatty Representative Frederica Wilson Representative Chaka Fattah Representative Sinema Representative Tim Ryan Representative Yvette Clarke Representative Janice Hahn Representative Danny K. Davis Representative Jared Polis Representative Henry C. Johnson, Jr. Representative Karen Bass Representative David Scott Representative Jan Schakowsky Representative Ron Barber Representative Tammy Duckworth Representative Dina Titus Representative Luis Gutierrez Representative Gloria Negrete McLeod Representative Steven Horsford Representative Matt Cartwright Representative Robert E. Andrews Representative Charlie Rangel Representative Loretta Sanchez Representative Gene Green Representative Brad Schneider Representative Nick Rahall Representative Dan Maffei Representative John Delaney Representative Mike McIntyre Representative Patrick Murphy Representative Pete Gallego Representative Raul Grijalva Representative Tony Cardenas Representative Ted Deutch Representative ilemon Vela 46. 47. 48 60. 61. 62. 63. 64. 65. 66. 67. 68. Representative Richard Neal Representative Dan Lipinski . Representative Frank Pallone 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. Representative Bill Owens Representative Donald M. Payne, Jr. Representative Julia Brownley Representative Cheri Bustos Representative John Barrow Representative Alan Lowenthal Representative Carol Shea-Porter Representative Joe Crowley Representative George Miller Representative John Lewis Representative Sean Patrick Maloney Representative Carolyn Maloney Representative Robin Kelly Representative Sheila Jackson Lee Representative Grace Meng Representative Lois Frankel Representative Paul Tonko Representative Elijah Cummings Representative Maxine Waters Representative Donna Christensen Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 1 of 57 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA 450 Fifth Street Northwest, Suite 8000 Washington, DC 20530 STATE OF ARIZONA 1275 West Washington Phoenix, AZ 85007 DISTRICT OF COLUMBIA 441 Fourth Street Northwest, Suite 600 South Washington, DC 20001 STATE OF FLORIDA PL-01, The Capitol Tallahassee, FL 32399 STATE OF MICHIGAN 525 W. Ottawa Street Lansing, MI 48933 COMMONWEALTH OF PENNSYLVANIA 14th Floor, Strawberry Square Harrisburg, PA 17120 STATE OF TENNESSEE 500 Charlotte Avenue Nashville, TN 37202 STATE OF TEXAS 300 W.15th Street, 7th Floor Austin, TX 78701 and Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 2 of 57 COMMONWEALTH OF VIRGINIA 900 East Main Street Richmond, VA 23219 Plaintiffs, v. US AIRWAYS GROUP, INC. 111 W. Rio Salado Parkway Tempe, AZ 85281 and AMR CORPORATION 4333 Amon Carter Boulevard Fort Worth, TX 76155 Defendants. AMENDED COMPLAINT The United States of America, acting under the direction of the Attorney General of the United States, and the States of Arizona, Florida, Michigan, Tennessee, Texas, the Commonwealths of Pennsylvania and Virginia, and the District of Columbia (“Plaintiff States”), acting by and through their respective Attorneys General, bring this civil action under federal antitrust law to enjoin the planned merger of two of the nation’s five major airlines, US Airways Group, Inc. (“US Airways”) and AMR Corporation (“American”), and to obtain equitable and other relief as appropriate. 2 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 3 of 57 I. INTRODUCTION 1. Millions of passengers depend on the airline industry to travel quickly, efficiently, and safely between various cities in the United States and throughout the world. Since 1978, the nation has relied on competition among airlines to promote affordability, innovation, and service and quality improvements. In recent years, however, the major airlines have, in tandem, raised fares, imposed new and higher fees, and reduced service. Competition has diminished and consumers have paid a heavy price. This merger—by creating the world’s largest airline— would, in the words of US Airways’ management, “finish[ ] industry evolution.” It would reduce the number of major domestic airlines from five to four, and the number of “legacy” airlines—today, Delta, United, American, and US Airways—from four to three. In so doing, it threatens substantial harm to consumers. Because of the size of the airline industry, if this merger were approved, even a small increase in the price of airline tickets, checked bags, or flight change fees would cause hundreds of millions of dollars of harm to American consumers annually. 2. American and US Airways compete directly on thousands of heavily traveled nonstop and connecting routes. Millions of passengers benefit each year from head-to-head competition that this merger would eliminate. With less competition, airlines can cut service and raise prices with less fear of competitive responses from rivals. 3. This merger will leave three very similar legacy airlines—Delta, United, and the new American—that past experience shows increasingly prefer tacit coordination over full-throated competition. By further reducing the number of legacy airlines and aligning the economic incentives of those that remain, the merger of US Airways and American would make it easier for the remaining airlines to cooperate, rather than compete, on price and service. That enhanced 3 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 4 of 57 cooperation is unlikely to be significantly disrupted by Southwest and JetBlue, which, while offering important competition on the routes they fly, have less extensive domestic and international route networks than the legacy airlines. 4. US Airways’ own executives—who would run the new American—have long been “proponents of consolidation.” US Airways believes that the industry—before 2005—had “too many” competitors, causing an “irrational business model.” Since 2005, there has been a wave of consolidation in the industry. US Airways has cheered these successive mergers, with its CEO stating in 2011 that “fewer airlines” is a “good thing.” US Airways’ President explained this thinking that same year: “Three successful fare increases – [we are] able to pass along to customers because of consolidation.” (emphasis added). Similarly, he boasted at a 2012 industry conference: “Consolidation has also . . . allowed the industry to do things like ancillary revenues [e.g., checked bag and ticket change fees] . . . . That is a structural permanent change to the industry and one that’s impossible to overstate the benefit from it.” In essence, industry consolidation has left fewer, more-similar airlines, making it easier for the remaining airlines to raise prices, impose new or higher baggage and other ancillary fees, and reduce capacity and service. This merger positions US Airways’ management to continue the trend—at the expense of consumers. 5. US Airways intends to do just that. If this merger were approved, US Airways would no longer need to offer low-fare options for certain travelers. For example, US Airways employs “Advantage Fares,” an aggressive discounting strategy aimed at undercutting the other legacy airlines’ nonstop fares with cheaper connecting service. US Airways’ hubs are in cities that generate less lucrative nonstop traffic than the other legacy airlines’ hubs. To compensate, US 4 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 5 of 57 Airways uses its Advantage Fares to attract additional passengers on flights connecting through its hubs. 6. The other legacy airlines take a different approach. If, for example, United offers nonstop service on a route, and Delta and American offer connecting service on that same route, Delta and American typically charge the same price for their connecting service as United charges for its nonstop service. As American executives observed, the legacy airlines “generally respect the pricing of the non-stop carrier [on a given route],” even though it means offering connecting service at the same price as nonstop service. But American, Delta, and United frequently do charge lower prices for their connecting service on routes where US Airways offers nonstop service. They do so to respond to US Airways’ use of Advantage Fares on other routes. 7. If the merger were approved, US Airways’ economic rationale for offering Advantage Fares would likely go away. The merged airline’s cost of sticking with US Airways’ one-stop, low-price strategy would increase. Delta and United would likely undercut the merged firm on a larger number of nonstop routes. At the same time, the revenues generated from Advantage Fares would shrink as American’s current nonstop routes would cease to be targets for Advantage Fares. The bottom line is that the merged airline would likely abandon Advantage Fares, eliminating significant competition and causing consumers to pay hundreds of millions of dollars more. 8. Consumers will likely also be harmed by the planned merger because American had a standalone plan to emerge from bankruptcy poised to grow. American planned to expand domestically and internationally, adding service on nearly 115 new routes. To support its plan, American recently made the largest aircraft order in industry history. 5 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 6 of 57 9. American’s standalone plan would have bucked current industry trends toward capacity reductions and less competition. US Airways called American’s growth plan “industry destabilizing” and worried that American’s plan would cause other carriers to react “with their own enhanced growth plans . . . .” The result would be to increase competitive pressures throughout the industry. After the merger, US Airways’ current executives—who would manage the merged firm—would be able to abandon American’s efforts to expand and instead continue the industry’s march toward higher prices and less service. As its CEO candidly stated earlier this year, US Airways views this merger as “the last major piece needed to fully rationalize the industry.” 10. Passengers to and from the Washington, D.C. area are likely to be particularly hurt. To serve Ronald Reagan Washington National Airport (“Reagan National”), a carrier must have “slots,” which are government-issued rights to take off and land. US Airways currently holds 55% of the slots at Reagan National and the merger would increase the percentage of slots held by the combined firm to 69%. The combined airline would have a monopoly on 63% of the nonstop routes served out of the airport. Competition at Reagan National cannot flourish where one airline increasingly controls an essential ingredient to competition. Without slots, other airlines cannot enter or expand the number of flights that they offer on other routes. As a result, Washington, D.C. area passengers would likely see higher prices and fewer choices if the merger were approved. 11. Notwithstanding their prior unequivocal statements about the effects of consolidation, the defendants will likely claim that the elimination of American as a standalone competitor will benefit consumers. They will argue that Advantage Fares will continue, existing capacity levels and growth plans will be maintained, and unspecified or unverified “synergies” will materialize, 6 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 7 of 57 creating the possibility of lower fares. The American public has seen this before. Commenting on a commitment to maintain service levels made by two other airlines seeking approval for a merger in 2010, the CEO of US Airways said: “I’m hopeful they’re just saying what they need . . . to get this [transaction] approved.” By making claims about benefits that are at odds with their prior statements on the likely effects of this merger, that is precisely what the merging parties’ executives are doing here—saying what they believe needs to be said to pass antitrust scrutiny. 12. There is no reason to accept the likely anticompetitive consequences of this merger. Both airlines are confident they can and will compete effectively as standalone companies. A revitalized American is fully capable of emerging from bankruptcy proceedings on its own with a competitive cost structure, profitable existing business, and plans for growth. US Airways today is competing vigorously and earning record profits. Executives of both airlines have repeatedly stated that they do not need this merger to succeed. 13. The merger between US Airways and American would likely substantially lessen competition, and tend to create a monopoly, in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. Therefore, this merger should be permanently enjoined. II. JURISDICTION, INTERSTATE COMMERCE, AND VENUE 14. The United States brings this action, and this Court has subject-matter jurisdiction over this action, under Section 15 of the Clayton Act, as amended, 15 U.S.C. § 25, to prevent and restrain US Airways and American Airlines from violating Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18. 15. The Plaintiff States bring this action under Section 16 of the Clayton Act, 15 U.S.C. § 26, to prevent and restrain US Airways and American Airlines from violating Section 7 of the 7 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 8 of 57 Clayton Act, as amended, 15 U.S.C. § 18. The Plaintiff States, by and through their respective Attorneys General, bring this action as parens patriae on behalf of the citizens, general welfare, and economy of each of their states. 16. The defendants are engaged in, and their activities substantially affect, interstate commerce, and commerce in each of the Plaintiff States. US Airways and American Airlines each annually transport millions of passengers across state lines throughout this country, generating billions of dollars in revenue while doing so. 17. Venue is proper under Section 12 of the Clayton Act, 15 U.S.C. § 22. This Court also has personal jurisdiction over each defendant. Both defendants are found and transact business in this judicial district. III. THE DEFENDANTS AND THE TRANSACTION 18. Defendant US Airways Group, Inc., is a Delaware corporation headquartered in Tempe, Arizona. Last year, it flew over fifty million passengers to approximately 200 locations worldwide, taking in more than $13 billion in revenue. US Airways operates hubs in Phoenix, Charlotte, Philadelphia, and Washington, D.C. 19. US Airways is performing exceptionally well. In 2012, it enjoyed record profits. It is operating at high load factors—the percentage of seats sold on its flights—and has a national and international route network, alliances with international airlines, a strong brand name, modern equipment, and a competitive cost structure. In mid-2012, US Airways’ CEO, touting the airline’s “record second quarter results,” told Dow Jones that the company “has a great business model that works and we certainly don’t need to merge with another airline.” 20. Defendant AMR Corporation is a Delaware corporation headquartered in Fort Worth, Texas. AMR Corporation is the parent company of American Airlines. Last year, American 8 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 9 of 57 flew over eighty million passengers to approximately 250 locations worldwide, taking in more than $24 billion in revenue. American operates hubs in New York, Los Angeles, Chicago, Dallas, and Miami. The American Airlines brand is “one of the most recognized . . . in the world.” 21. In November 2011, American filed for bankruptcy reorganization and is currently under the supervision of the Bankruptcy Court for the Southern District of New York. American adopted and implemented a standalone business plan designed “to restore American to industry leadership, profitability and growth.” While in bankruptcy, American management “pursued and successfully implemented” key provisions of this plan, including revenue and network enhancements, as well as “restructuring efforts [that] have encompassed labor cost savings, managerial efficiencies, fleet reconfiguration, and other economies . . . .” That work has paid off. American reported that its revenue growth has “outpaced” the industry since entering bankruptcy and in its most recent quarterly results reported a company record-high $5.6 billion in revenues, with $357 million in profits. Under experienced and sophisticated senior management, American’s restructuring process has positioned it to produce “industry leading profitability.” As recently as January 8, 2013, American’s management presented plans to emerge from bankruptcy that would increase the destinations American serves in the United States and the frequency of its flights, and position American to compete independently as a profitable airline with aggressive plans for growth. 22. US Airways sees American the same way. Its CEO observed in December 2011 that “A[merican] is not going away, they will be stronger post-bankruptcy because they will have less debt and reduced labor costs.” A US Airways’ executive vice president similarly wrote in July 2012 that “[t]here is NO question about AMR’s ability to survive on a standalone basis.” 9 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 10 of 57 23. US Airways and American agreed to merge on February 13, 2013. US Airways shareholders would own 28 percent of the combined airline, while American shareholders, creditors, labor unions, and employees would own 72 percent. The merged airline would operate under the American brand name, but the new American would be run by US Airways management. IV. THE RELEVANT MARKETS A. Scheduled Air Passenger Service Between Cities 24. Domestic scheduled air passenger service enables consumers to travel quickly and efficiently between various cities in the United States. Air travel offers passengers significant time savings and convenience over other forms of travel. For example, a flight from Washington, D.C. to Detroit takes just over an hour of flight time. Driving between the two cities takes at least eight hours. A train between the two cities takes more than fifteen hours. 25. Due to time savings and convenience afforded by scheduled air passenger service, few passengers would substitute other modes of transportation (car, bus, or train) for scheduled air passenger service in response to a small but significant industry-wide fare increase. Another way to say this, as described in the Fed. Trade Comm’n & U.S. Dep’t of Justice Horizontal Merger Guidelines (2010), and endorsed by courts in this Circuit, is that a hypothetical monopolist of all domestic scheduled air passenger service likely would increase its prices by at least a small but significant and non-transitory amount. Scheduled air passenger service, therefore, constitutes a line of commerce and a relevant product market within the meaning of Section 7 of the Clayton Act. 26. A “city pair” is comprised of a flight’s departure and arrival cities. For example, a flight departing from Washington and arriving in Chicago makes up the Washington-Chicago city pair. 10 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 11 of 57 Passengers seek to depart from airports close to where they live and work, and arrive at airports close to their intended destinations. Most airline travel is related to business, family events, and vacations. Thus, most passengers book flights with their origins and destinations predetermined. Few passengers who wish to fly from one city to another would likely switch to flights between other cities in response to a small but significant and non-transitory fare increase. 27. Airlines customarily set fares on a city pair basis. For each city pair, the degree and nature of the competition from other airlines generally plays a large role in an airline’s pricing decision. 28. Therefore, a hypothetical monopolist of scheduled air passenger service between specific cities likely would increase its prices by at least a small but significant and non-transitory amount. Accordingly, each city pair is a relevant geographic market and section of the country under Section 7 of the Clayton Act. 29. Consumer preferences also play a role in airline pricing and are relevant for the purpose of analyzing the likely effects of the proposed merger. Some passengers prefer nonstop service because it saves travel time; some passengers prefer buying tickets at the last minute; others prefer service at a particular airport within a metropolitan area. For example, most business customers traveling to and from downtown Washington prefer service at Reagan National over other airports in the Washington, D.C. metropolitan area. Through a variety of fare restrictions and rules, airlines can profitably raise prices for some of these passengers without raising prices for others. Thus, the competitive effects of the proposed merger may vary among passengers depending on their preferences for particular types of service or particular airports. 11 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 12 of 57 B. Takeoff and Landing Slots at Reagan National Airport 30. Reagan National is one of only four airports in the country requiring slots for takeoffs and landings. Slots are expensive (often valued at over $2 million per slot), difficult to obtain, and only rarely change hands between airlines. There are no alternatives to slots for airlines seeking to enter or expand their service at Reagan National. 31. Reagan National is across the Potomac River from Washington, D.C., and, due to its proximity to the city and direct service via the Metro, airlines actively seek to serve passengers flying into and out of Reagan National. Airlines do not view service at other airports as adequate substitutes for service offered at Reagan National for certain passengers, and thus they are unlikely to switch away from buying or leasing slots at Reagan National in response to a small but significant increase in the price of slots. Airlines pay significant sums for slots at Reagan National, despite having the option of serving passengers through the region’s other airports. A hypothetical monopolist of slots at Reagan National likely would increase its prices by at least a small but significant and non-transitory amount. Thus, slots at Reagan National Airport constitute a line of commerce, section of the country, and relevant market within the meaning of Section 7 of the Clayton Act. V. THE MERGER IS LIKELY TO RESULT IN ANTICOMPETITIVE EFFECTS A. Industry Background 32. Today, four network or “legacy” airlines remain in the United States: American, US Airways, United, and Delta. These four have extensive national and international networks, connections to hundreds of destinations, established brand names, and strong frequent flyer reward programs. In addition, there are non-network airlines, including Southwest Airlines and a handful of smaller firms, which typically do not offer “hub-and-spoke” service. 12 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 13 of 57 33. Airlines compete in many ways. One is the price of a ticket. Airlines also compete based on: nonstop versus connecting flights; number of destinations served; convenient flight schedules; passenger comfort and seating policies; choices for classes of service; carry-on baggage policies; the degree of personal service at ticket counters and boarding areas; onboard meal and drink service; in-flight entertainment; and the quality and generosity of frequent flyer programs. 34. Since 2005, the U.S. airline industry has undergone significant consolidation. The consolidation “wave” started with the 2005 merger between US Airways and America West, creating today’s US Airways. In 2008, Delta and Northwest Airlines merged; in 2010, United and Continental merged; and in 2011, Southwest Airlines and AirTran merged. The chart below, in which one of US Airways’ executive vice presidents referred to industry consolidation as the “New Holy Grail,” demonstrates that since 2005 the number of major airlines has dropped from nine to five. New Order: New Holy Grail - Industry Consolidation The major airlines have consolidated to 5 from 9 since 2005 2005 2008 53 13 2010 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 14 of 57 35. Increasing consolidation among large airlines has hurt passengers. The major airlines have copied each other in raising fares, imposing new fees on travelers, reducing or eliminating service on a number of city pairs, and downgrading amenities. An August 2012 presentation from US Airways observes that consolidation has resulted in “Fewer and Larger Competitors.” The structural change to “fewer and larger competitors” has allowed “[t]he industry” to “reap the benefits.” Those benefits to the industry are touted by US Airways in the same presentation as including “capacity reductions” and new “ancillary revenues” like bag fees. B. Many Relevant Markets Are Highly Concentrated and the Planned Merger Would Significantly Increase that Concentration 36. In 2005, there were nine major airlines. If this merger were approved, there would be only four. The three remaining legacy airlines and Southwest would account for over 80% of the domestic scheduled passenger service market, with the new American becoming the biggest airline in the world. 37. Market concentration is one useful indicator of the level of competitive vigor in a market, and the likely competitive effects of a merger. The more concentrated a market, and the more a transaction would increase concentration in a market, the more likely it is that a transaction would result in a meaningful reduction in competition. Concentration in relevant markets is typically measured by the Herfindahl-Hirschman Index (“HHI”). Markets in which the HHI exceeds 2,500 points are considered highly concentrated. Post-merger increases in HHI of more than 200 points are considered to be significant increases in concentration. 38. In more than 1,000 of the city pair markets in which American and US Airways currently compete head-to-head, the post-merger HHI would exceed 2,500 points and the merger would increase the HHI by more than 200 points. For example, on the Charlotte-Dallas city pair, the post-merger HHI will increase by 4,653 to 9,324 (out of 10,000). In these markets, US Airways 14 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 15 of 57 and American annually serve more than 14 million passengers and collect more than $6 billion in fares. The substantial increases in concentration in these highly concentrated markets demonstrate that in these relevant markets, the merger is presumed, as a matter of law, to be anticompetitive. The relevant markets described in this paragraph are listed in Appendix A. 39. Other city pairs across the country would likely be affected by the loss of competition stemming from this planned merger. In some of these markets, US Airways and American compete head-to-head, often offering consumers discounted fares. If approved, this merger will likely end much of that discounting, significantly harming consumers in the process. Moreover, the loss of competition in these markets would increase the likelihood that the remaining airlines can coordinate to raise price, reduce output, and diminish the quality of their services. In these relevant markets, the merger is likely also to substantially lessen competition. 40. In the market for slots at Reagan National, the merger would result in a highly concentrated market, with a post-merger HHI of 4,959. The merger would also significantly increase concentration by 1,493 points. As a result, the merger should be presumed, as a matter of law, to be anticompetitive. C. This Merger Would Increase the Likelihood of Coordinated Behavior Among the Remaining Network Airlines Causing Higher Fares, Higher Fees, and More Limited Service 41. The structure of the airline industry is already conducive to coordinated behavior: Few large players dominate the industry; each transaction is small; and most pricing is readily transparent. 42. For example, the legacy airlines closely watch the pricing moves of their competitors. When one airline “leads” a price increase, other airlines frequently respond by following with price increases of their own. The initiating carrier will lead the price increase and then see if the 15 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 16 of 57 other carriers will match the increase. If they do not, the initiating carrier will generally withdraw the increase shortly thereafter. 43. The legacy airlines also use what they call “cross-market initiatives,” or “CMIs,” to deter aggressive discounting and prevent fare wars. A CMI occurs where two or more airlines compete against each other on multiple routes. If an airline offers discounted fares in one market, an affected competitor often responds with discounts in another market—a CMI—where the discounting airline prefers a higher fare. CMIs often cause an airline to withdraw fare discounts. For example, in the fall of 2009, US Airways lowered fares and relaxed restrictions on flights out of Detroit (a Delta stronghold) to Philadelphia. Delta responded by offering lower fares and relaxed restrictions from Boston to Washington (a US Airways stronghold). US Airways’ team lead for pricing observed Delta’s move and concluded “[w]e have more to lose in BOSWAS . . . I think we need to bail on the [Detroit-Philadelphia] changes.” 44. There is also past express coordinated behavior in the industry. For example, all airlines have complete, accurate, and real-time access to every detail of every airline’s published fare structure on every route through the airline-owned Airline Tariff Publishing Company (“ATPCO”). US Airways’ management has called ATPCO “a dedicated price-telegraph network for the industry.” The airlines use ATPCO to monitor and analyze each other’s fares and fare changes and implement strategies designed to coordinate pricing. Airlines have previously used ATPCO to engage in coordinated behavior. In 1992, the United States filed a lawsuit to stop several airlines, including both defendants, from using their ATPCO filings as a signaling device to facilitate agreements on fares. That lawsuit resulted in a consent decree, now expired. 45. US Airways also has communicated directly with a competitor when it was upset by that competitor’s efforts to compete more aggressively. In 2010, one of US Airways’ larger rivals 16 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 17 of 57 extended a “triple miles” promotion that set off a market share battle among legacy carriers. The rival airline was also expanding into new markets and was rumored to be returning planes to its fleet that had been mothballed during the recession. US Airways’ CEO complained about these aggressive maneuvers, stating to his senior executives that such actions were “hurting [the rival airline’s] profitability – and unfortunately everyone else’s.” US Airways’ senior management debated over email about how best to get the rival airline’s attention and bring it back in line with the rest of the industry. In that email thread, US Airways’ CEO urged the other executives to “portray[ ] these guys as idiots to Wall Street and anyone else who’ll listen.” Ultimately, to make sure the message was received, US Airways’ CEO forwarded the email chain—and its candid discussion about how aggressive competition would be bad for the industry—directly to the CEO of the rival airline. (The rival’s CEO immediately responded that it was an inappropriate communication that he was referring to his general counsel.) 46. Coordination becomes easier as the number of major airlines dwindles and their business models converge. If not stopped, the merger would likely substantially enhance the ability of the industry to coordinate on fares, ancillary fees, and service reductions by creating, in the words of US Airways executives, a “Level Big 3”of network carriers, each with similar sizes, costs, and structures. 47. Southwest, the only major, non-network airline, and other smaller carriers have networks and business models that differ significantly from the legacy airlines. Traditionally, Southwest and other smaller carriers have been less likely to participate in coordinated pricing or service reductions. For example, Southwest does not charge customers for a first checked bag or ticket change fees. Yet that has not deterred the legacy carriers from continuing, and even increasing, those fees. In November 2011, a senior US Airways executive explained to her boss the reason: 17 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 18 of 57 “Our employees know full well that the real competition for us is [American], [Delta], and [United]. Yes we compete with Southwest and JetBlue, but the product is different and the customer base is also different.” 1. The Merger Would Likely Result in the Elimination of US Airways’ Advantage Fares 48. On routes where one legacy airline offers nonstop service, the other legacies “generally respect the pricing of the non-stop carrier,” as American has put it. Thus, if American offers nonstop service from Washington to Dallas at $800 round-trip, United and Delta will, “[d]espite having a service disadvantage,” price their connecting fares at the level of American’s nonstop fares. The legacy carriers do this because if one airline, say Delta, were to undercut fares in markets where American offers nonstop service, American would likely do the same in Delta’s nonstop markets. To Delta, the cost of being undercut in its nonstop markets exceeds the benefit it would receive from winning additional passengers in American nonstop markets. 49. US Airways, alone among the legacy carriers, has a different cost-benefit analysis for pricing connecting routes. Although it too is a national network carrier, US Airways has hubs in cities that generate less revenue from passengers flying nonstop than the other legacy airlines’ hubs. Because US Airways’ hubs generate less revenue from passengers flying nonstop, US Airways must gain more revenue from connecting passengers. It gets that revenue by offering connecting service that is up to 40% cheaper than other airlines’ nonstop service. US Airways calls this program “Advantage Fares.” 50. Millions of consumers have benefitted. Advantage Fares offer consumers, especially those who purchase tickets at the last minute, meaningfully lower fares. The screenshot below from ITA Software, Airfare Matrix (“ITA”), taken on August 12, 2013, for travel departing on 18 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 19 of 57 August 13 and returning August 14 from Miami to Cincinnati, shows the benefits of US Airways’ Advantage Fare program to passengers 1: American is the only airline on this route to offer nonstop service, charging $740. Delta and United do not meaningfully compete. Both charge more for their connecting service than American charges for nonstop service. Thus, on this particular route, a passenger who chose Delta or United would pay more for an inferior product. In contrast, US Airways’ fares today are significantly lower than American’s fares, and offer consumers a real choice. Those consumers who are more price conscious receive the benefit of a substantially lower-fare option. In this case, a customer who purchased a US Airways one-stop ticket would save $269 compared to American’s nonstop service. 51. The benefits from Advantage Fares extend to hundreds of other routes, including those where more than one carrier offers nonstop service. The screenshot below from ITA, taken on August 12, 2013, for travel departing on August 13 and returning August 14 from New York to Houston, demonstrates just how dramatic the savings can be: 1 “Multiple Airlines” refers to an itinerary where a passenger uses different airlines for their departing and returning flights. 19 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 20 of 57 US Airways’ connecting fare is $870 cheaper than the other legacy carriers’ nonstop flights, and beats JetBlue and AirTran’s fares by more than $300. Although Southwest does not participate in the standard online travel sites, a cross-check against the Southwest website demonstrates that US Airways also beats Southwest’s $887 nonstop fare by more than $300. 52. Other airlines have chosen to respond to Advantage Fares with their own low connecting fares in markets where US Airways has nonstop service. That is, the other legacy airlines undercut US Airways’ nonstop fares the same way that US Airways undercuts their nonstop fares. The screenshot below from ITA, taken on August 12, 2013, for travel on August 13 and returning August 14 from Charlotte to Syracuse, shows how the other legacy carriers respond to Advantage Fares to the benefit of consumers: Here, US Airways is the only airline to offer nonstop service, charging $685. Delta and United undercut that price by charging $375 and $395, respectively, for connecting service. Once again, 20 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 21 of 57 consumers benefit by having the option of far less expensive connecting service. A customer who buys a Delta one-stop flight saves $310 over US Airways’ nonstop service. 53. There are over 100 routes where other carriers offer nonstop service on which US Airways does not offer Advantage Fares. Consumers in these markets are not given the option of a low-cost connecting alternative and are forced to pay significantly more for service. For example, US Airways does not currently offer Advantage Fares on flights from Cincinnati to Pittsburgh. Without the option of a low connecting fare, consumers see significantly higher prices, as illustrated by a screenshot from ITA, taken on August 12, 2013, for travel on August 13 and returning August 14: . 54. Advantage Fares have proven highly disruptive to the industry’s overall coordinated pricing dynamic. An American executive expressed her frustration in September 2011 with US Airways’ Advantage Fares, noting that US Airways was “still way undercutting us [on flights from Boston and New York to Dallas] and getting significant share.” One response American considered was to lower its fares on the same route. Another option was “to take up this battle w/them again,” in an attempt to force US Airways to limit or abandon its strategy. 55. US Airways’ President acknowledged in September 2010 that its Advantage Fare strategy “would be different if we had a different route network . . . .” Currently, US Airways’ 21 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 22 of 57 network structure precludes Delta and United from preventing US Airways’ aggressive “onestop pricing.” Because US Airways’ hubs have relatively less nonstop traffic, the other legacy airlines cannot respond sufficiently to make Advantage Fares unprofitable. But by increasing the size and scope of US Airways’ network, the merger makes it likely that US Airways will have to discontinue its Advantage Fares. 56. American’s executives agree. American believes that Advantage Fares will be eliminated because of the merger. Internal analysis at American in October 2012 concluded that “[t]he [Advantage Fares] program would have to be eliminated in a merger with American, as American’s large non-stop markets would now be susceptible to reactionary pricing from Delta and United.” Another American executive observed that same month: “The industry will force alignment to a single approach—one that aligns with the large legacy carriers as it is revenue maximizing.” 57. US Airways believes that it currently gains “most of its advantage fare value from AA,” meaning that Advantage Fares provide substantial value for US Airways on routes where American is the legacy airline offering nonstop service. Post-merger, continuing Advantage Fares would mean that US Airways was taking that value away from itself by undercutting its own nonstop prices. Plainly, this would make no sense. Thus, for US Airways post-merger, the benefits of Advantage Fares would go down, and its costs would go up. 58. By ending Advantage Fares, the merger would eliminate lower fares for millions of consumers. Last year, more than 2.5 million round-trip passengers—including more than 250,000 passengers from the greater Washington, D.C. area; another 250,000 passengers in the Dallas-Fort Worth area; half a million passengers in the greater New York City area; and 175,000 passengers from Detroit—bought an Advantage Fare ticket. Hundreds of thousands of 22 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 23 of 57 other passengers flying nonstop on US Airways, particularly from their hubs in Phoenix, Charlotte, and Philadelphia, benefited from responsive fares offered by the legacy airlines. 2. The Merger Would Likely Lead to Increased Industry-Wide “Capacity Discipline,” Resulting in Higher Fares and Less Service 59. Legacy airlines have taken advantage of increasing consolidation to exercise “capacity discipline.” “Capacity discipline” has meant restraining growth or reducing established service. The planned merger would be a further step in that industry-wide effort. In theory, reducing unused capacity can be an efficient decision that allows a firm to reduce its costs, ultimately leading to lower consumer prices. In the airline industry, however, recent experience has shown that capacity discipline has resulted in fewer flights and higher fares. 60. Each significant legacy airline merger in recent years has been followed by substantial reductions in service and capacity. These capacity reductions have not consisted simply of cancellation of empty planes or empty seats; rather, when airlines have cut capacity after a merger, the number of passengers they carry on the affected routes has also decreased. 61. US Airways has recognized that it benefitted from this industry consolidation and the resulting capacity discipline. US Airways has long taken the position that the capacity cuts achieved through capacity discipline “enabled” fare increases and that “pricing power” results from “reduced industry capacity.” US Airways’ CEO explained to investors in 2006 that there is an “inextricable link” between removing seats and raising fares. 62. In 2005, America West—managed then by many of the same executives who currently manage US Airways—merged with US Airways. America West had hubs in Phoenix and Las Vegas while the former US Airways had hubs in Pittsburgh, Charlotte, and Philadelphia. Following the merger, the combined firm reduced capacity, including significant cuts in Pittsburgh and Las Vegas. In 2010, the Chief Financial Officer for US Airways explained: 23 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 24 of 57 We believe in the hub system. I just think there’s too many hubs. If you look across the country, you can probably pick a few that are smaller hubs and maybe duplicative to other hubs that airlines have that they could probably get out of. In our example, we merged with US Airways [and] . . . what we have done over time, which is unfortunate for the cities, but we couldn’t hold a hub in Pittsburgh and we couldn’t hold a hub in Las Vegas. So over time we have consolidated and condensed our operation back, which is really important, condensed it back to our major hubs. A post-merger US Airways analysis confirmed that it succeeded in obtaining a “3% to 4% capacity reduction.” 63. In 2006, on the heels of the America West/US Airways merger, the combined firm submitted an ultimately unsuccessful hostile bid for Delta Air Lines. US Airways’ management had concluded that a merged US Airways/Delta could reduce the combined carrier’s capacity by 10 percent, which would lead to higher revenues for the combined firm and for the industry. In 2007, following the rejection of the hostile bid, US Airways’ CEO explained to investors how the deal would have increased industry profits: It’s part of what we tried to impress upon people as we were going through our run at Delta, was that . . . it was good for US Airways [and] good for the entire industry. We’re going to take out 4% of the industry capacity as we did that. Everyone’s 2008 numbers would look a (expletive) of a lot better had that transaction happened . . . . 64. In 2008, Delta merged with Northwest Airlines. Despite promises to the contrary, the combined airline reduced capacity, including significant cuts at its former hubs in Cincinnati and Memphis. US Airways’ CEO was “quite happy” to see the merger and advocated for further consolidation. He explained that an industry structure of “five different hub and spoke airlines with who knows how many hubs across the United States . . . results in all of us fighting for the same connecting passengers over numerous hubs.” Left unsaid was that fewer airlines meant less competition and higher fares. 24 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 25 of 57 65. In May 2010, United Airlines and Continental Airlines announced their planned merger. The announcement caused speculation about the future of each airline’s hubs, including Continental’s Cleveland hub. In Congressional testimony, an industry analyst stated that he did not believe the merger would cause reductions in Cleveland. On June 18, 2010, upon seeing the testimony, US Airways’ CEO wrote an email to other US Airways executives stating, “[s]urely these guys [United/Continental] aren’t really planning to keep Cleveland open. I’m hopeful they’re just saying what they need to (including to [the analyst]) to get this approved.” United and Continental closed their deal on October 1, 2010. The combined firm has reduced capacity at nearly all of its major hubs (including Cleveland) and at many other airports where the two airlines previously competed. Similarly, Southwest/AirTran has reduced service in a number of its focus cities and on many of AirTran’s former routes following its 2011 merger. 66. The defendants are fully aware of these earlier mergers’ effects. A 2012 American Airlines analysis concluded that “following a merger, carriers tend to remove capacity or grow more slowly than the rest of the industry.” US Airways’ management concluded that although industry consolidation has been a success, as its CEO stated publicly in 2010, the industry had yet to hit its “sweet spot,” and additional consolidation was needed because the industry remained “overly fragmented.” 67. A merger with American would allow US Airways to hit the “sweet spot.” For consumers, however, it would be anything but sweet. US Airways believes that merging with American “finishes industry evolution” by accomplishing US Airways’ goal of “reduc[ing] capacity more efficiently.” When first considering a combination with American, US Airways projected that the merged firm could reduce capacity by as much as 10 percent. Similarly, American expects that the merger will lead to capacity reductions that would negatively impact 25 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 26 of 57 “communities,” “people,” “customers,” and “suppliers.” Higher fares would be right around the corner. 3. The Planned Merger Would Likely Block American’s Standalone Expansion Plans, Thwarting Likely Capacity Increases 68. American does not need this merger to thrive, let alone survive. Before the announcement of this merger, a key component of American’s standalone plan for exiting bankruptcy revolved around substantial expansion, including increases in both domestic and international flights. Thus, in 2011, American placed the largest order for new aircraft in the industry’s history. 69. US Airways executives feared that American’s standalone growth plan would disrupt the industry’s capacity discipline “momentum.” In a 2012 internal presentation, US Airways executives recognized that while “[i]ndustry mergers and capacity discipline expand margins,” American’s standalone “growth plan has potential to disrupt the new dynamic” and would “Reverse Industry Capacity Trends.” Moreover, US Airways believed that if American implemented its growth plans, other airlines would “react to AMRs plans with their own enhanced growth plans destabilizing industry.” US Airways believed that American’s standalone capacity growth would “negatively impact” industry revenues and threaten industry pricing. 70. US Airways thought that a merger with American was a “lower risk alternative” than letting American’s standalone plan come to fruition because US Airways management could maintain capacity discipline. American’s executives have observed that “the combined network would likely need to be rationalized,” especially given the merged carrier’s numerous hubs, and that it is “unlikely that [a combined US Airways/American] would pursue growth . . . .” 26 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 27 of 57 4. The Merger Would Likely Result in Higher Fees 71. Since 2008, the airline industry has increasingly charged consumers fees for services that were previously included in the price of a ticket. These so-called ancillary fees, including those for checked bags and flight changes, have become very profitable. In 2012 alone, airlines generated over $6 billion in fees for checked bags and flight changes. Even a small increase in these fees would cost consumers millions. 72. Increased consolidation has likely aided the implementation of these fees. The levels of the ancillary fees charged by the legacy carriers have been largely set in lockstep. One airline acts as the “price leader,” with others following soon after. Using this process, as a US Airways strategic plan observed, the airlines can raise their fees without suffering “market share impacts.” For example, American announced that it would charge for a first checked bag on May 21, 2008. On June 12, 2008, both United and US Airways followed American’s lead. Similarly, over a period of just two weeks this spring, all four legacy airlines increased their ticket change fee for domestic travel from $150 to $200. 73. The legacy airlines recognize that the success of any individual attempt to impose a new fee or fee increase depends on whether the other legacies follow suit. When, in July 2009, American matched the other legacy carriers by raising its checked bag fee to $20, but did not join the others in offering a $5 web discount, US Airways was faced with the decision of whether to “match” American by either eliminating its own web discount, or raising its price to $25, with a $5 discount. US Airways’ CEO gave his view: I can’t believe I’m saying this, but I think we should stand still on this for now. I recognize that increases the chances of everyone standing still . . . the [dollars] aren’t compelling enough for us to stick our necks out first. I do think D[elta] or U[nited] won’t let them have an advantage, so it’ll get matched – I’m just not sure we should go first. If a couple weeks go by and no one’s moved, we can always jump in. 27 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 28 of 57 74. Similarly, when US Airways was considering whether to raise its second checked bag fee to $100 to match Delta’s fee, a US Airways executive observed: “Wow - $100 is a lot for second bag. I would think there’s big passenger gag reflex associated with that, but if we can get it, we should charge it. Do you think we should wait for [United] or [American] to move first, though?” 75. Conversely, in 2008, when US Airways began charging passengers for soft drinks, the other legacy airlines did not follow its lead, and US Airways backed off. US Airways’ CEO explained: “With US Airways being the only network carrier to charge for drinks, we are at a disadvantage.” Had US Airways not rescinded this fee, it would have lost passengers to the other legacy airlines. 76. At times, the airlines consider new fees or fee increases, but hold off implementing them while they wait to see if other airlines will move first. For example, on April 18, United announced that it was increasing its ticket change fee from $150 to $200. American decided that “waiting for [Delta] and then moving to match if [Delta] comes along” would be its best strategy. Over the next two weeks, US Airways, Delta, and American each fell in line, leading a US Airways executive to observe on May 1: “A[merican] increased their change fees this morning. The network carriers now have the same $200 domestic . . . change fees.” 77. Post-merger, the new American would likely lead new fee increases. A December 2012 discussion between US Airways executives included the observation that after the merger, “even as the world’s largest airline we’d want to consider raising some of the baggage fees a few dollars in some of the leisure markets.” 78. New checked bag fees on flights from the United States to Europe are a likely target. Both US Airways and American have considered imposing a first checked bag fee on flights to 28 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 29 of 57 Europe but have refrained from doing so. US Airways seriously considered leading such a price move but was concerned that other airlines would not match: “We would hope that [other airlines] would follow us right away . . . but there is no guarantee . . . .” Ultimately, US Airways concluded it was “too small” to lead additional checked bag fees for flights to Europe. Postmerger, that would no longer be true. The merged firm would be the world’s largest airline, giving it sufficient size to lead industry fee and price increases across the board. 79. Some fee increases are likely to result from US Airways raising American’s existing fees. Today, “US Airways generally charges higher bag fees than AA” for travel from the United States to international destinations. Post-merger, US Airways would likely raise American’s ancillary fees to US Airways’ higher fee levels as part of a “fee harmonization” process. US Airways’ own documents estimate that “fee harmonization” would generate an additional $280 million in revenue annually—directly harming consumers by the same amount. A US Airways presentation from earlier this year analyzing the merger identifies American’s lower bag fees as a “value lever” that US Airways “will likely manage differently with tangible financial upside.” The analysis concludes that “[i]ncreasing AA baggage fees to match US creates significant revenue impact.” US Airways also plans to institute its fees ($40 on average) for the redemption of frequent flyer tickets on American’s existing frequent fliers, who currently are not charged for mileage redemption. 80. The merger would also likely reduce the quality and variety of ancillary services offered by the legacy airlines—a side effect of consolidation anticipated and embraced by US Airways’ CEO. In a 2011 email exchange lamenting the need for US Airways to deploy wireless internet on all of its airplanes, a senior US Airways executive groused: 29 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 30 of 57 [N]ext it will be more legroom. Then industry standard labor contracts. Then better wines. Then the ability to book on Facebook. Penultimately, television commercials. Then, finally, we will pay the NYSE an exorbitant fee to change our ticker symbol [from LCC]. US Airways’ CEO responded: “Easy now. Consolidation will help stop much of the stupid stuff but inflight internet is not one of them.” 81. If the planned merger is enjoined, both American and US Airways will have to compete against two larger legacy rivals, and against each other. The four legacy airlines will not look exactly the same. As the smallest of the legacy airlines, American and US Airways will have greater incentives to grow and compete aggressively through lower ancillary fees, new services, and lower fares. D. The Merger Would Eliminate Head-to-Head Competition in Hundreds of Relevant Markets and Entrench US Airways’ Dominance at Reagan National Airport 82. American and US Airways engage in head-to-head competition with nonstop service on 17 domestic routes representing about $2 billion in annual industry-wide revenues. American and US Airways also compete directly on more than a thousand routes where one or both offer connecting service, representing billions of dollars in annual revenues. The merger’s elimination of this head-to-head competition would create strong incentives for the merged airline to reduce capacity and raise fares where they previously competed. 83. The combined firm would control 69% of the slots at Reagan National Airport, almost six times more than its closest competitor. This would eliminate head-to-head competition at the airport between American and US Airways. It would also effectively foreclose entry or expansion by other airlines that might increase competition at Reagan National. 84. The need for slots is a substantial barrier to entry at Reagan National. The FAA has occasionally provided a limited number of slots for new service. In almost all cases, however, a 30 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 31 of 57 carrier wishing to begin or expand service at Reagan National must buy or lease slots from an airline that already owns them. 85. This merger would thwart any prospect for future entry or expansion at Reagan National. US Airways, which already has 55% of the airport’s slots, does not sell or lease them because any slot that goes to another airline will almost certainly be used to compete with US Airways. The merger would only increase US Airways’ incentives to hoard its slots. Today, US Airways provides nonstop service to 71 airports from Reagan National, and it faces no nonstop competitors on 55 of those routes. After this merger, the number of US Airways routes with no nonstop competition would increase to 59, leaving, at best, only 21 routes at the entire airport with more than one nonstop competitor. Unsurprisingly, Reagan National is US Airways’ second most-profitable airport. 86. Potential entrants would likely not be able to turn to other airlines to obtain slots. When allocating their slots, airlines prioritize their most profitable routes, typically those where they have a frequent, significant pattern of service. If a carrier has a small portfolio of slots, it is likely to allocate almost all of its slots to its most profitable routes. If it has additional slots beyond what is needed to serve those routes, a carrier will then work its way down to other routes or sell or lease those slots to other airlines. Over the last several years, US Airways has purchased nearly all of the slots that might otherwise be available to interested buyers. Thus, before this planned merger, American was the only airline at Reagan National with the practical ability to sell or lease additional slots. 87. In March 2010, American and JetBlue entered into an arrangement in which JetBlue traded slots at New York’s JFK International Airport to American in exchange for American trading slots at Reagan National to JetBlue. And until American reached agreement with 31 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 32 of 57 US Airways to merge, it had been negotiating to sell those slots and ten other Reagan National slots to JetBlue. 88. JetBlue’s entry on four routes, particularly Reagan National to Boston, has generated stiff price competition. Fares on the route have dropped dramatically. US Airways estimated that after JetBlue’s entry, the last-minute fare for travel between Reagan National and Boston dropped by over $700. The combined firm will have the right to terminate the JetBlue leases and thereby eliminate, or at least diminish, JetBlue as a competitor on some or all of these routes. 89. The merger would also eliminate the potential for future head-to-head competition between US Airways and American on flights at Reagan National. In 2011, US Airways planned to start service from Reagan National to Miami and St. Louis, which would directly compete with American’s existing service. US Airways argued to the Department of Transportation that this new competition would “substantial[ly] benefit[]” consumers, and so asked DOT to approve the purchase of slots from Delta that would make the service possible. DOT ultimately approved that purchase. When it developed its plan to merge with American, however, US Airways abandoned its plans to enter those markets and deprived consumers of the “substantial benefits” it had promised. 90. By acquiring American’s slot portfolio, US Airways would eliminate existing and future head-to-head competition, and effectively block other airlines’ competitive entry or expansion. VI. ABSENCE OF COUNTERVAILING FACTORS 91. New entry, or expansion by existing competitors, is unlikely to prevent or remedy the merger’s likely anticompetitive effects. New entrants into a particular market face significant barriers to success, including difficulty in obtaining access to slots and gate facilities; the effects of corporate discount programs offered by dominant incumbents; loyalty to existing frequent 32 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 33 of 57 flyer programs; an unknown brand; and the risk of aggressive responses to new entry by the dominant incumbent carrier. In addition, entry is highly unlikely on routes where the origin or destination airport is another airline’s hub, because the new entrant would face substantial challenges attracting sufficient local passengers to support service. 92. United and Delta are unlikely to expand in the event of anticompetitive price increases or capacity reductions by the merged airline. Indeed, those carriers are likely to benefit from and participate in such conduct by coordinating with the merged firm. 93. The remaining airlines in the United States, including Southwest and JetBlue, have networks and business models that are significantly different from the legacy airlines. In particular, most do not have hub-and-spoke networks. In many relevant markets, these airlines do not offer any service at all, and in other markets, many passengers view them as a less preferred alternative to the legacy carriers. Therefore, competition from Southwest, JetBlue, or other airlines would not be sufficient to prevent the anticompetitive consequences of the merger. 94. There are not sufficient acquisition-specific and cognizable efficiencies that would be passed through to U.S. consumers to rebut the presumption that competition and consumers would likely be harmed by this merger. VII. VIOLATION ALLEGED 95. The effect of the proposed merger, if approved, likely will be to lessen competition substantially, or tend to create a monopoly, in interstate trade and commerce in the relevant markets, in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. 96. Unless enjoined, the proposed merger likely would have the following effects in the relevant markets, among others: 33 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 34 of 57 (a) actual and potential competition between US Airways and American Airlines would be eliminated; (b) competition in general among network airlines would be lessened substantially; (c) ticket prices and ancillary fees would be higher than they otherwise would; (d) industry capacity would be lower than it otherwise would; (e) service would be lessened; and (f) the availability of slots at Reagan National would be significantly impaired. VIII. REQUEST FOR RELIEF 97. Plaintiffs request: (a) that US Airways’ proposed merger with American Airlines be adjudged to violate Section 7 of the Clayton Act, 15 U.S.C. § 18; (b) that Defendants be permanently enjoined from and restrained from carrying out the planned merger of US Airways and American or any other transaction that would combine the two companies; (c) that Plaintiffs be awarded their costs of this action, including attorneys’ fees to Plaintiff States; and (d) that Plaintiffs be awarded such other relief as the Court may deem just and proper. Respectfully submitted this 5th day of September, 2013. 34 Case Document 73 Filed 09/05/13 Page 35 of 57 WILLIAM J. BAE (DC. BAR 324723) I Assistant Attorne General for Antitrust Att ey i Antitrust Division LM US. Department of Justice 450 Fifth Street; N.W., Suite 4100 RENATA B. HESSE (DC. BAR #466107) Washington, DC 20530 Deputy Assistant Attorney General Telephone: (202) 305-0128 Facsimile: (202) 3072784 E-mail: Ryan.Danks@ustj . gov DAVID I. GELFAND (EEOC. BAR #416596) MICHAEL D. BILLIEL (D.C. BAR 394377) Deputy Assistant Attorney General KATHERINE A. CELESTE I J. RICHARD DOIDGE TRACY L. FISHER DAVID Z. GRINGER AMANDA D. KLOVERS CAROLINE E. LAISE JOHN M. (D.C. BAR 418313) WILLIAM M. MARTIN JOSEPH c. MAZUMDAR ROBERT YOUNG (Dc. BAR 248260) ARK w. (D. Di ctor of itiga?on 4' Attorneys for the United States (D.C. BAR #444924) *Attorney of Record Chief TRANSPORTATION, ENERGY AGRICULTURE SECTION KATHLEENS Assistant Chief TRANSPORTATION, ENERGY AGRICULTURE SECTION Case Document 73 Filed 09/05/13 Page 36 of 57 FOR PLAINTIFF STATE OF ARIZONA THOMAS C. HORNE Attorney General ERIC J. BISTROW Chief Deputy THOMAS CHENAL Chief, Public Advocacy Civil Rights Division DENA BENJAMIN Chief3 Consumer Protection Advocacy Section 1M BO ELL Antitrust Be ief Arizona Bar No. 0163 82 1275 West Washington Phoenix, Arizona 85007 Phone: 602?542-7728 Fax: 602-542-9088 Nancybonnell?aazagoov Case Document 73 Filed 09/05/13 Page 37 of 57 FOR PLAINTIFF DISTRICT OF COLUMBIA IRVIN B. NATHAN Attorney General for the District of Columbia ELLEN A. EFROS Deputy Attorney General, Public Interest Division RUSHKOFF (DC. Bar go; $6925) Chief, Public Advocacy Section AEWW NICHOLAS A. BUSH (D.C. Bar No. 1011001) Assistant Attorney General 441 4th Street, N.W., Suite 600 South Washington, DC 20001 Ph: 202-442-9841 Fax: 202-715-7720 nicholas.bush@dc. gov Attorneys for the District of Columbia Case Document 73 Filed 09/05/13 Page 38 of 57 FOR PLAINTIFF STATE OF FLORIDA PAMELA JO BONDI Attorney General of the State of Florida PATRICIA A. Associate Deputy Attorney General Antitrust Division LIZABETH A. BRADY Chief, Multistate Antitrust Enforcement Antitrust Division CHRISTOPHER A. HUNT Assistant Attorney General Antitrust Division 9 Wk- A. BRADY Chief, Mul'tistate Antitrust Enforcement Florida Bar No. 045 7991 The Capitol Tallahassee, FL 32399-1050 Ph: 850?414?2918 Fax: 850-488-9134 Case Document 73 Filed 09/05/13 Page 39 of 57 For Plaintiff State of Michigan Bill Schuette Attorney General . I. . 7 DJ. Pascoe Assistant Attorney General Michigan Bar No. Corporate Oversight Division PO. Box 30755 Lansing, Michigan 48909 Phone: (517) 373-1160 Fax: (517) 335?6755 PascoeDl @Michigan.gov Case Document 73 Filed 09/05/13 Page 40 of 57 FOR PLAINTIFF COMMONWEAITH OF KATHLEEN G. KANE Attorney General ADRIAN R. KING, JR. First Deputy Attorney General JAMES A. DONAHUE, Executive Deputy Attorney General Public Protection Division TRACY W. WERTZ Acting Chief Deputy Attorney General Antitrust Section JENNIFER A. THOMSON Deputy Attorney General Antitrust Segtwion . WINK - a I Met life/v6, ?me: AMES A. DONAHUE, Executive Deputy Attorney Attorney General PA Bar No. 42624 Public Protection Division 14th Floor, Strawberry Square Harrisburg, PA 17120 Ph: 717?787?4530 Fax: 717-787-1190 jdonahue@attorneygeneral. gov Case Document 73 Filed 09/05/13 Page 41 of 57 FOR PLAINTIFF STATE OF TENNESSEE ROBERT E. COOPER, IR. Attorney General and Reporter {emu-Q DOMEN, hf Senior Antitrust Counsel Tennessee Bar No. 015803 500 Charlotte Avenue Nashville, TN 37202 Ph: 615-253-3327 Fax: 615-532-6951 Vic.Domen@ag.tn. gov Case Document 73 Filed 09/05/13 Page 42 of 57 FOR PLAINTIFF STATE OF TEXAS GREG ABBOTT Attorney General DANIEL HODGE First Assistant Attorney General JOHN B. SCOTT Deputy Attorney General for Civil Litigation JOHN T. Chief, Consumer Protection Division KIM VAN WINKLE Chief, Antitrust Section Consumer Protection Division meme. MARK LEVY Assistant Attorney Gen Texas Bar No. 24014555 300 w. 15th Street, 7th Floor Austin, Texas 78701 Ph: 512-936-1847 Fax: 512-320?0975 gov Case Document 73 Filed 09/05/13 Page 43 of 57 FOR PLAINTIFF COMMONWEALTH OF VIRGINIA KENNETH T. CUCCINELLI, II Attorney General PATRICIA L. WEST Chief Deputy Attorney General WESLEY G. RUSSELL, JR. Deputy Attorney General Civil Litigation Division DAVID B. IRVIN Senior Assistant Attorney General and Chief Consumer Protection Section SARAH OXENHAM ALLEN Assistant Attorney General Consumer Protection Section Virginia Bar No. 33217 Of?ce of the Attorney General 900 East Main Street Richmond, VA 23219 Ph: (804) 786-45557 Fax: (804) 786-0122 SOAllen@oa2.state.va.us Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 44 of 57 APPENDIX A CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL • HHIs in this appendix are calculated based on publicly available non-stop and onestop airline ticket revenue data for 2012 from Department of Transportation’s Airline Origin and Destination Survey (DB1B) database, available at: http://www.transtats.bts.gov/DatabaseInfo.asp?DB_ID=125&Link=0 • Routes are listed only once but include flights at all airports within the metropolitan area and in both directions. For example, the entry CITY PAIR Charlotte, NC (CLT) - Dallas, TX (DFW) Post-Merger HHI 9,324 HHI 4,653 includes flights from Charlotte, North Carolina, to airports in and around Dallas, Texas, including both Dallas-Fort Worth International Airport (DFW) and Love Field (DAL), and it includes flights from both airports to Charlotte. Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 45 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Charlotte, NC (CLT) - Durango, CO (DRO) Charlotte, NC (CLT) - Dallas, TX (DFW) Charlotte, NC (CLT) - St. Croix, VI (STX) Dallas, TX (DFW) - Philadelphia, PA (PHL) Kahului, HI (OGG) - Tampa, FL (TPA) Kapaa, HI (LIH) - St. Louis, MO (STL) Fresno, CA (FAT) - Tampa, FL (TPA) Dallas, TX (DFW) - Phoenix, AZ (PHX) Miami, FL (MIA) - Monterey, CA (MRY) Indianapolis, IN (IND) - Kahului, HI (OGG) El Paso, TX (ELP) - Fresno, CA (FAT) Columbus, OH (CMH) - Palm Springs, CA (PSP) Miami, FL (MIA) - Santa Barbara, CA (SBA) Kapaa, HI (LIH) - Miami, FL (MIA) El Paso, TX (ELP) - Monterey, CA (MRY) Pittsburgh, PA (PIT) - St. Croix, VI (STX) Dallas, TX (DFW) - Greensboro, NC (GSO) Hilo, HI (KOA) - Miami, FL (MIA) Hilo, HI (KOA) - St. Louis, MO (STL) Kahului, HI (OGG) - St. Louis, MO (STL) Dallas, TX (DFW) - Norfolk-Virginia Beach, VA (ORF) Greensboro, NC (GSO) - St. Croix, VI (STX) Monterey, CA (MRY) - St. Louis, MO (STL) El Paso, TX (ELP) - Kapaa, HI (LIH) Charlotte, NC (CLT) - Palm Springs, CA (PSP) Charlotte, NC (CLT) - Fresno, CA (FAT) Fresno, CA (FAT) - Milwaukee, WI (MKE) Palm Springs, CA (PSP) - St. Louis, MO (STL) Austin, TX (AUS) - Santa Barbara, CA (SBA) Dallas, TX (DFW) - Richmond, VA (RIC) Charleston, WV (CRW) - New York, NY (NYC) Kahului, HI (OGG) - Omaha, NE (OMA) Austin, TX (AUS) - Monterey, CA (MRY) Charlotte, NC (CLT) - Kahului, HI (OGG) Austin, TX (AUS) - Kapaa, HI (LIH) Palm Springs, CA (PSP) - Tampa, FL (TPA) Milwaukee, WI (MKE) - Palm Springs, CA (PSP) Chicago, IL (CHI) - Charlottesville, VA (CHO) Fresno, CA (FAT) - Miami, FL (MIA) Post-Merger HHI 10,000 9,324 10,000 9,083 9,040 8,930 8,659 8,921 9,540 8,174 8,320 7,704 8,042 8,439 8,415 10,000 8,120 7,329 7,785 8,888 7,786 10,000 6,982 9,185 8,016 7,903 7,185 6,753 6,499 8,372 6,407 6,897 6,547 10,000 6,499 6,968 6,319 8,865 9,061 ∆ HHI 4,742 4,653 4,647 4,497 4,478 4,448 4,259 4,205 4,079 4,006 3,866 3,703 3,634 3,619 3,612 3,600 3,557 3,528 3,418 3,331 3,312 3,299 3,277 3,206 3,185 3,165 3,164 3,085 3,068 3,048 3,034 3,033 3,027 3,022 3,006 2,985 2,966 2,949 2,948 CITY PAIR Dallas, TX (DFW) - Monterey, CA (MRY) Pittsburgh, PA (PIT) - Palm Springs, CA (PSP) El Paso, TX (ELP) - Honolulu, HI (HNL) Fresno, CA (FAT) - Indianapolis, IN (IND) Fresno, CA (FAT) - San Antonio, TX (SAT) Dallas, TX (DFW) - Kapaa, HI (LIH) Raleigh-Durham, NC (RDU) - St. Thomas, VI (STT) Phoenix, AZ (PHX) - St. Thomas, VI (STT) Austin, TX (AUS) - Palm Springs, CA (PSP) El Paso, TX (ELP) - Kahului, HI (OGG) Columbus, OH (CMH) - Fresno, CA (FAT) Austin, TX (AUS) - Fresno, CA (FAT) Dallas, TX (DFW) - Fresno, CA (FAT) Kansas City, MO (MCI) - Kahului, HI (OGG) Dallas, TX (DFW) - Ontario, CA (ONT) Des Moines, IA (DSM) - Kahului, HI (OGG) Milwaukee, WI (MKE) - Kahului, HI (OGG) Kapaa, HI (LIH) - Tucson, AZ (TUS) Charlotte, NC (CLT) - Reno, NV (RNO) Dallas, TX (DFW) - Hilo, HI (KOA) Detroit, MI (DTW) - Fresno, CA (FAT) Santa Barbara, CA (SBA) - St. Louis, MO (STL) Columbus, OH (CMH) - St. Croix, VI (STX) Albuquerque, NM (ABQ) - Monterey, CA (MRY) El Paso, TX (ELP) - Hilo, HI (KOA) Atlanta, GA (ATL) - Fresno, CA (FAT) Charlotte, NC (CLT) - Tucson, AZ (TUS) Charlotte, NC (CLT) - Ontario, CA (ONT) Fresno, CA (FAT) - Pittsburgh, PA (PIT) Detroit, MI (DTW) - Palm Springs, CA (PSP) Albuquerque, NM (ABQ) - Kapaa, HI (LIH) Charlotte, NC (CLT) - Grand Junction, CO (GJT) Kansas City, MO (MCI) - Palm Springs, CA (PSP) Albuquerque, NM (ABQ) - Santa Barbara, CA (SBA) Hilo, HI (KOA) - Orlando, FL (MCO) Hartford, CT (BDL) - St. Thomas, VI (STT) Charlottesville, VA (CHO) - St. Louis, MO (STL) Dallas, TX (DFW) - Palm Springs, CA (PSP) Miami, FL (MIA) - Palm Springs, CA (PSP) Post-Merger HHI 7,448 6,446 8,116 6,099 6,197 7,991 6,493 6,178 6,428 6,861 6,320 7,074 8,423 6,274 8,978 6,793 6,867 6,680 6,887 6,671 6,057 5,691 8,177 6,759 9,515 5,717 5,647 5,750 6,024 5,443 6,473 6,077 5,473 6,410 5,588 5,373 6,691 8,959 7,592 ∆ HHI 2,938 2,932 2,923 2,905 2,895 2,892 2,845 2,843 2,839 2,808 2,801 2,795 2,774 2,772 2,770 2,753 2,717 2,700 2,672 2,664 2,662 2,656 2,621 2,575 2,574 2,571 2,567 2,503 2,501 2,491 2,484 2,475 2,455 2,455 2,454 2,444 2,438 2,428 2,423 Appendix Page 1 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 46 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Denver, CO (DEN) - St. Thomas, VI (STT) Minneapolis, MN (MSP) - St. Croix, VI (STX) Miami, FL (MIA) - Kahului, HI (OGG) Columbus, OH (CMH) - Kahului, HI (OGG) Philadelphia, PA (PHL) - St. Thomas, VI (STT) Indianapolis, IN (IND) - St. Croix, VI (STX) Dallas, TX (DFW) - Raleigh-Durham, NC (RDU) Palm Springs, CA (PSP) - San Antonio, TX (SAT) Albuquerque, NM (ABQ) - Fresno, CA (FAT) Greensboro, NC (GSO) - Miami, FL (MIA) Charlotte, NC (CLT) - Key West, FL (EYW) Charlotte, NC (CLT) - Orange County, CA (SNA) Albuquerque, NM (ABQ) - Hilo, HI (KOA) Albuquerque, NM (ABQ) - Honolulu, HI (HNL) Monterey, CA (MRY) - Tucson, AZ (TUS) Indianapolis, IN (IND) - Palm Springs, CA (PSP) Dallas, TX (DFW) - Pittsburgh, PA (PIT) Fresno, CA (FAT) - St. Louis, MO (STL) Dallas, TX (DFW) - Westchester County, NY (HPN) Philadelphia, PA (PHL) - Palm Springs, CA (PSP) Atlanta, GA (ATL) - Palm Springs, CA (PSP) Hartford, CT (BDL) - Dallas, TX (DFW) Columbia, SC (CAE) - Dallas, TX (DFW) Raleigh-Durham, NC (RDU) - San Juan, PR (SJU) Philadelphia, PA (PHL) - Tucson, AZ (TUS) Miami, FL (MIA) - Phoenix, AZ (PHX) Phoenix, AZ (PHX) - San Juan, PR (SJU) Chicago, IL (CHI) - Charlotte, NC (CLT) Detroit, MI (DTW) - St. Croix, VI (STX) Chattanooga, TN (CHA) - Chicago, IL (CHI) Charleston, SC (CHS) - Miami, FL (MIA) St. Thomas, VI (STT) - Washington, DC (WAS) Austin, TX (AUS) - Hilo, HI (KOA) Santa Barbara, CA (SBA) - Tucson, AZ (TUS) Boston, MA (BOS) - Key West, FL (EYW) Norfolk-Virginia Beach, VA (ORF) - St. Thomas, VI (STT) Dallas, TX (DFW) - Reno, NV (RNO) San Juan, PR (SJU) - Sacramento, CA (SMF) Boston, MA (BOS) - Palm Springs, CA (PSP) Post-Merger HHI 5,838 5,878 7,973 7,136 9,203 8,140 7,889 5,514 5,708 5,699 5,573 5,196 7,026 5,692 7,706 5,055 8,393 5,756 5,037 6,764 5,169 8,326 7,648 4,765 4,757 4,928 4,755 5,982 8,834 6,818 5,380 4,617 5,363 7,273 6,327 5,239 8,668 4,709 4,922 ∆ HHI 2,407 2,402 2,388 2,383 2,362 2,349 2,341 2,313 2,305 2,278 2,268 2,265 2,237 2,227 2,199 2,198 2,191 2,185 2,168 2,137 2,119 2,118 2,113 2,109 2,098 2,090 2,075 2,051 2,039 2,039 2,037 2,022 2,008 2,004 1,984 1,968 1,953 1,950 1,947 CITY PAIR Kapaa, HI (LIH) - Orlando, FL (MCO) Greensboro, NC (GSO) - St. Thomas, VI (STT) Dallas, TX (DFW) - Savannah, GA (SAV) Hartford, CT (BDL) - Key West, FL (EYW) Dallas, TX (DFW) - Santa Barbara, CA (SBA) Kahului, HI (OGG) - San Antonio, TX (SAT) Las Vegas, NV (LAS) - San Juan, PR (SJU) Nashville, TN (BNA) - St. Thomas, VI (STT) Charlotte, NC (CLT) - Honolulu, HI (HNL) Charleston, SC (CHS) - St. Thomas, VI (STT) Orlando, FL (MCO) - Kahului, HI (OGG) Dallas, TX (DFW) - Sacramento, CA (SMF) Fresno, CA (FAT) - Philadelphia, PA (PHL) Cincinnati, OH (CIN) - St. Croix, VI (STX) Charlotte, NC (CLT) - San Jose, CA (SJC) El Paso, TX (ELP) - Santa Barbara, CA (SBA) Miami, FL (MIA) - Norfolk-Virginia Beach, VA (ORF) Kahului, HI (OGG) - Pittsburgh, PA (PIT) Omaha, NE (OMA) - Palm Springs, CA (PSP) Austin, TX (AUS) - Kahului, HI (OGG) Anchorage, AK (ANC) - El Paso, TX (ELP) Boston, MA (BOS) - Tucson, AZ (TUS) Houston, TX (HOU) - St. Thomas, VI (STT) Dallas, TX (DFW) - Greenville, SC (GSP) Fresno, CA (FAT) - Orlando, FL (MCO) Kahului, HI (OGG) - Tucson, AZ (TUS) Boston, MA (BOS) - Fresno, CA (FAT) Fresno, CA (FAT) - Minneapolis, MN (MSP) Charlottesville, VA (CHO) - Fayetteville, AR (XNA Key West, FL (EYW) - Philadelphia, PA (PHL) Austin, TX (AUS) - Charlotte, NC (CLT) Austin, TX (AUS) - Tucson, AZ (TUS) San Diego, CA (SAN) - San Juan, PR (SJU) Charlottesville, VA (CHO) - Minneapolis, MN (MSP) Fresno, CA (FAT) - Tucson, AZ (TUS) Las Vegas, NV (LAS) - St. Thomas, VI (STT) Charlotte, NC (CLT) - Miami, FL (MIA) San Juan, PR (SJU) - St. Louis, MO (STL) San Antonio, TX (SAT) - Tucson, AZ (TUS) Post-Merger HHI 5,457 5,466 7,094 4,983 6,048 5,275 4,883 5,903 5,637 5,230 4,514 7,494 5,844 8,601 5,038 8,179 4,355 5,506 4,635 5,961 7,220 5,168 7,185 6,372 5,123 5,099 5,173 4,959 5,258 4,530 5,600 5,300 4,198 4,883 7,380 7,530 7,087 4,512 4,923 ∆ HHI 1,946 1,944 1,936 1,931 1,909 1,901 1,885 1,877 1,845 1,844 1,834 1,833 1,831 1,831 1,815 1,805 1,801 1,800 1,799 1,791 1,789 1,780 1,771 1,759 1,750 1,728 1,713 1,705 1,702 1,697 1,693 1,687 1,678 1,669 1,667 1,665 1,646 1,599 1,597 Appendix Page 2 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 47 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Dallas, TX (DFW) - Knoxville, TN (TYS) Greensboro, NC (GSO) - San Juan, PR (SJU) Orlando, FL (MCO) - Palm Springs, CA (PSP) Buffalo, NY (BUF) - Fayetteville, AR (XNA) Syracuse, NY (SYR) - Fayetteville, AR (XNA) Miami, FL (MIA) - Philadelphia, PA (PHL) Honolulu, HI (HNL) - San Antonio, TX (SAT) St. Louis, MO (STL) - St. Thomas, VI (STT) Albuquerque, NM (ABQ) - Charlotte, NC (CLT) Honolulu, HI (HNL) - Omaha, NE (OMA) Charlotte, NC (CLT) - San Antonio, TX (SAT) Norfolk-Virginia Beach, VA (ORF) - San Juan, PR (SJU) Miami, FL (MIA) - Reno, NV (RNO) Orlando, FL (MCO) - Monterey, CA (MRY) Dallas, TX (DFW) - San Jose, CA (SJC) Chattanooga, TN (CHA) - Dallas, TX (DFW) Westchester County, NY (HPN) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Dallas, TX (DFW) Richmond, VA (RIC) - St. Thomas, VI (STT) Little Rock, AR (LIT) - Syracuse, NY (SYR) Savannah, GA (SAV) - St. Croix, VI (STX) Seattle, WA (SEA) - San Juan, PR (SJU) Charleston, SC (CHS) - Dallas, TX (DFW) Cleveland, OH (CLE) - St. Croix, VI (STX) Chicago, IL (CHI) - Huntsville, AL (HSV) Cleveland, OH (CLE) - St. Thomas, VI (STT) Minneapolis, MN (MSP) - Kahului, HI (OGG) Chicago, IL (CHI) - St. Thomas, VI (STT) Chicago, IL (CHI) - Palm Springs, CA (PSP) New Orleans, LA (MSY) - St. Thomas, VI (STT) Durango, CO (DRO) - Miami, FL (MIA) Dallas, TX (DFW) - Syracuse, NY (SYR) Charlottesville, VA (CHO) - Des Moines, IA (DSM) Denver, CO (DEN) - San Juan, PR (SJU) Honolulu, HI (HNL) - Tucson, AZ (TUS) Philadelphia, PA (PHL) - Fayetteville, AR (XNA) Des Moines, IA (DSM) - Honolulu, HI (HNL) Minneapolis, MN (MSP) - St. Thomas, VI (STT) Des Moines, IA (DSM) - Reno, NV (RNO) Post-Merger HHI 7,796 4,835 4,336 4,703 4,609 5,610 4,711 6,580 4,986 4,545 5,158 5,474 4,566 5,045 9,421 6,641 4,437 4,745 5,002 4,209 5,215 3,824 5,316 7,993 4,974 4,286 4,426 4,065 6,637 5,276 5,283 4,010 5,161 3,816 4,340 4,537 4,983 4,568 4,282 ∆ HHI 1,589 1,574 1,571 1,555 1,545 1,543 1,541 1,541 1,540 1,531 1,519 1,517 1,502 1,492 1,489 1,489 1,484 1,476 1,466 1,462 1,462 1,462 1,457 1,449 1,446 1,431 1,430 1,425 1,420 1,418 1,417 1,409 1,397 1,381 1,380 1,377 1,371 1,370 1,350 CITY PAIR Philadelphia, PA (PHL) - St. Croix, VI (STX) Honolulu, HI (HNL) - Indianapolis, IN (IND) Boston, MA (BOS) - Fayetteville, AR (XNA) Albuquerque, NM (ABQ) - Kahului, HI (OGG) Charlottesville, VA (CHO) - Phoenix, AZ (PHX) Charlotte, NC (CLT) - El Paso, TX (ELP) Des Moines, IA (DSM) - Fresno, CA (FAT) Dallas, TX (DFW) - San Diego, CA (SAN) Dallas, TX (DFW) - Jacksonville, FL (JAX) Dallas, TX (DFW) - San Juan, PR (SJU) Palm Springs, CA (PSP) - Washington, DC (WAS) Des Moines, IA (DSM) - Tucson, AZ (TUS) Fresno, CA (FAT) - Omaha, NE (OMA) St. Louis, MO (STL) - Tucson, AZ (TUS) Nashville, TN (BNA) - San Juan, PR (SJU) Austin, TX (AUS) - Honolulu, HI (HNL) Key West, FL (EYW) - Raleigh-Durham, NC (RDU) Charlottesville, VA (CHO) - Omaha, NE (OMA) Chattanooga, TN (CHA) - San Francisco, CA (SFO) Columbus, OH (CMH) - Honolulu, HI (HNL) Des Moines, IA (DSM) - Palm Springs, CA (PSP) Washington, DC (WAS) - Fayetteville, AR (XNA) Dallas, TX (DFW) - Huntsville, AL (HSV) Miami, FL (MIA) - Louisville, KY (SDF) Philadelphia, PA (PHL) - San Jose, CA (SJC) Boston, MA (BOS) - Kapaa, HI (LIH) Kahului, HI (OGG) - Philadelphia, PA (PHL) St. Thomas, VI (STT) - Tallahassee, FL (TLH) Raleigh-Durham, NC (RDU) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - Milwaukee, WI (MKE) Fresno, CA (FAT) - Kansas City, MO (MCI) Des Moines, IA (DSM) - Ontario, CA (ONT) Indianapolis, IN (IND) - St. Thomas, VI (STT) Boston, MA (BOS) - Santa Barbara, CA (SBA) New York, NY (NYC) - Palm Springs, CA (PSP) Dallas, TX (DFW) - Washington, DC (WAS) Dallas, TX (DFW) - Tallahassee, FL (TLH) Columbus, OH (CMH) - St. Thomas, VI (STT) Westchester County, NY (HPN) - Louisville, KY (SDF) Post-Merger HHI 9,330 3,926 4,474 5,134 6,867 5,268 5,037 6,869 7,106 7,234 4,360 4,786 3,874 4,306 4,957 4,531 4,746 5,087 5,000 3,984 4,797 4,214 8,135 3,843 3,728 5,009 5,157 5,006 4,878 4,656 3,980 4,661 4,761 5,013 3,955 7,095 5,582 4,530 4,898 ∆ HHI 1,331 1,328 1,327 1,322 1,319 1,317 1,311 1,310 1,304 1,303 1,300 1,292 1,292 1,273 1,262 1,259 1,247 1,237 1,225 1,225 1,223 1,221 1,218 1,217 1,215 1,210 1,199 1,192 1,190 1,187 1,184 1,179 1,179 1,174 1,174 1,163 1,152 1,146 1,145 Appendix Page 3 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 48 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Post-Merger HHI Cincinnati, OH (CIN) - Dallas, TX (DFW) 6,098 Charlotte, NC (CLT) - New York, NY (NYC) 5,427 Hilo, HI (KOA) - Tucson, AZ (TUS) 4,981 Los Angeles, CA (LAX) - St. Thomas, VI (STT) 7,828 Dallas, TX (DFW) - Fort Myers, FL (RSW) 7,652 Dallas, TX (DFW) - Harrisburg, PA (MDT) 3,722 Tampa, FL (TPA) - Tucson, AZ (TUS) 3,663 Dallas, TX (DFW) - Lexington, KY (LEX) 7,647 El Paso, TX (ELP) - Minneapolis, MN (MSP) 5,393 Detroit, MI (DTW) - Kahului, HI (OGG) 4,623 Dallas, TX (DFW) - Tucson, AZ (TUS) 8,370 Orlando, FL (MCO) - Santa Barbara, CA (SBA) 4,729 Chicago, IL (CHI) - Philadelphia, PA (PHL) 3,773 Pittsburgh, PA (PIT) - St. Thomas, VI (STT) 6,199 Chicago, IL (CHI) - Phoenix, AZ (PHX) 3,835 Boston, MA (BOS) - Reno, NV (RNO) 3,228 Miami, FL (MIA) - Washington, DC (WAS) 3,354 Miami, FL (MIA) - Fayetteville, AR (XNA) 5,213 Tampa, FL (TPA) - Fayetteville, AR (XNA) 4,809 Chicago, IL (CHI) - Kapaa, HI (LIH) 4,812 Charlottesville, VA (CHO) - Seattle, WA (SEA) 3,998 Fort Myers, FL (RSW) - Fayetteville, AR (XNA) 4,835 Orlando, FL (MCO) - Tucson, AZ (TUS) 3,508 Dallas, TX (DFW) - Orange County, CA (SNA) 9,283 Charlottesville, VA (CHO) - San Diego, CA (SAN) 3,640 New York, NY (NYC) - Fayetteville, AR (XNA) 4,353 Dallas, TX (DFW) - St. Thomas, VI (STT) 6,531 Norfolk-Virginia Beach, VA (ORF) - Fayetteville, AR (XNA) 4,322 Dallas, TX (DFW) - Honolulu, HI (HNL) 6,579 Orlando, FL (MCO) - Fayetteville, AR (XNA) 4,751 Fresno, CA (FAT) - New York, NY (NYC) 4,255 Santa Barbara, CA (SBA) - Salt Lake City, UT (SLC 4,720 Austin, TX (AUS) - Columbia, SC (CAE) 4,351 Fresno, CA (FAT) - Washington, DC (WAS) 4,112 Fresno, CA (FAT) - Houston, TX (HOU) 4,575 Detroit, MI (DTW) - Tucson, AZ (TUS) 3,293 Chicago, IL (CHI) - San Juan, PR (SJU) 4,623 Philadelphia, PA (PHL) - Orange County, CA (SNA) 3,113 Phoenix, AZ (PHX) - Richmond, VA (RIC) 3,462 ∆ HHI 1,143 1,141 1,138 1,136 1,136 1,134 1,128 1,128 1,121 1,115 1,111 1,110 1,110 1,105 1,105 1,097 1,097 1,089 1,089 1,089 1,073 1,066 1,059 1,057 1,055 1,054 1,050 1,049 1,049 1,047 1,046 1,043 1,043 1,038 1,036 1,027 1,023 1,021 1,018 CITY PAIR Cleveland, OH (CLE) - Dallas, TX (DFW) Indianapolis, IN (IND) - Tucson, AZ (TUS) Los Angeles, CA (LAX) - San Juan, PR (SJU) Dallas, TX (DFW) - West Palm Beach (PBI) San Francisco, CA (SFO) - San Juan, PR (SJU) Durango, CO (DRO) - San Antonio, TX (SAT) San Juan, PR (SJU) - Fayetteville, AR (XNA) San Francisco, CA (SFO) - St. Thomas, VI (STT) Ontario, CA (ONT) - Tampa, FL (TPA) Charlotte, NC (CLT) - Los Angeles, CA (LAX) Boston, MA (BOS) - St. Thomas, VI (STT) Boston, MA (BOS) - Little Rock, AR (LIT) Key West, FL (EYW) - Phoenix, AZ (PHX) Westchester County, NY (HPN) - San Diego, CA (SAN) New York, NY (NYC) - Tucson, AZ (TUS) Knoxville, TN (TYS) - Fayetteville, AR (XNA) Harrisburg, PA (MDT) - St. Louis, MO (STL) Louisville, KY (SDF) - San Juan, PR (SJU) New York, NY (NYC) - Ontario, CA (ONT) Boston, MA (BOS) - Ontario, CA (ONT) Charlotte, NC (CLT) - San Diego, CA (SAN) Honolulu, HI (HNL) - Philadelphia, PA (PHL) Pittsburgh, PA (PIT) - Fayetteville, AR (XNA) Ontario, CA (ONT) - San Antonio, TX (SAT) Charleston, SC (CHS) - San Juan, PR (SJU) Dallas, TX (DFW) - Rochester, NY (ROC) Chicago, IL (CHI) - Fresno, CA (FAT) Honolulu, HI (HNL) - St. Louis, MO (STL) Atlanta, GA (ATL) - Grand Junction, CO (GJT) Nashville, TN (BNA) - New York, NY (NYC) Kansas City, MO (MCI) - Tucson, AZ (TUS) St. Louis, MO (STL) - Syracuse, NY (SYR) Birmingham, AL (BHM) - St. Thomas, VI (STT) Huntsville, AL (HSV) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Kansas City, MO (MCI) Dallas, TX (DFW) - Kahului, HI (OGG) Detroit, MI (DTW) - St. Thomas, VI (STT) Grand Junction, CO (GJT) - Philadelphia, PA (PHL) Austin, TX (AUS) - Philadelphia, PA (PHL) Post-Merger HHI 4,486 3,763 4,164 8,081 3,252 5,052 4,985 4,846 3,341 5,485 4,575 3,387 5,114 3,559 3,967 4,759 3,526 4,899 3,084 3,066 5,734 3,978 4,235 4,014 5,048 3,776 4,549 4,515 3,588 3,481 3,780 3,539 5,001 3,944 5,451 8,258 3,512 4,499 2,915 ∆ HHI 1,013 1,013 1,012 1,010 1,009 1,007 1,000 995 992 989 979 969 968 965 963 958 954 951 950 928 926 925 917 914 912 910 908 907 893 892 890 890 889 885 883 882 879 878 878 Appendix Page 4 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 49 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Chicago, IL (CHI) - Santa Barbara, CA (SBA) Boston, MA (BOS) - Dallas, TX (DFW) Charlotte, NC (CLT) - San Juan, PR (SJU) Philadelphia, PA (PHL) - San Antonio, TX (SAT) Richmond, VA (RIC) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - Kansas City, MO (MCI) Detroit, MI (DTW) - El Paso, TX (ELP) New York, NY (NYC) - Santa Barbara, CA (SBA) Westchester County, NY (HPN) - Fayetteville, AR (XNA) Chicago, IL (CHI) - West Palm Beach (PBI) Harrisburg, PA (MDT) - Fayetteville, AR (XNA) Columbus, OH (CMH) - Orange County, CA (SNA) Chicago, IL (CHI) - El Paso, TX (ELP) Austin, TX (AUS) - Greensboro, NC (GSO) Montgomery, AL (MGM) - Fayetteville, AR (XNA) Montgomery, AL (MGM) - Phoenix, AZ (PHX) El Paso, TX (ELP) - Philadelphia, PA (PHL) Austin, TX (AUS) - Orange County, CA (SNA) Phoenix, AZ (PHX) - Knoxville, TN (TYS) Westchester County, NY (HPN) - St. Louis, MO (STL) Miami, FL (MIA) - Ontario, CA (ONT) Little Rock, AR (LIT) - Philadelphia, PA (PHL) Dallas, TX (DFW) - Grand Junction, CO (GJT) Birmingham, AL (BHM) - St. Croix, VI (STX) Lexington, KY (LEX) - Phoenix, AZ (PHX) Houston, TX (HOU) - Palm Springs, CA (PSP) Charlotte, NC (CLT) - Fayetteville, AR (XNA) Las Vegas, NV (LAS) - Santa Barbara, CA (SBA) Little Rock, AR (LIT) - Miami, FL (MIA) Orlando, FL (MCO) - Ontario, CA (ONT) Fort Myers, FL (RSW) - St. Thomas, VI (STT) New Orleans, LA (MSY) - San Juan, PR (SJU) Little Rock, AR (LIT) - Rochester, NY (ROC) Kapaa, HI (LIH) - Washington, DC (WAS) Louisville, KY (SDF) - St. Thomas, VI (STT) Columbus, OH (CMH) - Tucson, AZ (TUS) Des Moines, IA (DSM) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Denver, CO (DEN) Boston, MA (BOS) - Gainesville, FL (GNV) Post-Merger HHI 4,819 5,606 7,386 2,927 4,157 3,287 4,561 4,872 4,657 6,093 4,567 3,066 5,120 4,490 5,064 5,152 3,902 3,439 3,700 3,322 3,305 3,482 7,233 10,000 4,181 4,929 5,930 5,004 3,847 2,953 5,127 5,674 3,500 4,887 4,886 3,397 5,219 4,302 5,346 ∆ HHI 878 877 875 874 873 869 864 863 863 860 860 855 853 852 848 846 843 843 838 838 837 832 823 821 819 817 816 814 807 805 801 799 799 796 795 785 784 784 783 CITY PAIR Charlottesville, VA (CHO) - Los Angeles, CA (LAX) Charlotte, NC (CLT) - Sacramento, CA (SMF) Austin, TX (AUS) - Richmond, VA (RIC) Pittsburgh, PA (PIT) - Tucson, AZ (TUS) Key West, FL (EYW) - Washington, DC (WAS) Hartford, CT (BDL) - Fayetteville, AR (XNA) Tucson, AZ (TUS) - Washington, DC (WAS) Charlottesville, VA (CHO) - Milwaukee, WI (MKE) Kahului, HI (OGG) - Washington, DC (WAS) Dallas, TX (DFW) - Portland, OR (PDX) Greensboro, NC (GSO) - San Antonio, TX (SAT) Little Rock, AR (LIT) - Harrisburg, PA (MDT) Seattle, WA (SEA) - St. Thomas, VI (STT) San Antonio, TX (SAT) - Orange County, CA (SNA) Dallas, TX (DFW) - Montgomery, AL (MGM) Los Angeles, CA (LAX) - St. Louis, MO (STL) Omaha, NE (OMA) - Tucson, AZ (TUS) Birmingham, AL (BHM) - Miami, FL (MIA) Honolulu, HI (HNL) - Pittsburgh, PA (PIT) El Paso, TX (ELP) - Seattle, WA (SEA) Honolulu, HI (HNL) - Miami, FL (MIA) Honolulu, HI (HNL) - Tampa, FL (TPA) Miami, FL (MIA) - Raleigh-Durham, NC (RDU) Gainesville, FL (GNV) - San Juan, PR (SJU) Dallas, TX (DFW) - New York, NY (NYC) Westchester County, NY (HPN) - Indianapolis, IN (IND) Des Moines, IA (DSM) - San Jose, CA (SJC) Chattanooga, TN (CHA) - Phoenix, AZ (PHX) Columbia, SC (CAE) - Fayetteville, AR (XNA) Detroit, MI (DTW) - Grand Junction, CO (GJT) Little Rock, AR (LIT) - New York, NY (NYC) Chattanooga, TN (CHA) - Los Angeles, CA (LAX) Buffalo, NY (BUF) - Dallas, TX (DFW) Chicago, IL (CHI) - Hilo, HI (KOA) Rochester, NY (ROC) - Fayetteville, AR (XNA) Detroit, MI (DTW) - Ontario, CA (ONT) Miami, FL (MIA) - Tucson, AZ (TUS) Little Rock, AR (LIT) - Raleigh-Durham, NC (RDU) Raleigh-Durham, NC (RDU) - Washington, DC (WAS) Post-Merger HHI 3,900 3,986 3,835 3,255 3,876 4,199 3,981 5,375 4,700 4,765 4,719 4,050 4,204 3,570 8,376 4,736 3,272 3,586 4,474 4,387 4,481 3,403 3,319 6,576 5,162 3,744 3,651 5,224 5,277 3,495 2,997 5,159 3,590 4,809 4,513 2,905 4,278 3,707 3,411 ∆ HHI 782 777 776 773 772 772 767 764 761 756 751 750 748 748 746 744 736 733 729 728 726 725 724 724 723 723 718 718 716 714 712 711 708 708 705 699 696 693 692 Appendix Page 5 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 50 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR San Jose, CA (SJC) - St. Louis, MO (STL) Pittsburgh, PA (PIT) - Orange County, CA (SNA) Hartford, CT (BDL) - Phoenix, AZ (PHX) Chicago, IL (CHI) - Tucson, AZ (TUS) West Palm Beach (PBI) - San Francisco, CA (SFO) Durango, CO (DRO) - Tampa, FL (TPA) Boston, MA (BOS) - Kahului, HI (OGG) Miami, FL (MIA) - San Diego, CA (SAN) Richmond, VA (RIC) - St. Louis, MO (STL) Chicago, IL (CHI) - Syracuse, NY (SYR) Philadelphia, PA (PHL) - San Diego, CA (SAN) Columbus, OH (CMH) - New York, NY (NYC) Nashville, TN (BNA) - St. Croix, VI (STX) Phoenix, AZ (PHX) - Fort Myers, FL (RSW) Westchester County, NY (HPN) - Seattle, WA (SEA) Reno, NV (RNO) - Tampa, FL (TPA) Columbus, OH (CMH) - Dallas, TX (DFW) Savannah, GA (SAV) - Fayetteville, AR (XNA) Little Rock, AR (LIT) - Pittsburgh, PA (PIT) Columbia, SC (CAE) - Los Angeles, CA (LAX) New York, NY (NYC) - Reno, NV (RNO) Orange County, CA (SNA) - Tampa, FL (TPA) Albuquerque, NM (ABQ) - Philadelphia, PA (PHL) Westchester County, NY (HPN) - Las Vegas, NV (LAS) Cleveland, OH (CLE) - San Juan, PR (SJU) San Juan, PR (SJU) - Tallahassee, FL (TLH) Cincinnati, OH (CIN) - St. Thomas, VI (STT) Des Moines, IA (DSM) - Philadelphia, PA (PHL) Houston, TX (HOU) - Kahului, HI (OGG) Richmond, VA (RIC) - San Francisco, CA (SFO) Boston, MA (BOS) - Monterey, CA (MRY) Atlanta, GA (ATL) - Kahului, HI (OGG) Dallas, TX (DFW) - Indianapolis, IN (IND) Detroit, MI (DTW) - Key West, FL (EYW) Orlando, FL (MCO) - San Jose, CA (SJC) Gainesville, FL (GNV) - Los Angeles, CA (LAX) Huntsville, AL (HSV) - Syracuse, NY (SYR) Columbus, OH (CMH) - San Jose, CA (SJC) Cincinnati, OH (CIN) - Westchester County, NY (HPN) Post-Merger HHI 3,553 2,862 3,045 4,811 3,238 5,017 4,044 2,993 2,976 4,598 4,906 3,140 9,444 2,711 3,511 3,854 7,592 4,952 3,419 3,605 2,886 2,872 3,204 2,975 3,338 5,177 4,816 3,270 5,285 3,125 5,303 4,665 7,197 5,219 2,754 5,109 4,545 3,066 4,686 ∆ HHI 689 687 687 686 684 682 682 682 681 678 676 674 671 670 668 663 662 659 659 657 656 655 655 655 653 651 649 645 645 645 644 643 643 641 640 639 636 635 634 CITY PAIR West Palm Beach (PBI) - Phoenix, AZ (PHX) Boston, MA (BOS) - Lexington, KY (LEX) Chicago, IL (CHI) - Richmond, VA (RIC) San Juan, PR (SJU) - Knoxville, TN (TYS) Jacksonville, FL (JAX) - Fayetteville, AR (XNA) Pensacola, FL (PNS) - Fayetteville, AR (XNA) Ontario, CA (ONT) - Philadelphia, PA (PHL) Chattanooga, TN (CHA) - Denver, CO (DEN) Kansas City, MO (MCI) - San Juan, PR (SJU) Orange County, CA (SNA) - St. Louis, MO (STL) Columbia, SC (CAE) - San Antonio, TX (SAT) Boston, MA (BOS) - Orange County, CA (SNA) Indianapolis, IN (IND) - San Juan, PR (SJU) Charlottesville, VA (CHO) - San Francisco, CA (SF Ontario, CA (ONT) - Washington, DC (WAS) Milwaukee, WI (MKE) - Tucson, AZ (TUS) Westchester County, NY (HPN) - Little Rock, AR (LIT) Detroit, MI (DTW) - Orange County, CA (SNA) Hartford, CT (BDL) - Little Rock, AR (LIT) Westchester County, NY (HPN) - Minneapolis, MN (MSP) Columbus, OH (CMH) - San Juan, PR (SJU) Chicago, IL (CHI) - Monterey, CA (MRY) Key West, FL (EYW) - San Francisco, CA (SFO) Westchester County, NY (HPN) - Knoxville, TN (TYS) Chattanooga, TN (CHA) - St. Louis, MO (STL) Philadelphia, PA (PHL) - Reno, NV (RNO) Detroit, MI (DTW) - San Juan, PR (SJU) Chicago, IL (CHI) - Harrisburg, PA (MDT) Kansas City, MO (MCI) - Knoxville, TN (TYS) Des Moines, IA (DSM) - West Palm Beach (PBI) Charlotte, NC (CLT) - St. Thomas, VI (STT) Boston, MA (BOS) - Louisville, KY (SDF) Charlotte, NC (CLT) - San Francisco, CA (SFO) Miami, FL (MIA) - San Jose, CA (SJC) Chicago, IL (CHI) - Knoxville, TN (TYS) Lexington, KY (LEX) - Kansas City, MO (MCI) Nashville, TN (BNA) - Rochester, NY (ROC) West Palm Beach (PBI) - Fayetteville, AR (XNA) Hilo, HI (KOA) - New York, NY (NYC) Post-Merger HHI 3,204 4,454 4,250 4,579 5,211 4,492 3,569 5,343 3,085 3,356 4,511 3,047 3,250 4,599 2,910 2,533 4,494 2,798 3,258 3,448 3,131 5,356 6,164 4,688 5,385 3,257 3,339 4,947 4,543 5,020 9,177 3,335 6,566 3,313 4,427 3,795 3,840 5,232 2,683 ∆ HHI 633 630 628 628 624 622 620 614 612 609 606 606 605 605 604 602 601 601 599 596 594 591 591 589 587 586 583 583 580 580 579 577 577 577 575 570 567 566 565 Appendix Page 6 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 51 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Nashville, TN (BNA) - Westchester County, NY (HPN) St. Thomas, VI (STT) - Knoxville, TN (TYS) Minneapolis, MN (MSP) - San Juan, PR (SJU) Jacksonville, FL (JAX) - Phoenix, AZ (PHX) Minneapolis, MN (MSP) - Ontario, CA (ONT) Fort Myers, FL (RSW) - San Francisco, CA (SFO) Pittsburgh, PA (PIT) - San Jose, CA (SJC) Columbus, OH (CMH) - Westchester County, NY (HPN) Detroit, MI (DTW) - Reno, NV (RNO) Charleston, SC (CHS) - Key West, FL (EYW) San Antonio, TX (SAT) - Savannah, GA (SAV) Chattanooga, TN (CHA) - Seattle, WA (SEA) Austin, TX (AUS) - Ontario, CA (ONT) Los Angeles, CA (LAX) - Richmond, VA (RIC) Monterey, CA (MRY) - New York, NY (NYC) San Antonio, TX (SAT) - Knoxville, TN (TYS) San Antonio, TX (SAT) - San Jose, CA (SJC) Des Moines, IA (DSM) - Knoxville, TN (TYS) Westchester County, NY (HPN) - Los Angeles, CA (LAX) Charlotte, NC (CLT) - Denver, CO (DEN) Phoenix, AZ (PHX) - Syracuse, NY (SYR) Richmond, VA (RIC) - Seattle, WA (SEA) Birmingham, AL (BHM) - San Juan, PR (SJU) New York, NY (NYC) - Kahului, HI (OGG) Norfolk-Virginia Beach, VA (ORF) - Phoenix, AZ (PHX) Chicago, IL (CHI) - San Jose, CA (SJC) Orlando, FL (MCO) - Orange County, CA (SNA) Baton Rouge, LA (BTR) - Lexington, KY (LEX) Dallas, TX (DFW) - Tampa, FL (TPA) Austin, TX (AUS) - Reno, NV (RNO) Santa Barbara, CA (SBA) - Washington, DC (WAS) Gainesville, FL (GNV) - New York, NY (NYC) Charlotte, NC (CLT) - Kansas City, MO (MCI) Charlotte, NC (CLT) - Phoenix, AZ (PHX) Montgomery, AL (MGM) - San Francisco, CA (SFO) Hilo, HI (KOA) - Washington, DC (WAS) San Diego, CA (SAN) - Tampa, FL (TPA) Chicago, IL (CHI) - St. Croix, VI (STX) Charlottesville, VA (CHO) - Little Rock, AR (LIT) Post-Merger HHI 4,351 5,261 3,176 3,050 2,857 2,681 2,903 6,310 3,275 5,545 4,287 5,320 4,018 2,905 5,542 4,405 4,077 4,300 3,258 5,189 3,298 3,084 5,331 2,993 3,132 4,802 2,750 4,938 6,378 4,193 5,304 4,830 5,296 6,243 5,057 4,514 2,600 9,841 5,886 ∆ HHI 565 564 564 564 563 563 560 560 558 557 555 555 552 552 551 551 548 548 548 546 544 544 543 543 541 539 537 535 535 534 533 533 533 530 529 529 528 528 527 CITY PAIR Denver, CO (DEN) - Lexington, KY (LEX) Kapaa, HI (LIH) - Phoenix, AZ (PHX) San Antonio, TX (SAT) - Sacramento, CA (SMF) Phoenix, AZ (PHX) - Tallahassee, FL (TLH) Key West, FL (EYW) - Greensboro, NC (GSO) Chicago, IL (CHI) - Jacksonville, FL (JAX) Pittsburgh, PA (PIT) - San Juan, PR (SJU) Greensboro, NC (GSO) - Fayetteville, AR (XNA) Boston, MA (BOS) - Des Moines, IA (DSM) Columbus, OH (CMH) - Fayetteville, AR (XNA) Charlotte, NC (CLT) - Seattle, WA (SEA) Dallas, TX (DFW) - Los Angeles, CA (LAX) Denver, CO (DEN) - Richmond, VA (RIC) Kapaa, HI (LIH) - New York, NY (NYC) Phoenix, AZ (PHX) - Fort Walton Beach, FL (VPS) Omaha, NE (OMA) - San Juan, PR (SJU) Los Angeles, CA (LAX) - Tallahassee, FL (TLH) Kansas City, MO (MCI) - Syracuse, NY (SYR) Miami, FL (MIA) - Sacramento, CA (SMF) Cincinnati, OH (CIN) - San Juan, PR (SJU) Greenville, SC (GSP) - Fayetteville, AR (XNA) Nashville, TN (BNA) - Washington, DC (WAS) Dallas, TX (DFW) - Salt Lake City, UT (SLC) Boston, MA (BOS) - Hilo, HI (KOA) Dallas, TX (DFW) - Las Vegas, NV (LAS) Des Moines, IA (DSM) - Raleigh-Durham, NC (RDU) Dallas, TX (DFW) - Fort Walton Beach, FL (VPS) Charlottesville, VA (CHO) - Las Vegas, NV (LAS) Des Moines, IA (DSM) - Jacksonville, FL (JAX) Ontario, CA (ONT) - St. Louis, MO (STL) Omaha, NE (OMA) - Syracuse, NY (SYR) San Jose, CA (SJC) - Tampa, FL (TPA) Orlando, FL (MCO) - Reno, NV (RNO) Charleston, SC (CHS) - St. Croix, VI (STX) Raleigh-Durham, NC (RDU) - Seattle, WA (SEA) Greensboro, NC (GSO) - Los Angeles, CA (LAX) Los Angeles, CA (LAX) - Raleigh-Durham, NC (RDU) Denver, CO (DEN) - Montgomery, AL (MGM) Nashville, TN (BNA) - Charlottesville, VA (CHO) Post-Merger HHI 3,415 4,543 3,274 5,470 5,612 2,959 4,171 4,916 2,605 4,343 4,926 5,187 2,855 2,752 3,529 3,521 5,315 3,349 2,774 3,442 5,272 4,076 4,506 4,509 6,373 3,832 9,022 5,346 4,522 3,842 3,346 3,037 3,072 9,341 2,590 3,342 2,869 5,661 6,270 ∆ HHI 526 526 524 523 523 520 520 519 518 517 517 516 516 514 512 508 504 504 503 502 501 499 499 498 498 498 496 495 495 493 491 490 488 488 487 484 481 476 476 Appendix Page 7 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 52 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Columbus, OH (CMH) - Reno, NV (RNO) Kahului, HI (OGG) - Phoenix, AZ (PHX) El Paso, TX (ELP) - Milwaukee, WI (MKE) Kansas City, MO (MCI) - Philadelphia, PA (PHL) Harrisburg, PA (MDT) - Phoenix, AZ (PHX) Cincinnati, OH (CIN) - Rochester, NY (ROC) Kansas City, MO (MCI) - Orange County, CA (SNA) Boston, MA (BOS) - Honolulu, HI (HNL) Little Rock, AR (LIT) - Richmond, VA (RIC) Chicago, IL (CHI) - Kahului, HI (OGG) Richmond, VA (RIC) - San Diego, CA (SAN) Durango, CO (DRO) - Philadelphia, PA (PHL) Detroit, MI (DTW) - Gulfport, MS (GPT) Cincinnati, OH (CIN) - Little Rock, AR (LIT) Key West, FL (EYW) - St. Louis, MO (STL) Atlanta, GA (ATL) - San Jose, CA (SJC) Des Moines, IA (DSM) - Montgomery, AL (MGM) Los Angeles, CA (LAX) - Montgomery, AL (MGM) San Francisco, CA (SFO) - Tallahassee, FL (TLH) Detroit, MI (DTW) - San Jose, CA (SJC) Hartford, CT (BDL) - Los Angeles, CA (LAX) Little Rock, AR (LIT) - Fort Myers, FL (RSW) El Paso, TX (ELP) - New York, NY (NYC) Chattanooga, TN (CHA) - Syracuse, NY (SYR) Columbus, OH (CMH) - Los Angeles, CA (LAX) Raleigh-Durham, NC (RDU) - San Francisco, CA (SFO) Charlotte, NC (CLT) - St. Louis, MO (STL) Denver, CO (DEN) - Fort Walton Beach, FL (VPS) Los Angeles, CA (LAX) - West Palm Beach (PBI) Miami, FL (MIA) - Orange County, CA (SNA) Rochester, NY (ROC) - Louisville, KY (SDF) Nashville, TN (BNA) - Syracuse, NY (SYR) Houston, TX (HOU) - Lexington, KY (LEX) Westchester County, NY (HPN) - Kansas City, MO (MCI) New York, NY (NYC) - Raleigh-Durham, NC (RDU) Indianapolis, IN (IND) - San Jose, CA (SJC) Omaha, NE (OMA) - West Palm Beach (PBI) Anchorage, AK (ANC) - Columbus, OH (CMH) Key West, FL (EYW) - New York, NY (NYC) Post-Merger HHI 4,533 4,623 3,620 4,543 3,941 3,105 2,507 4,142 4,152 4,738 3,411 5,257 4,883 4,541 4,897 3,691 5,393 5,000 5,781 2,931 2,629 4,582 4,710 5,225 2,829 2,659 6,103 3,761 3,421 3,141 3,431 4,010 3,989 3,029 2,628 3,193 4,576 3,993 3,735 ∆ HHI 476 475 474 474 474 473 472 472 471 467 466 466 465 461 460 458 456 456 455 454 451 451 450 450 450 447 447 446 445 442 441 440 440 439 439 437 436 435 434 CITY PAIR Post-Merger HHI Pittsburgh, PA (PIT) - San Diego, CA (SAN) 2,625 El Paso, TX (ELP) - Portland, OR (PDX) 4,077 Chicago, IL (CHI) - Mobile, AL (MOB) 4,718 Los Angeles, CA (LAX) - Lexington, KY (LEX) 3,480 Chattanooga, TN (CHA) - Las Vegas, NV (LAS) 5,739 Chicago, IL (CHI) - Reno, NV (RNO) 4,145 New York, NY (NYC) - St. Thomas, VI (STT) 4,727 Des Moines, IA (DSM) - Syracuse, NY (SYR) 3,540 Raleigh-Durham, NC (RDU) - San Antonio, TX (SAT) 2,819 Gainesville, FL (GNV) - Philadelphia, PA (PHL) 5,296 Norfolk-Virginia Beach, VA (ORF) - San Francisco, CA (SFO 2,619 San Francisco, CA (SFO) - Tampa, FL (TPA) 2,503 Raleigh-Durham, NC (RDU) - San Diego, CA (SAN) 2,545 Indianapolis, IN (IND) - Miami, FL (MIA) 3,367 Las Vegas, NV (LAS) - Miami, FL (MIA) 3,416 Pittsburgh, PA (PIT) - Reno, NV (RNO) 3,770 Indianapolis, IN (IND) - Ontario, CA (ONT) 4,118 Dallas, TX (DFW) - Orlando, FL (MCO) 6,437 Las Vegas, NV (LAS) - Richmond, VA (RIC) 2,632 Mobile, AL (MOB) - Phoenix, AZ (PHX) 3,393 Tallahassee, FL (TLH) - Fayetteville, AR (XNA) 5,582 Key West, FL (EYW) - Las Vegas, NV (LAS) 5,533 Mobile, AL (MOB) - St. Louis, MO (STL) 4,683 Ontario, CA (ONT) - Pittsburgh, PA (PIT) 3,463 Chattanooga, TN (CHA) - San Diego, CA (SAN) 5,736 Des Moines, IA (DSM) - San Diego, CA (SAN) 2,991 Montgomery, AL (MGM) - Seattle, WA (SEA) 5,549 Houston, TX (HOU) - Hilo, HI (KOA) 5,437 Nashville, TN (BNA) - Key West, FL (EYW) 4,663 Jacksonville, FL (JAX) - St. Thomas, VI (STT) 3,969 Charlotte, NC (CLT) - Omaha, NE (OMA) 4,495 Richmond, VA (RIC) - San Antonio, TX (SAT) 3,512 West Palm Beach (PBI) - St. Louis, MO (STL) 3,500 Boston, MA (BOS) - Huntsville, AL (HSV) 3,855 Philadelphia, PA (PHL) - San Juan, PR (SJU) 8,844 Columbus, OH (CMH) - Miami, FL (MIA) 3,540 Hartford, CT (BDL) - Baton Rouge, LA (BTR) 5,950 San Jose, CA (SJC) - Washington, DC (WAS) 2,594 Jackson, MS (JAN) - Phoenix, AZ (PHX) 2,850 ∆ HHI 431 431 431 431 431 430 430 430 429 428 427 427 426 426 424 423 421 419 418 415 415 415 415 414 413 413 412 411 404 404 404 403 403 402 400 399 398 397 397 Appendix Page 8 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 53 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Las Vegas, NV (LAS) - Harrisburg, PA (MDT) Austin, TX (AUS) - San Juan, PR (SJU) Reno, NV (RNO) - Washington, DC (WAS) Austin, TX (AUS) - Harrisburg, PA (MDT) Monterey, CA (MRY) - Phoenix, AZ (PHX) Boston, MA (BOS) - San Antonio, TX (SAT) Phoenix, AZ (PHX) - Pensacola, FL (PNS) Columbus, OH (CMH) - Ontario, CA (ONT) Denver, CO (DEN) - West Palm Beach (PBI) Baton Rouge, LA (BTR) - San Juan, PR (SJU) Austin, TX (AUS) - Durango, CO (DRO) Miami, FL (MIA) - Pittsburgh, PA (PIT) Austin, TX (AUS) - Charlottesville, VA (CHO) Baton Rouge, LA (BTR) - Columbus, OH (CMH) Phoenix, AZ (PHX) - Tampa, FL (TPA) Cleveland, OH (CLE) - Fayetteville, AR (XNA) Chattanooga, TN (CHA) - Houston, TX (HOU) Charlotte, NC (CLT) - Portland, OR (PDX) Chicago, IL (CHI) - Fort Walton Beach, FL (VPS) Atlanta, GA (ATL) - Reno, NV (RNO) Austin, TX (AUS) - Raleigh-Durham, NC (RDU) Miami, FL (MIA) - Richmond, VA (RIC) Charlotte, NC (CLT) - Las Vegas, NV (LAS) El Paso, TX (ELP) - Los Angeles, CA (LAX) Lexington, KY (LEX) - Syracuse, NY (SYR) Miami, FL (MIA) - Salt Lake City, UT (SLC) Memphis, TN (MEM) - San Juan, PR (SJU) New York, NY (NYC) - Washington, DC (WAS) Minneapolis, MN (MSP) - Tucson, AZ (TUS) Detroit, MI (DTW) - Fayetteville, AR (XNA) Baton Rouge, LA (BTR) - Richmond, VA (RIC) Des Moines, IA (DSM) - Orange County, CA (SNA) Dallas, TX (DFW) - Louisville, KY (SDF) Kahului, HI (OGG) - Salt Lake City, UT (SLC) Boston, MA (BOS) - Phoenix, AZ (PHX) Fort Myers, FL (RSW) - San Juan, PR (SJU) Columbus, OH (CMH) - San Diego, CA (SAN) Anchorage, AK (ANC) - Tampa, FL (TPA) Buffalo, NY (BUF) - Little Rock, AR (LIT) Post-Merger HHI 3,460 2,692 2,700 3,369 9,083 3,126 3,086 3,863 3,280 5,023 3,946 4,372 4,508 4,922 4,075 3,346 5,565 3,828 5,381 3,073 2,774 3,155 5,711 5,469 4,516 3,320 4,175 3,200 4,208 5,675 5,129 3,145 6,997 3,497 3,563 4,369 2,702 3,503 2,779 ∆ HHI 396 396 395 394 393 393 392 390 390 390 389 389 386 386 385 385 384 381 381 380 379 378 377 377 377 375 372 372 372 371 371 371 370 370 369 368 366 365 365 CITY PAIR Post-Merger HHI Reno, NV (RNO) - San Antonio, TX (SAT) 4,524 Chattanooga, TN (CHA) - Fayetteville, AR (XNA) 6,035 Chicago, IL (CHI) - Tallahassee, FL (TLH) 5,407 Austin, TX (AUS) - Los Angeles, CA (LAX) 3,130 Austin, TX (AUS) - Sacramento, CA (SMF) 3,323 Chattanooga, TN (CHA) - Kansas City, MO (MCI) 5,869 Gulfport, MS (GPT) - Minneapolis, MN (MSP) 5,688 Houston, TX (HOU) - Kapaa, HI (LIH) 5,668 Boston, MA (BOS) - El Paso, TX (ELP) 5,456 Atlanta, GA (ATL) - Ontario, CA (ONT) 3,281 Columbus, OH (CMH) - Syracuse, NY (SYR) 3,973 Kansas City, MO (MCI) - Raleigh-Durham, NC (RDU) 3,046 Little Rock, AR (LIT) - West Palm Beach (PBI) 5,040 Des Moines, IA (DSM) - Sacramento, CA (SMF) 2,629 Seattle, WA (SEA) - Fort Walton Beach, FL (VPS) 3,723 Austin, TX (AUS) - Huntsville, AL (HSV) 3,718 Des Moines, IA (DSM) - Greenville, SC (GSP) 4,251 New York, NY (NYC) - Norfolk-Virginia Beach, VA (ORF) 3,091 Gainesville, FL (GNV) - Louisville, KY (SDF) 5,418 Chicago, IL (CHI) - Raleigh-Durham, NC (RDU) 3,326 Denver, CO (DEN) - Kapaa, HI (LIH) 5,728 St. Louis, MO (STL) - Knoxville, TN (TYS) 5,379 Rochester, NY (ROC) - St. Louis, MO (STL) 3,063 Harrisburg, PA (MDT) - Seattle, WA (SEA) 3,640 Charlotte, NC (CLT) - Des Moines, IA (DSM) 4,500 Fort Myers, FL (RSW) - San Diego, CA (SAN) 2,930 Jacksonville, FL (JAX) - San Francisco, CA (SFO) 2,638 Orange County, CA (SNA) - Washington, DC (WAS) 2,798 Reno, NV (RNO) - St. Louis, MO (STL) 3,938 West Palm Beach (PBI) - Seattle, WA (SEA) 3,470 Los Angeles, CA (LAX) - Fort Myers, FL (RSW) 2,683 Charlotte, NC (CLT) - Salt Lake City, UT (SLC) 5,011 Lexington, KY (LEX) - San Francisco, CA (SFO) 3,416 Austin, TX (AUS) - Lexington, KY (LEX) 4,331 Des Moines, IA (DSM) - Mobile, AL (MOB) 4,564 El Paso, TX (ELP) - Salt Lake City, UT (SLC) 4,641 Austin, TX (AUS) - Savannah, GA (SAV) 4,641 Houston, TX (HOU) - Norfolk-Virginia Beach, VA (ORF) 2,739 Baton Rouge, LA (BTR) - Cincinnati, OH (CIN) 4,797 ∆ HHI 361 360 358 357 357 356 353 353 352 352 352 351 350 350 349 349 348 346 346 346 345 345 343 342 342 342 342 341 340 339 339 338 338 337 336 336 334 334 333 Appendix Page 9 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 54 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Post-Merger HHI Key West, FL (EYW) - Richmond, VA (RIC) 5,833 San Jose, CA (SJC) - Tucson, AZ (TUS) 5,027 Dallas, TX (DFW) - Detroit, MI (DTW) 4,001 Little Rock, AR (LIT) - Washington, DC (WAS) 3,013 Kansas City, MO (MCI) - Ontario, CA (ONT) 3,922 Huntsville, AL (HSV) - Kansas City, MO (MCI) 5,947 Boston, MA (BOS) - Grand Junction, CO (GJT) 5,419 Omaha, NE (OMA) - Orange County, CA (SNA) 2,541 Pensacola, FL (PNS) - San Juan, PR (SJU) 4,740 El Paso, TX (ELP) - San Jose, CA (SJC) 5,326 Durango, CO (DRO) - Pittsburgh, PA (PIT) 6,192 Chicago, IL (CHI) - Rochester, NY (ROC) 5,020 Memphis, TN (MEM) - Miami, FL (MIA) 4,462 Des Moines, IA (DSM) - Miami, FL (MIA) 3,715 Kansas City, MO (MCI) - Mobile, AL (MOB) 3,917 Des Moines, IA (DSM) - Gulfport, MS (GPT) 4,617 Cleveland, OH (CLE) - Miami, FL (MIA) 3,748 Dallas, TX (DFW) - Miami, FL (MIA) 6,662 Kansas City, MO (MCI) - Fort Walton Beach, FL (VP 4,599 Anchorage, AK (ANC) - Charlotte, NC (CLT) 4,572 Pittsburgh, PA (PIT) - San Antonio, TX (SAT) 2,599 Los Angeles, CA (LAX) - Knoxville, TN (TYS) 3,201 Des Moines, IA (DSM) - Washington, DC (WAS) 3,420 Kansas City, MO (MCI) - Harrisburg, PA (MDT) 3,532 Baton Rouge, LA (BTR) - Raleigh-Durham, NC (RDU) 4,815 Columbus, OH (CMH) - San Francisco, CA (SFO) 2,615 Grand Junction, CO (GJT) - Tampa, FL (TPA) 5,003 Jacksonville, FL (JAX) - Omaha, NE (OMA) 5,067 St. Louis, MO (STL) - Tallahassee, FL (TLH) 5,690 Indianapolis, IN (IND) - Los Angeles, CA (LAX) 2,535 Greenville, SC (GSP) - Los Angeles, CA (LAX) 3,094 Greensboro, NC (GSO) - Phoenix, AZ (PHX) 4,397 Hartford, CT (BDL) - New Orleans, LA (MSY) 2,920 Los Angeles, CA (LAX) - Norfolk-Virginia Beach, VA (ORF 2,594 Chattanooga, TN (CHA) - San Antonio, TX (SAT) 5,910 Jacksonville, FL (JAX) - Seattle, WA (SEA) 2,844 Hartford, CT (BDL) - San Diego, CA (SAN) 2,509 San Antonio, TX (SAT) - San Juan, PR (SJU) 2,667 Baton Rouge, LA (BTR) - Washington, DC (WAS) 3,742 ∆ HHI 332 331 330 329 328 328 328 327 327 327 326 326 325 324 323 323 321 321 321 321 321 320 320 319 318 317 317 317 316 316 316 315 315 314 313 313 312 311 311 CITY PAIR Harrisburg, PA (MDT) - San Antonio, TX (SAT) Nashville, TN (BNA) - Harrisburg, PA (MDT) Cleveland, OH (CLE) - Westchester County, NY (HPN) Harrisburg, PA (MDT) - Miami, FL (MIA) Boston, MA (BOS) - Fort Walton Beach, FL (VPS) San Juan, PR (SJU) - Salt Lake City, UT (SLC) Austin, TX (AUS) - Hartford, CT (BDL) Des Moines, IA (DSM) - Pittsburgh, PA (PIT) Des Moines, IA (DSM) - Los Angeles, CA (LAX) Chattanooga, TN (CHA) - Minneapolis, MN (MSP) Des Moines, IA (DSM) - Richmond, VA (RIC) Milwaukee, WI (MKE) - San Jose, CA (SJC) Omaha, NE (OMA) - Tallahassee, FL (TLH) Columbia, SC (CAE) - Kansas City, MO (MCI) San Diego, CA (SAN) - Syracuse, NY (SYR) Los Angeles, CA (LAX) - Pittsburgh, PA (PIT) Westchester County, NY (HPN) - San Francisco, CA (SFO) Boston, MA (BOS) - Tallahassee, FL (TLH) Dallas, TX (DFW) - St. Croix, VI (STX) Little Rock, AR (LIT) - Orlando, FL (MCO) Seattle, WA (SEA) - Syracuse, NY (SYR) Chicago, IL (CHI) - Key West, FL (EYW) Sacramento, CA (SMF) - St. Louis, MO (STL) Cincinnati, OH (CIN) - Miami, FL (MIA) Austin, TX (AUS) - Norfolk-Virginia Beach, VA (ORF) Seattle, WA (SEA) - Tallahassee, FL (TLH) Gainesville, FL (GNV) - New Orleans, LA (MSY) Phoenix, AZ (PHX) - Savannah, GA (SAV) Huntsville, AL (HSV) - Las Vegas, NV (LAS) Omaha, NE (OMA) - Raleigh-Durham, NC (RDU) Miami, FL (MIA) - St. Louis, MO (STL) Huntsville, AL (HSV) - Seattle, WA (SEA) Westchester County, NY (HPN) - Memphis, TN (MEM) Hilo, HI (KOA) - Phoenix, AZ (PHX) Monterey, CA (MRY) - Washington, DC (WAS) Austin, TX (AUS) - Pittsburgh, PA (PIT) Gulfport, MS (GPT) - New York, NY (NYC) Boston, MA (BOS) - Baton Rouge, LA (BTR) El Paso, TX (ELP) - Pittsburgh, PA (PIT) Post-Merger HHI 3,358 3,909 4,704 5,288 4,955 4,901 2,809 3,185 2,525 6,035 3,387 3,322 6,189 4,527 2,797 2,933 4,195 5,024 10,000 4,050 2,852 3,494 2,582 4,935 2,846 6,209 6,300 4,230 3,885 2,818 3,803 3,345 4,067 4,454 5,619 2,609 4,484 4,280 3,986 ∆ HHI 311 310 310 310 309 309 309 308 308 307 307 307 307 306 306 306 305 304 303 303 301 300 299 299 299 298 298 297 297 297 297 296 295 295 295 295 295 293 293 Appendix Page 10 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 55 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Little Rock, AR (LIT) - Tampa, FL (TPA) Key West, FL (EYW) - Louisville, KY (SDF) Greensboro, NC (GSO) - San Diego, CA (SAN) San Francisco, CA (SFO) - St. Louis, MO (STL) San Francisco, CA (SFO) - Fort Walton Beach, FL ( Hartford, CT (BDL) - San Juan, PR (SJU) Fort Myers, FL (RSW) - San Antonio, TX (SAT) Fresno, CA (FAT) - Phoenix, AZ (PHX) Philadelphia, PA (PHL) - Sacramento, CA (SMF) Chicago, IL (CHI) - Gulfport, MS (GPT) Memphis, TN (MEM) - Phoenix, AZ (PHX) Charleston, SC (CHS) - Los Angeles, CA (LAX) Los Angeles, CA (LAX) - Harrisburg, PA (MDT) Honolulu, HI (HNL) - Orlando, FL (MCO) Denver, CO (DEN) - Greensboro, NC (GSO) St. Louis, MO (STL) - St. Croix, VI (STX) Harrisburg, PA (MDT) - Louisville, KY (SDF) Lexington, KY (LEX) - Fayetteville, AR (XNA) Jackson, MS (JAN) - Minneapolis, MN (MSP) Hartford, CT (BDL) - Fort Walton Beach, FL (VPS) Gulfport, MS (GPT) - Phoenix, AZ (PHX) Montgomery, AL (MGM) - Minneapolis, MN (MSP) Syracuse, NY (SYR) - Knoxville, TN (TYS) West Palm Beach (PBI) - San Diego, CA (SAN) Sacramento, CA (SMF) - Tampa, FL (TPA) Little Rock, AR (LIT) - Norfolk-Virginia Beach, VA (ORF) Omaha, NE (OMA) - Pensacola, FL (PNS) Orlando, FL (MCO) - Phoenix, AZ (PHX) Dallas, TX (DFW) - Gainesville, FL (GNV) Indianapolis, IN (IND) - Syracuse, NY (SYR) New York, NY (NYC) - Tallahassee, FL (TLH) Jackson, MS (JAN) - New York, NY (NYC) St. Louis, MO (STL) - Washington, DC (WAS) Westchester County, NY (HPN) - Lexington, KY (LEX) Denver, CO (DEN) - Mobile, AL (MOB) Philadelphia, PA (PHL) - Seattle, WA (SEA) San Antonio, TX (SAT) - San Francisco, CA (SFO) Jacksonville, FL (JAX) - Little Rock, AR (LIT) Des Moines, IA (DSM) - Huntsville, AL (HSV) Post-Merger HHI 3,930 6,170 4,099 2,810 3,454 5,673 2,676 9,574 2,877 4,618 4,808 3,071 3,884 2,888 3,382 9,073 3,581 4,320 4,719 5,478 4,028 6,343 4,611 3,433 2,501 3,660 4,733 4,009 6,248 3,346 4,681 3,886 3,562 4,864 3,366 4,261 3,404 5,509 5,237 ∆ HHI 293 293 293 293 293 292 291 290 290 289 289 289 288 288 287 287 287 287 287 287 286 286 286 286 285 285 285 283 283 283 282 282 281 280 280 280 279 278 278 CITY PAIR Key West, FL (EYW) - Pittsburgh, PA (PIT) Houston, TX (HOU) - San Juan, PR (SJU) Columbus, OH (CMH) - El Paso, TX (ELP) Louisville, KY (SDF) - Syracuse, NY (SYR) Greenville, SC (GSP) - Phoenix, AZ (PHX) Harrisburg, PA (MDT) - San Diego, CA (SAN) Phoenix, AZ (PHX) - Rochester, NY (ROC) Kansas City, MO (MCI) - Rochester, NY (ROC) Baton Rouge, LA (BTR) - Philadelphia, PA (PHL) El Paso, TX (ELP) - Indianapolis, IN (IND) Columbus, OH (CMH) - Little Rock, AR (LIT) Hartford, CT (BDL) - San Francisco, CA (SFO) St. Thomas, VI (STT) - Tampa, FL (TPA) Kansas City, MO (MCI) - West Palm Beach (PBI) Huntsville, AL (HSV) - Minneapolis, MN (MSP) El Paso, TX (ELP) - Palm Springs, CA (PSP) Columbus, OH (CMH) - Seattle, WA (SEA) Lexington, KY (LEX) - New York, NY (NYC) Houston, TX (HOU) - Tucson, AZ (TUS) Charlottesville, VA (CHO) - Indianapolis, IN (IND Nashville, TN (BNA) - Miami, FL (MIA) Anchorage, AK (ANC) - Indianapolis, IN (IND) Milwaukee, WI (MKE) - Knoxville, TN (TYS) Minneapolis, MN (MSP) - West Palm Beach (PBI) Philadelphia, PA (PHL) - St. Louis, MO (STL) Gainesville, FL (GNV) - Washington, DC (WAS) Gulfport, MS (GPT) - Los Angeles, CA (LAX) Fort Myers, FL (RSW) - Seattle, WA (SEA) Charlottesville, VA (CHO) - Louisville, KY (SDF) Cincinnati, OH (CIN) - Phoenix, AZ (PHX) Dallas, TX (DFW) - San Francisco, CA (SFO) Austin, TX (AUS) - Fort Myers, FL (RSW) Phoenix, AZ (PHX) - Pittsburgh, PA (PIT) Richmond, VA (RIC) - San Juan, PR (SJU) Mobile, AL (MOB) - San Francisco, CA (SFO) New Orleans, LA (MSY) - Philadelphia, PA (PHL) Salt Lake City, UT (SLC) - Tampa, FL (TPA) Omaha, NE (OMA) - San Diego, CA (SAN) Columbia, SC (CAE) - Seattle, WA (SEA) Post-Merger HHI 3,483 4,844 4,590 3,612 2,929 4,131 2,756 2,970 3,775 4,014 3,273 2,657 4,436 3,537 5,458 6,530 2,515 4,373 4,456 4,591 4,483 5,094 4,213 4,823 4,659 4,883 3,661 2,839 7,869 4,029 4,011 2,913 4,126 2,720 3,410 4,232 2,876 2,766 3,457 ∆ HHI 277 277 276 275 274 272 272 271 271 270 270 269 269 269 268 268 267 267 267 266 266 266 265 264 264 263 262 262 261 261 261 261 261 261 261 260 260 260 259 Appendix Page 11 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 56 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Austin, TX (AUS) - Chattanooga, TN (CHA) Kansas City, MO (MCI) - Fort Myers, FL (RSW) Harrisburg, PA (MDT) - Omaha, NE (OMA) Fort Walton Beach, FL (VPS) - Fayetteville, AR (X Boston, MA (BOS) - Pensacola, FL (PNS) Minneapolis, MN (MSP) - Fort Walton Beach, FL (VP Omaha, NE (OMA) - Richmond, VA (RIC) El Paso, TX (ELP) - Tampa, FL (TPA) Des Moines, IA (DSM) - Rochester, NY (ROC) Philadelphia, PA (PHL) - Tallahassee, FL (TLH) Austin, TX (AUS) - Cincinnati, OH (CIN) Omaha, NE (OMA) - Savannah, GA (SAV) Cleveland, OH (CLE) - Little Rock, AR (LIT) Greensboro, NC (GSO) - Omaha, NE (OMA) Huntsville, AL (HSV) - Indianapolis, IN (IND) Des Moines, IA (DSM) - El Paso, TX (ELP) Raleigh-Durham, NC (RDU) - Tallahassee, FL (TLH) Boston, MA (BOS) - Mobile, AL (MOB) Grand Junction, CO (GJT) - Miami, FL (MIA) Austin, TX (AUS) - Knoxville, TN (TYS) Gainesville, FL (GNV) - Indianapolis, IN (IND) El Paso, TX (ELP) - San Francisco, CA (SFO) Jacksonville, FL (JAX) - Los Angeles, CA (LAX) Greensboro, NC (GSO) - Houston, TX (HOU) Miami, FL (MIA) - New Orleans, LA (MSY) Birmingham, AL (BHM) - Key West, FL (EYW) Hartford, CT (BDL) - Jackson, MS (JAN) Detroit, MI (DTW) - Jackson, MS (JAN) Philadelphia, PA (PHL) - Phoenix, AZ (PHX) Indianapolis, IN (IND) - Reno, NV (RNO) Charleston, SC (CHS) - Fayetteville, AR (XNA) Columbia, SC (CAE) - San Francisco, CA (SFO) Nashville, TN (BNA) - Boston, MA (BOS) Los Angeles, CA (LAX) - Tampa, FL (TPA) St. Louis, MO (STL) - Fort Walton Beach, FL (VPS) El Paso, TX (ELP) - Orlando, FL (MCO) Atlanta, GA (ATL) - El Paso, TX (ELP) Minneapolis, MN (MSP) - Knoxville, TN (TYS) Las Vegas, NV (LAS) - Lexington, KY (LEX) Post-Merger HHI 5,587 2,777 3,604 4,338 3,307 6,289 3,508 3,311 3,396 5,014 3,879 5,733 2,934 3,827 5,972 5,590 5,133 4,940 5,388 4,141 5,173 5,400 2,916 4,051 4,060 4,205 3,698 4,440 5,660 3,892 5,979 3,428 3,105 3,488 5,733 3,146 4,450 4,920 3,493 ∆ HHI 258 258 257 257 257 256 256 255 255 255 254 254 254 253 252 252 249 249 249 249 248 248 248 248 247 247 247 247 247 246 246 245 245 245 245 244 244 243 243 CITY PAIR Boston, MA (BOS) - Jackson, MS (JAN) Houston, TX (HOU) - Knoxville, TN (TYS) Milwaukee, WI (MKE) - Reno, NV (RNO) Gulfport, MS (GPT) - Kansas City, MO (MCI) Huntsville, AL (HSV) - New York, NY (NYC) San Francisco, CA (SFO) - Knoxville, TN (TYS) Miami, FL (MIA) - Omaha, NE (OMA) Lexington, KY (LEX) - Rochester, NY (ROC) Montgomery, AL (MGM) - San Diego, CA (SAN) Huntsville, AL (HSV) - San Francisco, CA (SFO) Savannah, GA (SAV) - San Francisco, CA (SFO) Los Angeles, CA (LAX) - Philadelphia, PA (PHL) Gainesville, FL (GNV) - Raleigh-Durham, NC (RDU) Detroit, MI (DTW) - Honolulu, HI (HNL) Dallas, TX (DFW) - Seattle, WA (SEA) Boston, MA (BOS) - Miami, FL (MIA) Milwaukee, WI (MKE) - Ontario, CA (ONT) Huntsville, AL (HSV) - Los Angeles, CA (LAX) Minneapolis, MN (MSP) - Syracuse, NY (SYR) Phoenix, AZ (PHX) - San Antonio, TX (SAT) Chicago, IL (CHI) - Montgomery, AL (MGM) Birmingham, AL (BHM) - Des Moines, IA (DSM) Hartford, CT (BDL) - San Antonio, TX (SAT) Cincinnati, OH (CIN) - Fayetteville, AR (XNA) Baton Rouge, LA (BTR) - Greensboro, NC (GSO) Los Angeles, CA (LAX) - Savannah, GA (SAV) Pensacola, FL (PNS) - San Diego, CA (SAN) Hartford, CT (BDL) - Seattle, WA (SEA) Pensacola, FL (PNS) - San Francisco, CA (SFO) Austin, TX (AUS) - Grand Junction, CO (GJT) Hartford, CT (BDL) - Pensacola, FL (PNS) Omaha, NE (OMA) - Fort Myers, FL (RSW) Indianapolis, IN (IND) - Knoxville, TN (TYS) Baton Rouge, LA (BTR) - Pittsburgh, PA (PIT) Minneapolis, MN (MSP) - Palm Springs, CA (PSP) Los Angeles, CA (LAX) - Miami, FL (MIA) Greenville, SC (GSP) - Little Rock, AR (LIT) Grand Junction, CO (GJT) - Orlando, FL (MCO) Key West, FL (EYW) - Los Angeles, CA (LAX) Post-Merger HHI 3,999 4,051 3,832 3,887 4,033 3,400 2,831 4,466 5,257 3,449 3,791 4,082 5,092 4,822 4,298 3,909 4,742 3,441 4,097 4,728 6,507 4,292 2,916 5,927 5,054 4,517 3,713 2,772 2,909 4,674 4,929 3,008 3,945 4,397 3,824 3,410 4,770 4,457 6,973 ∆ HHI 243 243 243 242 242 242 240 240 239 239 239 239 239 238 237 237 237 237 236 236 236 235 235 235 234 234 234 233 233 233 233 233 232 232 231 231 231 231 230 Appendix Page 12 Case 1:13-cv-01236-CKK Document 73 Filed 09/05/13 Page 57 of 57 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Post-Merger HHI Charlottesville, VA (CHO) - San Antonio, TX (SAT) 4,463 Jacksonville, FL (JAX) - Kansas City, MO (MCI) 3,399 Key West, FL (EYW) - Norfolk-Virginia Beach, VA (ORF) 5,747 Dallas, TX (DFW) - Durango, CO (DRO) 4,052 Key West, FL (EYW) - Minneapolis, MN (MSP) 6,277 Miami, FL (MIA) - Knoxville, TN (TYS) 3,304 Indianapolis, IN (IND) - Philadelphia, PA (PHL) 6,700 St. Croix, VI (STX) - Washington, DC (WAS) 8,150 Des Moines, IA (DSM) - Tallahassee, FL (TLH) 6,416 Boston, MA (BOS) - Knoxville, TN (TYS) 5,003 Los Angeles, CA (LAX) - Syracuse, NY (SYR) 2,935 Columbia, SC (CAE) - San Diego, CA (SAN) 4,515 Baton Rouge, LA (BTR) - Norfolk-Virginia Beach, VA (ORF 5,156 Memphis, TN (MEM) - Syracuse, NY (SYR) 4,421 Austin, TX (AUS) - Phoenix, AZ (PHX) 4,891 Indianapolis, IN (IND) - Rochester, NY (ROC) 3,666 Charleston, SC (CHS) - Seattle, WA (SEA) 3,380 San Diego, CA (SAN) - Knoxville, TN (TYS) 3,233 Seattle, WA (SEA) - Knoxville, TN (TYS) 3,046 Sacramento, CA (SMF) - Washington, DC (WAS) 2,898 Denver, CO (DEN) - Tallahassee, FL (TLH) 5,975 Los Angeles, CA (LAX) - Fort Walton Beach, FL (VP 3,815 Denver, CO (DEN) - Westchester County, NY (HPN) 3,819 Phoenix, AZ (PHX) - Raleigh-Durham, NC (RDU) 3,573 Hartford, CT (BDL) - Lexington, KY (LEX) 4,745 Atlanta, GA (ATL) - Tucson, AZ (TUS) 4,916 Monterey, CA (MRY) - Salt Lake City, UT (SLC) 6,650 Little Rock, AR (LIT) - San Juan, PR (SJU) 6,569 San Diego, CA (SAN) - Tallahassee, FL (TLH) 6,434 Key West, FL (EYW) - Memphis, TN (MEM) 6,557 Des Moines, IA (DSM) - Westchester County, NY (HPN) 3,464 Baton Rouge, LA (BTR) - Phoenix, AZ (PHX) 4,389 Baton Rouge, LA (BTR) - New York, NY (NYC) 3,718 Jackson, MS (JAN) - Miami, FL (MIA) 4,304 Mobile, AL (MOB) - New York, NY (NYC) 4,452 Albuquerque, NM (ABQ) - Tampa, FL (TPA) 3,054 Boston, MA (BOS) - Gulfport, MS (GPT) 5,213 Houston, TX (HOU) - Reno, NV (RNO) 3,525 Norfolk-Virginia Beach, VA (ORF) - Seattle, WA (SEA) 3,247 ∆ HHI 230 230 230 230 229 229 229 229 229 228 227 227 226 226 226 226 226 226 225 225 225 223 223 223 222 222 221 220 219 219 219 219 218 218 218 218 218 217 217 CITY PAIR Post-Merger HHI Mobile, AL (MOB) - Minneapolis, MN (MSP) 5,888 Denver, CO (DEN) - Norfolk-Virginia Beach, VA (ORF) 2,598 Kansas City, MO (MCI) - Tallahassee, FL (TLH) 6,205 Des Moines, IA (DSM) - Harrisburg, PA (MDT) 3,556 Columbia, SC (CAE) - Houston, TX (HOU) 3,634 Gulfport, MS (GPT) - Washington, DC (WAS) 4,647 San Francisco, CA (SFO) - Syracuse, NY (SYR) 3,547 Jackson, MS (JAN) - Milwaukee, WI (MKE) 5,568 New York, NY (NYC) - San Jose, CA (SJC) 3,002 Omaha, NE (OMA) - Knoxville, TN (TYS) 3,596 Baton Rouge, LA (BTR) - Indianapolis, IN (IND) 4,240 Charleston, WV (CRW) - Dallas, TX (DFW) 4,244 Des Moines, IA (DSM) - Fort Myers, FL (RSW) 3,859 Houston, TX (HOU) - Santa Barbara, CA (SBA) 6,373 Pittsburgh, PA (PIT) - St. Louis, MO (STL) 3,179 Westchester County, NY (HPN) - Milwaukee, WI (MKE) 3,142 Pensacola, FL (PNS) - St. Thomas, VI (STT) 5,346 Harrisburg, PA (MDT) - Minneapolis, MN (MSP) 3,659 Pittsburgh, PA (PIT) - Seattle, WA (SEA) 2,610 Austin, TX (AUS) - Greenville, SC (GSP) 2,984 Albuquerque, NM (ABQ) - Boston, MA (BOS) 3,294 Las Vegas, NV (LAS) - Syracuse, NY (SYR) 2,755 Houston, TX (HOU) - Monterey, CA (MRY) 6,287 Jackson, MS (JAN) - San Juan, PR (SJU) 6,244 Chattanooga, TN (CHA) - New York, NY (NYC) 5,046 Miami, FL (MIA) - Pensacola, FL (PNS) 5,066 Indianapolis, IN (IND) - Harrisburg, PA (MDT) 3,462 Gulfport, MS (GPT) - Greenville, SC (GSP) 4,923 Norfolk-Virginia Beach, VA (ORF) - Tallahassee, FL (TLH) 5,030 Phoenix, AZ (PHX) - Washington, DC (WAS) 3,416 Chicago, IL (CHI) - Orange County, CA (SNA) 3,726 Austin, TX (AUS) - Charleston, SC (CHS) 3,275 Baton Rouge, LA (BTR) - Detroit, MI (DTW) 5,080 ∆ HHI 217 215 215 215 214 214 214 213 213 213 212 212 211 211 211 210 210 208 207 207 207 207 206 205 205 204 203 203 203 202 201 201 201 Appendix Page 13 Case 1:13-cv-01236-CKK Document 72 Filed 09/05/13 Page 1 of 1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, et al., Plaintiffs, Case No. 1:13-cv-01236 (CKK) v. US AIRWAYS GROUP, INC. and AMR CORPORATION, Defendants. NOTICE OF AMENDED COMPLAINT Please take notice that pursuant to the Scheduling and Case Management Order entered by the Court on September 4, 2013, Plaintiffs filed an Amended Complaint. The Amended Complaint adds the State of Michigan as a plaintiff. The Amended Complaint also corrects certain calculation errors in Appendix A, which changed some of the HHIs in Appendix A. As a result, 29 city pairs have been removed from Appendix A. Based on the corrected data, 3 city pairs have also been added to Appendix A. Further, nine city pairs that include a city not served in 2013 by one of the defendants have been removed. Respectfully submitted on the 5th of September, 2013. /s Ryan J. Danks Attorney U.S. Department of Justice Antitrust Division 450 Fifth Street Northwest, Suite 8000 Washington, DC 20530 Phone: 202-305-0128 Fax: 202-307-2784 ryan.danks@usdoj.gov 1 AA Union Chastizes Texas AG For Role In $118 Merger Suit - Law360 Page 1 of3 Portfol¡o Med¡a. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www,law360.com Phone: +1 646783 7100 Fax: +1 646 7B37L6l I customerservice@law36o,com AA flnion Chastizes Texas AG For Role In $118 Merger Suit By Melissa Lipman Law360, New York (August 19,2013,4:18 PM ET) -- The pilots'union forAmerican Airlines on Monday criticized Texas Attorney General Greg Abbott for joining the U,S, Department of Justice's challenge to the carrier's $11 billion merger with U.S, Airways, warning that banning the merger would undercut the airline, The Allied Pilots Association, which represents American's 10,000 pilots, warned that the attorney general and gubernatorial candidate's decision to fight the merger could end up harming the Texas residents served by the very same local routes and jobs Abbott has professed a desire to protect. "If American Airlines and US Airways are not permitted to merge, American Airlines would emerge from bankruptcy as a standalone airline in a weak competitive position," APA wrote in an open letter to the attorney general, "The airline could then be forced to shed less profitable routes, affecting the very same markets in rural Texas that you voice concern about in opposing the merger." The DOJ and attorneys general from six states and the District of Columbia sued to block the merger on Aug. 13, warning that the deal would create the world's largest airline by passenger Volume, curb competition in key U,S, hubs and lead to higherfares, The deal, announced in February, is part of a plan to bring American's parent company, AMR Corp., out of bankruptcy, which had already won approval from creditors, European competition regulators and both airlines unions before the DOJ launched its challenge last week, Indeed, the unions stand to benefit under a deal inked shortly before the merger was announced, which would boost the value of APA's labor contracts by $522 million over six years. American's ground workers also stand to see a 4,3 percent pay raise if the deal goes through, the Transportation Workers Union said in January, On Monday, APA accused Abbott of contradicting his own campaign motto - which says the candidate is "fighting forTexas families and values" - by joining the DOJ's suit, "American Airlines remains the largest employer in North Texas, directly employing tens of thousands of hard-working, middle-class Texans and indirectly supporting many more jobs and businesses," the union wrote, APA said the merger would allow American to exit bankruptcy restructuring "on a level playing field" with United Air Lines Inc. and Delta Air Lines Inc,, both of which the DOJ has allowed to merge with major competitors in recent years. mhtml:file://H:\PlD\Vic\AA US Air Working file pdflAA Union Chastizes Texas AG For .,. 511912016 AA Union Chastizes Texas AG For Role In $1lB Merger Suit - Law360 Page 2 of 3 "We have to ask: Are you opposed to having a leading global carrier headquartered in Fort Worth?" the letter said. "Considering everything at stake - including the large number of jobs and the tax revenues they generate - that doesn't make any sense." Representatives for the attorney general's office and Abbott's gubernatorial campaign were not immediately available for comment Monday, but Abbott wrote in a recent column in The Dallas Morning News that he had no choice but to challenge the merger. "The legal violations appear so overt that it would offend my oath of office not to take action," Abbott wrote Friday in a column republished on his website, "American and US Airways compete directly on thousands of heavily traveled routes," Abbott wrote, "The merger would allow the new company to shed that competition and distort the marketplace - while harming competition for nearly 200 Texas routes." But the union urged Abbott to reconsider his position Monday, arguing that the claims that the suit will protect competition were misguided, "As for the notion that American Airlines and US Airways 'compete directly on thousands of heavily traveled nonstop and connecting routes,' that's not even close to accurate," APA said. "The two airlines compete directly on a total of 12 nonstop routes. Their route networks are highly complementary with very little overlap - much more so than in any other recent airline merger." Executives for the companies have been making that argument publicly since the deal was announced, but the DOJ and the state attorneys general say the carriers' internal documents tell a different story, !'The goal of the airlines appears to undermine free markets," Abbott wrote Friday, "The combined airlines will be able to extract higher fees and impose more onerous fares only because the free market system will be so distofted." by Richard Parker of O'Melveny & Myers LLP, who will be lead litigation counsel for the defendants in the antitrust suit, suppofted by Paul Denis of Dechert LLP and Rick Rule of Cadwalader Wickersham & Taft LLP, American is represented by Joe Sims of Jones Day and M.J. Moltenbrey of Paul Hastings LLP. US Airways is represented US Airways is also represented by Latham & Watkins LLP as lead M&A counsel and O'Melveny & Myers LLP on labor issues, American is represented by Weil Gotshal & Manges LLP as lead M&A and bankruptcy counsel, K&L Gates LLP, and Debevoise & Plimpton LLP as special aircraft counsel. American's ad hoc committee, mostly composed of bondholders, is represented by Milbank Tweed Hadley & McCloy LLP. The unsecured creditors committee is being advised by antitrust partner James Keyte and counsel Kenneth Schwartz of Skadden Arps Slate Meagher & Flom LLP, and by attorneys from Togut Segal & Segal LLP. Moelis & Co, and Mesirow Financial are serving as financial advisers to the unsecured creditors committee. The case is United States of America, et al., v, US Airways Group, Inc., et al,, case No. 1: 13-cv-01236, in the U,S. District Court for the District of Columbia' --Additional reporting by Liz Hoffman, Jonathan Randles and Maria Chutchian. Editing by Chris Yates. mhtml:file://H:\PlDWic\AA US Air Working file pdflAA Union Chastizes Texas AG For .., 511912016 AA Union Chastizes Texas AG For Role In $11B Merger Suit - Law360 Page 3 of3 All Content O 2003-2013, Portfolio Media, Inc. mhtml:file://H:\PID\Vic\AA US Air Working file pdf\AA Union Chastizes Texas AG For .., 511912016 Becky A. Roberts From: Sent: To: Subject: Cynthia Kinser Wednesday, August 14, 2013 4:04 PM Vic Domen; Larry Harrington AA-US Airways own statements lead to lawsuit against merger - Nashville Business Journal http://m.bizjournals.com/nashville/news/news-wire/2013/08/14/aa-usairways-merger-oppositionanalysis.html?ana=e_du_pub&s=article_du&ed=2013-0814&u=yC6EwYmJc4aXwKxLZckOKQldlB5&t=1376514128&r=full Sent from my iPhone 1 NEW YORK COURTS TO PASSENGER VICTIMS OF 11 HOUR TARMAC CONFINEMENT: DROP DEAD IT’S AN AIRLINE “SERVICE”, NO RECOVERY ALLOWED EXCEPT FOR PHYSICAL INJURY OR DEATH New York City, January 21, 2013 Three New York based courts have ruled that even though US DOT rules now prohibit as an unfair and deceptive practice holding airline passengers more than 3 hours on the tarmac and require that they be provided with basic sustenance after 2 hours, passengers held for 7 to 11 hours cannot sue for damages, unless they were physically injured or killed. Prior to enactment of the DOT Three Hour Rule in 2009, which was proposed and advocated for mainly by FlyersRights.org and a coalition it formed in 2007, up to 250,000 were being held on the tarmac for over 3 hours for reasons of commercial convenience by airlines. www.msnbc.msn.com/id/35766268/ns/travel-rob_lovitt_columns www.faa.gov/documentLibrary/media/Notice/N7110.524.pdf In Biscone v JetBlue Airways Corporation, a midlevel appeal court for Brooklyn, Queens and Long Island on December 26, 2012 upheld a lower court decision dismissing a complaint by the plaintiff and about 1,300 others who were held for 11 hours on the tarmac at JFK Airport on Valentine’s Day 2007, with inadequate food, water, bathroom facilities or breathable air. The court found this was an airline “service” immune from lawsuits, even though the plaintiff alleged that the confinement was based on knowing, repeated false statements motivated by pecuniary gain for the airline and its employees: i.e. that the flight was about to take off and the confinement was weather related. A passenger who demanded to exit the aircraft was loudly threatened with 20 years imprisonment under the Patriot Act by the flight crew. These courts accepted the airline argument that in enacting the Airline Deregulation Act of 1978 which deregulated air fares and scheduling and prohibited state re-regulation, Congress also intended to bar all tort lawsuits such as false imprisonment, fraud or infliction of emotional distress where an airline’s conduct relates to its operations, unless the passenger was injured or killed. See www.courts.state.ny.us/Reporter/3dseries/2012/2012_09019.htm Jetblue’s CEO and founder David Neeleman, who has been named as a witness in the Biscone case, publicly apologized profusely for the snafu and admitted the airline did a “horrible job” in not deplaning its passengers as other airlines had done that day. Within a month he had lost his position as CEO. www.cnbc.com/id/17165981/JetBlue_CEO_Tells_CNBC_We_Didn... usatoday30.usatoday.com/travel/flights/2007-05-10-jetblue... In Joseph v JetBlue a US District in upstate New York reached a similar conclusion in a case involving a 7 hour confinement in October 2011 in Hartford Connecticut. lawyersusaonline.com/wp-files/pdfs-4/joseph-v-jetblue.pdf The Plaintiff passenger Katharine Biscone, a New York City comedy writer and television performer, has appealed to the New York Court of Appeals, the state’s highest court. Her attorney Paul Hudson noted that in similar circumstances no other appeal court and nearly all other lower courts have refused to dismiss complaints involving extended tarmac confinements based on federal preemption grounds, and that another federal court had previously declined to dismiss her case and remanded it to state court finding there was no federal jurisdiction. www.leagle.com/xmlResult.aspx?xmldoc=In%20FDCO... Ms Biscone also appealed another order of the court which held that by filing a lawsuit in New York, she had waived all rights to personal privacy of her medical records, psychological records and tax returns which the court found could be disseminated without the restrictions provided for in commonly used confidentiality protective orders for electronically filed cases. In a previous case involving 7,000 passengers trapped on the tarmac by Northwest Airlines passengers in Detroit in 1999 for 3 to 9 hours received, settlements paid passengers up to several thousand dollars each. In another recent case involving Continental Airlines and ExpressJet, a DOT consent order a required compensation to passengers. abcnews.go.com/Business/story?id=88807&page=1 www.dot.gov/briefing-room/us...tarmac-delay-rule-violations For more information contact: Aviation Consumer Action Project acapaviation@yahoo.com 800662-1923 AIR&S%Ct E R L A THE VOTUME 23, NUMBER 2,2010 AM ERICAN BAR ASSOCIATION Airline Passenger Tarmac Confinements and Delays: Reasonable Regulation Trumps Market Forces he U.S. Department of Transportation (DOT) recently adopted regulations to protect passengers from extended taffnac confinements and reduce flight delays aggravated by unrealistic scheduling. This article recounts the history of tarmac confinernents that 1ed to the new regulations, discusses key elements of the current and proposed additional DOT rules, and reviews recent passenger litigation seeking compensation. It concludes that, because the litigation model is broken, an alternative fixedcompensation system similar to DOT's regulaticns requiring airlines to provide specific compensation to passengers who are denied boarding (the so-called bumping rule) is needed. Historical overview Deregulation in the United States of air fares, schedules, and service substituted a latgely urrregulated market model (except for safefy) for a model based on detailed public utility*type government regulation, thus beginning a s'ave of deregulation in numerous ofher industries such as the telecommunications and energy supply industries' After the warning signs from Enron's collapse and unsafe Chinese imports, the financial crisis of 2008 and the BP Gulf of Mexico oil spill of 2010 have demonstrated that deregulation and self-regulation of formedy closely regulated industries have their lilrits. Air transportation is the primary-and often the only*means of long-distance travel for the general public. Efficient, relatively low-cost air transportation is an essential component of a modern econorny and a way of life in Amertcan sociefy. With airline deregulatlon came deregulation of scheduling, giving airlines the right to schedule their flights at airports (other than those subject to slot resfrictions) without rcgard to any capacity limitations continued on Poge 17 Airline Passenger Tarmac Confinements and Delays continued from poge Northn'est confined them to their aircrall for 3 to 12 hours on the tarfirac, notn'ithstanding the pleas of pilots to release the passengers. This incident receivecl national publicitv. Congress held hearings, ancl introduced passerlger rights legislatic,n $'ith bipartisan sltpport. A class action also x'as flled in state collrt, resulting in a holiday trar.el of about 12,000 passengers. Many n ere confined on the tarinac for 3 to 11 hours, often u.ithout at a particular airport, the right to lirnit liatrilitl'to passengers for flight clelays, and exemption of airlines frorn state and local consnrner protection las.s that govern other public accomrnodation inclustries such as hotels, restaLlrants, stores, and even airports.l As air traffic increased in the 1980s and 1990s, the capaciq'of Lj.S. airports did not keep pace. No new rnajor airport--u'itle the excep- tion of Denver-has been built in the United States for 30 years. Aidines negatecl the nujor stmtegy for increasing airpofi capacify by phasing out s'ide-bodied jets canying 300-500 passeflgers in preference fbr narrow and meclium-boclieci jets with 80-250 seats, thereby greatll, increasing the number of flights, but carrying ferver passerrgers per flight. Consequently, since the 1980s, air trayel has becotne significantly slon'er ancl less reliable. Airlines, fbr competitive cost-cutting leasons, have reclucecl r€serves of equiprnent ancl fliglrt crerl's to less than 1 percent. Any systen that operates at near capacity cluring nonnal times will sufler clelays and breakdon'n ir-t sifuations of clisrrrption or stress.l Tarmac confinernents of 3 to 12 hours are a manif'estatiol of a laclt of reserwes, lack of contingency planning fbr knon.n disruptions such as stormy $'eather, and congestion at major hub or chokepoint airports brought on by cleregulation, and abetted by the extrerne pay clifferential for flight crews for flight pay on the tarrnac verslls stand-by pay when aircraft are dockecl at a gate.3 Tannac confinernents first canle to wicle public attention in January 1999 q.hen a snowstonn over the Nern'Year's holiclay week grounded Norlhnest Airlines aircraft at its hub airport in Detroit, affecting over 4,O00 passeng€rs. Rather than allow passengers to deplane to the airpor-t terrninal, adequate settlernent of $7. 15 rnillion, 'with palrnlents to passengers of $1,OOO food, hyclration, breathable air, and sanitation facilities. Overall, thousancls of pas- to $2,O00.{ serlgefs \vere In June 1999, the leacl sponsor ancl chair of the Senate Comnterce Colnrnittee announcecl he rr'zrs delayecl or sfrandecl for one to four n'ithdrawing the proposed pas- clays.e A, sec- senger rights legislation in light of the airlines' representations that oncl incident that leceir.ed extensive media attention occurrecl they l'oulcl adopt voluntarJ'customer sen'ice standarcls to preverlt firtrlre tannac confinements under DOT sqrervision ancl correct other consurller abuses. By 2000, holever, according to a DOT study, 27 percent of flights *'ere delayeci, divertecl, ol canceled, rvhicir u'as rrvice tltc rrtrurber in 1995.i In response to tl-re public ancl political pressu{e, l}rost U.S. airlines then adoptecl r.ague arrcl nonbinding custorner serwice stanclarcls.6 Thereafter, the protrlem of tarmac confinemenfs diminishecl with a clecline in air traffic caused by a recession, the dot-con1 bust, and the t€rrofist attacks of Septernber 1 1, 2001. Subsequently., ho$'ever, chronic flight delays and tannac confinernents letumed as air traflic volumes recovered to, and ultirnately exceeclecl, 1-999 levels.T By 20O7, estirnates indicated that as many as 250,000 passengers per year experiencecl tarmac confinements of over three hours.s Trvo incidents in particular reignitecl public anger ancl fi'ustration. On Decernber 29, 20O6, thunderstorms around Dallas, Texas, promptecl Anerican Airlines to divert ovL-r 100 incoming flights from its hub airport (DFW) t<; 17 other airports, affecting the I By 2007 , as many as 250,000 passengers per year experienced tarmac confinements of over three hours. on Valentine's l)ay (Fetrruary 14), 2007, involrring JetBlue Airq.ays flights held on the tannac at New York's JFK International Airport for 3 to 12 hours, involving as rnany as 2,000 passengers, whose flights n'ere then cancelecl.l0 Congress again held hearings and introducecl passenger rights legislation, which $'as nof enactecl.ll In the absence of fecleral legislation, the state of Nen' York enacted its own legislation requiring airlines operating in that state to provide passengers x'ith adequate foocl, water, ancl sanitation facilities for passengers confined on the tarmac after tsvo hours, subject to fines and civil enforcement by the state attorney general. The Air Transport Association, representing the major U.S. airlines, irnmediately challenged the statute. It q.'as uphelcl in U.S. District Court for the Northem District of Nelr' York, rn'hich found it to be a valicl Huclson is a Nen York attolnet' and executive director of ihe nonprofit Aviation Consurrer Action Proiect, a national advocate for air travelers oir issues of Par"rl safet'r,, securii,r', ancl corsnmer rights, Volnnre 23, No. 2,2O1O a- (^-^- r..-.'-,^- exercise of state power over healtl-r morrths subject to civil penalties ancl safetY, but was overtumed as unconstitutional bY the U'S' Court of ApPeals for the Second a.s Circuit. The appeals court ruled under the docttine of fecleral preemption based on the StrPretnacY Clause in the Li.S' Constitution that the Airline Deregulation Act of 1973 (ADA) prohibited state legislation regulating tannac confinements, and that such regulatory power could onlY be exercised by the f-ederal governnlent uncler the ADA.12 DOT, meanwhile, issued net' regulations generally requiriug U.S. aidines to allow passengers to cleplane in the event of a tartnac None of the DOT rules nor any legislation provides for compensation to passengers for tarmac confinements and flight delays, dela). of over three hours, rvith airlines being poten- tially srrbject to civil penalties of up to $27,500 Per passenger for violation of the regulatior-rs.1l Since the rreq'DOT regulations becarne eff'ec- tive on APril 29,2O1O, the nttmber of tarmac confinetnents has plungecl ancl flight cancellations, despite iudustry preciictions to the contrary, have not increased' Flight delays also have declined and this improvernent is expectecl to contintre.l4 The DOT regttlations require aidines to adiust their schedules to reduce unrealistically scheduled flights, post on-tine infbrrnation on websites, and eliminate chronically late f'lights. A chtonically delayecl flight is defined as one that is late more than 30 rninutes over 5O percent of the time clttr' ing that month. The regulations make holding out a chronically clelayed flight for fottr consectttive Volume 23, No. 2,zOtO a deceptive, trnthir 1>ractice, or.- an unfair rtretlttld of corupetition''' This long-sor,rght truth-in-scheduling provision shoulcl eliminate the aidines' incentive to unrealistically overscheclule flights at popular tirnes that exceed an airPorl's capacity for competitive reasous'i(' In Jnne ?010, DOT ProPosecl adclitiorral rtrles that would reqrrire foreign air carriers to also adoPt tarinac delay contingency plarrs and improve trumping procedures, including increasing cornpensation fbr burnping (i'e., involuntary clenial of boatcling of ticketed passengers dlle to overselling of tickers) to $650/$i,300 fi'orn the present $400/$800 based on the length of clelay. The prcposed rule also coulcl enable conslliller acticns in state and local courts fbr darnages for confinernents on troard aircraft clurilg extenclecl tarlnac clelays.1? Unlihe the br'rmping rule, none of the rules ihus far adoPted bY the DOT rtor ilny Pending legislation provicles for conlpensation to passeugers in an1'sPecific arnounts fbr tannac corrfinements and fliglrt clelays, eveu if the delay is in violation of the three-irour nrle.iE Dantages for flight delay in the course of intematiotral travel is cornpensable under the Montreal Convention of 1999, Providing for darnages up to about $6,ooo.ie Judicial response to confinements The recent history of litigittion by passengers trg. 9. Cl:rire Cunrltings, P(tssettser\ Sttrcle ott Platte ot'er I IIottrs. Drltrs .Monrtrt; Nens, Dec. 30, 2006, ctailable at lTrtp:// qrvn'.d:rlIasuen's. coln/shar edcontcnt/ 33 I Reduce Dela,t'l N.Y. TIrrrs, Nor" li, 2QO7, rt ra ila tile aI hftp://rvs'*"n]tifl1es. con'/ 2OO7 / I 1 / lj,/business/1 5airlines. html?-r= 1&ret=air-tlavel. I cm.com/2007Travel/O2l 1 i/passen- gers.strancled/irtclcx.lrttnl; Jeff Bailel', letBlue's C'EO Is ''llottiJied" AJier Fliers Arc Strurtded, N.Y. Ttrrrs, Feb. 19, 2OO7, a ua i I a bI e trt http://\1$T'. u1'titles. con/ 20O7 / 02/ 19lbusiness/1 9ietbluc.htrd. 11. Ai rli ne Se ru i ce I il 4) tl.r.'e ne tt ts: Hcfl ri, g 1 BeJbrc tlte Senate Cotrtttt. or1 Cotrtrrterce, Scietrce E Trailspo,t{ttiott, 110th Curg. (Apr. 11, 2O07); AL,ifitiott Cr.nrcutner Issttt's: Heating Bejbre the Horrse Conrnt. ot1 n'1rtspoftatiott ttnd ltj).astructrr?, l10th Cong. (Apr. 20, 2007) ($'itness testilllony nn([ ttrnscril)ts ar.ailable on conxniftre \rebsitcs). 12. Air Trausport r\ss'n of Am. r'' Cttomo' 52O p.3r1 218 (2d Cir'. 2008) (tifit,g Rowe \'' N.H. l.Iotor Tlans. Ass'n. 522 U.S' 364, 128 Volnme rvhe're platre has comc to conil;lete stop). 1J. Iinhancing Airline Passetgcr I'rorecrions. 7,i }:ecl. Reg. 68,983 (Dec. 30, 2009); Posting of Flight Delay Data on Web Sitcs, Ti l:e(l. Re€i. 34,92i (lture lr. 2010). f .i. Scott licciirtne)', Fl-f irtg 7'ltis Stttnnrer -ltrlr' Lsn ? Sn T'errilsle AJTer"lli. \\'.v r Sr , ,1.' 1 5. 20 1 0, {t r'{t il{, bl e I t ht4l7',ronlirre.n-sj. com,/alticle/SB1 000 1 :i2{0i l7-i870+7+68 0'ii7i36(i90197'1021*506.lrturl?mod=\\'SJ-fturst., Lost; Life'sil'le,Lif'estyle*6; Dlr' r ol' Trnrrrt; I)r:r..u's Dour f)IHrtltlcrt.ll ts Jt'tl: ltrorr Lrst Yl.rn, DOT Altt Tnlt:t. Col;trllt Iurrt>u, f)OT i68-10 (Sept. 13. 2Oi0) (3 iliglrts risonmcnt clain at'ising lt'ottr tamrac coqfinement not preelrptecl); Daniel l'' Virgin Atl. Ainva-vs f.td., 59 F. Supp. 2c1 986 (N.D. Cal. 1998) (international passenger"s clelal' rrncl inconvenience cogrrizable ttncler \Yars.r$' Convention); Ra1' r'. Am. Aidines, Itc., 609 F.3d 917 (8th Cir. 2010) (aftimting roceclural ltrle); Ilarper r'. An-r. Airlines. Inc., \o. 09-61, 2010 \i-I114t647 (5th Cir. llar. 2J, 2010) (declining to entertairr interlocutory a;rpeal); q,l. Lieclrttrng r-. Ton'er Ail Lrc., 269 A.D.2d 363,7O2 \.Y.S.Zd 111 (N.Y. App. Dir'. 2000) (granting class certification);1r; re Nigeria Charter-Flights Contract titig., 233 F.R.D. 297 (E.D.N.Y. 2006) (class certitied, brrt subseqrtently decertitiecl)', see getrcrall-t'. Tlronras A. Dickerson, Fligltt Dela-ys: TIN: Passer?gers ltigh$ e Rerrrerdie.s, Irr'r. Tulrr.rnsJ., Issr.re 2 (Spring 200A)J autilable ./t httl);/l\f-$11-.courts.state. n\-.us/tandr/ flightdelays.htnl. 27. The Class Action F'airness Act of 2005 Airlilrc PR.\qrrcr cR Pnoc., $ 1785 rr.17. Sorne legal scholars qllestion n'hether nationzil class actions a1e lrossible given the coltrt discretion arxl the marry hurdles faced ro certify. S1'n ry.tos i tr s ee ge t wa I 1.1' \\rrucrn.ilIn,rrn-Krre, ? Petspect i res on Aggregt,te.h/sIic{,. i8 l,'. Itrr. L. Rlr. 1027 (2010); llichael tliller, Il:te Class Actiott ({7t.) .ttir,rcss Act {t'2o05: Cottkl It Spell the End of thc .lhtltisnte cottsunter class Act/oF?. 36 Pn'p. L- Rrv. 879 (2009). No f'ederal court hls celtifleal li national clnss ,rction lbr tat]r1ac conlil:ements or llight dela;s sirrce 2005. 28. j2 Arr. Jtn. k> I-alse lillptisonfircnt $ 1 (2007). Othcr causes of action inclucle breach of contract (ho$'ever', contlacts of carriage are n.ritten enfireh'bv aillines ancl invariably coltain excrtlpaton' clattses that negate liabilin'and most damages unless overriclden bt'federai la*', and federal colrrts have clisallor-ecl these actior.ts based on preerlptiou of state doctrines of aclhesiorr, unconscionabilitr', :rncl state consunler protectiolr s!:rtutes that other$"ise pfotect consumers front oterreaching or ilh.rson' conarircts), negligr'nce (hos'ever, this usualll recluires phlsical injury-), fiaucl anci deceit (reqtriring proof of detlirnental reliance). outrurge, or inteltional intlictiott of emotionnl clistress (genernlly requiring acts that are outralleolrs ancl outside the bounds of civilizecl societ_r'). ,fee Flanni r'. Am. i\irlines, Inc.. \o. 08-732, 2008 \\-L 27:+O3,ii (N.D. Cal. Julr' 11, 2008)r Ra-v r'. Am. Airlines. Inc.. \o. 08-i025, 2008 \\L 2J23913 (\\'.D. Arli. Jtrne 2. 2008); Orcler f)ent'ing Pleintifts' liotion for Class Cer-tillcation, Granting lJet'enclat}t's )lotion tbr Sunrmary .Iudg4nert, ancl f)etrt'ing Colleen O'Conner's llotion fbr Intefiention, Hanni r'- Am. Airlines, Inc., ]io. O8-732 (N.D. Cal..Ian. 1i. 2010) (ECF No. 365) (disrnissing contract ciaims fbr overrtight acconrnodatiorrs). Hatttti,2010 wL 1176435; RttJ', 921I.i (airline passengets conserlt to lenflth]' conlinenent on aircrati and rnust aifirmativell. \1ithdla\\' tltat consent br-r'equest to cleplane to tlight crerl')r c-1. Scofielcl l Critical Air'i{edicine Q996):32 Arr. Jur. 2o False ltnpriso,tnett $ 5J (2007); Rrsr:rrL:urrr or Tonrs Sr:coso $$ 8928, 40A, 4), 41; Frcurltientl,t, Incluced Co,$e,tt to Irientionctl Torts, 46 Ll. Crr. L. Rn'. 71 (1977) (consent urust be clearil. manif'est and lury not be b:rsed on deceit, appatert legal ar.rthorit.v, or tlueat of for-ce). 3O. The litigatior rnodel fbl snrall or even mediurn-sized claims b1' aidine passengers is clearly broken, Litigation expenses and attot'ney f-ees fol a l.r$-suit are in the tens of thousancls of dollars, \rhich only an airline c;rn easill' aflbrd. lven rvealthl'consurners cannot iusfifi- lifigation expenses far in excess of potential recoveries, essentiall)' granting aillines imprmity to deny claims. In tlre onl1' f$.o kno$,n cztses (Koczara t.'. \{.ayns 6t. & Xortbu'est Airliaeq lrc., No. 99-900422 (\\ia]'ne Cty. Cir. Ct., llich.), an on behalf of American Antitrust Institute Wednesday, August 28, 2013 10:19 AM Vic Domen Antitrust and Travel Industry Experts FAQs About the DOJ's Move to Block US AirwaysAmerican Merger Sent: To: Subject: Right-click download help protec Outlo ok pr auto matic d this pictu re In ternet. A A I Masthe Antitrust and Travel Industry Experts Release "Frequently Asked Questions" About the U.S. Department of Justice's Move to Block the Merger of US Airways and American Airlines WASHINGTON, DC - August 28, 2013 - The American Antitrust Institute (AAI) and Business Travel Coalition (BTC) today released "Frequently Asked Questions" (FAQs) regarding the move by the U.S. Department of Justice (DOJ) and Attorneys General of six states (Arizona, Florida, Tennessee, Texas, Pennsylvania, and Virginia) and the District of Columbia to block the proposed merger of US Airways and American Airlines (US AirwaysAA). A number of questions have arisen in the wake of the DOJ's lawsuit to stop the merger. "The FAQs are designed to provide airline consumers and industry stakeholders with a straightforward explanation of the many complex antitrust issues associated with the merger," explained AAI's Vice President Diana Moss. "The action to block the merger is a significant effort by state and federal enforcers to safeguard airline competition and consumers for years to come." The FAQs topics range from the effect of the merger on competition and consumers to the litigation process. SAMPLE FAQs:       Why would the DOJ block this airline merger and not previous airline mergers? How can DOJ and the airlines be so far apart in their estimates of how much the proposed merger will affect competition? Why can't problems with the proposed merger be resolved by slot divestitures at Reagan Washington National airport? Won't American fail without the merger? Will Southwest Airlines and other low-cost carriers ensure competition and keep the big legacy carriers, including a merged US Airways-AA, in check? Why did the government address airline "ancillary" fees in the Complaint, and how is the move to challenge the merger related to other regulatory issues involving fees? The AAI-BTC FAQs on the US Airways-AA merger note that competition enforcers have updated their merger analysis to reflect dramatically changed markets. "There is greater 1 emphasis on system-wide consequences from reduced competition and from coordinated effects, that can include tacit agreements among airlines to reduce service and capacity, raise fares and fees, change consumer-facing policies, and lower quality," stated BTC Chairman Kevin Mitchell. "When there were nine major carriers in 2005, it made sense to focus analysis substantially on non-stop overlapping markets," explained BTC's Mitchell. "But now that we have five, going on four, major airline systems, evaluation of connecting services become more prominent in their price disciplining role," added Mitchell. Media Contacts: Diana Moss, AAI dmoss@antitrustinstitute.org 720-233-5971 Kevin Mitchell, BTC mitchell@businesstravelcoalition.com 610-999-9247 ### About American Antitrust Institute (www.antitrustinstitute.org) The American Antitrust Institute is an independent Washington-based non-profit education, research, and advocacy organization. Our mission is to increase the role of competition, assure that competition works in the interests of consumers, and challenge abuses of concentrated economic power in the American and world economy. Our list of contributors is available upon request to aai@antitrustinstitute.org. About Business Travel Coalition (www.businesstravelcoalition.com) BTC is an advocacy organization dedicated to interpreting industry and government policies and practices and providing a platform for the managed-travel community to influence issues of strategic importance to their organizations. BTC represents the interests of the managed travel community in Washington and Brussels and within the travel industry. Forward email Right-click here to download pictures. To help protect y ou r priv acy , Outlo ok prev ented auto matic downlo ad o f this pictu re from the In ternet. Right-click he download pic help protect y Outlo ok prev auto matic dow this pictu re fro In ternet. This email was sent to vic.domen@ag.tn.gov by aai@antitrustinstitute.org Update Profile/Email Address Instant removal with SafeUnsubscribe™ Privacy Policy. American Antitrust Institute 2919 Ellicott Street, NW Washington DC 20008-1022 2 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Charlotte, NC (CLT) - Durango, CO (DRO) Charlotte, NC (CLT) - Dallas, TX (DFW) Charlotte, NC (CLT) - St. Croix, VI (STX) Dallas, TX (DFW) - Philadelphia, PA (PHL) Kahului, HI (OGG) - Tampa, FL (TPA) Kapaa, HI (LIH) - St. Louis, MO (STL) Fresno, CA (FAT) - Tampa, FL (TPA) Dallas, TX (DFW) - Phoenix, AZ (PHX) Miami, FL (MIA) - Monterey, CA (MRY) Indianapolis, IN (IND) - Kahului, HI (OGG) El Paso, TX (ELP) - Fresno, CA (FAT) Columbus, OH (CMH) - Palm Springs, CA (PSP) Miami, FL (MIA) - Santa Barbara, CA (SBA) Kapaa, HI (LIH) - Miami, FL (MIA) El Paso, TX (ELP) - Monterey, CA (MRY) Pittsburgh, PA (PIT) - St. Croix, VI (STX) Dallas, TX (DFW) - Greensboro, NC (GSO) Hilo, HI (KOA) - Miami, FL (MIA) Hilo, HI (KOA) - St. Louis, MO (STL) Kahului, HI (OGG) - St. Louis, MO (STL) Dallas, TX (DFW) - Norfolk-Virginia Beach, VA (ORF) Greensboro, NC (GSO) - St. Croix, VI (STX) Monterey, CA (MRY) - St. Louis, MO (STL) El Paso, TX (ELP) - Kapaa, HI (LIH) Charlotte, NC (CLT) - Palm Springs, CA (PSP) Charlotte, NC (CLT) - Fresno, CA (FAT) Fresno, CA (FAT) - Milwaukee, WI (MKE) Palm Springs, CA (PSP) - St. Louis, MO (STL) Austin, TX (AUS) - Santa Barbara, CA (SBA) Dallas, TX (DFW) - Richmond, VA (RIC) Charleston, WV (CRW) - New York, NY (NYC) Kahului, HI (OGG) - Omaha, NE (OMA) Austin, TX (AUS) - Monterey, CA (MRY) Charlotte, NC (CLT) - Kahului, HI (OGG) Austin, TX (AUS) - Kapaa, HI (LIH) Palm Springs, CA (PSP) - Tampa, FL (TPA) Milwaukee, WI (MKE) - Palm Springs, CA (PSP) Chicago, IL (CHI) - Charlottesville, VA (CHO) Fresno, CA (FAT) - Miami, FL (MIA) Post-Merger HHI 10,000 9,324 10,000 9,083 9,040 8,930 8,659 8,921 9,540 8,174 8,320 7,704 8,042 8,439 8,415 10,000 8,120 7,329 7,785 8,888 7,786 10,000 6,982 9,185 8,016 7,903 7,185 6,753 6,499 8,372 6,407 6,897 6,547 10,000 6,499 6,968 6,319 8,865 9,061 ∆ HHI 4,742 4,653 4,647 4,497 4,478 4,448 4,259 4,205 4,079 4,006 3,866 3,703 3,634 3,619 3,612 3,600 3,557 3,528 3,418 3,331 3,312 3,299 3,277 3,206 3,185 3,165 3,164 3,085 3,068 3,048 3,034 3,033 3,027 3,022 3,006 2,985 2,966 2,949 2,948 CITY PAIR Dallas, TX (DFW) - Monterey, CA (MRY) Pittsburgh, PA (PIT) - Palm Springs, CA (PSP) El Paso, TX (ELP) - Honolulu, HI (HNL) Fresno, CA (FAT) - Indianapolis, IN (IND) Fresno, CA (FAT) - San Antonio, TX (SAT) Dallas, TX (DFW) - Kapaa, HI (LIH) Raleigh-Durham, NC (RDU) - St. Thomas, VI (STT) Phoenix, AZ (PHX) - St. Thomas, VI (STT) Austin, TX (AUS) - Palm Springs, CA (PSP) El Paso, TX (ELP) - Kahului, HI (OGG) Columbus, OH (CMH) - Fresno, CA (FAT) Austin, TX (AUS) - Fresno, CA (FAT) Dallas, TX (DFW) - Fresno, CA (FAT) Kansas City, MO (MCI) - Kahului, HI (OGG) Dallas, TX (DFW) - Ontario, CA (ONT) Des Moines, IA (DSM) - Kahului, HI (OGG) Milwaukee, WI (MKE) - Kahului, HI (OGG) Kapaa, HI (LIH) - Tucson, AZ (TUS) Charlotte, NC (CLT) - Reno, NV (RNO) Dallas, TX (DFW) - Hilo, HI (KOA) Detroit, MI (DTW) - Fresno, CA (FAT) Santa Barbara, CA (SBA) - St. Louis, MO (STL) Columbus, OH (CMH) - St. Croix, VI (STX) Albuquerque, NM (ABQ) - Monterey, CA (MRY) El Paso, TX (ELP) - Hilo, HI (KOA) Atlanta, GA (ATL) - Fresno, CA (FAT) Charlotte, NC (CLT) - Tucson, AZ (TUS) Charlotte, NC (CLT) - Ontario, CA (ONT) Fresno, CA (FAT) - Pittsburgh, PA (PIT) Detroit, MI (DTW) - Palm Springs, CA (PSP) Albuquerque, NM (ABQ) - Kapaa, HI (LIH) Charlotte, NC (CLT) - Grand Junction, CO (GJT) Kansas City, MO (MCI) - Palm Springs, CA (PSP) Albuquerque, NM (ABQ) - Santa Barbara, CA (SBA) Hilo, HI (KOA) - Orlando, FL (MCO) Hartford, CT (BDL) - St. Thomas, VI (STT) Charlottesville, VA (CHO) - St. Louis, MO (STL) Dallas, TX (DFW) - Palm Springs, CA (PSP) Miami, FL (MIA) - Palm Springs, CA (PSP) Post-Merger HHI 7,448 6,446 8,116 6,099 6,197 7,991 6,493 6,178 6,428 6,861 6,320 7,074 8,423 6,274 8,978 6,793 6,867 6,680 6,887 6,671 6,057 5,691 8,177 6,759 9,515 5,717 5,647 5,750 6,024 5,443 6,473 6,077 5,473 6,410 5,588 5,373 6,691 8,959 7,592 ∆ HHI 2,938 2,932 2,923 2,905 2,895 2,892 2,845 2,843 2,839 2,808 2,801 2,795 2,774 2,772 2,770 2,753 2,717 2,700 2,672 2,664 2,662 2,656 2,621 2,575 2,574 2,571 2,567 2,503 2,501 2,491 2,484 2,475 2,455 2,455 2,454 2,444 2,438 2,428 2,423 Appendix Page 1 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Denver, CO (DEN) - St. Thomas, VI (STT) Minneapolis, MN (MSP) - St. Croix, VI (STX) Miami, FL (MIA) - Kahului, HI (OGG) Columbus, OH (CMH) - Kahului, HI (OGG) Philadelphia, PA (PHL) - St. Thomas, VI (STT) Indianapolis, IN (IND) - St. Croix, VI (STX) Dallas, TX (DFW) - Raleigh-Durham, NC (RDU) Palm Springs, CA (PSP) - San Antonio, TX (SAT) Albuquerque, NM (ABQ) - Fresno, CA (FAT) Greensboro, NC (GSO) - Miami, FL (MIA) Charlotte, NC (CLT) - Key West, FL (EYW) Charlotte, NC (CLT) - Orange County, CA (SNA) Albuquerque, NM (ABQ) - Hilo, HI (KOA) Albuquerque, NM (ABQ) - Honolulu, HI (HNL) Monterey, CA (MRY) - Tucson, AZ (TUS) Indianapolis, IN (IND) - Palm Springs, CA (PSP) Dallas, TX (DFW) - Pittsburgh, PA (PIT) Fresno, CA (FAT) - St. Louis, MO (STL) Dallas, TX (DFW) - Westchester County, NY (HPN) Philadelphia, PA (PHL) - Palm Springs, CA (PSP) Atlanta, GA (ATL) - Palm Springs, CA (PSP) Hartford, CT (BDL) - Dallas, TX (DFW) Columbia, SC (CAE) - Dallas, TX (DFW) Raleigh-Durham, NC (RDU) - San Juan, PR (SJU) Philadelphia, PA (PHL) - Tucson, AZ (TUS) Miami, FL (MIA) - Phoenix, AZ (PHX) Phoenix, AZ (PHX) - San Juan, PR (SJU) Chicago, IL (CHI) - Charlotte, NC (CLT) Detroit, MI (DTW) - St. Croix, VI (STX) Chattanooga, TN (CHA) - Chicago, IL (CHI) Charleston, SC (CHS) - Miami, FL (MIA) St. Thomas, VI (STT) - Washington, DC (WAS) Austin, TX (AUS) - Hilo, HI (KOA) Santa Barbara, CA (SBA) - Tucson, AZ (TUS) Boston, MA (BOS) - Key West, FL (EYW) Norfolk-Virginia Beach, VA (ORF) - St. Thomas, VI (STT) Dallas, TX (DFW) - Reno, NV (RNO) San Juan, PR (SJU) - Sacramento, CA (SMF) Boston, MA (BOS) - Palm Springs, CA (PSP) Post-Merger HHI 5,838 5,878 7,973 7,136 9,203 8,140 7,889 5,514 5,708 5,699 5,573 5,196 7,026 5,692 7,706 5,055 8,393 5,756 5,037 6,764 5,169 8,326 7,648 4,765 4,757 4,928 4,755 5,982 8,834 6,818 5,380 4,617 5,363 7,273 6,327 5,239 8,668 4,709 4,922 ∆ HHI 2,407 2,402 2,388 2,383 2,362 2,349 2,341 2,313 2,305 2,278 2,268 2,265 2,237 2,227 2,199 2,198 2,191 2,185 2,168 2,137 2,119 2,118 2,113 2,109 2,098 2,090 2,075 2,051 2,039 2,039 2,037 2,022 2,008 2,004 1,984 1,968 1,953 1,950 1,947 CITY PAIR Kapaa, HI (LIH) - Orlando, FL (MCO) Greensboro, NC (GSO) - St. Thomas, VI (STT) Dallas, TX (DFW) - Savannah, GA (SAV) Hartford, CT (BDL) - Key West, FL (EYW) Dallas, TX (DFW) - Santa Barbara, CA (SBA) Kahului, HI (OGG) - San Antonio, TX (SAT) Las Vegas, NV (LAS) - San Juan, PR (SJU) Nashville, TN (BNA) - St. Thomas, VI (STT) Charlotte, NC (CLT) - Honolulu, HI (HNL) Charleston, SC (CHS) - St. Thomas, VI (STT) Orlando, FL (MCO) - Kahului, HI (OGG) Dallas, TX (DFW) - Sacramento, CA (SMF) Fresno, CA (FAT) - Philadelphia, PA (PHL) Cincinnati, OH (CIN) - St. Croix, VI (STX) Charlotte, NC (CLT) - San Jose, CA (SJC) El Paso, TX (ELP) - Santa Barbara, CA (SBA) Miami, FL (MIA) - Norfolk-Virginia Beach, VA (ORF) Kahului, HI (OGG) - Pittsburgh, PA (PIT) Omaha, NE (OMA) - Palm Springs, CA (PSP) Austin, TX (AUS) - Kahului, HI (OGG) Anchorage, AK (ANC) - El Paso, TX (ELP) Boston, MA (BOS) - Tucson, AZ (TUS) Houston, TX (HOU) - St. Thomas, VI (STT) Dallas, TX (DFW) - Greenville, SC (GSP) Fresno, CA (FAT) - Orlando, FL (MCO) Kahului, HI (OGG) - Tucson, AZ (TUS) Boston, MA (BOS) - Fresno, CA (FAT) Fresno, CA (FAT) - Minneapolis, MN (MSP) Charlottesville, VA (CHO) - Fayetteville, AR (XNA Key West, FL (EYW) - Philadelphia, PA (PHL) Austin, TX (AUS) - Charlotte, NC (CLT) Austin, TX (AUS) - Tucson, AZ (TUS) San Diego, CA (SAN) - San Juan, PR (SJU) Charlottesville, VA (CHO) - Minneapolis, MN (MSP) Fresno, CA (FAT) - Tucson, AZ (TUS) Las Vegas, NV (LAS) - St. Thomas, VI (STT) Charlotte, NC (CLT) - Miami, FL (MIA) San Juan, PR (SJU) - St. Louis, MO (STL) San Antonio, TX (SAT) - Tucson, AZ (TUS) Post-Merger HHI 5,457 5,466 7,094 4,983 6,048 5,275 4,883 5,903 5,637 5,230 4,514 7,494 5,844 8,601 5,038 8,179 4,355 5,506 4,635 5,961 7,220 5,168 7,185 6,372 5,123 5,099 5,173 4,959 5,258 4,530 5,600 5,300 4,198 4,883 7,380 7,530 7,087 4,512 4,923 ∆ HHI 1,946 1,944 1,936 1,931 1,909 1,901 1,885 1,877 1,845 1,844 1,834 1,833 1,831 1,831 1,815 1,805 1,801 1,800 1,799 1,791 1,789 1,780 1,771 1,759 1,750 1,728 1,713 1,705 1,702 1,697 1,693 1,687 1,678 1,669 1,667 1,665 1,646 1,599 1,597 Appendix Page 2 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Dallas, TX (DFW) - Knoxville, TN (TYS) Greensboro, NC (GSO) - San Juan, PR (SJU) Orlando, FL (MCO) - Palm Springs, CA (PSP) Buffalo, NY (BUF) - Fayetteville, AR (XNA) Syracuse, NY (SYR) - Fayetteville, AR (XNA) Miami, FL (MIA) - Philadelphia, PA (PHL) Honolulu, HI (HNL) - San Antonio, TX (SAT) St. Louis, MO (STL) - St. Thomas, VI (STT) Albuquerque, NM (ABQ) - Charlotte, NC (CLT) Honolulu, HI (HNL) - Omaha, NE (OMA) Charlotte, NC (CLT) - San Antonio, TX (SAT) Norfolk-Virginia Beach, VA (ORF) - San Juan, PR (SJU) Miami, FL (MIA) - Reno, NV (RNO) Orlando, FL (MCO) - Monterey, CA (MRY) Dallas, TX (DFW) - San Jose, CA (SJC) Chattanooga, TN (CHA) - Dallas, TX (DFW) Westchester County, NY (HPN) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Dallas, TX (DFW) Richmond, VA (RIC) - St. Thomas, VI (STT) Little Rock, AR (LIT) - Syracuse, NY (SYR) Savannah, GA (SAV) - St. Croix, VI (STX) Seattle, WA (SEA) - San Juan, PR (SJU) Charleston, SC (CHS) - Dallas, TX (DFW) Cleveland, OH (CLE) - St. Croix, VI (STX) Chicago, IL (CHI) - Huntsville, AL (HSV) Cleveland, OH (CLE) - St. Thomas, VI (STT) Minneapolis, MN (MSP) - Kahului, HI (OGG) Chicago, IL (CHI) - St. Thomas, VI (STT) Chicago, IL (CHI) - Palm Springs, CA (PSP) New Orleans, LA (MSY) - St. Thomas, VI (STT) Durango, CO (DRO) - Miami, FL (MIA) Dallas, TX (DFW) - Syracuse, NY (SYR) Charlottesville, VA (CHO) - Des Moines, IA (DSM) Denver, CO (DEN) - San Juan, PR (SJU) Honolulu, HI (HNL) - Tucson, AZ (TUS) Philadelphia, PA (PHL) - Fayetteville, AR (XNA) Des Moines, IA (DSM) - Honolulu, HI (HNL) Minneapolis, MN (MSP) - St. Thomas, VI (STT) Des Moines, IA (DSM) - Reno, NV (RNO) Post-Merger HHI 7,796 4,835 4,336 4,703 4,609 5,610 4,711 6,580 4,986 4,545 5,158 5,474 4,566 5,045 9,421 6,641 4,437 4,745 5,002 4,209 5,215 3,824 5,316 7,993 4,974 4,286 4,426 4,065 6,637 5,276 5,283 4,010 5,161 3,816 4,340 4,537 4,983 4,568 4,282 ∆ HHI 1,589 1,574 1,571 1,555 1,545 1,543 1,541 1,541 1,540 1,531 1,519 1,517 1,502 1,492 1,489 1,489 1,484 1,476 1,466 1,462 1,462 1,462 1,457 1,449 1,446 1,431 1,430 1,425 1,420 1,418 1,417 1,409 1,397 1,381 1,380 1,377 1,371 1,370 1,350 CITY PAIR Philadelphia, PA (PHL) - St. Croix, VI (STX) Honolulu, HI (HNL) - Indianapolis, IN (IND) Boston, MA (BOS) - Fayetteville, AR (XNA) Albuquerque, NM (ABQ) - Kahului, HI (OGG) Charlottesville, VA (CHO) - Phoenix, AZ (PHX) Charlotte, NC (CLT) - El Paso, TX (ELP) Des Moines, IA (DSM) - Fresno, CA (FAT) Dallas, TX (DFW) - San Diego, CA (SAN) Dallas, TX (DFW) - Jacksonville, FL (JAX) Dallas, TX (DFW) - San Juan, PR (SJU) Palm Springs, CA (PSP) - Washington, DC (WAS) Des Moines, IA (DSM) - Tucson, AZ (TUS) Fresno, CA (FAT) - Omaha, NE (OMA) St. Louis, MO (STL) - Tucson, AZ (TUS) Nashville, TN (BNA) - San Juan, PR (SJU) Austin, TX (AUS) - Honolulu, HI (HNL) Key West, FL (EYW) - Raleigh-Durham, NC (RDU) Charlottesville, VA (CHO) - Omaha, NE (OMA) Chattanooga, TN (CHA) - San Francisco, CA (SFO) Columbus, OH (CMH) - Honolulu, HI (HNL) Des Moines, IA (DSM) - Palm Springs, CA (PSP) Washington, DC (WAS) - Fayetteville, AR (XNA) Dallas, TX (DFW) - Huntsville, AL (HSV) Miami, FL (MIA) - Louisville, KY (SDF) Philadelphia, PA (PHL) - San Jose, CA (SJC) Boston, MA (BOS) - Kapaa, HI (LIH) Kahului, HI (OGG) - Philadelphia, PA (PHL) St. Thomas, VI (STT) - Tallahassee, FL (TLH) Raleigh-Durham, NC (RDU) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - Milwaukee, WI (MKE) Fresno, CA (FAT) - Kansas City, MO (MCI) Des Moines, IA (DSM) - Ontario, CA (ONT) Indianapolis, IN (IND) - St. Thomas, VI (STT) Boston, MA (BOS) - Santa Barbara, CA (SBA) New York, NY (NYC) - Palm Springs, CA (PSP) Dallas, TX (DFW) - Washington, DC (WAS) Dallas, TX (DFW) - Tallahassee, FL (TLH) Columbus, OH (CMH) - St. Thomas, VI (STT) Westchester County, NY (HPN) - Louisville, KY (SDF) Post-Merger HHI 9,330 3,926 4,474 5,134 6,867 5,268 5,037 6,869 7,106 7,234 4,360 4,786 3,874 4,306 4,957 4,531 4,746 5,087 5,000 3,984 4,797 4,214 8,135 3,843 3,728 5,009 5,157 5,006 4,878 4,656 3,980 4,661 4,761 5,013 3,955 7,095 5,582 4,530 4,898 ∆ HHI 1,331 1,328 1,327 1,322 1,319 1,317 1,311 1,310 1,304 1,303 1,300 1,292 1,292 1,273 1,262 1,259 1,247 1,237 1,225 1,225 1,223 1,221 1,218 1,217 1,215 1,210 1,199 1,192 1,190 1,187 1,184 1,179 1,179 1,174 1,174 1,163 1,152 1,146 1,145 Appendix Page 3 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Post-Merger HHI Cincinnati, OH (CIN) - Dallas, TX (DFW) 6,098 Charlotte, NC (CLT) - New York, NY (NYC) 5,427 Hilo, HI (KOA) - Tucson, AZ (TUS) 4,981 Los Angeles, CA (LAX) - St. Thomas, VI (STT) 7,828 Dallas, TX (DFW) - Fort Myers, FL (RSW) 7,652 Dallas, TX (DFW) - Harrisburg, PA (MDT) 3,722 Tampa, FL (TPA) - Tucson, AZ (TUS) 3,663 Dallas, TX (DFW) - Lexington, KY (LEX) 7,647 El Paso, TX (ELP) - Minneapolis, MN (MSP) 5,393 Detroit, MI (DTW) - Kahului, HI (OGG) 4,623 Dallas, TX (DFW) - Tucson, AZ (TUS) 8,370 Orlando, FL (MCO) - Santa Barbara, CA (SBA) 4,729 Chicago, IL (CHI) - Philadelphia, PA (PHL) 3,773 Pittsburgh, PA (PIT) - St. Thomas, VI (STT) 6,199 Chicago, IL (CHI) - Phoenix, AZ (PHX) 3,835 Boston, MA (BOS) - Reno, NV (RNO) 3,228 Miami, FL (MIA) - Washington, DC (WAS) 3,354 Miami, FL (MIA) - Fayetteville, AR (XNA) 5,213 Tampa, FL (TPA) - Fayetteville, AR (XNA) 4,809 Chicago, IL (CHI) - Kapaa, HI (LIH) 4,812 Charlottesville, VA (CHO) - Seattle, WA (SEA) 3,998 Fort Myers, FL (RSW) - Fayetteville, AR (XNA) 4,835 Orlando, FL (MCO) - Tucson, AZ (TUS) 3,508 Dallas, TX (DFW) - Orange County, CA (SNA) 9,283 Charlottesville, VA (CHO) - San Diego, CA (SAN) 3,640 New York, NY (NYC) - Fayetteville, AR (XNA) 4,353 Dallas, TX (DFW) - St. Thomas, VI (STT) 6,531 Norfolk-Virginia Beach, VA (ORF) - Fayetteville, AR (XNA) 4,322 Dallas, TX (DFW) - Honolulu, HI (HNL) 6,579 Orlando, FL (MCO) - Fayetteville, AR (XNA) 4,751 Fresno, CA (FAT) - New York, NY (NYC) 4,255 Santa Barbara, CA (SBA) - Salt Lake City, UT (SLC 4,720 Austin, TX (AUS) - Columbia, SC (CAE) 4,351 Fresno, CA (FAT) - Washington, DC (WAS) 4,112 Fresno, CA (FAT) - Houston, TX (HOU) 4,575 Detroit, MI (DTW) - Tucson, AZ (TUS) 3,293 Chicago, IL (CHI) - San Juan, PR (SJU) 4,623 Philadelphia, PA (PHL) - Orange County, CA (SNA) 3,113 Phoenix, AZ (PHX) - Richmond, VA (RIC) 3,462 ∆ HHI 1,143 1,141 1,138 1,136 1,136 1,134 1,128 1,128 1,121 1,115 1,111 1,110 1,110 1,105 1,105 1,097 1,097 1,089 1,089 1,089 1,073 1,066 1,059 1,057 1,055 1,054 1,050 1,049 1,049 1,047 1,046 1,043 1,043 1,038 1,036 1,027 1,023 1,021 1,018 CITY PAIR Cleveland, OH (CLE) - Dallas, TX (DFW) Indianapolis, IN (IND) - Tucson, AZ (TUS) Los Angeles, CA (LAX) - San Juan, PR (SJU) Dallas, TX (DFW) - West Palm Beach (PBI) San Francisco, CA (SFO) - San Juan, PR (SJU) Durango, CO (DRO) - San Antonio, TX (SAT) San Juan, PR (SJU) - Fayetteville, AR (XNA) San Francisco, CA (SFO) - St. Thomas, VI (STT) Ontario, CA (ONT) - Tampa, FL (TPA) Charlotte, NC (CLT) - Los Angeles, CA (LAX) Boston, MA (BOS) - St. Thomas, VI (STT) Boston, MA (BOS) - Little Rock, AR (LIT) Key West, FL (EYW) - Phoenix, AZ (PHX) Westchester County, NY (HPN) - San Diego, CA (SAN) New York, NY (NYC) - Tucson, AZ (TUS) Knoxville, TN (TYS) - Fayetteville, AR (XNA) Harrisburg, PA (MDT) - St. Louis, MO (STL) Louisville, KY (SDF) - San Juan, PR (SJU) New York, NY (NYC) - Ontario, CA (ONT) Boston, MA (BOS) - Ontario, CA (ONT) Charlotte, NC (CLT) - San Diego, CA (SAN) Honolulu, HI (HNL) - Philadelphia, PA (PHL) Pittsburgh, PA (PIT) - Fayetteville, AR (XNA) Ontario, CA (ONT) - San Antonio, TX (SAT) Charleston, SC (CHS) - San Juan, PR (SJU) Dallas, TX (DFW) - Rochester, NY (ROC) Chicago, IL (CHI) - Fresno, CA (FAT) Honolulu, HI (HNL) - St. Louis, MO (STL) Atlanta, GA (ATL) - Grand Junction, CO (GJT) Nashville, TN (BNA) - New York, NY (NYC) Kansas City, MO (MCI) - Tucson, AZ (TUS) St. Louis, MO (STL) - Syracuse, NY (SYR) Birmingham, AL (BHM) - St. Thomas, VI (STT) Huntsville, AL (HSV) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Kansas City, MO (MCI) Dallas, TX (DFW) - Kahului, HI (OGG) Detroit, MI (DTW) - St. Thomas, VI (STT) Grand Junction, CO (GJT) - Philadelphia, PA (PHL) Austin, TX (AUS) - Philadelphia, PA (PHL) Post-Merger HHI 4,486 3,763 4,164 8,081 3,252 5,052 4,985 4,846 3,341 5,485 4,575 3,387 5,114 3,559 3,967 4,759 3,526 4,899 3,084 3,066 5,734 3,978 4,235 4,014 5,048 3,776 4,549 4,515 3,588 3,481 3,780 3,539 5,001 3,944 5,451 8,258 3,512 4,499 2,915 ∆ HHI 1,013 1,013 1,012 1,010 1,009 1,007 1,000 995 992 989 979 969 968 965 963 958 954 951 950 928 926 925 917 914 912 910 908 907 893 892 890 890 889 885 883 882 879 878 878 Appendix Page 4 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Chicago, IL (CHI) - Santa Barbara, CA (SBA) Boston, MA (BOS) - Dallas, TX (DFW) Charlotte, NC (CLT) - San Juan, PR (SJU) Philadelphia, PA (PHL) - San Antonio, TX (SAT) Richmond, VA (RIC) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - Kansas City, MO (MCI) Detroit, MI (DTW) - El Paso, TX (ELP) New York, NY (NYC) - Santa Barbara, CA (SBA) Westchester County, NY (HPN) - Fayetteville, AR (XNA) Chicago, IL (CHI) - West Palm Beach (PBI) Harrisburg, PA (MDT) - Fayetteville, AR (XNA) Columbus, OH (CMH) - Orange County, CA (SNA) Chicago, IL (CHI) - El Paso, TX (ELP) Austin, TX (AUS) - Greensboro, NC (GSO) Montgomery, AL (MGM) - Fayetteville, AR (XNA) Montgomery, AL (MGM) - Phoenix, AZ (PHX) El Paso, TX (ELP) - Philadelphia, PA (PHL) Austin, TX (AUS) - Orange County, CA (SNA) Phoenix, AZ (PHX) - Knoxville, TN (TYS) Westchester County, NY (HPN) - St. Louis, MO (STL) Miami, FL (MIA) - Ontario, CA (ONT) Little Rock, AR (LIT) - Philadelphia, PA (PHL) Dallas, TX (DFW) - Grand Junction, CO (GJT) Birmingham, AL (BHM) - St. Croix, VI (STX) Lexington, KY (LEX) - Phoenix, AZ (PHX) Houston, TX (HOU) - Palm Springs, CA (PSP) Charlotte, NC (CLT) - Fayetteville, AR (XNA) Las Vegas, NV (LAS) - Santa Barbara, CA (SBA) Little Rock, AR (LIT) - Miami, FL (MIA) Orlando, FL (MCO) - Ontario, CA (ONT) Fort Myers, FL (RSW) - St. Thomas, VI (STT) New Orleans, LA (MSY) - San Juan, PR (SJU) Little Rock, AR (LIT) - Rochester, NY (ROC) Kapaa, HI (LIH) - Washington, DC (WAS) Louisville, KY (SDF) - St. Thomas, VI (STT) Columbus, OH (CMH) - Tucson, AZ (TUS) Des Moines, IA (DSM) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Denver, CO (DEN) Boston, MA (BOS) - Gainesville, FL (GNV) Post-Merger HHI 4,819 5,606 7,386 2,927 4,157 3,287 4,561 4,872 4,657 6,093 4,567 3,066 5,120 4,490 5,064 5,152 3,902 3,439 3,700 3,322 3,305 3,482 7,233 10,000 4,181 4,929 5,930 5,004 3,847 2,953 5,127 5,674 3,500 4,887 4,886 3,397 5,219 4,302 5,346 ∆ HHI 878 877 875 874 873 869 864 863 863 860 860 855 853 852 848 846 843 843 838 838 837 832 823 821 819 817 816 814 807 805 801 799 799 796 795 785 784 784 783 CITY PAIR Charlottesville, VA (CHO) - Los Angeles, CA (LAX) Charlotte, NC (CLT) - Sacramento, CA (SMF) Austin, TX (AUS) - Richmond, VA (RIC) Pittsburgh, PA (PIT) - Tucson, AZ (TUS) Key West, FL (EYW) - Washington, DC (WAS) Hartford, CT (BDL) - Fayetteville, AR (XNA) Tucson, AZ (TUS) - Washington, DC (WAS) Charlottesville, VA (CHO) - Milwaukee, WI (MKE) Kahului, HI (OGG) - Washington, DC (WAS) Dallas, TX (DFW) - Portland, OR (PDX) Greensboro, NC (GSO) - San Antonio, TX (SAT) Little Rock, AR (LIT) - Harrisburg, PA (MDT) Seattle, WA (SEA) - St. Thomas, VI (STT) San Antonio, TX (SAT) - Orange County, CA (SNA) Dallas, TX (DFW) - Montgomery, AL (MGM) Los Angeles, CA (LAX) - St. Louis, MO (STL) Omaha, NE (OMA) - Tucson, AZ (TUS) Birmingham, AL (BHM) - Miami, FL (MIA) Honolulu, HI (HNL) - Pittsburgh, PA (PIT) El Paso, TX (ELP) - Seattle, WA (SEA) Honolulu, HI (HNL) - Miami, FL (MIA) Honolulu, HI (HNL) - Tampa, FL (TPA) Miami, FL (MIA) - Raleigh-Durham, NC (RDU) Gainesville, FL (GNV) - San Juan, PR (SJU) Dallas, TX (DFW) - New York, NY (NYC) Westchester County, NY (HPN) - Indianapolis, IN (IND) Des Moines, IA (DSM) - San Jose, CA (SJC) Chattanooga, TN (CHA) - Phoenix, AZ (PHX) Columbia, SC (CAE) - Fayetteville, AR (XNA) Detroit, MI (DTW) - Grand Junction, CO (GJT) Little Rock, AR (LIT) - New York, NY (NYC) Chattanooga, TN (CHA) - Los Angeles, CA (LAX) Buffalo, NY (BUF) - Dallas, TX (DFW) Chicago, IL (CHI) - Hilo, HI (KOA) Rochester, NY (ROC) - Fayetteville, AR (XNA) Detroit, MI (DTW) - Ontario, CA (ONT) Miami, FL (MIA) - Tucson, AZ (TUS) Little Rock, AR (LIT) - Raleigh-Durham, NC (RDU) Raleigh-Durham, NC (RDU) - Washington, DC (WAS) Post-Merger HHI 3,900 3,986 3,835 3,255 3,876 4,199 3,981 5,375 4,700 4,765 4,719 4,050 4,204 3,570 8,376 4,736 3,272 3,586 4,474 4,387 4,481 3,403 3,319 6,576 5,162 3,744 3,651 5,224 5,277 3,495 2,997 5,159 3,590 4,809 4,513 2,905 4,278 3,707 3,411 ∆ HHI 782 777 776 773 772 772 767 764 761 756 751 750 748 748 746 744 736 733 729 728 726 725 724 724 723 723 718 718 716 714 712 711 708 708 705 699 696 693 692 Appendix Page 5 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR San Jose, CA (SJC) - St. Louis, MO (STL) Pittsburgh, PA (PIT) - Orange County, CA (SNA) Hartford, CT (BDL) - Phoenix, AZ (PHX) Chicago, IL (CHI) - Tucson, AZ (TUS) West Palm Beach (PBI) - San Francisco, CA (SFO) Durango, CO (DRO) - Tampa, FL (TPA) Boston, MA (BOS) - Kahului, HI (OGG) Miami, FL (MIA) - San Diego, CA (SAN) Richmond, VA (RIC) - St. Louis, MO (STL) Chicago, IL (CHI) - Syracuse, NY (SYR) Philadelphia, PA (PHL) - San Diego, CA (SAN) Columbus, OH (CMH) - New York, NY (NYC) Nashville, TN (BNA) - St. Croix, VI (STX) Phoenix, AZ (PHX) - Fort Myers, FL (RSW) Westchester County, NY (HPN) - Seattle, WA (SEA) Reno, NV (RNO) - Tampa, FL (TPA) Columbus, OH (CMH) - Dallas, TX (DFW) Savannah, GA (SAV) - Fayetteville, AR (XNA) Little Rock, AR (LIT) - Pittsburgh, PA (PIT) Columbia, SC (CAE) - Los Angeles, CA (LAX) New York, NY (NYC) - Reno, NV (RNO) Orange County, CA (SNA) - Tampa, FL (TPA) Albuquerque, NM (ABQ) - Philadelphia, PA (PHL) Westchester County, NY (HPN) - Las Vegas, NV (LAS) Cleveland, OH (CLE) - San Juan, PR (SJU) San Juan, PR (SJU) - Tallahassee, FL (TLH) Cincinnati, OH (CIN) - St. Thomas, VI (STT) Des Moines, IA (DSM) - Philadelphia, PA (PHL) Houston, TX (HOU) - Kahului, HI (OGG) Richmond, VA (RIC) - San Francisco, CA (SFO) Boston, MA (BOS) - Monterey, CA (MRY) Atlanta, GA (ATL) - Kahului, HI (OGG) Dallas, TX (DFW) - Indianapolis, IN (IND) Detroit, MI (DTW) - Key West, FL (EYW) Orlando, FL (MCO) - San Jose, CA (SJC) Gainesville, FL (GNV) - Los Angeles, CA (LAX) Huntsville, AL (HSV) - Syracuse, NY (SYR) Columbus, OH (CMH) - San Jose, CA (SJC) Cincinnati, OH (CIN) - Westchester County, NY (HPN) Post-Merger HHI 3,553 2,862 3,045 4,811 3,238 5,017 4,044 2,993 2,976 4,598 4,906 3,140 9,444 2,711 3,511 3,854 7,592 4,952 3,419 3,605 2,886 2,872 3,204 2,975 3,338 5,177 4,816 3,270 5,285 3,125 5,303 4,665 7,197 5,219 2,754 5,109 4,545 3,066 4,686 ∆ HHI 689 687 687 686 684 682 682 682 681 678 676 674 671 670 668 663 662 659 659 657 656 655 655 655 653 651 649 645 645 645 644 643 643 641 640 639 636 635 634 CITY PAIR West Palm Beach (PBI) - Phoenix, AZ (PHX) Boston, MA (BOS) - Lexington, KY (LEX) Chicago, IL (CHI) - Richmond, VA (RIC) San Juan, PR (SJU) - Knoxville, TN (TYS) Jacksonville, FL (JAX) - Fayetteville, AR (XNA) Pensacola, FL (PNS) - Fayetteville, AR (XNA) Ontario, CA (ONT) - Philadelphia, PA (PHL) Chattanooga, TN (CHA) - Denver, CO (DEN) Kansas City, MO (MCI) - San Juan, PR (SJU) Orange County, CA (SNA) - St. Louis, MO (STL) Columbia, SC (CAE) - San Antonio, TX (SAT) Boston, MA (BOS) - Orange County, CA (SNA) Indianapolis, IN (IND) - San Juan, PR (SJU) Charlottesville, VA (CHO) - San Francisco, CA (SF Ontario, CA (ONT) - Washington, DC (WAS) Milwaukee, WI (MKE) - Tucson, AZ (TUS) Westchester County, NY (HPN) - Little Rock, AR (LIT) Detroit, MI (DTW) - Orange County, CA (SNA) Hartford, CT (BDL) - Little Rock, AR (LIT) Westchester County, NY (HPN) - Minneapolis, MN (MSP) Columbus, OH (CMH) - San Juan, PR (SJU) Chicago, IL (CHI) - Monterey, CA (MRY) Key West, FL (EYW) - San Francisco, CA (SFO) Westchester County, NY (HPN) - Knoxville, TN (TYS) Chattanooga, TN (CHA) - St. Louis, MO (STL) Philadelphia, PA (PHL) - Reno, NV (RNO) Detroit, MI (DTW) - San Juan, PR (SJU) Chicago, IL (CHI) - Harrisburg, PA (MDT) Kansas City, MO (MCI) - Knoxville, TN (TYS) Des Moines, IA (DSM) - West Palm Beach (PBI) Charlotte, NC (CLT) - St. Thomas, VI (STT) Boston, MA (BOS) - Louisville, KY (SDF) Charlotte, NC (CLT) - San Francisco, CA (SFO) Miami, FL (MIA) - San Jose, CA (SJC) Chicago, IL (CHI) - Knoxville, TN (TYS) Lexington, KY (LEX) - Kansas City, MO (MCI) Nashville, TN (BNA) - Rochester, NY (ROC) West Palm Beach (PBI) - Fayetteville, AR (XNA) Hilo, HI (KOA) - New York, NY (NYC) Post-Merger HHI 3,204 4,454 4,250 4,579 5,211 4,492 3,569 5,343 3,085 3,356 4,511 3,047 3,250 4,599 2,910 2,533 4,494 2,798 3,258 3,448 3,131 5,356 6,164 4,688 5,385 3,257 3,339 4,947 4,543 5,020 9,177 3,335 6,566 3,313 4,427 3,795 3,840 5,232 2,683 ∆ HHI 633 630 628 628 624 622 620 614 612 609 606 606 605 605 604 602 601 601 599 596 594 591 591 589 587 586 583 583 580 580 579 577 577 577 575 570 567 566 565 Appendix Page 6 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Nashville, TN (BNA) - Westchester County, NY (HPN) St. Thomas, VI (STT) - Knoxville, TN (TYS) Minneapolis, MN (MSP) - San Juan, PR (SJU) Jacksonville, FL (JAX) - Phoenix, AZ (PHX) Minneapolis, MN (MSP) - Ontario, CA (ONT) Fort Myers, FL (RSW) - San Francisco, CA (SFO) Pittsburgh, PA (PIT) - San Jose, CA (SJC) Columbus, OH (CMH) - Westchester County, NY (HPN) Detroit, MI (DTW) - Reno, NV (RNO) Charleston, SC (CHS) - Key West, FL (EYW) San Antonio, TX (SAT) - Savannah, GA (SAV) Chattanooga, TN (CHA) - Seattle, WA (SEA) Austin, TX (AUS) - Ontario, CA (ONT) Los Angeles, CA (LAX) - Richmond, VA (RIC) Monterey, CA (MRY) - New York, NY (NYC) San Antonio, TX (SAT) - Knoxville, TN (TYS) San Antonio, TX (SAT) - San Jose, CA (SJC) Des Moines, IA (DSM) - Knoxville, TN (TYS) Westchester County, NY (HPN) - Los Angeles, CA (LAX) Charlotte, NC (CLT) - Denver, CO (DEN) Phoenix, AZ (PHX) - Syracuse, NY (SYR) Richmond, VA (RIC) - Seattle, WA (SEA) Birmingham, AL (BHM) - San Juan, PR (SJU) New York, NY (NYC) - Kahului, HI (OGG) Norfolk-Virginia Beach, VA (ORF) - Phoenix, AZ (PHX) Chicago, IL (CHI) - San Jose, CA (SJC) Orlando, FL (MCO) - Orange County, CA (SNA) Baton Rouge, LA (BTR) - Lexington, KY (LEX) Dallas, TX (DFW) - Tampa, FL (TPA) Austin, TX (AUS) - Reno, NV (RNO) Santa Barbara, CA (SBA) - Washington, DC (WAS) Gainesville, FL (GNV) - New York, NY (NYC) Charlotte, NC (CLT) - Kansas City, MO (MCI) Charlotte, NC (CLT) - Phoenix, AZ (PHX) Montgomery, AL (MGM) - San Francisco, CA (SFO) Hilo, HI (KOA) - Washington, DC (WAS) San Diego, CA (SAN) - Tampa, FL (TPA) Chicago, IL (CHI) - St. Croix, VI (STX) Charlottesville, VA (CHO) - Little Rock, AR (LIT) Post-Merger HHI 4,351 5,261 3,176 3,050 2,857 2,681 2,903 6,310 3,275 5,545 4,287 5,320 4,018 2,905 5,542 4,405 4,077 4,300 3,258 5,189 3,298 3,084 5,331 2,993 3,132 4,802 2,750 4,938 6,378 4,193 5,304 4,830 5,296 6,243 5,057 4,514 2,600 9,841 5,886 ∆ HHI 565 564 564 564 563 563 560 560 558 557 555 555 552 552 551 551 548 548 548 546 544 544 543 543 541 539 537 535 535 534 533 533 533 530 529 529 528 528 527 CITY PAIR Denver, CO (DEN) - Lexington, KY (LEX) Kapaa, HI (LIH) - Phoenix, AZ (PHX) San Antonio, TX (SAT) - Sacramento, CA (SMF) Phoenix, AZ (PHX) - Tallahassee, FL (TLH) Key West, FL (EYW) - Greensboro, NC (GSO) Chicago, IL (CHI) - Jacksonville, FL (JAX) Pittsburgh, PA (PIT) - San Juan, PR (SJU) Greensboro, NC (GSO) - Fayetteville, AR (XNA) Boston, MA (BOS) - Des Moines, IA (DSM) Columbus, OH (CMH) - Fayetteville, AR (XNA) Charlotte, NC (CLT) - Seattle, WA (SEA) Dallas, TX (DFW) - Los Angeles, CA (LAX) Denver, CO (DEN) - Richmond, VA (RIC) Kapaa, HI (LIH) - New York, NY (NYC) Phoenix, AZ (PHX) - Fort Walton Beach, FL (VPS) Omaha, NE (OMA) - San Juan, PR (SJU) Los Angeles, CA (LAX) - Tallahassee, FL (TLH) Kansas City, MO (MCI) - Syracuse, NY (SYR) Miami, FL (MIA) - Sacramento, CA (SMF) Cincinnati, OH (CIN) - San Juan, PR (SJU) Greenville, SC (GSP) - Fayetteville, AR (XNA) Nashville, TN (BNA) - Washington, DC (WAS) Dallas, TX (DFW) - Salt Lake City, UT (SLC) Boston, MA (BOS) - Hilo, HI (KOA) Dallas, TX (DFW) - Las Vegas, NV (LAS) Des Moines, IA (DSM) - Raleigh-Durham, NC (RDU) Dallas, TX (DFW) - Fort Walton Beach, FL (VPS) Charlottesville, VA (CHO) - Las Vegas, NV (LAS) Des Moines, IA (DSM) - Jacksonville, FL (JAX) Ontario, CA (ONT) - St. Louis, MO (STL) Omaha, NE (OMA) - Syracuse, NY (SYR) San Jose, CA (SJC) - Tampa, FL (TPA) Orlando, FL (MCO) - Reno, NV (RNO) Charleston, SC (CHS) - St. Croix, VI (STX) Raleigh-Durham, NC (RDU) - Seattle, WA (SEA) Greensboro, NC (GSO) - Los Angeles, CA (LAX) Los Angeles, CA (LAX) - Raleigh-Durham, NC (RDU) Denver, CO (DEN) - Montgomery, AL (MGM) Nashville, TN (BNA) - Charlottesville, VA (CHO) Post-Merger HHI 3,415 4,543 3,274 5,470 5,612 2,959 4,171 4,916 2,605 4,343 4,926 5,187 2,855 2,752 3,529 3,521 5,315 3,349 2,774 3,442 5,272 4,076 4,506 4,509 6,373 3,832 9,022 5,346 4,522 3,842 3,346 3,037 3,072 9,341 2,590 3,342 2,869 5,661 6,270 ∆ HHI 526 526 524 523 523 520 520 519 518 517 517 516 516 514 512 508 504 504 503 502 501 499 499 498 498 498 496 495 495 493 491 490 488 488 487 484 481 476 476 Appendix Page 7 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Columbus, OH (CMH) - Reno, NV (RNO) Kahului, HI (OGG) - Phoenix, AZ (PHX) El Paso, TX (ELP) - Milwaukee, WI (MKE) Kansas City, MO (MCI) - Philadelphia, PA (PHL) Harrisburg, PA (MDT) - Phoenix, AZ (PHX) Cincinnati, OH (CIN) - Rochester, NY (ROC) Kansas City, MO (MCI) - Orange County, CA (SNA) Boston, MA (BOS) - Honolulu, HI (HNL) Little Rock, AR (LIT) - Richmond, VA (RIC) Chicago, IL (CHI) - Kahului, HI (OGG) Richmond, VA (RIC) - San Diego, CA (SAN) Durango, CO (DRO) - Philadelphia, PA (PHL) Detroit, MI (DTW) - Gulfport, MS (GPT) Cincinnati, OH (CIN) - Little Rock, AR (LIT) Key West, FL (EYW) - St. Louis, MO (STL) Atlanta, GA (ATL) - San Jose, CA (SJC) Des Moines, IA (DSM) - Montgomery, AL (MGM) Los Angeles, CA (LAX) - Montgomery, AL (MGM) San Francisco, CA (SFO) - Tallahassee, FL (TLH) Detroit, MI (DTW) - San Jose, CA (SJC) Hartford, CT (BDL) - Los Angeles, CA (LAX) Little Rock, AR (LIT) - Fort Myers, FL (RSW) El Paso, TX (ELP) - New York, NY (NYC) Chattanooga, TN (CHA) - Syracuse, NY (SYR) Columbus, OH (CMH) - Los Angeles, CA (LAX) Raleigh-Durham, NC (RDU) - San Francisco, CA (SFO) Charlotte, NC (CLT) - St. Louis, MO (STL) Denver, CO (DEN) - Fort Walton Beach, FL (VPS) Los Angeles, CA (LAX) - West Palm Beach (PBI) Miami, FL (MIA) - Orange County, CA (SNA) Rochester, NY (ROC) - Louisville, KY (SDF) Nashville, TN (BNA) - Syracuse, NY (SYR) Houston, TX (HOU) - Lexington, KY (LEX) Westchester County, NY (HPN) - Kansas City, MO (MCI) New York, NY (NYC) - Raleigh-Durham, NC (RDU) Indianapolis, IN (IND) - San Jose, CA (SJC) Omaha, NE (OMA) - West Palm Beach (PBI) Anchorage, AK (ANC) - Columbus, OH (CMH) Key West, FL (EYW) - New York, NY (NYC) Post-Merger HHI 4,533 4,623 3,620 4,543 3,941 3,105 2,507 4,142 4,152 4,738 3,411 5,257 4,883 4,541 4,897 3,691 5,393 5,000 5,781 2,931 2,629 4,582 4,710 5,225 2,829 2,659 6,103 3,761 3,421 3,141 3,431 4,010 3,989 3,029 2,628 3,193 4,576 3,993 3,735 ∆ HHI 476 475 474 474 474 473 472 472 471 467 466 466 465 461 460 458 456 456 455 454 451 451 450 450 450 447 447 446 445 442 441 440 440 439 439 437 436 435 434 CITY PAIR Post-Merger HHI Pittsburgh, PA (PIT) - San Diego, CA (SAN) 2,625 El Paso, TX (ELP) - Portland, OR (PDX) 4,077 Chicago, IL (CHI) - Mobile, AL (MOB) 4,718 Los Angeles, CA (LAX) - Lexington, KY (LEX) 3,480 Chattanooga, TN (CHA) - Las Vegas, NV (LAS) 5,739 Chicago, IL (CHI) - Reno, NV (RNO) 4,145 New York, NY (NYC) - St. Thomas, VI (STT) 4,727 Des Moines, IA (DSM) - Syracuse, NY (SYR) 3,540 Raleigh-Durham, NC (RDU) - San Antonio, TX (SAT) 2,819 Gainesville, FL (GNV) - Philadelphia, PA (PHL) 5,296 Norfolk-Virginia Beach, VA (ORF) - San Francisco, CA (SFO 2,619 San Francisco, CA (SFO) - Tampa, FL (TPA) 2,503 Raleigh-Durham, NC (RDU) - San Diego, CA (SAN) 2,545 Indianapolis, IN (IND) - Miami, FL (MIA) 3,367 Las Vegas, NV (LAS) - Miami, FL (MIA) 3,416 Pittsburgh, PA (PIT) - Reno, NV (RNO) 3,770 Indianapolis, IN (IND) - Ontario, CA (ONT) 4,118 Dallas, TX (DFW) - Orlando, FL (MCO) 6,437 Las Vegas, NV (LAS) - Richmond, VA (RIC) 2,632 Mobile, AL (MOB) - Phoenix, AZ (PHX) 3,393 Tallahassee, FL (TLH) - Fayetteville, AR (XNA) 5,582 Key West, FL (EYW) - Las Vegas, NV (LAS) 5,533 Mobile, AL (MOB) - St. Louis, MO (STL) 4,683 Ontario, CA (ONT) - Pittsburgh, PA (PIT) 3,463 Chattanooga, TN (CHA) - San Diego, CA (SAN) 5,736 Des Moines, IA (DSM) - San Diego, CA (SAN) 2,991 Montgomery, AL (MGM) - Seattle, WA (SEA) 5,549 Houston, TX (HOU) - Hilo, HI (KOA) 5,437 Nashville, TN (BNA) - Key West, FL (EYW) 4,663 Jacksonville, FL (JAX) - St. Thomas, VI (STT) 3,969 Charlotte, NC (CLT) - Omaha, NE (OMA) 4,495 Richmond, VA (RIC) - San Antonio, TX (SAT) 3,512 West Palm Beach (PBI) - St. Louis, MO (STL) 3,500 Boston, MA (BOS) - Huntsville, AL (HSV) 3,855 Philadelphia, PA (PHL) - San Juan, PR (SJU) 8,844 Columbus, OH (CMH) - Miami, FL (MIA) 3,540 Hartford, CT (BDL) - Baton Rouge, LA (BTR) 5,950 San Jose, CA (SJC) - Washington, DC (WAS) 2,594 Jackson, MS (JAN) - Phoenix, AZ (PHX) 2,850 ∆ HHI 431 431 431 431 431 430 430 430 429 428 427 427 426 426 424 423 421 419 418 415 415 415 415 414 413 413 412 411 404 404 404 403 403 402 400 399 398 397 397 Appendix Page 8 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Las Vegas, NV (LAS) - Harrisburg, PA (MDT) Austin, TX (AUS) - San Juan, PR (SJU) Reno, NV (RNO) - Washington, DC (WAS) Austin, TX (AUS) - Harrisburg, PA (MDT) Monterey, CA (MRY) - Phoenix, AZ (PHX) Boston, MA (BOS) - San Antonio, TX (SAT) Phoenix, AZ (PHX) - Pensacola, FL (PNS) Columbus, OH (CMH) - Ontario, CA (ONT) Denver, CO (DEN) - West Palm Beach (PBI) Baton Rouge, LA (BTR) - San Juan, PR (SJU) Austin, TX (AUS) - Durango, CO (DRO) Miami, FL (MIA) - Pittsburgh, PA (PIT) Austin, TX (AUS) - Charlottesville, VA (CHO) Baton Rouge, LA (BTR) - Columbus, OH (CMH) Phoenix, AZ (PHX) - Tampa, FL (TPA) Cleveland, OH (CLE) - Fayetteville, AR (XNA) Chattanooga, TN (CHA) - Houston, TX (HOU) Charlotte, NC (CLT) - Portland, OR (PDX) Chicago, IL (CHI) - Fort Walton Beach, FL (VPS) Atlanta, GA (ATL) - Reno, NV (RNO) Austin, TX (AUS) - Raleigh-Durham, NC (RDU) Miami, FL (MIA) - Richmond, VA (RIC) Charlotte, NC (CLT) - Las Vegas, NV (LAS) El Paso, TX (ELP) - Los Angeles, CA (LAX) Lexington, KY (LEX) - Syracuse, NY (SYR) Miami, FL (MIA) - Salt Lake City, UT (SLC) Memphis, TN (MEM) - San Juan, PR (SJU) New York, NY (NYC) - Washington, DC (WAS) Minneapolis, MN (MSP) - Tucson, AZ (TUS) Detroit, MI (DTW) - Fayetteville, AR (XNA) Baton Rouge, LA (BTR) - Richmond, VA (RIC) Des Moines, IA (DSM) - Orange County, CA (SNA) Dallas, TX (DFW) - Louisville, KY (SDF) Kahului, HI (OGG) - Salt Lake City, UT (SLC) Boston, MA (BOS) - Phoenix, AZ (PHX) Fort Myers, FL (RSW) - San Juan, PR (SJU) Columbus, OH (CMH) - San Diego, CA (SAN) Anchorage, AK (ANC) - Tampa, FL (TPA) Buffalo, NY (BUF) - Little Rock, AR (LIT) Post-Merger HHI 3,460 2,692 2,700 3,369 9,083 3,126 3,086 3,863 3,280 5,023 3,946 4,372 4,508 4,922 4,075 3,346 5,565 3,828 5,381 3,073 2,774 3,155 5,711 5,469 4,516 3,320 4,175 3,200 4,208 5,675 5,129 3,145 6,997 3,497 3,563 4,369 2,702 3,503 2,779 ∆ HHI 396 396 395 394 393 393 392 390 390 390 389 389 386 386 385 385 384 381 381 380 379 378 377 377 377 375 372 372 372 371 371 371 370 370 369 368 366 365 365 CITY PAIR Post-Merger HHI Reno, NV (RNO) - San Antonio, TX (SAT) 4,524 Chattanooga, TN (CHA) - Fayetteville, AR (XNA) 6,035 Chicago, IL (CHI) - Tallahassee, FL (TLH) 5,407 Austin, TX (AUS) - Los Angeles, CA (LAX) 3,130 Austin, TX (AUS) - Sacramento, CA (SMF) 3,323 Chattanooga, TN (CHA) - Kansas City, MO (MCI) 5,869 Gulfport, MS (GPT) - Minneapolis, MN (MSP) 5,688 Houston, TX (HOU) - Kapaa, HI (LIH) 5,668 Boston, MA (BOS) - El Paso, TX (ELP) 5,456 Atlanta, GA (ATL) - Ontario, CA (ONT) 3,281 Columbus, OH (CMH) - Syracuse, NY (SYR) 3,973 Kansas City, MO (MCI) - Raleigh-Durham, NC (RDU) 3,046 Little Rock, AR (LIT) - West Palm Beach (PBI) 5,040 Des Moines, IA (DSM) - Sacramento, CA (SMF) 2,629 Seattle, WA (SEA) - Fort Walton Beach, FL (VPS) 3,723 Austin, TX (AUS) - Huntsville, AL (HSV) 3,718 Des Moines, IA (DSM) - Greenville, SC (GSP) 4,251 New York, NY (NYC) - Norfolk-Virginia Beach, VA (ORF) 3,091 Gainesville, FL (GNV) - Louisville, KY (SDF) 5,418 Chicago, IL (CHI) - Raleigh-Durham, NC (RDU) 3,326 Denver, CO (DEN) - Kapaa, HI (LIH) 5,728 St. Louis, MO (STL) - Knoxville, TN (TYS) 5,379 Rochester, NY (ROC) - St. Louis, MO (STL) 3,063 Harrisburg, PA (MDT) - Seattle, WA (SEA) 3,640 Charlotte, NC (CLT) - Des Moines, IA (DSM) 4,500 Fort Myers, FL (RSW) - San Diego, CA (SAN) 2,930 Jacksonville, FL (JAX) - San Francisco, CA (SFO) 2,638 Orange County, CA (SNA) - Washington, DC (WAS) 2,798 Reno, NV (RNO) - St. Louis, MO (STL) 3,938 West Palm Beach (PBI) - Seattle, WA (SEA) 3,470 Los Angeles, CA (LAX) - Fort Myers, FL (RSW) 2,683 Charlotte, NC (CLT) - Salt Lake City, UT (SLC) 5,011 Lexington, KY (LEX) - San Francisco, CA (SFO) 3,416 Austin, TX (AUS) - Lexington, KY (LEX) 4,331 Des Moines, IA (DSM) - Mobile, AL (MOB) 4,564 El Paso, TX (ELP) - Salt Lake City, UT (SLC) 4,641 Austin, TX (AUS) - Savannah, GA (SAV) 4,641 Houston, TX (HOU) - Norfolk-Virginia Beach, VA (ORF) 2,739 Baton Rouge, LA (BTR) - Cincinnati, OH (CIN) 4,797 ∆ HHI 361 360 358 357 357 356 353 353 352 352 352 351 350 350 349 349 348 346 346 346 345 345 343 342 342 342 342 341 340 339 339 338 338 337 336 336 334 334 333 Appendix Page 9 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Post-Merger HHI Key West, FL (EYW) - Richmond, VA (RIC) 5,833 San Jose, CA (SJC) - Tucson, AZ (TUS) 5,027 Dallas, TX (DFW) - Detroit, MI (DTW) 4,001 Little Rock, AR (LIT) - Washington, DC (WAS) 3,013 Kansas City, MO (MCI) - Ontario, CA (ONT) 3,922 Huntsville, AL (HSV) - Kansas City, MO (MCI) 5,947 Boston, MA (BOS) - Grand Junction, CO (GJT) 5,419 Omaha, NE (OMA) - Orange County, CA (SNA) 2,541 Pensacola, FL (PNS) - San Juan, PR (SJU) 4,740 El Paso, TX (ELP) - San Jose, CA (SJC) 5,326 Durango, CO (DRO) - Pittsburgh, PA (PIT) 6,192 Chicago, IL (CHI) - Rochester, NY (ROC) 5,020 Memphis, TN (MEM) - Miami, FL (MIA) 4,462 Des Moines, IA (DSM) - Miami, FL (MIA) 3,715 Kansas City, MO (MCI) - Mobile, AL (MOB) 3,917 Des Moines, IA (DSM) - Gulfport, MS (GPT) 4,617 Cleveland, OH (CLE) - Miami, FL (MIA) 3,748 Dallas, TX (DFW) - Miami, FL (MIA) 6,662 Kansas City, MO (MCI) - Fort Walton Beach, FL (VP 4,599 Anchorage, AK (ANC) - Charlotte, NC (CLT) 4,572 Pittsburgh, PA (PIT) - San Antonio, TX (SAT) 2,599 Los Angeles, CA (LAX) - Knoxville, TN (TYS) 3,201 Des Moines, IA (DSM) - Washington, DC (WAS) 3,420 Kansas City, MO (MCI) - Harrisburg, PA (MDT) 3,532 Baton Rouge, LA (BTR) - Raleigh-Durham, NC (RDU) 4,815 Columbus, OH (CMH) - San Francisco, CA (SFO) 2,615 Grand Junction, CO (GJT) - Tampa, FL (TPA) 5,003 Jacksonville, FL (JAX) - Omaha, NE (OMA) 5,067 St. Louis, MO (STL) - Tallahassee, FL (TLH) 5,690 Indianapolis, IN (IND) - Los Angeles, CA (LAX) 2,535 Greenville, SC (GSP) - Los Angeles, CA (LAX) 3,094 Greensboro, NC (GSO) - Phoenix, AZ (PHX) 4,397 Hartford, CT (BDL) - New Orleans, LA (MSY) 2,920 Los Angeles, CA (LAX) - Norfolk-Virginia Beach, VA (ORF 2,594 Chattanooga, TN (CHA) - San Antonio, TX (SAT) 5,910 Jacksonville, FL (JAX) - Seattle, WA (SEA) 2,844 Hartford, CT (BDL) - San Diego, CA (SAN) 2,509 San Antonio, TX (SAT) - San Juan, PR (SJU) 2,667 Baton Rouge, LA (BTR) - Washington, DC (WAS) 3,742 ∆ HHI 332 331 330 329 328 328 328 327 327 327 326 326 325 324 323 323 321 321 321 321 321 320 320 319 318 317 317 317 316 316 316 315 315 314 313 313 312 311 311 CITY PAIR Harrisburg, PA (MDT) - San Antonio, TX (SAT) Nashville, TN (BNA) - Harrisburg, PA (MDT) Cleveland, OH (CLE) - Westchester County, NY (HPN) Harrisburg, PA (MDT) - Miami, FL (MIA) Boston, MA (BOS) - Fort Walton Beach, FL (VPS) San Juan, PR (SJU) - Salt Lake City, UT (SLC) Austin, TX (AUS) - Hartford, CT (BDL) Des Moines, IA (DSM) - Pittsburgh, PA (PIT) Des Moines, IA (DSM) - Los Angeles, CA (LAX) Chattanooga, TN (CHA) - Minneapolis, MN (MSP) Des Moines, IA (DSM) - Richmond, VA (RIC) Milwaukee, WI (MKE) - San Jose, CA (SJC) Omaha, NE (OMA) - Tallahassee, FL (TLH) Columbia, SC (CAE) - Kansas City, MO (MCI) San Diego, CA (SAN) - Syracuse, NY (SYR) Los Angeles, CA (LAX) - Pittsburgh, PA (PIT) Westchester County, NY (HPN) - San Francisco, CA (SFO) Boston, MA (BOS) - Tallahassee, FL (TLH) Dallas, TX (DFW) - St. Croix, VI (STX) Little Rock, AR (LIT) - Orlando, FL (MCO) Seattle, WA (SEA) - Syracuse, NY (SYR) Chicago, IL (CHI) - Key West, FL (EYW) Sacramento, CA (SMF) - St. Louis, MO (STL) Cincinnati, OH (CIN) - Miami, FL (MIA) Austin, TX (AUS) - Norfolk-Virginia Beach, VA (ORF) Seattle, WA (SEA) - Tallahassee, FL (TLH) Gainesville, FL (GNV) - New Orleans, LA (MSY) Phoenix, AZ (PHX) - Savannah, GA (SAV) Huntsville, AL (HSV) - Las Vegas, NV (LAS) Omaha, NE (OMA) - Raleigh-Durham, NC (RDU) Miami, FL (MIA) - St. Louis, MO (STL) Huntsville, AL (HSV) - Seattle, WA (SEA) Westchester County, NY (HPN) - Memphis, TN (MEM) Hilo, HI (KOA) - Phoenix, AZ (PHX) Monterey, CA (MRY) - Washington, DC (WAS) Austin, TX (AUS) - Pittsburgh, PA (PIT) Gulfport, MS (GPT) - New York, NY (NYC) Boston, MA (BOS) - Baton Rouge, LA (BTR) El Paso, TX (ELP) - Pittsburgh, PA (PIT) Post-Merger HHI 3,358 3,909 4,704 5,288 4,955 4,901 2,809 3,185 2,525 6,035 3,387 3,322 6,189 4,527 2,797 2,933 4,195 5,024 10,000 4,050 2,852 3,494 2,582 4,935 2,846 6,209 6,300 4,230 3,885 2,818 3,803 3,345 4,067 4,454 5,619 2,609 4,484 4,280 3,986 ∆ HHI 311 310 310 310 309 309 309 308 308 307 307 307 307 306 306 306 305 304 303 303 301 300 299 299 299 298 298 297 297 297 297 296 295 295 295 295 295 293 293 Appendix Page 10 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Little Rock, AR (LIT) - Tampa, FL (TPA) Key West, FL (EYW) - Louisville, KY (SDF) Greensboro, NC (GSO) - San Diego, CA (SAN) San Francisco, CA (SFO) - St. Louis, MO (STL) San Francisco, CA (SFO) - Fort Walton Beach, FL ( Hartford, CT (BDL) - San Juan, PR (SJU) Fort Myers, FL (RSW) - San Antonio, TX (SAT) Fresno, CA (FAT) - Phoenix, AZ (PHX) Philadelphia, PA (PHL) - Sacramento, CA (SMF) Chicago, IL (CHI) - Gulfport, MS (GPT) Memphis, TN (MEM) - Phoenix, AZ (PHX) Charleston, SC (CHS) - Los Angeles, CA (LAX) Los Angeles, CA (LAX) - Harrisburg, PA (MDT) Honolulu, HI (HNL) - Orlando, FL (MCO) Denver, CO (DEN) - Greensboro, NC (GSO) St. Louis, MO (STL) - St. Croix, VI (STX) Harrisburg, PA (MDT) - Louisville, KY (SDF) Lexington, KY (LEX) - Fayetteville, AR (XNA) Jackson, MS (JAN) - Minneapolis, MN (MSP) Hartford, CT (BDL) - Fort Walton Beach, FL (VPS) Gulfport, MS (GPT) - Phoenix, AZ (PHX) Montgomery, AL (MGM) - Minneapolis, MN (MSP) Syracuse, NY (SYR) - Knoxville, TN (TYS) West Palm Beach (PBI) - San Diego, CA (SAN) Sacramento, CA (SMF) - Tampa, FL (TPA) Little Rock, AR (LIT) - Norfolk-Virginia Beach, VA (ORF) Omaha, NE (OMA) - Pensacola, FL (PNS) Orlando, FL (MCO) - Phoenix, AZ (PHX) Dallas, TX (DFW) - Gainesville, FL (GNV) Indianapolis, IN (IND) - Syracuse, NY (SYR) New York, NY (NYC) - Tallahassee, FL (TLH) Jackson, MS (JAN) - New York, NY (NYC) St. Louis, MO (STL) - Washington, DC (WAS) Westchester County, NY (HPN) - Lexington, KY (LEX) Denver, CO (DEN) - Mobile, AL (MOB) Philadelphia, PA (PHL) - Seattle, WA (SEA) San Antonio, TX (SAT) - San Francisco, CA (SFO) Jacksonville, FL (JAX) - Little Rock, AR (LIT) Des Moines, IA (DSM) - Huntsville, AL (HSV) Post-Merger HHI 3,930 6,170 4,099 2,810 3,454 5,673 2,676 9,574 2,877 4,618 4,808 3,071 3,884 2,888 3,382 9,073 3,581 4,320 4,719 5,478 4,028 6,343 4,611 3,433 2,501 3,660 4,733 4,009 6,248 3,346 4,681 3,886 3,562 4,864 3,366 4,261 3,404 5,509 5,237 ∆ HHI 293 293 293 293 293 292 291 290 290 289 289 289 288 288 287 287 287 287 287 287 286 286 286 286 285 285 285 283 283 283 282 282 281 280 280 280 279 278 278 CITY PAIR Key West, FL (EYW) - Pittsburgh, PA (PIT) Houston, TX (HOU) - San Juan, PR (SJU) Columbus, OH (CMH) - El Paso, TX (ELP) Louisville, KY (SDF) - Syracuse, NY (SYR) Greenville, SC (GSP) - Phoenix, AZ (PHX) Harrisburg, PA (MDT) - San Diego, CA (SAN) Phoenix, AZ (PHX) - Rochester, NY (ROC) Kansas City, MO (MCI) - Rochester, NY (ROC) Baton Rouge, LA (BTR) - Philadelphia, PA (PHL) El Paso, TX (ELP) - Indianapolis, IN (IND) Columbus, OH (CMH) - Little Rock, AR (LIT) Hartford, CT (BDL) - San Francisco, CA (SFO) St. Thomas, VI (STT) - Tampa, FL (TPA) Kansas City, MO (MCI) - West Palm Beach (PBI) Huntsville, AL (HSV) - Minneapolis, MN (MSP) El Paso, TX (ELP) - Palm Springs, CA (PSP) Columbus, OH (CMH) - Seattle, WA (SEA) Lexington, KY (LEX) - New York, NY (NYC) Houston, TX (HOU) - Tucson, AZ (TUS) Charlottesville, VA (CHO) - Indianapolis, IN (IND Nashville, TN (BNA) - Miami, FL (MIA) Anchorage, AK (ANC) - Indianapolis, IN (IND) Milwaukee, WI (MKE) - Knoxville, TN (TYS) Minneapolis, MN (MSP) - West Palm Beach (PBI) Philadelphia, PA (PHL) - St. Louis, MO (STL) Gainesville, FL (GNV) - Washington, DC (WAS) Gulfport, MS (GPT) - Los Angeles, CA (LAX) Fort Myers, FL (RSW) - Seattle, WA (SEA) Charlottesville, VA (CHO) - Louisville, KY (SDF) Cincinnati, OH (CIN) - Phoenix, AZ (PHX) Dallas, TX (DFW) - San Francisco, CA (SFO) Austin, TX (AUS) - Fort Myers, FL (RSW) Phoenix, AZ (PHX) - Pittsburgh, PA (PIT) Richmond, VA (RIC) - San Juan, PR (SJU) Mobile, AL (MOB) - San Francisco, CA (SFO) New Orleans, LA (MSY) - Philadelphia, PA (PHL) Salt Lake City, UT (SLC) - Tampa, FL (TPA) Omaha, NE (OMA) - San Diego, CA (SAN) Columbia, SC (CAE) - Seattle, WA (SEA) Post-Merger HHI 3,483 4,844 4,590 3,612 2,929 4,131 2,756 2,970 3,775 4,014 3,273 2,657 4,436 3,537 5,458 6,530 2,515 4,373 4,456 4,591 4,483 5,094 4,213 4,823 4,659 4,883 3,661 2,839 7,869 4,029 4,011 2,913 4,126 2,720 3,410 4,232 2,876 2,766 3,457 ∆ HHI 277 277 276 275 274 272 272 271 271 270 270 269 269 269 268 268 267 267 267 266 266 266 265 264 264 263 262 262 261 261 261 261 261 261 261 260 260 260 259 Appendix Page 11 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Austin, TX (AUS) - Chattanooga, TN (CHA) Kansas City, MO (MCI) - Fort Myers, FL (RSW) Harrisburg, PA (MDT) - Omaha, NE (OMA) Fort Walton Beach, FL (VPS) - Fayetteville, AR (X Boston, MA (BOS) - Pensacola, FL (PNS) Minneapolis, MN (MSP) - Fort Walton Beach, FL (VP Omaha, NE (OMA) - Richmond, VA (RIC) El Paso, TX (ELP) - Tampa, FL (TPA) Des Moines, IA (DSM) - Rochester, NY (ROC) Philadelphia, PA (PHL) - Tallahassee, FL (TLH) Austin, TX (AUS) - Cincinnati, OH (CIN) Omaha, NE (OMA) - Savannah, GA (SAV) Cleveland, OH (CLE) - Little Rock, AR (LIT) Greensboro, NC (GSO) - Omaha, NE (OMA) Huntsville, AL (HSV) - Indianapolis, IN (IND) Des Moines, IA (DSM) - El Paso, TX (ELP) Raleigh-Durham, NC (RDU) - Tallahassee, FL (TLH) Boston, MA (BOS) - Mobile, AL (MOB) Grand Junction, CO (GJT) - Miami, FL (MIA) Austin, TX (AUS) - Knoxville, TN (TYS) Gainesville, FL (GNV) - Indianapolis, IN (IND) El Paso, TX (ELP) - San Francisco, CA (SFO) Jacksonville, FL (JAX) - Los Angeles, CA (LAX) Greensboro, NC (GSO) - Houston, TX (HOU) Miami, FL (MIA) - New Orleans, LA (MSY) Birmingham, AL (BHM) - Key West, FL (EYW) Hartford, CT (BDL) - Jackson, MS (JAN) Detroit, MI (DTW) - Jackson, MS (JAN) Philadelphia, PA (PHL) - Phoenix, AZ (PHX) Indianapolis, IN (IND) - Reno, NV (RNO) Charleston, SC (CHS) - Fayetteville, AR (XNA) Columbia, SC (CAE) - San Francisco, CA (SFO) Nashville, TN (BNA) - Boston, MA (BOS) Los Angeles, CA (LAX) - Tampa, FL (TPA) St. Louis, MO (STL) - Fort Walton Beach, FL (VPS) El Paso, TX (ELP) - Orlando, FL (MCO) Atlanta, GA (ATL) - El Paso, TX (ELP) Minneapolis, MN (MSP) - Knoxville, TN (TYS) Las Vegas, NV (LAS) - Lexington, KY (LEX) Post-Merger HHI 5,587 2,777 3,604 4,338 3,307 6,289 3,508 3,311 3,396 5,014 3,879 5,733 2,934 3,827 5,972 5,590 5,133 4,940 5,388 4,141 5,173 5,400 2,916 4,051 4,060 4,205 3,698 4,440 5,660 3,892 5,979 3,428 3,105 3,488 5,733 3,146 4,450 4,920 3,493 ∆ HHI 258 258 257 257 257 256 256 255 255 255 254 254 254 253 252 252 249 249 249 249 248 248 248 248 247 247 247 247 247 246 246 245 245 245 245 244 244 243 243 CITY PAIR Boston, MA (BOS) - Jackson, MS (JAN) Houston, TX (HOU) - Knoxville, TN (TYS) Milwaukee, WI (MKE) - Reno, NV (RNO) Gulfport, MS (GPT) - Kansas City, MO (MCI) Huntsville, AL (HSV) - New York, NY (NYC) San Francisco, CA (SFO) - Knoxville, TN (TYS) Miami, FL (MIA) - Omaha, NE (OMA) Lexington, KY (LEX) - Rochester, NY (ROC) Montgomery, AL (MGM) - San Diego, CA (SAN) Huntsville, AL (HSV) - San Francisco, CA (SFO) Savannah, GA (SAV) - San Francisco, CA (SFO) Los Angeles, CA (LAX) - Philadelphia, PA (PHL) Gainesville, FL (GNV) - Raleigh-Durham, NC (RDU) Detroit, MI (DTW) - Honolulu, HI (HNL) Dallas, TX (DFW) - Seattle, WA (SEA) Boston, MA (BOS) - Miami, FL (MIA) Milwaukee, WI (MKE) - Ontario, CA (ONT) Huntsville, AL (HSV) - Los Angeles, CA (LAX) Minneapolis, MN (MSP) - Syracuse, NY (SYR) Phoenix, AZ (PHX) - San Antonio, TX (SAT) Chicago, IL (CHI) - Montgomery, AL (MGM) Birmingham, AL (BHM) - Des Moines, IA (DSM) Hartford, CT (BDL) - San Antonio, TX (SAT) Cincinnati, OH (CIN) - Fayetteville, AR (XNA) Baton Rouge, LA (BTR) - Greensboro, NC (GSO) Los Angeles, CA (LAX) - Savannah, GA (SAV) Pensacola, FL (PNS) - San Diego, CA (SAN) Hartford, CT (BDL) - Seattle, WA (SEA) Pensacola, FL (PNS) - San Francisco, CA (SFO) Austin, TX (AUS) - Grand Junction, CO (GJT) Hartford, CT (BDL) - Pensacola, FL (PNS) Omaha, NE (OMA) - Fort Myers, FL (RSW) Indianapolis, IN (IND) - Knoxville, TN (TYS) Baton Rouge, LA (BTR) - Pittsburgh, PA (PIT) Minneapolis, MN (MSP) - Palm Springs, CA (PSP) Los Angeles, CA (LAX) - Miami, FL (MIA) Greenville, SC (GSP) - Little Rock, AR (LIT) Grand Junction, CO (GJT) - Orlando, FL (MCO) Key West, FL (EYW) - Los Angeles, CA (LAX) Post-Merger HHI 3,999 4,051 3,832 3,887 4,033 3,400 2,831 4,466 5,257 3,449 3,791 4,082 5,092 4,822 4,298 3,909 4,742 3,441 4,097 4,728 6,507 4,292 2,916 5,927 5,054 4,517 3,713 2,772 2,909 4,674 4,929 3,008 3,945 4,397 3,824 3,410 4,770 4,457 6,973 ∆ HHI 243 243 243 242 242 242 240 240 239 239 239 239 239 238 237 237 237 237 236 236 236 235 235 235 234 234 234 233 233 233 233 233 232 232 231 231 231 231 230 Appendix Page 12 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Post-Merger HHI Charlottesville, VA (CHO) - San Antonio, TX (SAT) 4,463 Jacksonville, FL (JAX) - Kansas City, MO (MCI) 3,399 Key West, FL (EYW) - Norfolk-Virginia Beach, VA (ORF) 5,747 Dallas, TX (DFW) - Durango, CO (DRO) 4,052 Key West, FL (EYW) - Minneapolis, MN (MSP) 6,277 Miami, FL (MIA) - Knoxville, TN (TYS) 3,304 Indianapolis, IN (IND) - Philadelphia, PA (PHL) 6,700 St. Croix, VI (STX) - Washington, DC (WAS) 8,150 Des Moines, IA (DSM) - Tallahassee, FL (TLH) 6,416 Boston, MA (BOS) - Knoxville, TN (TYS) 5,003 Los Angeles, CA (LAX) - Syracuse, NY (SYR) 2,935 Columbia, SC (CAE) - San Diego, CA (SAN) 4,515 Baton Rouge, LA (BTR) - Norfolk-Virginia Beach, VA (ORF 5,156 Memphis, TN (MEM) - Syracuse, NY (SYR) 4,421 Austin, TX (AUS) - Phoenix, AZ (PHX) 4,891 Indianapolis, IN (IND) - Rochester, NY (ROC) 3,666 Charleston, SC (CHS) - Seattle, WA (SEA) 3,380 San Diego, CA (SAN) - Knoxville, TN (TYS) 3,233 Seattle, WA (SEA) - Knoxville, TN (TYS) 3,046 Sacramento, CA (SMF) - Washington, DC (WAS) 2,898 Denver, CO (DEN) - Tallahassee, FL (TLH) 5,975 Los Angeles, CA (LAX) - Fort Walton Beach, FL (VP 3,815 Denver, CO (DEN) - Westchester County, NY (HPN) 3,819 Phoenix, AZ (PHX) - Raleigh-Durham, NC (RDU) 3,573 Hartford, CT (BDL) - Lexington, KY (LEX) 4,745 Atlanta, GA (ATL) - Tucson, AZ (TUS) 4,916 Monterey, CA (MRY) - Salt Lake City, UT (SLC) 6,650 Little Rock, AR (LIT) - San Juan, PR (SJU) 6,569 San Diego, CA (SAN) - Tallahassee, FL (TLH) 6,434 Key West, FL (EYW) - Memphis, TN (MEM) 6,557 Des Moines, IA (DSM) - Westchester County, NY (HPN) 3,464 Baton Rouge, LA (BTR) - Phoenix, AZ (PHX) 4,389 Baton Rouge, LA (BTR) - New York, NY (NYC) 3,718 Jackson, MS (JAN) - Miami, FL (MIA) 4,304 Mobile, AL (MOB) - New York, NY (NYC) 4,452 Albuquerque, NM (ABQ) - Tampa, FL (TPA) 3,054 Boston, MA (BOS) - Gulfport, MS (GPT) 5,213 Houston, TX (HOU) - Reno, NV (RNO) 3,525 Norfolk-Virginia Beach, VA (ORF) - Seattle, WA (SEA) 3,247 ∆ HHI 230 230 230 230 229 229 229 229 229 228 227 227 226 226 226 226 226 226 225 225 225 223 223 223 222 222 221 220 219 219 219 219 218 218 218 218 218 217 217 CITY PAIR Post-Merger HHI Mobile, AL (MOB) - Minneapolis, MN (MSP) 5,888 Denver, CO (DEN) - Norfolk-Virginia Beach, VA (ORF) 2,598 Kansas City, MO (MCI) - Tallahassee, FL (TLH) 6,205 Des Moines, IA (DSM) - Harrisburg, PA (MDT) 3,556 Columbia, SC (CAE) - Houston, TX (HOU) 3,634 Gulfport, MS (GPT) - Washington, DC (WAS) 4,647 San Francisco, CA (SFO) - Syracuse, NY (SYR) 3,547 Jackson, MS (JAN) - Milwaukee, WI (MKE) 5,568 New York, NY (NYC) - San Jose, CA (SJC) 3,002 Omaha, NE (OMA) - Knoxville, TN (TYS) 3,596 Baton Rouge, LA (BTR) - Indianapolis, IN (IND) 4,240 Charleston, WV (CRW) - Dallas, TX (DFW) 4,244 Des Moines, IA (DSM) - Fort Myers, FL (RSW) 3,859 Houston, TX (HOU) - Santa Barbara, CA (SBA) 6,373 Pittsburgh, PA (PIT) - St. Louis, MO (STL) 3,179 Westchester County, NY (HPN) - Milwaukee, WI (MKE) 3,142 Pensacola, FL (PNS) - St. Thomas, VI (STT) 5,346 Harrisburg, PA (MDT) - Minneapolis, MN (MSP) 3,659 Pittsburgh, PA (PIT) - Seattle, WA (SEA) 2,610 Austin, TX (AUS) - Greenville, SC (GSP) 2,984 Albuquerque, NM (ABQ) - Boston, MA (BOS) 3,294 Las Vegas, NV (LAS) - Syracuse, NY (SYR) 2,755 Houston, TX (HOU) - Monterey, CA (MRY) 6,287 Jackson, MS (JAN) - San Juan, PR (SJU) 6,244 Chattanooga, TN (CHA) - New York, NY (NYC) 5,046 Miami, FL (MIA) - Pensacola, FL (PNS) 5,066 Indianapolis, IN (IND) - Harrisburg, PA (MDT) 3,462 Gulfport, MS (GPT) - Greenville, SC (GSP) 4,923 Norfolk-Virginia Beach, VA (ORF) - Tallahassee, FL (TLH) 5,030 Phoenix, AZ (PHX) - Washington, DC (WAS) 3,416 Chicago, IL (CHI) - Orange County, CA (SNA) 3,726 Austin, TX (AUS) - Charleston, SC (CHS) 3,275 Baton Rouge, LA (BTR) - Detroit, MI (DTW) 5,080 ∆ HHI 217 215 215 215 214 214 214 213 213 213 212 212 211 211 211 210 210 208 207 207 207 207 206 205 205 204 203 203 203 202 201 201 201 Appendix Page 13 Becky A. Roberts From: Sent: To: Subject: Craig, Stephen Monday, September 16, 2013 1:47 PM Andrew.jones@myfloridalegal.com; Bennett.rushkoff@dc.gov; Charlena Aumiller; Christopher.Hunt@myfloridalegal.com; Colleen.Thomas@myfloridalegal.com; Craig, Stephen; Elaine.boughner@azag.gov; jdonahue@attorneygeneral.gov; jjesse@oag.state.va.us; jkirk@attorneygeneral.gov; jthomson@attorneygeneral.gov; Laura.Daugherty@myfloridalegal.com; Levy, Mark; liz.brady@myfloridalegal.com; mhull@oag.state.va.us; Nancy.bonnell@azag.gov; nicholas.bush@dc.gov; Nicholas.Weilhammer@myfloridalegal.com; pascoed1@michigan.gov; scott.palmer@myfloridalegal.com; SOAllen@oag.state.va.us; Stavast-Piper, Kayna; Stinson, Eric; susan.myers@azag.gov; twertz@attorneygeneral.gov; VanWinkle, Kim; Vic Domen Article "Merger Could Prevent Fare Increases" Interesting article from the LA Times.  http://www.latimes.com/business/la‐fi‐travel‐briefcase‐20130916,0,983089.story.  1 Becky A. Roberts From: Sent: Cc: Subject: Attachments: Perry, Nicolle C Wednesday, August 14, 2013 3:58 PM Perry, Nicolle C; Murphy, John C AMR Corporation, et al. (Adv. Proc. No. 13-01392) Response to Ex Parte Application.pdf; Motion to Intervene.pdf; Motion to Shorten Time.pdf; mg_info.txt Attached for service upon you is:    Ex Parte Motion To Shorten Time With Respect To Expedited Motion Of The Official Committee Of Unsecured Creditors  To Intervene In The Adversary Proceeding And For Leave To File Response To Plaintiffs' Ex Parte Application For Order  Advancing Status Conference And Setting Trial And Discovery Schedule filed by John Wm. Butler Jr. on behalf of The  Official Committee of Unsecured Creditors (Docket No. 18)    Notice Of Expedited Motion Of The Official Committee Of Unsecured Creditors To Intervene In The Adversary  Proceeding And For Leave To File Response To Plaintiffs' Ex Parte Application For Order Advancing Status Conference  And Setting Trial and Discovery Schedule (Docket No. 19)    Objection Of The Official Committee Of Unsecured Creditors To Plaintiffs' Ex Parte Application For Order Advancing  Status Conference And Setting Trial And Discovery Schedule filed by John Wm. Butler Jr. on behalf of The Official  Committee of Unsecured Creditors. (Docket No. 20)      Nicolle Perry L/A Rst/Bk/Rg G Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York 10036-6522 T: 212.735.7329 F: 212.735.2000 nicolle.perry@skadden.com     1 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Main Document Pg 1 of 15 Proposed Hearing Date and Time: August 15, 2013 at 10:00 a.m. (prevailing Eastern time) Proposed Objection Deadline: August 15, 2013 at 9:30 a.m. (prevailing Eastern time) SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036 Jay M. Goffman - and SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 North Wacker Drive Chicago, Illinois 60606 John Wm. Butler, Jr. Albert L. Hogan, III John K. Lyons Felicia Gerber Perlman Attorneys for the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------In re AMR CORPORATION, et al., Debtors. ------------------------------CAROLYN FJORD, et al. Plaintiffs, v. AMR CORPORATION, et al., Defendants. ------------------------------- x : : : : : : x : : : : : : : : : : x Chapter 11 Case No. 11-15463 (SHL) (Jointly Administered) Adv. Proc. No. 13-01392 (SHL) NOTICE OF EXPEDITED MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO PLAINTIFFS' EX PARTE APPLICATION FOR ORDER ADVANCING STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 2 of 15 Main Document PLEASE TAKE NOTICE that a hearing on the attached Expedited Motion of the Official Committee of Unsecured Creditors to Intervene in the Adversary Proceeding and for Leave to File Response to Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (the "Expedited Motion"), filed by the Official Committee of Unsecured Creditors (the "Committee") of AMR Corporation and certain of its subsidiaries, debtors and debtors-in-possession (collectively, the "Debtors") in the above-captioned adversary proceeding (the "Adversary Proceeding"), will be held before the Honorable Sean H. Lane, United States Bankruptcy Judge, on August 15, 2013 at 10:00 a.m. (prevailing Eastern time), or as soon thereafter as counsel may be heard, in the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004-1408 (the "Bankruptcy Court"). PLEASE TAKE FURTHER NOTICE that responses or objections, if any, to the Motion must comply with the Federal Rules of Bankruptcy Procedure and the Local Rules of the Bankruptcy Court, must set forth in a writing describing the basis therefore and must be filed with the Court electronically in accordance with General Order M-242, as amended by General Order M-269, by registered users of the Court's electronic case filing system (the User's Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court) and, by all other parties in interest, on a 3.5 inch disk, preferably in Portable Document Format (PDF), Word Perfect or any other Windows-based word processing format and served in accordance with the Court's Amended Order Pursuant to 11 U.S.C. §§ 105(a) and (d) and Bankruptcy Rules 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures (Docket No. 3952) (the "Case Management Order") upon each of the following: (i) the Chambers of the Honorable Sean H. Lane, United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, 2 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 3 of 15 Main Document New York 10004; (ii) the Debtors, c/o AMR Corporation, 4333 Amon Carter Boulevard, MD 5675, Fort Worth, Texas 76155 (Attn: Kathryn Koorenny, Esq.); (iii) the attorneys for the Debtors, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10004 (Attn: Stephen Karotkin, Esq.); (iv) the Office of the United States Trustee for the Southern District of New York (the "U.S. Trustee"), 33 Whitehall Street, 21st Floor, New York, New York 10004 (Attn: Brian Masumoto, Esq.); (v) the attorneys for the Committee, Skadden, Arps, Slate, Meagher & Flom LLP, 155 North Wacker Drive, Chicago, Illinois 60606 (Attn: John Wm. Butler, Jr., Esq.) and Four Times Square, New York, New York 10036 (Attn: Jay M. Goffman, Esq.); and (vi) counsel to the Section 1114 Committee of Retired Employees, Jenner & Block LLP, 353 North Clark Street, Chicago, Illinois 60654 (Attn: Catherine L. Steege, Esq. and Charles B. Sklarsky, Esq.) and 919 Third Avenue, 37th Floor, New York, New York, 10022 (Attn: Marc B. Hankin, Esq.) so as to be received not later than 9:30 a.m. (prevailing Eastern time) on August 15, 2013. Only those responses and objections, if any, made in writing and timely filed and received will be considered at the hearing. Any such response must state with specificity the reason or reasons why the relief granted in the Motion should not be granted. 3 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 4 of 15 Main Document PLEASE TAKE FURTHER NOTICE that if no responses are filed and served in accordance with the Case Management Order, the Court may grant the relief requested in the Motion without further notice or hearing. DATED: New York, New York August 14, 2013 /s/ John Wm. Butler, Jr. SKADDEN ARPS SLATE MEAGHER & FLOM LLP Jay M. Goffman Four Times Square New York, New York 10036 Telephone: (212) 735-3000 -andJohn Wm. Butler, Jr. Albert L. Hogan, III John K. Lyons Felicia Gerber Perlman 155 North Wacker Drive Chicago, Illinois 60606 Telephone: (312) 407-0700 Attorneys for the Official Committee of Unsecured Creditors 4 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 5 of 15 Main Document SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036 Jay M. Goffman - and SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 North Wacker Drive Chicago, Illinois 60606 John Wm. Butler, Jr. Albert L. Hogan, III John K. Lyons Felicia Gerber Perlman Attorneys for the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------In re AMR CORPORATION, et al., Debtors. ------------------------------CAROLYN FJORD, et al. Plaintiffs, v. AMR CORPORATION, et al., Defendants. ------------------------------- x : : : : : : x : : : : : : : : : : x Chapter 11 Case No. 11-15463 (SHL) (Jointly Administered) Adv. Proc. No. 13-01392 (SHL) EXPEDITED MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO PLAINTIFFS' EX PARTE APPLICATION FOR ORDER ADVANCING STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 6 of 15 Main Document By this expedited motion (the "Motion"), the Official Committee of Unsecured Creditors (the "Committee") requests entry of an order pursuant to sections 105(a), 1103(c), and 1109(b) of the Bankruptcy Code (as defined below) and Rule 7024 of the Federal Rules of Bankruptcy Procedure authorizing the Committee to intervene in the above-captioned adversary proceeding (the "Adversary Proceeding"). Preliminary Statement 1. As a fiduciary for general unsecured creditors, the Committee is afforded an "unconditional right to intervene" in all adversary proceedings filed in these bankruptcy cases. See Term Loan Holder Comm. v. Ozer Group, L.L.C. (In re Caldor Corp.), 303 F.3d 161, 176 (2d Cir. 2002). The relief requested herein represents a straightforward application of this principle. Intervention is "an important monitoring tool at the disposal of the creditors' committee"; it ensures that important case developments do not occur without the input of the Committee that may "compromise the creditors' interests." Phar-Mor, Inc. v. Coopers & Lybrand, 22 F.3d 1228, 1240 (3d Cir. 1994). That concern is particularly acute here, as the Plaintiffs in the Adversary Proceeding seek to enjoin the consummation of the Merger and to impede confirmation of the Plan.1 Jurisdiction and Venue 2. This Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. §§ 157 and 1334. Venue is proper by virtue of 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. § 157(b). 1 The statutory provisions underlying the relief Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Debtors' Second Amended Joint Chapter 11 Plan (Docket No. 8591). 2 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 7 of 15 Main Document requested are sections 105(a), 1103(c), and 1109(b) of the Bankruptcy Code and Rule 7024(a)(1) of the Federal Rules of Bankruptcy Procedure. Relief Requested 3. The Committee seeks entry of an order substantially in the form attached as Exhibit A hereto (the "Proposed Order"), (a) allowing the Committee to intervene and participate fully in all aspects of the Adversary Proceeding, (b) granting the Committee leave to file a response (the "Committee's Response") to the Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 4) (the "Ex Parte Application") and the Plaintiffs' supplemental Memorandum of Points and Authorities in Support of Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 8), and (c) deeming the Committee's Response timely filed.2 Background A. The Chapter 11 Filings 4. On November 29, 2011, each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1330, as amended (the "Bankruptcy Code"). The Debtors, together with their non-Debtor affiliates, form one of the largest global airlines based in the United States. The Debtors continue to operate their respective businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 2 For the convenience of the parties and the Court, and to comply with the response deadline established by this Court's August 9, 2013 scheduling order, the Committee has filed its proposed response on the docket contemporaneous herewith. 3 13-01392-shl 5. Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 8 of 15 Main Document On December 5, 2011, the United States Trustee for the Southern District of New York appointed the Committee, which currently consists of nine members.3 B. The Adversary Proceeding 6. On August 6, 2013, the Plaintiffs commenced the Adversary Proceeding by filing a complaint (Adv. Proc. Docket No. 1) which, among other things, seeks to preliminarily and permanently enjoin the Merger. See Complaint at 25. On August 8, 2013, the Plaintiffs filed the Ex Parte Application, which requests accelerated discovery and a trial within 60 to 90 days. See Ex Parte Application at 2-3. The Ex Parte Application also apparently seeks a continuance of the confirmation hearing pending the outcome of Adversary Proceeding. See id. at 8-9. Additional background on this litigation is set forth in the Committee's Response. 7. On August 9, 2013, the Court entered a scheduling order (Adv. Proc. Docket No. 6) setting August 15, 2013 as the hearing date on the Ex Parte Application and setting August 14, 2013 as the deadline for the Defendants to respond to the Ex Parte Application. 8. On August 12, 2013, the Plaintiffs filed the Supplemental Memorandum, in which they contend that the Adversary Proceeding was timely filed. Basis for Relief 9. As noted above, Second Circuit precedent establishes an "unconditional" right of creditors' committees to intervene in all adversary proceedings. F.3d at 176. See In re Caldor Corp., 303 The Second Circuit's ruling in Caldor is a straightforward application of the general principle that a creditors' committee may "appear and be heard on any issue under this 3 The Committee comprises the Allied Pilots Association (the "APA"), the Association of Professional Flight Attendants (the "APFA"), Bank of New York Mellon ("BNYM"), Boeing Capital Corporation, Hewlett Packard Enterprise Services, LLC ("Hewlett-Packard"), Manufacturers and Traders Trust Company ("M&T Bank"), the Pension Benefit Guaranty Corporation ("PBGC"), the Transportation Workers Union of America (the "TWU"), and the Wilmington Trust Company ("Wilmington Trust"). 4 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 9 of 15 Main Document chapter [11]." 11 U.S.C. § 1109(b). The Caldor court reasoned that the term "issue" embraces both contested matters and adversary proceedings and that section 1109(b) of the Bankruptcy Code makes no distinctions between the two. Id. at 169. Courts in this district regularly cite Caldor for the proposition that statutory committees may intervene as of right in adversary proceedings. See, e.g., Official Comm. of Asbestos Claimants of G-I Holding, Inc. v. Heyman, No. 01 CIV. 8539 (RWS), 2003 WL 22790916, at *2 (S.D.N.Y. Nov. 25, 2003); In re Adelphia Commc'ns Corp., 285 B.R. 848, 850 (Bankr. S.D.N.Y. 2002). Moreover, because the Committee may intervene as of right under Rule 7024(a)(1), it need not meet the burden prescribed in Rule 7024(a)(2) for permissive intervention. See Iridium India Telecom Ltd. v. Motorola, Inc., 165 F. App'x 878, 879 (2d Cir. 2005) ("[A] party in interest under 11 U.S.C. § 1109(b) has an unconditional right to intervene in an adversary proceeding under 24(a)(1) and need not make a separate showing under 24(a)(2)."). 10. The Committee wishes to intervene in the Adversary Proceeding because the Plaintiffs seek to enjoin the Merger and impede confirmation of the Plan. The Committee has previously articulated its strong support of the Plan and Merger and believes that the relief sought in the Adversary Proceeding, if granted, would be highly prejudicial to general unsecured creditors, as discussed in greater detail in the Committee's Response. 11. In addition, the Committee seeks leave to file a response to the Ex Parte Application and the Supplemental Memorandum. As noted above, the Ex Parte Application apparently seeks a continuance of the confirmation hearing, which, in the Committee's judgment is wholly unjustified and contrary to the interests of the Debtors' economic stakeholders. 12. Because the earliest possible hearing date for this Motion is August 15, 2013, and responses to the Ex Parte Application are due August 14, the Committee has attached its proposed response hereto. Should the Court grant the intervention Motion, the Committee 5 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 10 of 15 Main Document requests that the Court also enter an order deeming the proposed response the Committee's Response and deeming such response timely filed. Conclusion 13. For the foregoing reasons, the Committee submits that the Motion should be granted. 6 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 11 of 15 Main Document WHEREFORE, the Committee respectfully requests that the Court enter an order granting the relief requested in the Motion and such other and further relief as may be just and proper. DATED: New York, New York August 14, 2013 /s/ John Wm. Butler, Jr. SKADDEN ARPS SLATE MEAGHER & FLOM LLP Jay M. Goffman Four Times Square New York, New York 10036 Telephone: (212) 735-3000 -andJohn Wm. Butler, Jr. Albert L. Hogan, III John K. Lyons Felicia Gerber Perlman 155 North Wacker Drive Chicago, Illinois 60606 Telephone: (312) 407-0700 Attorneys for the Official Committee of Unsecured Creditors 7 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 12 of 15 Exhibit A Main Document 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 13 of 15 Main Document UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------In re AMR CORPORATION, et al., Debtors. ------------------------------CAROLYN FJORD, et al. Plaintiffs, v. AMR CORPORATION, et al., Defendants. ------------------------------- x : : : : : : x : : : : : : : : : : x Chapter 11 Case No. 11-15463 (SHL) (Jointly Administered) Adv. Proc. No. 13-01392 (SHL) [PROPOSED] ORDER GRANTING EXPEDITED MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO PLAINTIFFS' EX PARTE APPLICATION FOR ORDER ADVANCING STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 14 of 15 Main Document The Official Committee of Unsecured Creditors in the above-captioned cases has filed a motion pursuant to sections 105(a), 1103(c), and 1109(b) of the Bankruptcy Code and Rule 7024(a)(1) of the Federal Rules of Bankruptcy Procedure (the "Motion") seeking the entry of an Order (a) permitting the Committee to intervene in the above-captioned adversary proceeding (the "Adversary Proceeding"), (b) granting the Committee leave to file a response (the "Committee's Response") to the Plaintiff's Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (the "Ex Parte Application") and the Memorandum of Point and Authorities in Support of Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (the "Supplemental Memorandum"), and (c) deeming the Committee's Response timely filed. Upon consideration of the Motion and any opposition thereto, and upon consideration of the arguments of counsel and any evidence presented or proffered in support of and in opposition to the Motion, the Court finds that: (i) it has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; (ii) this proceeding is a core proceeding within the meaning of 28 U.S.C. § 157(b); (iii) proper and adequate notice of the Motion has been given and no other notice is required under any provision of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure or the Local Rules of this Court; and (iv) the relief sought in the Motion is in the best interest of the Debtors' bankruptcy estates, their creditors and other parties in interest; therefor: IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED. 2. The Committee shall intervene in the Adversary Proceeding. 3. The caption of the Adversary Proceeding shall be amended to include the Committee as an intervenor. 2 13-01392-shl 4. Doc 19 Filed 08/14/13 Entered 08/14/13 11:58:26 Pg 15 of 15 Main Document The Committee is granted leave to file a response to the Ex Parte Application and the Supplemental Memorandum. 5. The proposed response filed by the Committee shall be deemed the Committee's Response and is deemed timely filed. 6. To the extent the Committee elects to take discovery or file any papers in the Adversary Proceeding, the Committee shall be bound by any scheduling order subsequently issued by the Court. 7. This Court retains jurisdiction with respect to all matters arising from, based upon, or related to the implementation of this Order Dated: New York, NY August __, 2013 HON. SEAN H. LANE UNITED STATES BANKRUPTCY JUDGE 3 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 1 of 13 Main Document SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036 Jay M. Goffman - and SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 North Wacker Drive Chicago, Illinois 60606 John Wm. Butler, Jr. Albert L. Hogan, III John K. Lyons Felicia Gerber Perlman Attorneys for the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------In re AMR CORPORATION, et al., Debtors. ------------------------------CAROLYN FJORD, et al. Plaintiffs, v. AMR CORPORATION, et al., Defendants. ------------------------------- x : : : : : : x : : : : : : : : : : x Chapter 11 Case No. 11-15463 (SHL) (Jointly Administered) Adv. Proc. No. 13-01392 (SHL) EX PARTE MOTION TO SHORTEN TIME WITH RESPECT TO EXPEDITED MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO PLAINTIFFS' EX PARTE APPLICATION FOR ORDER ADVANCING STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 2 of 13 Main Document The Official Committee of Unsecured Creditors (the "Committee") hereby moves this Court (the "Motion to Shorten Time") for entry of an order pursuant to Rule 9006(c) of the Federal Rules of Bankruptcy Procedure shortening the notice period and setting a hearing date for the Expedited Motion of the Official Committee of Unsecured Creditors to Intervene in the Adversary Proceeding and for Leave of File Response to Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (the "Expedited Motion"), by which the Committee seeks to intervene in the above-captioned adversary proceeding (the "Adversary Proceeding"). In support of this Motion to Shorten Time, the Committee respectfully represents as follows: Jurisdiction and Venue 1. This Court has jurisdiction to consider the Motion to Shorten Time pursuant to 28 U.S.C. §§ 157 and 1334. Venue is proper by virtue of 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. § 157(b). 2. The basis for the relief requested is Rule 9006(c) of the Federal Rules of Bankruptcy Procedure. Relief Requested 3. By this Motion to Shorten Time, the Committee requests, pursuant to Rule 9006(c) of the Federal Rules of Bankruptcy Procedure, that the Court shorten the notice period and fix the date and time for an expedited hearing on the Committee's Expedited Motion. Specifically, the Committee requests that this Court consider the relief requested in the Expedited Motion at the hearing scheduled for August 15, 2013 at 10:00 a.m. (prevailing Eastern time) and that the objection deadline for the Expedited Motion be August 15, 2013 at 9:30 a.m. (prevailing Eastern time). In support of the Motion, the Committee submits the declaration of John Wm. 2 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 3 of 13 Butler, Jr., which is attached as Exhibit A hereto. Main Document A proposed form of order is attached hereto as Exhibit B. 4. The Committee has contacted counsel for the Debtors regarding the Expedited Motion, and the Debtors consent to both the Committee's request to intervene in the Adversary Proceeding and request to have the Expedited Motion considered on an expedited basis at the August 15, 2013 hearing. Basis for Relief 5. This Court's Amended Order Pursuant to 11 U.S.C. §§ 105(a) and (d) and Bankruptcy Rules 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures (Docket No. 3952) (the "Case Management Order") provides that motions must be filed 14 calendar days before the next applicable hearing date, but further provides that "nothing in the Case Management Procedures shall prejudice the right of any party to move the Court to request an enlargement or reduction of any time period under Bankruptcy Rules 9006(b) and (c)." (Case Management Order ¶ 25.) The Committee has obtained the Debtors' consent to have this matter considered on an expedited basis, as contemplated by the Case Management Order. (See Case Management Order ¶ 24.) Rule 9006(c)(1) of the Federal Rules of Bankruptcy Procedure permits the Court to consider a motion on shortened notice "for cause shown." Fed. R. Bankr. P. 9006(c). 6. Good cause exists to hear the Expedited Motion on shortened notice. Adversary Proceeding was filed on August 6, 2013. The On August 8, 2013, the Plaintiffs filed their Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 4) (the "Ex Parte Application"). On August 9, 2013, this Court entered an order setting August 14, 2013 at 12:00 noon (Eastern Time) as the 3 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 4 of 13 Main Document deadline for the Defendants to file their response to the Ex Parte Application. On August 12, 2013, the Plaintiffs filed a supplemental Memorandum of Points and Authorities in Support of Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 8) (the "Supplemental Memorandum"). So that the Committee can be heard with respect to the Ex Parte Application and the Supplemental Memorandum, the Committee requests that its Expedited Motion be considered at the earliest possible occasion, which is the August 15, 2013 hearing. Moreover, because a creditors' committee's right to intervene in an adversary proceeding is "unconditional," Term Loan Holder Comm. v. Ozer Group, L.L.C. (In re Caldor Corp.), 303 F.3d 161, 176 (2d Cir. 2002), the Committee submits that no party will be prejudiced by the consideration of the Expedited Motion on August 15. 7. In accordance with the Case Management Order, the Committee solicited the approval of Debtors' counsel before submitting Expedited Motion and the Motion to Shorten Time. The Debtors have no objection to the relief requested in the Expedited Motion or the Motion to Shorten Time. Notice 8. Pursuant to Bankruptcy Rule 9006(c)(1), the Court may shorten time without notice. Accordingly, no notice of this Motion to Shorten time has been given. Conclusion 9. For the foregoing reasons, good cause exists to hear the Expedited Motion on shortened notice at the hearing scheduled for August 15, 2013 at 10:00 a.m. (prevailing Eastern time), with objections or responses to the Expedited Motion due on or before August 15, 2013 at 9:30 a.m. (prevailing Eastern time). 4 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 5 of 13 Main Document WHEREFORE, the Committee respectfully requests that the Court enter an order granting the relief requested in the Motion to Shorten Time and such other and further relief as may be just and proper. DATED: New York, New York August 14, 2013 /s/ John Wm. Butler, Jr. SKADDEN ARPS SLATE MEAGHER & FLOM LLP Jay M. Goffman Four Times Square New York, New York 10036 Telephone: (212) 735-3000 -andJohn Wm. Butler, Jr. Albert L. Hogan, III John K. Lyons Felicia Gerber Perlman 155 North Wacker Drive Chicago, Illinois 60606 Telephone: (312) 407-0700 Attorneys for the Official Committee of Unsecured Creditors 5 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 6 of 13 Exhibit A Main Document 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 7 of 13 Main Document SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036 Jay M. Goffman - and SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 North Wacker Drive Chicago, Illinois 60606 John Wm. Butler, Jr. Albert L. Hogan, III John K. Lyons Felicia Gerber Perlman Attorneys for the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------In re AMR CORPORATION, et al., Debtors. ------------------------------CAROLYN FJORD, et al. Plaintiffs, v. AMR CORPORATION, et al., Defendants. ------------------------------- x : : : : : : x : : : : : : : : : : x Chapter 11 Case No. 11-15463 (SHL) (Jointly Administered) Adv. Proc. No. 13-01392 (SHL) DECLARATION OF JOHN WM. BUTLER IN SUPPORT OF EX PARTE MOTION TO SHORTEN TIME WITH RESPECT TO EXPEDITED MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO PLAINTIFFS' EX PARTE APPLICATION FOR ORDER ADVANCING STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 8 of 13 Main Document I, John Wm. Butler, Esq., hereby declare, pursuant to 28 U.S.C. § 1746, as follows: 1. I am a partner of the firm of Skadden, Arps, Slate, Meagher & Flom LLP, which maintains offices for the practice of law at, among other places, 155 N. Wacker Drive, Chicago, IL 60606 and Four Times Square, New York, NY 10036. I am a member in good standing of the bars of, and am admitted to practice in, the States of Illinois and Michigan, the United States District Courts for the Northern District of Illinois and the Eastern and Western Districts of Michigan, the United States Courts of Appeals for the Second, Sixth and Seventh Circuits and the United States Supreme Court. 2. I am admitted to practice, pro hac vice, in the above-captioned jointly- administered chapter 11 cases to represent the Official Committee of Unsecured Creditors (the "Committee"). 3. I submit this declaration in support of the Committee's Motion to Shorten Time with respect to the Expedited Motion of the Official Committee of Unsecured Creditors to Intervene in the Adversary Proceeding and for Leave to File Response to Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (the "Expedited Motion"). 4. All statements contained herein are based on my personal knowledge or upon information and belief. 5. The Motion to Shorten Time requests that the Court consider the Expedited Motion on shortened notice at the August 15, 2013 confirmation hearing. By the Expedited Motion, the Committee seeks entry of an order pursuant to Rule 7024(a)(1) of the Federal Rules of Bankruptcy Procedure permitting it to intervene as of right in the above-captioned adversary proceeding (the "Adversary Proceeding"); granting it leave to file a response to the Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery 2 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 9 of 13 Main Document Schedule (the "Ex Parte Application") and the Plaintiffs' supplemental Memorandum of Points and Authorities in Support of Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 8) (the "Supplemental Memorandum"); and deeming its response timely filed. 6. The Committee has a strong interest in the Adversary Proceeding and the Ex Parte Application and Supplemental Memorandum in particular. Expedited consideration of the Expedited Motion will allow the court to consider the Committee's perspective regarding the Ex Parte Application and Supplemental Memorandum at the August 15, 2013 hearing. 7. The Debtors have consented to the filing of this Motion to Shorten Time and do not object to the relief sought in the Expedited Motion. DATED: New York, New York August 14, 2013 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP By: /s/ John Wm. Butler, Jr. John Wm. Butler, Jr. 155 North Wacker Drive Chicago, Illinois 60606 Telephone: (312) 407-0730 Fax: (312) 407-8501 Email: jack.butler@skadden.com 3 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 10 of 13 Exhibit B Main Document 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 11 of 13 Main Document UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------In re AMR CORPORATION, et al., Debtors. ------------------------------CAROLYN FJORD, et al. Plaintiffs, v. AMR CORPORATION, et al., Defendants. ------------------------------- x : : : : : : x : : : : : : : : : : x Chapter 11 Case No. 11-15463 (SHL) (Jointly Administered) Adv. Proc. No. 13-01392 (SHL) [PROPOSED] ORDER GRANTING EX PARTE MOTION TO SHORTEN TIME WITH RESPECT TO EXPEDITED MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO INTERVENE IN THE ADVERSARY PROCEEDING AND FOR LEAVE TO FILE RESPONSE TO PLAINTIFFS' EX PARTE APPLICATION FOR ORDER ADVANCING STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE 13-01392-shl Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 12 of 13 Main Document Upon the ex parte motion, dated August 14, 2013 (the "Motion to Shorten Time"), of the Official Committee of Unsecured Creditors in the above-captioned cases (the "Committee"), pursuant to Rule 9006(c) of the Federal Rules of Bankruptcy Procedure seeking the entry of an Order shortening the notice period and fixing the date and time for an expedited hearing on its Expedited Motion of the Official Committee of Unsecured Creditors to Intervene in the Adversary Proceeding and for Leave to File Response to Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (the "Expedited Motion"), by which the Committee seeks to intervene in the above-captioned adversary proceeding, all as more fully described in the Motion to Shorten Time and the Declaration of John Wm. Butler, Jr. in support of the Motion to Shorten Time; and the Court having found and determined that the relief sought in the Motion to Shorten Time is in the best interests of the Debtors, their estates, creditors, and all parties in interest and that the legal and factual bases set forth in the Motion to Shorten Time establish just cause for the relief granted herein, and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as provided herein. 2. A hearing to consider the relief requested in the Expedited Motion will be held before the Honorable Sean H. Lane, United States Bankruptcy Judge, in Room 701 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004, on August 15, 2013 at 10:00 a.m. (prevailing Eastern time), or as soon thereafter as counsel may be heard. 3. The deadline to respond or object to the relief requested in the Expedited Motion is August 15, 2013 at 9:30 a.m. (prevailing Eastern time). 2 13-01392-shl 4. Doc 18 Filed 08/14/13 Entered 08/14/13 11:56:37 Pg 13 of 13 Main Document Objections and responses, if any, to the Expedited Motion must be in writing, must (i) conform to the Federal Rules of Bankruptcy Procedure, the Local Rules of the Bankruptcy Court for the Southern District of New York, and any case management order entered in these chapter 11 cases, (ii) set forth the name of the objecting party, the nature and amount of claims or interests held or asserted by the objecting party against the Debtors' estates or property, and (iii) set forth the basis for the objection and the specific grounds therefore. 5. The Committee shall serve, via email, facsimile, or overnight mail, as soon as reasonably practicable after entry of this Order, a copy of the Expedited Motion and this Order on the Debtors, the Plaintiffs, and all parties in interest entitled to notice in accordance with the Amended Order Pursuant to 11 U.S.C. §§ 105(a) and (d) and Bankruptcy Rules 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures (Docket No. 3952). 6. This Court retains jurisdiction with respect to all matters arising from, based upon, or related to the implementation of this Order Dated: New York, NY August __, 2013 HON. SEAN H. LANE UNITED STATES BANKRUPTCY JUDGE 3 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Main Document Pg 1 of 10 Re: Adv. P. Docket Nos. 4, 8 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036 Jay M. Goffman - and SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 North Wacker Drive Chicago, Illinois 60606 John Wm. Butler, Jr. Albert L. Hogan, III John K. Lyons Felicia Gerber Perlman Attorneys for the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------In re AMR CORPORATION, et al., Debtors. ------------------------------CAROLYN FJORD, et al. Plaintiffs, v. AMR CORPORATION, et al., Defendants. ------------------------------- x : : : : : : x : : : : : : : : : : x Chapter 11 Case No. 11-15463 (SHL) (Jointly Administered) Adv. Proc. No. 13-01392 (SHL) OBJECTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO PLAINTIFFS' EX PARTE APPLICATION FOR ORDER ADVANCING STATUS CONFERENCE AND SETTING TRIAL AND DISCOVERY SCHEDULE (ADV. P. DOCKET NOS. 4, 8) 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Pg 2 of 10 Main Document The Official Committee of Unsecured Creditors (the "Committee") hereby submits this objection (the "Objection") to the Plaintiffs' Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. P. Docket No. 4)1 (the "Ex Parte Application") and the Plaintiffs' supplemental Memorandum of Points and Authorities in Support of Ex Parte Application for Order Advancing Status Conference and Setting Trial and Discovery Schedule (Adv. Proc. Docket No. 8) (the "Supplemental Memorandum").2 In support of the Objection, the Committee respectfully states as follows: Objection 1. Like all private parties, the Plaintiffs are entitled to one opportunity to oppose confirmation of the Plan—a timely confirmation objection filed in accordance with this Court's order establishing Plan objection procedures. See Docket No. 8614 ¶ 28. The Plaintiffs have filed just such an objection (Docket No. 9373). The Court should treat the Plaintiffs like all other parties who have properly asserted objections to confirmation and dispose of the Plaintiffs' antitrust objection on the merits at the confirmation hearing. As the Plaintiffs appear to recognize, the confirmation of the Plan functions as "res judicata and collateral estoppel in ensuing litigation," and, if and when confirmed, will bar any future efforts by the Plaintiffs to prosecute their antitrust claims in this or any other court. Docket No. 9373 at 12 (citing Levy v. Cohen, 561 P.2d 252, 255-57 (Cal. 1977)); see also Corbett v. MacDonald Moving Servs., Inc., 124 F.3d 82, 87-92 (2d Cir. 1997) (holding that plan and confirmation order were res judicata); 1 References to the docket in this adversary proceeding (the "Adversary Proceeding") are given as "Adv. P. Docket No." Other references to the docket refer to the main docket in the Debtors' chapter 11 cases. 2 The Committee may intervene as of right in all adversary proceedings in these chapter 11 cases. See Term Loan Holder Comm. v. Ozer Group, L.L.C. (In re Caldor Corp.), 303 F.3d 161, 176 (2d Cir. 2002). Substantially contemporaneous herewith, the Committee has filed its expedited motion to intervene in this Adversary Proceeding. 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Pg 3 of 10 Main Document In re Spiegel, Inc., Case No. 03-11540 (BRL), 2005 WL 1278094, at *4 (Bankr. S.D.N.Y. May 25, 2005). The Plaintiffs' attempts to prosecute substantially the same objections to the Plan in multiple forums and in multiple procedural postures is fundamentally inconsistent with the nature of the confirmation hearing as a collective proceeding (in this case, involving more than 400,000 parties in interest) to conclusively determine the treatment of creditors and the disposition of the debtor's assets. See Corbett, 124 F.3d at 91 ("[F]inality interests are particularly important in the bankruptcy context, where numerous contending claims and interests are gathered, jostle, and are determined and released."); In re Duggins, 263 B.R. 233, 244 (Bankr. C.D. Ill. 2001) (confirmed plan constituted a "valid, binding and conclusive determination" of value of collateral of secured lender who failed to object at confirmation hearing). 2. The Ex Parte Application, filed only one week before the confirmation hearing, and the Supplemental Memorandum, filed four days before the confirmation hearing, are the latest in a series of evasive and procedurally improper tactics by the Plaintiffs to delay confirmation of the Plan. The Plaintiffs' prior efforts to impede confirmation have included:  A lawsuit against US Airways in the United States District Court for the Northern District of California seeking to enjoin the Merger. Although the Plaintiffs strategically avoided naming the Debtors as defendants in this action, the action nonetheless constitutes a "classic, and egregious, violation of [the automatic stay]." In re Adelphia Commc'ns, Corp., 345 B.R. 69, 72 (Bankr. S.D.N.Y. 2006) (holding the Alioto Law Firm in contempt for seeking to enjoin non-debtor purchaser from completing acquisition of debtors' assets).  Two objections to confirmation of the Plan (Docket Nos. 9373 and 9466). The initial objection improperly and belatedly requests relief from the automatic stay to continue the California action, notwithstanding the fact that the action had been pending for over two months when the objection was filed. The late-filed supplemental objection asserts a variety of other objections to confirmation (many bearing no relationship to the Plaintiffs' Clayton Act claims) and "seeks to delay the confirmation of this Chapter 11 plan" while the Plaintiffs litigate the California action "pending potential relief from the automatic stay." Docket No. 9466 at 3. 2 13-01392-shl  Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Pg 4 of 10 Main Document The complaint in this Adversary Proceeding, which, among other things, appears to seek a preliminary injunction against consummation of the Plan, but which is not accompanied by a motion for a preliminary injunction or an application for a temporary restraining order. The papers filed by the Committee (Docket No. 9508) and the Debtors (Docket No. 9516) on August 8, 2013 in support of confirmation of the Plan demonstrate why the California action, the Plaintiffs' confirmation objections, and the Adversary Proceeding present no obstacle to confirmation and do not justify a continuance of the confirmation hearing.3 3. The Ex Parte Application and Supplemental Memorandum add nothing to the Plaintiffs' prior efforts to delay confirmation. By filing a confirmation objection, the Plaintiffs have put their antitrust claims before the Court for adjudication on the merits at the confirmation hearing. Cf. In re Fin. News Network, Inc., 126 B.R. 157, 161 (S.D.N.Y. 1991) (bankruptcy court was "legally competent to resolve antitrust issues raised by proceedings before it," and party participating extensively in bankruptcy court proceedings had no grounds to object to bankruptcy court's exercise of such authority). The confirmation objection is the only procedural posture in which the Plaintiffs' opposition to the Plan and Merger is properly before the Court and ripe for adjudication.4 The Plaintiffs are not entitled to a continuance of the confirmation hearing merely because the California action, which was filed in violation of the automatic stay, and the Adversary Proceeding, which was filed nearly six months after the Merger was 3 The Committee incorporates by reference its response to the Plaintiffs' confirmation objections set forth in the Committee's statement in support of confirmation. 4 There is a serious question whether the Plaintiffs' objection to the Merger was not already waived when they failed to raise the objection in the context of the Merger Approval Motion. But it is beyond doubt that the Plaintiffs' objection seeking to restrain the Debtors' use of their assets under a plan must have been raised in the context of the Debtors' confirmation of the Plan, or it certainly would have been waived and could not be further litigated in another court, or in the Adversary Proceeding. But, the point is, the Plaintiffs did file such an objection, and thus their purported antitrust objection to the Merger is now squarely before this Court. Because this objection is wholly unsubstantiated, it should be overruled—once and for all. 3 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Pg 5 of 10 Main Document announced, have not yet concluded. Having sat on their asserted rights for months, the Plaintiffs should not be heard to complain about the timing of the confirmation hearing. 4. The Plaintiffs' improper, last-minute request for preliminary relief does not change this analysis. Both the Committee and the Debtors explained in their respective papers in support of confirmation that, although the Adversary Complaint requests a preliminary injunction, the Plaintiffs have failed to comply with the procedures for requesting a preliminary injunction prescribed by Rule 65 of the Federal Rules of Civil Procedure or sustained the heavy burden imposed on parties seeking such relief. The Ex Parte Application purports to "ameliorate these objections" by requesting that the Adversary Proceeding proceed on an expedited schedule, including a trial within 60 to 90 days. Ex Parte Application at 4. But the Ex Parte Application is not a request for a temporary restraining order or a motion for a preliminary injunction, nor is it tantamount to one. Rather, the Plaintiffs contend, without citation to authority, that "[t]he setting of an expedited trial in which the sum and substance of the Clayton Action is injunctive relief is the equivalent of a motion for preliminary injunction." Id. This is pure sophistry. A preliminary injunction provides temporary relief pending final adjudication on the merits. 11A Charles Alan Wright et al., Federal Practice & Procedure § 2947 (2d ed. 2013) [hereinafter, Wright & Miller]. In contrast, the Ex Parte Application merely seeks to accelerate a final adjudication on the merits. In short, the Ex Parte Application is merely a scheduling request and should not be construed any more broadly than that.5 5. It should be obvious why the Plaintiffs have attempted to obfuscate the nature of the relief sought rather than plainly request either a temporary restraining order or a preliminary 5 Because the Ex Parte Application merely seeks an accelerated trial setting and is not a request for a temporary restraining order, there is no justification for the Plaintiffs proceeding on an ex parte basis. No provision of the civil or bankruptcy rules authorizes the filing of a scheduling motion on an ex parte basis. See Fed. R. Civ. P. 5(a)(1). 4 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Pg 6 of 10 Main Document injunction: they cannot sustain the heavy burden necessary to obtain preliminary relief. "A plaintiff seeking a preliminary injunction must establish that he is likely to succeed on the merits, that he is likely to suffer irreparable harm in the absence of preliminary relief, that the balance of equities tips in his favor, and that an injunction is in the public interest." Winters v. Natural Res. Def. Counsel, Inc., 555 U.S. 7, 20 (2008).6 The burden of proof rests with the party seeking the injunction. Muzarek v. Armstrong, 520 U.S. 968, 972 (1997) (per curium) ("'[A] preliminary injunction is an extraordinary and drastic remedy, one that should not be granted unless the movant, by a clear showing, carries the burden of persuasion.'" (emphasis in original) (quoting 11A C. Wright, A. Miller, & M. Kane, Federal Practice and Procedures § 2948 (2d ed. 1995))). Here, the Plaintiffs have not made a "clear showing" as to any of the elements of the preliminary injunction inquiry. Winters, 555 U.S. at 21. They have made no showing whatsoever. 6. The Supreme Court has cautioned that "[a] preliminary injunction is an extraordinary remedy never awarded as of right, "but only after the court has "'balance[d] the competing claims of injury and . . . consider[ed] the effect on each party of the granting or withhold of the requested relief.'" Id. at 523 (quoting Amoco Production Co. v. Gambell, 480 U.S. 531, 542 (1987)). Here, the balance of equities weighs strongly in favor of prompt confirmation of the Plan.7 First, the Plaintiffs sat on their asserted rights for months and 6 After Winters, the Second Circuit has continued to apply the so-called "serious questions" standard to the first element of the preliminary injunction inquiry. See Citigroup Global Markets, Inc. v. VCGT Special Opportunities Master Fund Ltd., 598 F.3d 30, 35 (2d Cir. 2010). Under the "serious questions" standard, a movant may satisfy its burden under the first prong of the preliminary injunction standard by showing either a likelihood of success on the merits or "sufficiently serious questions going to the merits to make them fair ground for litigation and a balance of hardships tipping decidedly toward the party requesting preliminary relief." Id. The Second Circuit's post-Winters case law makes clear, however, that, even under the "serious questions" approach, the movant must satisfy each of the four elements of the preliminary injunction standard. Salinger v. Colting, 607 F.3d 68, 79-80 (2d Cir. 2010). 7 In Adelphia, Judge Gerber considered the balance of equities between a debtor and private antitrust plaintiffs seeking to enjoin the purchase of the debtors' assets. In granting the debtors' request for a permanent injunction barring the antitrust plaintiffs (represented by the Alioto Law Firm) from pursuing their antitrust claims in a (cont'd) 5 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Pg 7 of 10 Main Document commenced the Adversary Proceeding only one week before the confirmation hearing, even though the Merger was announced in February 2013. Second, a continuance of the confirmation hearing would elevate the Plaintiffs' parochial interests above the interests of hundreds of thousands of creditors and other economic stakeholders, who will receive no distributions until the Plan is confirmed and substantially consummated.8 Third, the Merger has been subject to DOJ review under the Hart-Scott-Rodino Act and is currently subject to a DOJ enforcement action. Thus, the Plaintiffs cannot contend that that their last-minute Adversary Proceeding is necessary to ensure that the Merger is reviewed for compliance with antitrust law.9 7. In short, the Ex Parte Application neither seeks preliminary relief nor demonstrates that the Plaintiffs would be entitled to such relief had they properly sought it. The Court should therefore proceed with the confirmation hearing and dispose of the Plaintiffs' confirmation objection on the merits, as the confirmation objection is the only procedural posture in which the Plaintiffs' antitrust claims are properly before the Court. As noted above, if the court overrules the Plaintiffs' objection to confirmation of the Plan, that ruling will be res ________________________ (cont'd from previous page) non-bankruptcy forum, Judge Gerber determined that the balance of equities was "extraordinarily one-sided" in favor of the debtors. 345 B.R. at 84. 8 Although the enforcement action filed by the Department of Justice and the attorneys general of several states on August 13, 2013 may preclude consummation of the Plan and Merger during the third quarter of 2013, it does not require a delay of the confirmation hearing. Antitrust clearance is not a condition precedent of the confirmation of the Plan but rather is a condition precedent to the effectiveness of the Plan. The Committee continues to believe that an August 15 confirmation hearing is in the best interests of the Debtors and their estates, as prompt confirmation of the Plan gives certainty to creditors as to their rights if and when the Plan is consummated. In fact, the timetable for confirmation and emergence negotiated between the Debtors, the Committee, and other stakeholders has always contemplated the possibility that consummation of the Plan and Merger could extend beyond the third quarter of 2013 depending on regulatory developments. Indeed, the Merger approved by this Court's May 10, 2013 order (Docket No. 8096) includes a December 13, 2013 deadline for the parties to obtain regulatory approvals from applicable governmental entities. 9 In addition, a court may issue preliminary relief only if the movant posts a bond or otherwise secures "the costs and damages sustained by any party found to have been wrongfully enjoined or restrained." Fed. R. Civ. P. 65(c). Such security should "cover[] the potential incidental and consequential costs as well as either the losses the unjustly enjoined or restrained party will suffer during the period he is prohibited from engaging in certain activities or the complainant's unjust enrichment caused by his adversary being improperly enjoined or restrained." Wright & Miller § 2954 (2d ed. 2013). 6 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Pg 8 of 10 Main Document judicata and will preclude the Plaintiffs' continued litigation of the antitrust claims in any other forum, or in the Adversary Proceeding. See Corbett, 124 F.3d at 92. Thus, if the Court confirms the Plan, the Plaintiffs' sole remedy would be a direct appeal of the confirmation order and, if necessary, a stay pending appeal.10 8. The Supplemental Memorandum, which argues that the Adversary Proceeding was timely filed, also misses the point. Regardless of the reason for the lengthy delay, the Adversary Proceeding was filed only after the Plaintiffs put their antitrust claims before the Court in the form of a confirmation objection. Having done so, the Plaintiffs cannot subsequently withdraw the issue from the Court's consideration at the confirmation hearing merely by filing an eleventh-hour adversary proceeding. In any event, the Supplemental Memorandum utterly fails to explain why the Plaintiffs delayed until the week prior to the confirmation hearing to file the Adversary Proceeding. The premise of the Supplemental Memorandum is that the Debtors have "had a reasonable expectation that this lawsuit would be filed" since at least June 2013, when the Government Accountability Office released a report regarding the competitive implications of the Merger, and that the Plaintiffs' lawsuit therefore "should come as no surprise." Supplemental Memorandum at 7-9. But whether the Adversary Proceeding is a "surprise" is irrelevant, as the Debtors cannot respond to a lawsuit that has not been filed. In addition, the Supplemental Memorandum wholly ignores the over one month delay occasioned by the Plaintiffs' decision to sue US Airways in California, in violation of the automatic stay. The fact that the Plaintiffs were prepared to sue to enjoin the Merger on July 2, 10 Notably, the standard for a stay pending appeal is substantially identical to the standard for a preliminary injunction. See Natural Res. Defense Council, Inc. v. U.S. Food and Drug Admin., 884 F. Supp. 2d 108, 122 & n.12 (S.D.N.Y. 2012). And, as with a preliminary injunction, a stay pending appeal generally will not issue unless the appellant posts a bond or other appropriate security. See In re Adelphia Comm'cns Corp., 361 B.R. 337, 351, 368 (S.D.N.Y. 2007) (requiring $1.3 billion bond for stay of confirmation order). 7 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Pg 9 of 10 Main Document 2013—albeit in an inappropriate, non-bankruptcy forum—completely belies their contention that the Adversary Proceeding was filed without undue delay.11 In short, the Supplemental Memorandum contains no plausible justification for Plaintiffs' lengthy delay. 9. The Plaintiffs should not be permitted to litigate their antitrust claims—which are, at bottom, simply objections to the Plan—in a separate adversary proceeding extending well beyond the confirmation hearing. Rather, the Plaintiffs should have the same opportunity to object to the Plan at the confirmation hearing as other private litigants—no more, no less. Nor should the Plaintiffs be permitted to evade the stringent prerequisites to preliminary relief or a stay pending appeal merely by requesting accelerated scheduling. As these are the apparent purposes of the Ex Parte Application, it should be denied. 11 The Supplemental Memorandum also argues that any delay caused by the Adversary Proceeding is immaterial because DOJ enforcement action would also delay plan confirmation. See Supplemental Memorandum at 10. The Plaintiffs are mistaken. As noted above, resolution of DOJ enforcement action is a condition precedent to the Effective Date of the Plan and a condition precedent to the consummation of the Merger, but is not a condition precedent to confirmation. Accordingly, the Debtors and the Committee intend to seek confirmation of the Plan on August 15, 2013, as originally planned. 8 13-01392-shl Doc 20 Filed 08/14/13 Entered 08/14/13 11:59:53 Pg 10 of 10 Main Document Dated: New York, New York August 14, 2013 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP By: /s/ John Wm. Butler, Jr. Jay M. Goffman Four Times Square New York, New York 10036 (212) 735-3000 - and 155 North Wacker Drive Chicago, Illinois 60606 (312) 407-0700 John Wm. Butler, Jr. Albert L. Hogan, III John K. Lyons Felicia Gerber Perlman Attorneys for the Official Committee of Unsecured Creditors 9 Becky A. Roberts From: Sent: To: Cc: Subject: Liz Brady Monday, October 28, 2013 12:20 PM Andrew.jones@myfloridalegal.com; Bennett.rushkoff@dc.gov; Charlena Aumiller; Christopher.Hunt@myfloridalegal.com; Elaine.boughner@azag.gov; jdonahue@attorneygeneral.gov; jjesse@oag.state.va.us; jkirk@attorneygeneral.gov; jthomson@attorneygeneral.gov; Laura.Daugherty@myfloridalegal.com; liz.brady@myfloridalegal.com; mhull@oag.state.va.us; Nancy.bonnell@azag.gov; nicholas.bush@dc.gov; Nicholas.weilhammer@myfloridalegal.com; pascoed1 @michigan.gov; Rachel.Steinman@myfloridalegal.com; scott.palmer@myfloridalegal.com; SOAllen@oag.state.va.us; susan.myers@azag.gov; twertz@attorneygeneral.gov; Vic Domen Trish Conners Comments on: - CBS News Video http://www.cbsnews.com/8601-500251_162-50158018.html?assetTypeId=58 I saw this on the morning news. Airfares for holiday travel are up because capacity is down, particularly in leisure markets. 1 Becky A. Roberts From: Sent: To: Subject: Attachments: copeland426@verizon.net Friday, August 16, 2013 10:34 AM Vic Domen Case 1:13-cv-01236 DOJ against the US Airways & American Merger.docx Please see the attached WORD document pertaining to Case 1:13-cv-01236. Peter Copeland 426 Scottsdale Drive Moon Township, PA 15108 1 August 15, 2013 Peter Copeland 426 Scottsdale Drive Moon Township, PA 15108 Senior Antitrust Counsel Victor J. Domen, Jr 500 Charlotte Avenue Nashville, TN 37202 Ref: Case 1:13-cv-01236 Subject: US Airways & American Merger 1 Page After reading the law suit filed by the DOJ against the US Airways & American merger, it seems that the DOJ has forgotten that they have created the world’s #1 airline twice before with their approval of the Delta & Northwest (2008) and the United & Continental (2010) mergers! Airlines are historically more susceptible to boom and bust cycles than many other types of businesses. Neither American nor US Airways, as stand-alone carriers, can effectively compete against the size of either Delta or United. Southwest is now the largest domestic air-carrier in the United States and can set the price of fares in most domestic markets. The lawsuit is filled with platitudes of assumptions, as an example “would likely”, “would increase the likelihood” and “would eliminate”. The document lacks conclusive factual data about the outcome of the merger and is filled with suppositions. One of the discussion points in the suit is the US Airways Advantage Fares which the company could drop at any time if they become a non-viable business option regardless of the merger (7.) Traffic demand and profit will drive that decision not a merger! The suit also points to the slots owned by US Airways at Ronald Reagan Washington National Airport. US Airways owns 55% of the available slots (10.) The combined airline would control 69% of the slots at DCA. In the graphic provided by the Bureau of Transportation Statistics (see page 04) the combined new American would only have 31.22% share of the Washington National (DCA) market. In paragraph 86 of the suit, it state that US Airways purchased “nearly all of the slots that might otherwise be available to interested buyers” then in paragraph (30), it indicated that slots are valued at $2 million per slot! US Airways has made a substantial corporate investment in DCA of which the DOJ had final approval over the ownership of those slots! As stated in the suit, US Airways operates hubs at Phoenix, Charlotte, Philadelphia and Washington, D.C. American operates hubs at Los Angeles, Chicago, Dallas and Miami. There is no overlap in operational hubs consequently there is no conflict with monopolization in any one market. The government makes the assertion that “small but significant and non-transitory fare increase” would hurt the traveling public. Again this is an assumption that could exist with or without the merger and would be driven by market forces not the merger itself. The DOJ does not mention the synergistic cost savings of the combined airline by being able to purchase fuel, parts and consumables at much better pricing due to the new economy of scales that would be achieved with the merger. The cost savings would allow the merged carrier to hold the line on expenses which would bode well for holding down fare increases and the opportunity to continue lower fare programs such as the Advantage Fare program. 2 Page Paragraph 32. states that “In addition, there are non-network airlines, including Southwest Airlines and a handful of smaller firms, which typically do not offer “hub & Spoke” service. The Hub & Spoke system has historically provided more service to smaller communities due to the larger connection possibilities provided by this type of operation than point-to-point service. Again the merger would have no overlapping hubs systems and would provide a vast connection network through each hub. In paragraph (50), there is a graphic where US Airways has the lowest connection fair from Miami to Cincinnati at $471.00. American has the highest fare but they have the only non-stop service in that market. In paragraph (52), there is another graphic showing US Airways with the only non-stop service between Charlotte and Syracuse and we are the third most expensive fare; Delta had the lowest connection fare at $375.00. This comparison only shows that non-stop flights command a higher fare than connections flights. Another assertion in the suit is that the merger would create “Capacity Discipline” with fewer flights and higher fares. Today 8/13/2013, we had 143 ATC issued advisories for re-routes, ground stops, and ground delay programs. The ATC system can’t handle the current air traffic demand, if there is even the slightest disruption due to weather or airport construction let alone if any major carrier expands with more aircraft and more flights. There is no serious expectation that the ATC system will be able to handle any increase in future expected air traffic growth! The list of flights detailed in the suit as “presumptively illegal” includes the majority of all possible connection flights between each city pair, not the normal non-stop flight comparison between air carriers. As an example PIT-SFO is listed, United is the only carrier out of PIT that flies non-stop from PIT-SFO. All other carriers have connection flights through their hub or focus stations. Baggage fees were also excoriated in the suit. If the baggage fees were so deleterious to the flying public every Southwest flight should be full to every destination, every day since they do not charge for bags, but they are not 100% full every day and all the legacy carriers are carrying record numbers of passengers. Let the FREE market judge the competitiveness of each carrier’s fees! Below is an airport analysis of some of the major airports in the United States less the major hub stations for US Airways (Charlotte) and American (Dallas, Miami). The charts below are from the Bureau of Transportation Statistics. http://www.transtats.bts.gov/airports.asp?pn=1 The law suit is arbitrary and capricious and should be withdrawn! 3 Page New American share post-merger 31.22% Washington, DC: Ronald Reagan Washington National I Earner Shares for May 2?12 April 2U13 lCarrier Passengers Share "5 3,?12 19.41% Airways Delta 2,433 12.35% America? 2,239 11.5% united 1.51.7Ir . 1 113 . . . 'Wisoonsln a I US Airways I Delta I American I United IWisconsin I Either {?ner sods 42.11% Based on enpianed passei'uer?tmj both arming and departing. New American share post-merger 23.04% New York, NY: LaGuardia Earner Shares for May 2012 - April 2U13 Carrier Passengers Share Betta 5,111? 23.13% America? 3,551 14.33% I US 2,023 3.3% Airways United 1,350 151% JetBlue 1'33 550% Delta IAmerican US Airways I United I JetEilue I Either {?ller 10,013 AUEFA Based on enpianed passauersaitmj both arm-mg and deparijrig. 4 Page New York, NY: John F. I'llennetlylIr International Earner Shares for May 2012 - April 2U13 Carrier Passengers Share JetBlue 9'32 Mai? Dena 5,1133 EZTEDEE: 4,03? 15.53% Pinnacle 1'33? 533% Ullile'd 914 am I Delta I American I Pinnacle I United I Either mher 3,939 12.51% Based on enoI-aned passauasttm] both ani'u'ing and Newark, NJ: Newark Liberty International Earner SIIEITEE for May 2012 April 2?13 Carrier Passengers Share united 11,495 49.91% ExpressJet 3335 15"]ng Jet?lue Lass asses US Aim?yg 1,1?1 5.12% Southwest 1'15: am I United I Expressjet I JetEllue I US Airways I Southwest I l:tther mher 4,333 13.99% Based on enplaned passauastt?i?j both aniuing and 5 Page Philadelphia, PA: Philadelphia lnternatienal Earner Shares fer May 2012 - April 2U13 Carrier Passengers Share US 10,35 dam Ainyays Wiseensin 3543 936% Seuthwest 2'35 3?53?" Delta 1,551 5.12% 1'111 $353351 I US Airways I Wisconsin I Seuthwest I Delta I United I Either {?ner 1.363 30.31% Based en enplaned passatgei'?ti?] hath aniying and Atlanta, GA: Harts?eld-Jaeksen Atlanta lnternatienal I Earner Shares for May 2U12 April 2013 Carrier Passengers Share Dena 54,335 EEASDEE Air?"a" 11,2115 ExpreIEE?Jet 3.33. 10.15% Pi? ?Ede 1,554 2.33% 1,51? . Southwest ?1 I Delta I AIrTran I ExpressJet I Southwest I Either {?ller 11,541 5.5% Based an enplaned passauei'?tmj hath arriving and departing. 6 Page New American share post-merger 25.08% Boston, MA: Logan International Carrier Shares for May 2012 - April 2U13 Carrier Share JetBlue 5,331 23.03% united 3.2432 13.45% US 12.95% Airways America? 2,929 12.13% Delta 5531 1mm? JetEllue United I US Airways IAmerican I Delta I Either mher 5,525 22.51% Based on motored both EllT'l'u'll'ig and Chicago, IL: Chicago D'Hare International Carrier Shares for May 2U12 - April 2013 Carrier Share united 14,234 22.51% America? 12.035 22.42% American 5,333 11.93% Eagle Expressdet 2'53 354% Slime-?St 2'39 dim I United I American I American Eagle I Expressjet I SlogWest I Other {?ller 13,524 25.25% Baa-ed on enolaned both am'm'ng and 7 Page Eirlande, FL: Eirlantie International Carrier Shares for May 2m: - April 2?13 lliarrier Passengers Share Seutllwest 5'334 21531;? Dena 5,31 11-43% JetBlue 41,3? 13.39% hirTra" 3,512 11.Southwest I Delta I JetEllue I AIrTran I United I Either mher 1.151 23.55% Based an enplaned passages-{CED} bath am'm'ng and Denver, CD: Denver lnternatienal Carrier Shares for May 2m: - April 2?13 lliarrier Passengers Share Seutllwest 13232 Ema United 12,11? arts-1% I an?er 9,224 18.53% assess Skerest $432 Betta 1,950 3.94% I United I Frentier I Sk?fw'?t I Delta I Ether mher 9,565 194.1% Based en enp-Ianed passages-{ICED} hath am'm'ng and 8 Page Las Vegas, NV: MoCarran International Carrier Shares for May 2012 - April 2?13 Carrier Passengers Share Southwest 153m Betta 3,502 sass-s united 3,59 9.25% American 2' '23 E?qu . . 1,331 . . '1 I Southwest I Delta I United I American I Spirit I Either Diner 9,152 25.94% Based on enplaned passengerst?mj thih solving and Fh?-E?iit, AZ: Phoenth Sky Harbor International Earner Shares for May 2U12 April 2013 Carrier Passengers Share US 14,52 39.49% Airways Southwest 13025 315% Dem 2,129 asses Mesa 1,341 $9993: SkyWe-st 1359 dim I US Airways I Southwest I Delta I Mesa I SkyWest I Either mher 4,515 12.24% Based on enolaned pass-emer?UII] both am'ying and 9 Page San Francisco, CA: San Francisco International Earner Shares for May 2012 - April 2U13 Carrier Share United 1233?:- Ell-meat 3,323 11% America? 3,055 9.10% Southwest 3'03 mqu Dena 2"?31 Sauna I United I Skaeat I American I Southwest I Delta I Either {?ller 3,195- 31-42% Baa-ed on enol-aned both entitling and Loa Angelee, CA: Loe Angelee International Earner Shares for May 2012 - April 2U13 Carrier Share united 3,510 America? 3,599 13.54% Southwest 133? 15m Dena 5,230 13.51% $345 g?a? I United IAmerican I Southwest I Delta I Skaest I Other mher 10,954 23.3% Based on enolaned both am'uing and 10 Page Court Urged To Let DOJ Veil Sources From AA, US Airways - Law360 Page I of2 Lnw Portfol¡o Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www,law360.com Phone: 11 646783 7100 lFax: +I 646783716L lcustomerservice@law36o.com Court [Jrged To Let DOJ Veil Sources From AA, US Airways By Dan Prochilo Law360, New York (October L0,2OI3,6:46 PM ET) -- The Depaftment of Justice should not have to tell US Airways Group Inc. and American Airlines Inc, who it interviewed and what information those sources provided leading to the government's antitrust suit to block the carriers' proposed merger, a special master said Thursday. Judge Richard Levie, who is in charge of managing discovery in the case, advised a Washington, D.C., federal court to reject a motion by US Airways and American's parent company AMR Corp. to compel the government to hand over a list of interviewees and to disclose the facts the DOJ gleaned from them. Levie sided with the government and found that the documentation was protected under the work product doctrine. "The reality is that the interrogatory at issue ultimately is an effoft by defendants to find out what facts were important to plaintiffs," Levie said, "From such factual analysis it is a very small step to looking at the facts deemed relevant to plaintiffs'counsel and deriving insight and understanding into the legal theories and approaches of plaintiffs," The discovery clash over the interviews unfolded as the airlines tried to fend off an attempt by the DOJ and the attorneys general of five states and Washington, D,C., to derail their merger, The authorities filed suit in mid-August - after the transaction already had received the approval of shareholders and European competition regulators - contending the merger would reduce competition and result in higher fares and additional fees. The deal would have a particularly problematic effect on Washington's Reagan National Airport, where the merged entity would control 69 percent of the takeoff and landing spots, giving the new company a monopoly on service to and from the nation's capital, according to the DOJ, But the airlines have said the merger would be "pro-competitive" and would benefit passengers, The different hubs of the carriers - including Philadelphia and Phoenix for US Airways and Dallas and Miami for American - have lent their suppott to the idea of an airline that would purportedly provide consumers with more options. DOJ to identify each person the agency interviewed and reveal "all factual information obtained from these individuals and entities" that was relevant to the government's case. In late August, the airlines formally asked the The DOJ balked at the request, saying the airlines were seeking evidence that was protected under the work product doctrine, which shields attorneys' interview notes and other written materials from being unearthed during the discovery process to ensure lawyers can work "free from unnecessary intrusion by opposing parties," according to mhtml:file://H:\PlDWic\AA US Air V/orking file pdflCourt Urged To Let DOJ Veil Sourc... 511912016 Court Urged To Let DOJ Veil Sources From AA, US Airways - Law360 Page2 of2 Thursday's ruling. The carriers shot back that they were not seeking interview notes or summaries of the conversations, but mere facts - which, according to AMR and US Airways, were not considered under the law to be attorney "work product," since that term applied only to documents and other tangible items' Citing a case in which the D,C. Circuit rejected attorneys' attempts to gain access to oppoling counsel's "mental impressions of witness interviews," Levie agreed with the DOJ, "That the interrogatory .., seeks only'facts'and not such'mental impressions'in this case is a distinction without a difference," the special master said. Levie also pointed out that the Justice Department had turned over a list of everyone who was likely to have relevant information, along with all documents and data that authorities obtained from sources that were not involved in the case. "Using this information, defendants may conduct their own investigation and independently obtaiñ facts and reach their own conclusions about the utility and importance of any information," Levie said. Representatives for the parties were not immediately available Thursday for comment. US Airways is represented by O'Melveny & Myers LLP, Cadwalader Wickersham & Taft LLP and Dechert LLP, AMR is represented by Jones Day and Paul Hastings LLP. The case is U.S, v. US Airways Group Inc. et al., case number 1:13-cv-01236,in the U.S. District Court for the District of Columbia. --Editing by Richard McVaY' All Content O 2003-2013, Portfolio Media, Inc. mhtml:file://H:\pIDWic\AA US Air V/orking f,rle pdflCourt Urged To Let DOJ Veil Sourc". 511912016 Page Creditors Want Say In American-US Airways Antitrust Suit - Law360 I of2 Lnw portfolio Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +L 646 783 7t6l I customerservice@law36o.com Creditors Want Say In American-US Airways Antitrust Suit By Dan Prochilo Law360, New York (October 28,2OL3, B:29 PM ET) -- The unsecured creditors of American Airlines Inc,'s bankrupt parent company asked a Washington, D.C., federal judge Monday to allow them to file a friend-of-the-court brief backing American's contested merger with US Airways Group Inc,, saying the bankruptcy process would have to start over if federal authorities killed the deal. The committee representing the unsecured creditors of AMR Corp. - who would own the majority interest of the airline resulting from the merger - asked the court for a chance to weigh iñ on the U.S, Department of Justice's antitrust suit to block the carriers'tie-up and to explain how critical the transaction is to AMR's reorganization plan. "As the fcommittee] has informed the DOJ in several submissions and direct communications, an injunction here would return the AMR bankruptcy to square one with likely disruption and dilarray among numerous, financially unaligned stakeholders," the unsecured creditors said' Their request to chime in was filed the same day several airpofts dominated by American and US Áirways also sought approval to file amicus briefs cheering on the merger, arguing the deal would be pro-competitive by forming a third "comprehensive and viable global" carrier capable of going toe-to-toe against the far larger United Air Lines Inc' and Delta Air Lines Inc. "Due to the merger's positive ramifications for competition generally, as well as the benefits it will provide for each of the amici and their respective communities, amici have a substantial interest in this case," according to the Dallas/Fort Wotth, Charlotte Douglas, and phoenix Sky Harbor International Airports and the city of Philadelphia - which operates Philadelphia International Airport. The DOJ and the attorneys general of several states filed suit in mid-August alleging the deal would violate antitrust ìaws by further reducing competition in a market that has already been consolidated by multiple mega-mergers. The deal, which would form the world's largest airline in terms of passenger volume, would saddle passengers with higher fares and additional fees and have a pafticularly problematic impact on Washington's Reagan National Airpoft, where the merged entity would control 69 percent of the takeoff and landing spots and have a monopoly on service to and from the nation's capital, according to the DOJ' But the merger has plenty of backers that are pressuring the DOJ to drop the litigation, as well, such aJ tfie mayors of seven cities that serve as hubs for the two airlines, who sent a mhtml:f,rle://H:\plDWic\AA US Air Working file pdflCreditors Want Say In American-US.'. 511912016 Creditors Want Say In American-US Airways Antitrust Suit - Law360 Page2 of 2 letter to Attorney General Eric Holder on Wednesday urging him to allow the carriers' proposed merger to proceed for the sake of their local economies. Those city officials told Holder that the merger would boost business and bring new jobs to their communities, and standing in its way would endanger the future of stand-alone American and United. - which includes three labor unions, the Pension Benefit Guaranty Corp. and Boeing Capital Corp., among others - are likewise anxious to see the deal go through, and on Monday they asked the court for leave to fully explain the "complexities" that would result in AMR's bankruptcy proceedings if the transaction were grounded. AMR's committee of unsecured creditors The reorganization plan for American's parent company - confirmed by U.S. Bankruptcy Judge Sean H. Lane in September - hinges on the proposed merger, they pointed out, and if the couft sides with the lustice Department, AMR would have to come up with a new plan in which exited bankruptcy solo or find a new partner. At any rate, its bankruptcy would be prolonged, driving up its legal fees. Experts have previously told Law360 that if the current reorganization plan were scrapped, it could be tough for AMR to work out an alternative plan that could win the approval of all its creditors and stakeholders, especially the employee unions, A representative for the DOJ could not be immediately reached for comment Monday, The unsecured creditors' committee is represented by Gregory B. Craig, John Butler Jr,, Albert L. Hogan III, Jay M. Goffman, James A. Keyte, and Kenneth B. Schwartzof Skadden Arps Slate Meagher & Flom LLP. The airports are represented by David Bamberger and Paul Schmitt of DLA Piper LLP, US Airways is represented in the antitrust litigation by O'Melveny & Myers LLP, Cadwalader Wickersham & Taft LLP and Decheft LLP. The case is U,S, v. US Airways Group Inc. et al,, case No. 1:13-cv-01236, in the U.S, District Court for the District of Columbia. The bankruptcy is In re: AMR Corp., case No. 1:11-bk-15463, in the U.S. Bankruptcy Court for the Southern District of New York, --Editing by Chris Yates All Content O 2003-2013, Poftfolio Media, Inc, mhtml:file://H:\PlD\Vic\AA US Air Working file pdflCreditors V/ant Say In American-US... 511912016 WASHINGTON REAGAN NATIONAL - BOSTON LOGAN US Airways’ Average Round-Trip Prices Before & After JetBlue’s Nov. 2010 Entry $400 $366 $350 $300 $236 $250 $200 $150 $100 $50 $0 October 2010 December 2010 Source: US Airways Profit and Loss Reports. WASHINGTON REAGAN NATIONAL - BOSTON LOGAN US Airways’ Walk-Up Round-Trip Prices Before & After JetBlue’s Nov. 2010 Entry $1,400 $1,222 $1,200 $1,000 $800 $600 $488 $400 $200 $0 BeforeJetBlue's JetBlue Entry Before Entry After JetBlueEntry Entry After JetBlue's Source: US Airways July 2012 internal analysis of impact of JetBlue's entry. Case 1:13-cv-01236-CKK Document 20 Filed 08/23/13 Page 1 of 1 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, et al., Plaintiffs, Civil Action No. 13-1236 v. US AIRWAYS GROUP, INC., et al., Defendants. ORDER (August 23, 2013) Upon consideration of the parties’ [10] Notice of Joint Request for Trial Scheduling Conference, it is, this 23rd day of August, 2013, hereby ORDERED that the Court shall hold an initial scheduling conference in this matter on August 30, 2013 at 9:30 in Courtroom 28A. IT IS FURTHER ORDERED that the parties shall file a joint report as required by Local Civil Rule 16.3 by no later than 5:00 PM on August 28, 2013. IT IS FURTHER ORDERED that the Plaintiffs shall file a response to the Defendants’ [11] Motion to Set Trial Date by no later than 5:00 PM on August 27, 2013. The Defendants may file a reply by no later than 5:00 PM on August 28, 2013. The parties are advised that the Court has a criminal trial set to begin on January 14, 2014 that is expected to last six to eight weeks. SO ORDERED. [draft] COLLEEN KOLLAR-KOTELLY UNITED STATES DISTRICT JUDGE DOJ's Airline Merger Challenge Recalls AT&T Fight - Law360 Page 1 of3 Portfol¡o Media. Inc, 860 Broadway, 6th Floor I New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +7 646 783 776t I customerservice@law36o,com DOJ's Airline Merger Challenge Recalls AT&T Fight By Melissa L¡pman Law360, New York (August 2I,2013,10:10 PM ET) -- The U.S. Department of Justice's recent suit to block an $11 billion merger between American Airlines Inc. and U.S, Airways Group Inc. has more in common with the agency's 2011 challenge to AT&T Inc,'s $39 billion tie-up with T-Mobile USA Inc, than its balmy August filing date and the word t'ca rrie r, " The antitrust watchdog's two most audacious merger challenges in recent memory have both been marked by a lessened focus on traditional markets, an interest in maverick companies and a decision to discount the importance of smaller competitors, experts said. Still, the DOJ's latest suit boasts one potential advantage: the experience of watching prices go up after two other major mergers of legacy carriers. Here, lawyers lay out in detail the three similarities between the blockbuster merger fights, and the one key difference. Markets Go National When the DOJ sued AT&T in 2O11, it cited concerns that the deal would increase concentration in the vast majority of the cellular market areas that telecommunications officials use to license mobile services, But it also argued that while consumers shop among cell providers based on the service available in their local market, the true market in which the big four carriers competed was national in scope, Likewise, antitrust officials have long analyzed airline mergers based on city pairs, as well as a deal's likely effects on airport hubs. And the DOJ's Aug. 13 complaint does take on those issues, arguing that American and US Airways directly compete on "thousands of heavily traveled nonstop and connecting routes" and warning the merged airline would command a hefty 69 percent of all takeoff and landing slots at Washington, D.C.'s Reagan National Airport. But once again, the DOJ argued that the market was dominated by broader concerns. Airlines also compete on type of service, flight schedule, seating policies, baggage policies, meals, frequent flyer programs and a host of other options, it noted. And that kind of competition could suffer on a wide scale if American and US Airways are allowed to merge, making it easier for all carriers to increase prices or decrease service, in the DOJ's telling. "The concept is there in both that there's this movement to say, 'You know, maybe it doesn't make sense just to look at localized competition when you're talking about industries where the larger network impacts that competition,"' said Fenwick & West LLP mhtml:file://H:\PlDWic\AA US Air Working file pdflDOJ's Airline Merger Challenge Rec,., 511912016 DOJ's Airline Merger Challenge Recalls AT&T Fight - Law360 Page2 of3 partner Mark Ostrau. While the DOJ, in tandem with the Federal Communications Commission, ultimately succeeded in putting an end to AT&T's bid for T-Mobile, it never had to make its market definitions and theories stick in court, because the telecommunications giant abandoned the deal, And just because the DOJ has raised similar concerns in the airline case doesn't mean those arguments will persuade a judge, "They've added that element here, which is not what they've done in the past," said Bingham McCutchen LLP partnerTed Henneberry. "I would think on the evidence side, it's going to still come down to what routes are we talking about and what's the price effects, and I think that may be in the defendants'favor when they start doing that." The Elusive Maverick The notion of a maverick firm - a company that "plays a disruptive role in the market to the benefit of customers," in the words of the 2010 horizontal merger guidelines - also comes up in both complaints/ even if the DOJ didn't explicitly use the label in the new suit, In the AT&T challenge, the agency took pains to highlight T-Mobile's history of introducing a number of innovations, like mobile hotspots and the first Android smaftphone, as well at its aggressive pricing strategy. As one of the four remaining legacy U.S, airlines, US Airways is certainly not an upstart in the industry. But even though it isn't the prototypical maverick, the carrier's willingness to undercut rival legacy airlines'nonstop service rates has offered key price competition, the DOJ argued, The program, known as "Advantage Fares," makes the most of US Airways' less profitable hubs by charging as much as 40 percent less for one-stop routes between two cities than competitors charge for nonstop service, according to the complaint. This has "proven highly disruptive to the industry's overall coordinated pricing dynamic," the DOJ said, "The underlying theory in both cases seems to be that they're very concerned, in accordance with their merger enforcement policies and under the guidelines, with any transaction that appears to take out a maverick," Henneberry said. "In both cases that seems to be the main motivating driver." 'Com petitor' Redefi ned In both cases, according to the DOJ, the proposed mergers would also take the number of competitors in the market from four to three. For the telecommunications deal, that meant discounting the competitive impact of smaller regional carriers like MetroPCS. In the current merger, the DOJ maintains Jetblue Airways Corp, and Southwest Airlines Co, simply don't compete for the same customers on the same level, citing a statement by a US Airways executive. "With AT&T there were just four players, and the complaint in the American Airlines case is concentrated again on what the top four have of the domestic air travel market," Henneberry said. "So in that sense, I think they are quite similar and do reflect a consistent enforcement policy by the division in looking at what roles companies play particularly in these concentrated industries,' The DOJ is also using the trend toward consolidation within the airline industry to support its so-called coordinated effects case, According to this argument, the deal will make it mhtml:file://H:\PlDWic\AA US Air Working file pdflDOJ's Airline Merger Challenge Rec... 511912016 DOJ's Airline Merger Challenge Recalls AT&T Fight - Law360 Page 3 of3 easier for all of the players in the industry to pursue similar pricing strategies or other parallel conduct without colluding. "This was part and parcel of the 1950 amendments to the Clayton Act, the concern that you wanted to prevent the anti-competitive effects, that you wanted to thwaft them at their incipiency," said University of Tennessee associate professor of law Maurice Stucke. "Here the complaint not only raised the trend toward concentration for its own sake, but then articulated how that increase in concentration has really harmed consumers." Data, Data, Data That reliance on the coordinated effects theory - and the empirical evidence the DOJ says it has to back it up - also marks one of the key differences between this merger challenge and the AT&T-T-Mobile one, which looked more at whether the deal would have allowed the combined company to change its own prices and policies. "If you think since the 1990s, what's been popular has always been a unilateral effects theory," said Stucke, who is also of counsel at GeyerGorey LLP. "This is almost entirely a coordinated effects theory, [and] I think it's very strategically well thought-out, [because the airlinesl can't really now divest a few landings. The way the complaint is described, it's hard to see any remedies short of a full-blown injunction." And this time around, the DOJ has the benefit of pricing data from two other mergers of legacy carriers: the 2008 merger of Delta Air Lines Inc. and Northwest Airlines Inc., and the 2010 tie-up of United Air Lines Inc, and Continental Airlines Inc. "Empirical evidence relating concentration to price levels is going to be important," said University of lowa law professor Herb Hovenkamp. "One of the beauties of the airline industry, like baseball, is they collect statistics on everything, so it's no problem forthe government to collect historical data," That kind of evidence also lines up well with the 2010 merger guidelines' call for the agencies to look for "natural experiments" that offer insight into what a proposed merger might do to a market, according to Ostrau. "The ability to look backward ... actually appears to be better in this case than in the telecom case, because there has been and continues to be a lot of innovation and new methods of competition existing in telecoms that you don't really find in air travel," Ostrau said. "Certainly the Justice Department... they're kind of saying,'Look, we looked back, and maybe we shouldn't have let these prior deals happen on the airline side. And now we have the benefit of hindsight,"' "If anything, it makes it worse for the airlines than otherwise," he added. --Additional reporting by Liz Hoffman, Editing by Kat Lasko,ryski and Melissa Tinklepaugh' All Content O 2003-2013, Portfolio Media, Inc' mhtml:file://H:\pID\Vic\AA US Air V/orking frle pdflDOJ's Airline Merger Challenge Rec... 5l1912016 DOJ, Airlines Open To Settlement Over $118 Merger - Law360 Page 1 of3 Lnw Portfolio Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www,law360,com Phone: +1 646 783 7100 Fax: +I 646 783 716l I customerservice@law36O,com DOJ, Airlines Open To Settlement Over $118 Merger By David McAfee Law360, New York (August 28,2013,5:26 PM ET) -- The U.S, Department of Justice, American Airlines Inc. and US Airways Group Inc. on Wednesday expressed their interest in settling the government's challenge to the airlines'$11 billion merger, just one day after the DOJ requested a March 2014 trial date. The government said in a joint repoft that it is "open to a settlement that addresses the competitive harms posed by the merger but have not yet received any such proposal from the defendants." Fortheir part, American Airlines and US Airways said they attempted to settle the case before it was brought, have publicly indicated their willingness to consider alternative approaches to settlement and continue to believe there "ought to be a realistic possibil ity of settlement. " The joint report, mandatory under Local Civil Rule 16,3, required the parties to meet and confer to discuss various aspects of the trial, They remain at an impasse regarding the date for a trial and on the merits, according to Wednesday's filing. The DOJ and the airlines did report to coming to agreement on several matters relating to case management and discovery that are not affected by the schedule. The joint report comes just a day after the DOJ requested a March 2014 trial date for the case, saying that American's bankruptcy didn't justify rushing to trial in 2013, Earlier in August the carriers urged the judge overseeing the merger dispute to set a November trial date, but the DOJ and the state attorneys' general suing to block the deal argued Tuesday that with both airlines reporting record earnings there was no need to abbreviate the discovery process for such a complex case, "Given what is at stake, this court should allow both sides a full opportunity to develop the relevant evidence in discovery and to present that evidence at trial," the DOJ told the court in a filing, "Defendants'attempt to rush this matter to a trial on the merits in fewer than 75 days following the initial scheduling conference creates the very real risk that a challenge to a $14 billion merger - in dollar terms one of the largest merger challenges will be resolved on less than an appropriate record." ever adjudicated - The deal, which would create the world's largest airline by passenger volume, was worth about $11 billion when it was announced in February as part of a plan to help American's parent company, AMR Corp,, exit Chapter 11. to US Airways'stock price, the price tag has fluctuated significantly since then, hitting $1a,3 billion earlier in August, though the value has now fallen back to $11.4 billion. Because the value of the deal is tied mhtml:file://H:\PlD\Vic\AA US Air V/orking file pdflDOJ, Airlines Open To Settlement ... 511912016 Page2 of DOJ, Airlines Open To Settlement Over $118 Merger - Law360 3 The DOJ and attorneys general from six states and the District of Columbia sued to block the merger on Aug, 13, saying the deal would curb competition in key U,S, hubs and lead to higher fares. A few weeks later, the two carriers asked the judge overseeing the case to schedule the trial to begin Nov. 12, saying they anticipated the process would take 10 days and were eager to show that the merger would actually benefit consumers, But the DOJ warned Tuesday that antitrust cases tend to involve complicated legal and economic questions, making a longer discovery period crucial. Instead, the DOJ and the states asked for a trial ready date of March 3,2OL4, saying the court could schedule trial at its convenience after that date, That will give all the parties four months for document discovery and depositions, a month to gather expert testimony and another month for pretrial motions, according to the DOJ, "This schedule, while expeditious for a case of this magnitude, seeks to ensure that the couft will have an appropriate record," the DOJ said. The DOJ and the states also criticized the airlines for trying to use American's bankruptcy to justify a faster schedule by claiming that the suit has "created enormous uncertainty" for their employees and customers. "Their suggestions of undue surprise and resulting uncertainty because of this lawsuit are unfounded," the DOJ said, pointing out that American had recently urged the bankruptcy court to approve its reorganization plan because the carriers had already planned for the possibility of an antitrust challenge. "From day one, interested parties knew what should have been clear: that a merger of two large firms competing in already highly concentrated markets might draw an antitrust challenge," the DOJ said. "It was defendants'desire to pursue a highly problematic merger that created the problem they are now seeking to blame on others." But in a joint statement, the airlines called the DOJ's requested trial date "entirely unreasonable," pointing out that the DOJ's 16-month investigation of the deal was already twice as long as the average merger review. "Since 2001, DOJ merger cases litigated to a decision have had an average time from the DOJ's complaint to trial of 70 days," the carriers said. "Further, unnecessary delays also prevent American's financial stakeholders, which includes creditors, shareholders and employees, from realizing the benefits and improved certainty that will come from American's emergence from Chapter 11," In their own filing on Wednesday, the airlines warned that the DOJ's proposed schedule "inherently puts the transaction at risk" and asked the coutt for an earlier trial date to ensure that the merits, rather than the schedule, decide the case. An initial conference in the case is scheduled for Friday morning by Richard Parker of O'Melveny & Myers LLP, who will be lead litigation counsel for the defendants in the antitrust suit, supported by Paul Denis of Dechert LLP and Rick Rule of Cadwalader Wickersham & Taft LLP, American is represented by Joe Sims of Jones Day and M,J. Moltenbrey of Paul Hastings LLP. US Airways is represented US Airways is also represented by Latham & Watkins LLP as lead M&A counsel and O'Melveny & Myers LLP on labor issues. mhtml:file://H:\PlD\Vic\AA US Air V/orking file pdflDOJ, Airlines Open To Settlement ... 511912016 DOJ, Airlines Open To Settlement Over $118 Merger - Law360 Page 3 of3 American is represented by Weil Gotshal & Manges LLP as lead M&A and bankruptcy counsel, K&L Gates LLP and Debevoise & Plimpton LLP as special aircraft counsel. American's ad hoc committee, mostly composed of bondholders, is represented by Milbank Tweed Hadley & McCloy LLP, The unsecured creditors committee is being advised by antitrust partner James Keyte and counsel Kenneth Schwartz of Skadden Arps Slate Meagher & Flom LLP, and by attorneys from Togut Segal & Segal LLP. Moelis & Co. and Mesirow Financial are serving as financial advisers to the unsecured creditors committee, The case is United States of America, et al,, v. US Airways Group, Inc., et al,, case No, 1:13-cv-01236, in the U,S, District Court for the District of Columbia, --Additional reporting by Liz Hoffman and Melissa Lipman. Editing by Melissa Tinklepaugh mhtml:flrle://H:\PlDWic\AA US Air Working fîle pdflDOJ, Airlines Open To Settlement ... 511912016 DOJ's Baer Says Airline Merger Pact Preserves Competition - Law360 Page I of2 Lnw Portfol¡o Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www,law360,com Phone: +1 646 783 7100 Fax: +l 646 783 7L6l I customerservice@law360.com DOJ's Baer Says Airline Merger Pact Preserves Competition By Alex Lawson Law360, New York (November L5,2OI3,2:00 PM ET) -- The U.S. Department of Justice's antitrust head on Friday defended the agency's decision to settle a suit blocking the merger of U.S, Airways Group Inc. and American Airlines, telling a congressional oversight panel that the asset divestiture commitments it received should mollify any anticompetitive effects of the deal. Assistant Attorney General William Baer told members of the House Judiciary Committee that the settlement was designed to avoid future competition problems in the industry and went so far as to say that the deal they reached was a better alternative than stopping the merger altogether. "This settlement, we ended up concluding, was actually better than a full-stop injunction," Baer said during a hearing of the Subcommittee on Regulatory Reform, Commercial and Antitrust Law. "A full-stop injunction would have kept the legacy carriers in their current position, which was already pretty cozy." In exchange for dropping the suit, the DOJ secured a commitment from the airlines to surrender departure gates and 138 takeoff and landing slots at airports in Boston, Chicago, Dallas, Los Angeles, Miami, New York and Washington, D.C., to low-cost carriers in order to balance the playing field and preserve competitive pricing for travelers. Several lawmakers pointed to a scathing editorial in The New York Times criticizing the settlement, including Rep. John Conyers, D-Mich., who said he was not fully convinced that the proposed divestitures were enough make the merger palatable for U.S. consumers. "I remain concerned that the new merged carrier, which would be the largest in the world, would result in only four domestic airlines controlling more than B0 percent of the market," Conyers said. "As The New York Times noted in yesterday's editorial, the agreement simply ignores the central concern the Department of Justice expressed in its lawsuit. The four big airlines... will have an even greater incentive to raise fares and fees because consumers will have fewer choices." Subcommittee Chairman Spencer Bachus, R- Ala., offered suppott for the settlement agreement, calling it a "successful conclusion" to the matter, Bachus criticized the decision to file suit over the merger in the first place, indicating that he felt the DOJ was "overcompensating" for its failure to scrutinize more problematic airline mergers in the past. Meanwhile, at the same hearing, Federal Trade Commission Chairwoman Edith Ramirez continued to face pressure on the agency's so-called Section 5 authority to police unfair mhtml:file://H:\PID\Vic\AA US Air Working file pdflDOJ's Baer Says Airline Merger Pac... 5l1912016 DOJ's Baer Says Airline Merger Pact Preserves Competition - Law360 Page2 of2 methods of competition. Bachus was one of eight Republican legislators signing onto a letter last month urging Ramirez to issue formal guidelines on when they could initiate enforcement proceedings under Section 5 in order to give clarity to businesses. Ramirez initially held firm to her position that Congress has given a wide befth to the FTC regarding its Section 5 authority and that the agency has been judicious in its use of the authority. "Congress very deliberately granted the FTC authority to go beyond the literal scope of the antitrust laws under its Section 5 authority," Ramirez told the panel. "The agency in its recent history has used that authority in a very limited and restrained way," But the FTC chairwoman also left the door open for continued conversation on Section when pressed by Bachus near the close of the hearing, 5 "I take your concerns very seriously and I am open to and we are going to continue to have an internal dialogue about that Section 5 issue," Ramirez told the chairman. Reps. Blake Farenthold, R-Texas, and Tom Marino, R-Pa., both pressed Ramirez on her agency's effofts to combat the tactics of patent-assertion entities, less charitably referred to as "patent trolls," with Farenthold explicitly asking the FTC to take a more aggressive approach in pursuing legal action against such entities. Ramirez responded by saying that the agency is looking closely at the patent troll issue and that it will take action if determines that patent troll activity falls within its Section 5 authority, She also pointed to the FTC's decision last month to launch a wide-ranging study on patent troll activity and told the lawmakers that such studies are usually completed within two years and that the FTC will move as quickly as it can to complete it --Editing by J,eremy Barker, All Content O 2003-2013, Portfolio Media, Inc, mhtml:file://H:\PlD\Vic\AA US Air Working file pdflDOJ's Baer Says Airline Merger Pac... 511912016 DOJ Can't Delay Airline Merger Trial Despite Shutdown - Law360 Page I of 2 Lnw Portfol¡o Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www.law360.com Phone: +1 646783 7100 Fax: +1 646 783 7t67 customerservice@law36o.com DOJ Can't Delay Airline Merger Trial Despite Shutdown By Er¡ca Te¡chert Law360, Washington (October OI, 2013,2:49 PM ET) -- A Washington federal judge moved ahead full force on Tuesday with trial preparations for the U.S. Department of Justice's challenge to the $14 billion merger of US Airways Group Inc. and American Airlines Inc., despite the DOJ's request to postpone it in the wake of the federal government shutdown. The DOJ filed a motion to stay the case early Tuesday, citing the lapse in appropriations that has brought most agency work to a halt, but U,S, District Judge Colleen KollarKotelly didn't address the request as she set a detailed schedule of status conferences and document submissions before the antitrust case's Nov, 25 trial date. Instead, she filed an order nixing the request late Tuesday afternoon because of the ramifications the delay would have on the pending merger, "The court concludes that a stay would be inappropriate here for a number of reasons," the judge's order said. "This case involves a pending merger agreement between two major airlines, with a deadline for completion of Jan. 18, 2OI4. The closing of this merger has been delayed by the affirmative actions of plaintiffs in filing this case and seeking injunctive relief to block the merger. In light of these considerations, and the amount of money at stake in this merger, this case is clearly significant for both sides, Fufthermore, the resolution of defendant American Airline's pending bankruptcy proceedings hinges on the proceedings in this case," In a lawsuit filed Aug, 13, the DOJ and attorneys general from six states and the District of Columbia argued the merger, which would create the world's largest airline by passenger volume, would curb competition in key U.S. hubs and lead to higher fares. The DOJ has said Washington's Reagan National Airport is a particular trouble spot. A combined US Airways-American would control 69 percent of takeoff and landing slots at Reagan, which officials said would give it a virtual stranglehold on service to and from the nation's capital. But the DOJ said the federal government shutdown makes it impossible for it to support its litigation efforts and noted in Tuesday's motion that the case's progression should be suspended until Congress renews its funding. "The department does not know when funding will be restored by Congress," the DOJ's motion to stay said, "Absent an appropriation, Depaftment of Justice attorneys and employees are generally prohibited from working, even on a voluntary basis, except in' very limited circumstances, including 'emergencies involving the safety of human life or the protection of property,"' mhtml:file://H:\PlD\Vic\AA US Air Working file pdflDOJ Can't Delay Airline Merger Tri.., 511912016 DOJ Can't Delay Airline Merger Trial Despite Shutdown - Law360 Page2 of2 According to US Airways' counsel Richard G, Parker, US Airways and American Airlines don't intend to file a written opposition to the motion, as the judge has already shown her intentions by setting up a series of court dates and deadlines. "We are planning on a Nov, 25 trial date and we're working very hard toward that end, and as soon as we leave here we're going to go back to working very hard," he said. Judge Kollar-Kotelly noted during Tuesday's hearing that she wouldn't hear closing arguments in the case until mid-January, although testimony should be wrapped up by mid -December, Instead she'll receive proposed findings of fact and law after witness testimony and before closing arguments. But Parker said he wasn't concerned that the judge's timetable could interfere with the Jan, 18 merger completion deadline, "I would like to win any day, End of December, end of January, whatever," he said after the hearing. "The judge is going to make a decision I the time that she wants and in the time that she needs and we want to be sure the judge has enough time to make the decision she wants to make and do the work." US Airways is represented by O'Melveny & Myers LLP, Cadwalader Wickersham & Taft LLP and Dechert LLP. AMR is represented by Jones Day and Paul Hastings LLP, The case is U.S. v. US Airways Group Inc. et al., case number 1:13-cv-01236,in the U.S, District Court for the District of Columbia. --Additional Barker All Content O 2003-2013, Portfolio Media, Inc. mhtml:file://H:\PlDWic\AA US Air Working file pdflDOJ Can't Delay Airline Merger Tri... 511912016 DOJ Offrcial Sees Slim Chance For Delta On Merger Slots - Law360 Page I of3 Lnw Portfol¡o Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +t 646 783 716I I customerservlce@law36o.com DOJ OffÏcial Sees Slim Chance For Delta On Merger Slots By Mel¡ssa Lipman Law360, New York (November L4,2OL3,6:25 PM ET) -- A top U.S. Department of Justice antitrust official voiced skepticism Thursday of Delta Air Lines Inc,'s bid for airpoft slots set to be divested as part of a merger settlement with US Airways Group Inc, and bankrupt American Airlines parent AMR Corp. Deputy Assistant Attorney General Renata Hesse told reporters after speaking at the American Bar Association's Antitrust Fall Forum that while the DOJ wouldn't stop an interested carrier from vying for the slots, it was hard to see how a legacy airline would offer the kind of competition the watchdog expected low-cost carriers to provide using the divestitures, Hesse also dismissed the notion that vocal political opposition from labor unions, lawmakers and local leaders to the DOJ's challenge had played a role in the decision to settle the case, saying the fact that Attorney General Eric Holder commented on the deal shouldn't be read as a sign that politics had affected the settlement, At the same time, Hesse lauded the deal announced Tuesday that requires the airlines to sell a mixture of departure gates and takeoff and landing slots at seven key airports in New York, Boston, Chicago, Dallas, Los Angeles, Miami and Washington, D.C. "We were getting ready to go to trial ... [but] everybody at the [Antitrust] Division is incredibly ãxc¡teá about the settlement,'iHesse said. "We really think it is a great thing tor the airline industry, and that it's going to introduce new competition that has not existed in the airline industry for a long time." Before the DOJ sued to block the deal in August, the airlines had not offered the agency anything close to the level of divestitures included in Tuesday's settlement and had been "extremely reticent" to reach those numbers of slot sales, Hesse said' On broader merger enforcement efforts, both Hesse and Federal Trade Commission Bureau of Competition Director Deborah Feinstein said they had noticed an increase in overall merger activity after the summer, meaning more enforcement actions might be on the horizon, "If you read the press it's something new getting announced virtually every day I've been surprised in some industries particular,.. in the pharma area a day doesn't go by when I don't send Mike Moiseyev an email saying, 'H€y, have you seen this one? Do we have a filing on this one?"' Feinstein said. "I expect that we will see a number of enforcement actions before the end of the year." mhtml:file://H:\PlDWic\AA US Air V/orking flrle pdflDOJ Official Sees Slim Chance For .., 511912016 DOJ Offlrcial Sees Slim Chance For Delta On Merger Slots - Law360 Page 2 of 3 At the same time, budget constraints have had an impact on both the FTC and DOJ, though Feinstein and Hesse said it wasn't keeping either agency from enforcement effofts. The budget has had a more significant effect on the DOJ, which has been forced to make do with lower staffing levels amid a hiring freeze, according to Hesse. "The combination of some attempts to do some realignment and then the sequestration, which has prevented us from hiring for a long time, has left us with many fewer people than we've had in the past," Hesse said. "We're working with it, we are spreading people out across sections, we're sharing matters in a way that's different than we used to do both on the criminal side and the civil side." "We are doing our work and we're able to do our work, but it is certainly a challenge," Hesse said, The biggest change has been that division officials have not been traveling as much and speaking to people outside of Washington, according to Hesse. "The budget has had an impact on how we function in a day-to-day way, but it has not impacted our core mission," Hesse said. Feinstein said the FTC was also "mindful" of budgetary sensitivity, limiting agency travel and its hiring of outside experts. But at the same time, the agency has been able to fill openings as people leave meaning that the FTC is actually in "hiring mode," Feinstein said, "I don't think it's to the point where it's really impacting our ability to deal with Hart Scott filings as they come in, to be able to actively look at nonmerger matters" Feinstein said, One position the DOJ is currently trying to fill is that of the deputy assistant attorney general for criminal enforcement, a role longtime DAAG Scott Hammond left at the beginning of October, said Hesse, who is serving as the acting deputy in the meantime. "It's obviously a big loss for us and we miss him a lot, but we are muddling through," Hesse said. "Everything I think is working smoothly, we're doing things the same way we were doing them. We hope to have somebody lined up to take his place relatively soon, Ibut] we're getting by." Feinstein also weighed in on two recent merger cases at the FTC: the watchdog's decision to allow Office Depot Inc. and OfficeMax Inc, to merge and its recently concluded trial challenging St, Luke's from acquiring a nearby physician practice group. Feinstein warned that the office superstore merger should not be viewed as a landmark case for the role of Internet sales in retail tie-ups, pointing out that the agency's decision that online retail provided enough competition to keep OfficeMax and Office Depot in check after the merger was very façt-based. She also dismissed the notion that St. Luke's was a test case for the FTC's ability to challenge mergers between hospitals and physician practice groups, an increasingly common type of healthcare acquisition. "It's one case. The government loses cases sometimes, but I think of the FTC as a little bit like the tortoise and the occasional loss a little bit like the hare," Feinstein said. "If we see a problem, we think it's anti-competitive, we may not win every single case, but along the way we'll eventually make sure that it's gotten right." "We very much hope that the judge rules our way in St. Luke's but I promise you that even if we get a set back there, we're going to continue to look at physician acquisitions," mhtml:file://H:\PlDWic\AA US Air Working file pdf\DOJ Official Sees Slim Chance For .,. 511912016 DOJ Official Sees Slim Chance For Delta On Merger Slots - Law360 Page 3 of3 Feinstein added. ::AdCLtlene!-fgp*offf'g ÞfP¡¡_P-LqChilo_and" Benjamin Horney-Editing !yÇ!,ris_Yater All Content @ 2003-2013, Portfollo Medla, Inc, mhtml:fi1e://H:\PID\Vic\AA US Air Working file pdflDOJ Official Sees Slim Chance For ... 511912016 DOJ suit against airline merger fuither alienates unions I Fox News Search foxnews com Page 1 of4 Politics Sign in to comment! ^^tt aFJe€þHw"¡". 213 0 2 PublicheC Augsst 37r 2013 Fq Monday, September 09, 2013 3:02 PM Andrew.jones@myfloridalegal.com; Bennett.rushkoff@dc.gov; Charlena Aumiller; Christopher.Hunt@myfloridalegal.com; Craig, Stephen; Elaine.boughner@azag.gov; jdonahue@attorneygeneral.gov; jjesse@oag.state.va.us; jkirk@attorneygeneral.gov; jthomson@attorneygeneral.gov; Laura.Daugherty@myfloridalegal.com; Levy, Mark; liz.brady@myfloridalegal.com; mhull@oag.state.va.us; Nancy.bonnell@azag.gov; nicholas.bush@dc.gov; Nicholas.weilhammer@myfloridalegal.com; pascoed1 @michigan.gov; scott.palmer@myfloridalegal.com; SOAllen@oag.state.va.us; StavastPiper, Kayna; Stinson, Eric; susan.myers@azag.gov; twertz@attorneygeneral.gov; VanWinkle, Kim; Vic Domen DOJ telephone directory http://www.justice.gov/atr/contact/phoneworks.html#page=page‐1  1 DOJ Unlikely To Ground Airline Merger Fight In Mediation - Law360 Page 1 of2 LATM Portfol¡o Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www,law360,com Phone: +1 646 783 7100 Fax: +L 646 783 7I6t I customerservice@law36o.com DOJ llnlikely To Ground Airline Merger Fight In Mediation By Melissa Lipman Law360, New York (October 29,2Ot3, B:21 PM ET) -- As the Novembertrial date forthe blockbuster merger challenge approaches, the U,S. Depaftment of Justice, American Airlines Inc, and US Airways Group Inc. have agreed on a mediator for settlement talks, but expefts said Tuesday that the antitrust watchdog wasn't likely to back down. The DOJ and the airlines said in a status repoft Monday that they had agreed to have a mediator aid in settlement talks as suggested by the court. But experts pointed out that if the DOJ wanted to settle the case, it didn't need to turn to a mediator to lead the way, and said the development did little to change the calculus for the DOJ's challenge to the $15.2 billion merger. "Parties like to do what judges recommend, so I don't see anything out of the ordinary here and I don't think it points in one direction or the other in terms of a settlement of the case at this point," BakerHostetler's Jonathan Lewis said. "Based on what I've seen, they're going to litigate this case," The antitrust watchdog sued in August to stop the deal, which would combine the two legacy airlines and bring American Airlines parent AMR Corp. out of bankruptcy. According to the DOJ, the merger would create the world's largest airline, curbing competition in key U,S. hubs and leading to higher fares. The parties are now well on their way toward the scheduled Nov. 25 trial. According to Monday's report, fact discovery has been mostly completed and expert discovery has begun in earnest, The plaintiffs, which include several state attorneys general in addition to the DOJ, plan to use four expefts who can weigh in on the economics or purported benefits of the merger, while the airlines have until Nov. B to disclose their experts. The parties agreed to use a mediator based on a request that U,S. District Judge Colleen Kollar-Kotelly made at an Aug. 30 status conference. Though the parties have settled on mediator, they have not yet disclosed who will take up that role. a Given the limited amount of time left before the trial is scheduled to begin, a mediator who is already well versed in antitrust law and the industry would likely be the best able to bring the parties closer together, experts said. "[In that case] they don't have to spend a lot of time educating the mediator and they're not going to want to do that, they want to focus on preparing for trial," Constantine Cannon LLP's Ankur Kapoor said. "Second, the mediator's word will carry a little more weight, " mhtml:file://H:\PlD\Vic\AA US Air Working file pdflDOJ Unlikely To Ground Airline M... 511912016 DOJ Unlikely To Ground Airline Merger Fight In Mediation - Law360 Page2 of2 Representatives for both the DOJ and the airlines declined to comment on the addition of a mediator to the mix. Both sides have said they were willing to discuss a settlement, though shortly after the DOJ sued, US Airways attorney Paul Denis of Dechert LLP said, "We're litigating this case, period." And while adding a mediator to the mix might be helpful, ultimately it doesn't "change the equation," according to Ted Henneberry of Bingham McCutchen LLP. "I don't think it increases the chances for settlement," Henneberry said. "DOJ knows how to settle cases and they do settle most of the merger matters that come before them, If you're going to have [a settlement], now's the time to do it, but I would still expect the case to go to trial." US Airways is represented by O'Melveny & Myers LLP, Cadwalader Wickersham & Taft and Dechert LLP. LLP AMR is represented by Jones Day and Paul Hastings LLP' The case is U.S, v. US Airways Group Inc, et al., case No. 1:13-cv-01236, in the U.S District Court for the District of Columbia. --Editing by Elizabeth Bo-wen and Chris Yates. All Content @ 2003-2013, Poftfolio Media, Inc. mhtml:file://H:\PlDWic\AA US Air V/orking f,rle pdflDOJ Unlikely To Ground Airline M... 511912016 A0 458 (Rev. 06/09) Appearance of Counsel UNITED STATES DISTRICT COURT for the United States of America, et Plaintz? v. Case No. 1 US Airways Group, Inc.. et al. Defendant APPEARANCE OF COUNSEL To: The clerk of court and all parties of record I am admitted or otherwise authorized to practice in this court, and I appear in this case as counsel for: Plaintiff @3310: :l'_e_nnessee Date: 08/22/2013 Victor J. Domen. Jr. Attorney ?5 signature Victor J. Domen. Jr. (TN BPR #015803) Printed name and bar number Office of the Tennessee Attorney General and Reporter 500 Charlotte Avenue Nashville. TN 27202 Address Vic.Domen@ag.tn.gov E?mail address L615) 2g3-3327 Telephone number (615) 532-6951 FAX number Early Turbulence Won't Ground DOJ's Airline Merger Fight - Law360 Page I of2 Portfolio Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www.law360.com Phone: +1 646783 7100 lFax: +l 6467837t6L lcustomerservlce@law36o.com Early Turbulence'Won't Ground DOJ's Airline Merger Fight By Mel¡ssa Lipman 7:23 PM ET) -- The U,S, Department of Justice's bid joining forces with American Airlines Inc. may have Inc. from to gotten off to a bumpy start with union opposition, a change of heart by the Texas attorney general and the government shutdown, but attorneys say the obstacles will have little effect on the outcome of the antitrust regulator's challenge, Law36O, New York (October OB, 2013, block US Airways Group Since the antitrust watchdog first sued to stop the $13.8 billion deal in August, it has faced all manner of setbacks and opposition, including the judge's refusal to grant the DOJ a 2014 trial date and a Washington rally meant to drum up suppott forthe deal, More recently, Texas Attorney General Greg Abbott inked a separate settlement with the carriers, Oklahoma Attorney General Scott Pruitt urged the DOJ to approve the deal, the unions moved to intervene in the case, the judge refused to delay the suit despite the government shutdown, and the carriers moved to force the watchdog to turn over documents from its investigations into previous airline mergers. But attorneys said the developments were mostly sound and fury that might make the DOJ's job harder but ultimately signified little about how the agency's claims will fare before the court. "The case is not going to turn on a popularity contest, and that's really what the Oklahoma attorney general and the union arguments are, they're not really arguments toward the merits of the case," said Fenwick & West LLP antitrust co-chair Mark Ostrau. "What will have more of an impact on the case is fact the trial date is coming up fast and the government has a lot to do," When the DOJ originatly sued to block the deal, it had six states alongside it, including Texas, where American is based, and Arizona, home of US Airways. Michigan became the seventh state to formally oppose the merger when it joined the suit in September. But Texas' Abbott, who is running for governor, quickly faced flak over his decision to join the case from the unions. He withdrew from the suit earlier in October after American vowed to continue to service 22 airports throughout the state and keep the merged company's headquafters in the Dallas-Fort Wotth metropolitan area, A few days later, Oklahoma's Pruitt wrote to the DOJ saying his office had reviewed the tie -up and found no violation of Oklahoma's antitrust laws. He further worried that blocking the deal could threaten the employment of more than 6,000 workers at American's Tulsa maintenance facility, mhtml:file://H:\PlD\Vic\AA US Air V/orking file pdflEarly Turbulence Won't Ground DO... 511912016 Early Turbulence Won't Ground DOJ's Airline Merger Fight - Law360 Page2 of2 Florida's attorney general, who also joined the DOJ's suit, has also faced union pressure to bow out of the case, and one of American's unions has also moved to intervene in the federal case, But expeds said that the concerns driving the recent state and union opposition had litile to do with the merits of the antitrust case. "I don't think courts in a merger case particularly look at [state attorneys general] as leads for trial anyway Iand] I would say the reasons why they're pulling out have to do with noncomeptition issues," Bingham McCutchen LLP partner Ted Henneberry said. "I don't see any material impact from these decisions, I think the core issues will remain the same for the court to decide." And even though the DOJ's resources may be constrained because of the shutdown, state attorneys general rarely bring a game-changing level of manpower to bear when they join federal merger challenges. "Given the constraints that the DOJ's under,.. theoretically they could have relied upon the states to pick up that slack, though typically that doesn't happen, typically states aren't well-equipped to take on a major merger case or even to assist in it," Henneberry said, One issue that may make it harder for the DOJ to prepare for the case is U,S. District Judge Colleen Kollar-Kotelly's repeated refusal to delay the case. The agency had orlginally asked the couft to try the case in early 2OL4, but the judge refused and set a Nov. 25 trial date. The DOJ again sought to delay the case Oct. 1, saying the government shutdown left it with inadequate funding. But Judge Kollar-Kotelly said the fact that the airlines had already had to delay their deal and that American's bankruptcy proceedings hinged on the antitrust case made a stay inappropriate. "The shutdown was a convenient argument for the government ... they were pushing for a later trial date anyway," Ostrau said. "They will scramble and they'll put together what they need, it's just a question of how painful that will be for them. The shutdown probably doesn't have a significant impact, but it just makes life a litUe harder." Overall, none of the developments are particularly good for the watchdog, but the odds are that none of them will end up making much of a difference when it comes time for the judge to look at the merits of the agency's case, according to Axinn Veltrop & Harkrider LLP antitrust co-chair John Briggs. "No one of [those things] would necessarily warrant someone saying, 'Well this is going to make a material difference.' But you put them all together and I'm not so sure it doesn't make a difference," Briggs said. "When all is said and done.,. will any of this matter? It's tempting to say probably not, but it's also tempting to say the department is not going to be as ready as it would like to be," --Additional reporting by Dan Prochilo, Alex Lawson and Kelly Knaub. Editing by John ris Yates All Content O 2003-2013, Portfolio Media, Inc, mhtml:file://H:\PID\Vic\AA US Air Working file pdflEarly Turbulence'Won't Ground DO... 5l1912016 Association of Professional Flight A?endonis Representing the FthtAttendants of AmericanAirlines Julie Frederick Of?ce of Government A?airs LEM US . L't?l?f?fblu?g Gum web-em?mm? TN A EP 1, 120:3 OHM Er venom on: Association of Professional Flight Attendants Proudly Representing the light Attendants of American Airlines Office of the President September 6, 2013 Of?ce of Attorney General Robert E. Cooper, Jr PO. Box 20207 Nashville, TN 37202 Dear Attorney General Cooper, Thank you for meeting with representatives of the Association of Professional Flight Attendants to discuss the merger of my company, American Airlines, with US Airways. I appreciate your interest in the merger and I hope input can help address some of the areas of concern your of?ce has. As APFA President, I serve on the Unsecured Creditors? Committee in American Airlines? bankruptcy proceedings. I believe I can offer unique and valuable insight into the nature of this merger and why it is so vitally important that it be allowed to proceed without any ?nther interference. I understand your concerns and those of your colleagues in several other states and the Department of Justice. Ensuring the competitiveness of this country?s various industries is a critical role our government plays. However, far from the assertions made so far in court and in public, the proposed American-US Airways merger is anything but anti?competitive. Since its inception, the plan has had the full support of the APFA not only because it protects workers? and job security, but because it is the only plan that allows American to compete and succeed. The more than 16,000 ?ight attendants of APFA, including hundreds in Tennessee, support the merger and we are joined by our colleagues at the Allied Pilots Association, Transport Workers Union, and major workgroups at US Airways as well. AMR Chapter 11 Bankruptcy APFA had been in protracted contract negotiations with company management for over three and a half years prior to bankruptcy. Unable to compete with the massive route structures offered by Delta and United, American lost billions of dollars in the years leading up to the bankruptcy ?ling in November 2011. - In bankruptcy, management?s intention was to lower company costs on the backs of employees. - While the company succeeded in cutting labor costs, a plan to allow American to grow and compete on its own still does not exist. US Airways? Plan a I was approached by members of the US Airways senior management team with a plan that would make American competitive in the current environment. 1004 West Euiess Blvd. 0 Euless, Texas 76040 Tel: (81 7) 540-0108 0 Fax: (817) 540-2077 - US Airways executives explained that the combined company creates a much more robust route network with minimal overlap. - Synergies created by the merger and an improved ability to compete with Delta and United will allow the new American Airlines to compensate its employees at a rate consistent with our industry colleagues and avoid all job losses in our workgroup. - Notwithstanding lower operating costs achieved in bankruptcy, American cannot compete with Delta and United as a standalone company. - The new American Airlines will offer business and leisure travelers a viable third option for traveling the United States and the globe, breaking the duopoly created by the Delta/Northwest and United! Continental mergers. - The new route structure allows our company to feed our major international hubs from more small and mid-sized markets, giving consumers more options and access to more destinations. APFA members and their families depend upon American Airlines? viability in order to make ends meet. Going up against Delta and United makes it impossible to do that. When the merger is complete, though, our members will have the job security and competitive compensation that they need to provide for their families. Please do not stand in the way of the new American Airlines? ability to compete. Sincerely, ?j/??r?obvv? Laura R. Glading President, APFA PRESS RELEASE For Release October 29, 2013 For More Info Contact- Paul Hudson 800-662-1859 or 410-940-8934 pshudson@yahoo.com paul@flyersrights.org www.flyersrights.org Airline Stocks Soar as Passengers Suffer Washington, D.C. - Airline lobbyists will have an increasingly hard time pleading poverty when promoting mergers and opposing consumer regulation in the coming months as airline stocks have skyrocketed on average over 100% in the past year. An analysis by FlyersRights.org, the largest airline passenger organization, found that US airlines rewarded their shareholders with eye popping stock price increases in the past year. Paul Hudson, President of the group, called on Congress and the DOT to enact and enforce meaningful airline passenger protections, noting: “Gotcha fees for everything, overcrowding, shrinking seats and legroom, reduced competition (due to mergers), coupled with aviation security abuses, have accelerated the downward spiral of the air travel experience.” “It is high time for Congress to review the Airline Deregulation Act of 1978 that courts have interpreted to exempt airlines from all state and local consumer protection laws and for the US DOT to exercise its statutory power to prevent ‘unfair and deceptive’ airline practices.” US Flagged Carrier Stock Prices and One Year Increases from 10/25/12 to 10/25/13 Airline 2012 Stock Price $ 2013 Stock Price $ Percent Increase Delta (DAL) 10 25 150 United Continental (UAL) 13 15.50 19 American (AMR) 0.36 7 1844 US Airways (LCC) 12.50 23 84 Southwest/Airtran (LUV) 9 17 89 JetBlue (JBLU) 5.4 7.70 43 Alaska (ALK) 40 70 75 Republic/Frontier (RJET) 4.2 12 185 Spirit (SAVE) 16 42 162 Allegiant (ALGT) 75 109 45 Hawaiian (HA) 6 8.2 37 Flyersrights.org with 30,000 members operates a toll free hotline and tips line, publishes a weekly online newsletter, and advocates for airline passenger rights and interests. It successfully advocated for the 3 hour rule prohibiting excessive tarmac delays and truth in scheduling rules enacted in 2010, as well as higher compensation for lost baggage and for bumping. In 2013, it successfully sought reversal of a TSA policy to allow knives back on airliners, called for a new safety review of the Boeing 787, and the ending of air traffic controller furloughs during sequestration. END STATEMENT OF FLYERSRIGHTS.ORG AND AVIATION CONSUMER ACTION PROJECT RE PROPOSED USAIRWAYS-AMERICAN AIRLINES MERGER TO U.S. HOUSE OF REPRESENTATIVES & SENATE JUDICIARY COMMITTEES, U.S. DEPARTMENT OF TRANSPORTATION, U.S. DEPARTMENT OF JUSTICE ANTITRUST DIVISION BY PAUL HUDSON PRESIDENT, FLYERSRIGHTS.ORG EXECUTIVE DIRECTOR, AVIATION CONSUMER ACTION PROJECT March 5, 2013 1 The proposed merger between American Airlines and USAirways should only be approved with regulation establishing national and international standards for enforceable airline passenger rights. Legislation that would block anti-competitive practices that are rapidly eroding price competition in the airline industry, eliminate anti-competitive airport practices, and empower airline passenger interests to balance the interests of the air transportation industry that now completely dominate national air transportation policy is now essential if the era of price competition and consumer choice in air travel is to continue. In June 2012, we submitted testimony to the US Dept. of Transportation (DOT) which set forth much needed reforms to enhance airline passenger rights. Copy enclosed. However, the Advisory Committee for Aviation Consumer Protection appointed by Secretary LaHood (consisting of an airline representative, an airport representative, a state official and a travel writer) failed to support any of the 15+ proposals, and to date the DOT has failed to recommend any aviation consumer protection legislation although mandated to do so by Congress by February 2013. It has also delayed issuing regulation requiring that ancillary fees be disclosed in real time to third party airline ticket sellers and web sites. There have been recent efforts by airlines as noted in the recent testimony to the House Subcommittee on Regulatory Reform, Commercial & Antitrust Law of the Business Travel Coalition and the American Antitrust Institute to defeat price competition. The 2011 acquisition of Airtran by Southwest Airlines is instructive. It discontinued service to Sarasota Florida (and five other medium size cities) in favor of Southwest service at Tampa (65 miles away) thereby reducing Sarasota enplanements by over 300,000 per year and raising airfares, travel time and expenses for passengers. No other low cost carrier has come in to replace Airtran which provided real price competition for Southwest and other carriers and no other one really exists except on very limited routes (Southwest is no longer a low cost carrier by most 2 definitions but competes largely on service, lack of baggage fees and more liberal cancelation policies). The USAirways-American merger will certainly reduce competition further. The record of prior airline mergers is clear that fares generally increase and service is reduced to smaller and medium size cities and concentrated at fortress hubs. See Table 1 at White Paper at American Antitrust Institute web site, 2013. Unless stopped, the airline penchant for mergers (USAir-America West 2005, Delta-Northwest 2008, Republic-Midwest 2009, Republic-Frontier 2009, UnitedContinental 2010, Southwest-Airtran 2011) coupled with the lack of new entrants and the loss of most US low cost air carriers, will soon result in oligopoly or to reregulated monopolies, with US air transportation operating more like AMTRAK. Airline mergers also mean thousands of jobs lost, contractors often replace union workers, retirement plans are reduced or wiped out, airplanes are sold, routes are eliminated, quality of service typically plummets during costly airline merger transitions for two years or more, safety margins may be reduced, and passengers will pay more while departing executives take golden parachutes and remaining ones cash in with higher pay. American Airlines plans to cut at least 14,200 jobs and void union contracts -- the perks of Chapter 11. Competition and even Chapter 11 bankruptcy can be great mechanisms for fostering efficient low cost air travel and are not necessarily unprofitable. USAirways is already quite profitable and seeks to be more so, while its CEO seeks to realize his dream of leading the largest US airline in history. There is little doubt American which has a very large cash reserve would also be profitable if it emerged from bankruptcy as a stand-alone company after shedding unaffordable union contracts, with creditors as its new shareholders, with a new more passenger and labor friendly management dedicated to better customer service, and perhaps with even some passenger representation on its board of directors. Other Anti-Competitive Trends Price competition was greatly enhanced by web sites that allowed consumers to comparison shop and make reservations and buy tickets. But now most airlines have taken away the ability to buy tickets or even make reservations by redirecting consumers to their web site and requiring re-entering of customer information, 3 thereby bombarding the customer with ancillary fees and pitches for additional services or products. The cost of a ticket can increase by $25 to over $100 or more, when coupled with hidden fees that are not disclosed in transparent ways on either third party or airline web sites (especially checked baggage fees). The US DOT has the sole authority to issue and enforce regulations to prohibit “unfair or deceptive” airline practices, but it has rarely done so without the approval of the airlines. And its record of enforcement by fines is dismal, with fines regularly reduced by 50% or more and nearly all violations settled by consent orders or findings in favor of the airline with zero fines. Its handling of consumer complaints is even worse. It rejects 90% of complaints as not within its jurisdiction as allegedly not violating any DOT rule and merely asks the airline to respond. It does not prohibit unfair terms in airline drafted contracts of carriage that make such contracts illusory with misleading words and that provide no practical means of enforcement for the consumer in case of violation. It uses passenger complaints largely for statistical purposes and deceptively refers consumers to small claims courts that lack jurisdiction over airlines. (See DOT web site, “Tell It to the Judge” publication. Airlines can at will and regularly do remove any lawsuit filed in state or local courts to US District Court where the litigation costs far exceed any potential consumer recovery, see Paul S. Hudson, Airline Passenger Tarmac Confinements and Delays, ABA Air & Space Lawyer, vol. 23, No. 2, 2010) Tort cases against airlines are regularly dismissed by the courts under federal preemption doctrine, and if not dismissed outright, passengers generally are barred from recovery for damages unless they are physically injured or killed. (See New York Courts to Passenger Victims of 11 Hour Tarmac Confinement: It’s an Airline “Service”, No Recovery Allowed Except for Physical Injury or Death, 4 Aviation Consumer Action Project, Jan. 2013, enclosed; Air & Space Lawyer article above.) The International Air Transport Association (IATA) and its members have recently approved a new business model requesting personal information from passengers not presently required in order to provide passengers with a “customized” price quote. This system if approved by the DOT could make price competition a thing of the past for international flights, and also raises serious new privacy concerns. Eventually such systems would allow for price fixing and setting based on how big your wallet is and how desperate or motivated you are to travel, completely contrary to the fixed, transparent pricing that replaced individually negotiated prices for most consumer goods in the early 20th Century America. Due to the lack of low cost airlines in the US, we now support allowing selected foreign low cost carriers to fly domestic routes. In sum, we believe this proposed merger of American and USAirways should be restructured or disapproved by the Justice Department, unless competition is clearly not reduced and passenger rights are well protected by new legislation and rulemaking. PAUL HUDSON PRESIDENT, FLYERSRIGHTS.ORG EXECUTIVE DIRECTOR, AVIATION CONSUMER ACTION PROJECT 4411 Bee Ridge Rd. #274 Sarasota, Florida 34233 800-662-1859 pshudson@yahoo.com 5 FlyersRights.org (fka the Coalition for an Airline Passengers’ Bill of Rights) was founded in 2007 as non-profit corporation to advocate for the rights and interests of airline passengers by Kate Hanni after she was stranded on the tarmac for many hours with 10,000 others. It organized a coalition that successfully advocated for the adoption of the 3 Hour Rule adopted by the DOT in 2009 that prohibits airlines from confining passengers on the tarmac for extended periods without returning to the terminal. In 2012, a passenger rights section it supported was included in the FAA Reauthorization Act that encouraged the DOT to issue further aviation consumer protections. With over 25,000 member-supporters it is the largest airline passenger organization in the U.S. It publishes a weekly newsletter, maintains a free emergency telephone hotline 1-877-FLYERS-6 to assist airline passengers and an anonymous tips hotline. It relies on individual donations and receives no funding from government or the airline industry. The Aviation Consumer Action Project (ACAP) was founded in 1971 as a 501 ( c ) (3) nonprofit corporation to act a voice for air travelers on national aviation issues, especially safety and airline passenger consumer rights. It is funded by contributions from individuals and foundation grants. It receives no funding and has no business relationships with the airline industry or any government agency. ACAP has been a principal advocate for truth in scheduling, lost baggage and bumping compensation, medical kits on airliners, realistic emergency evacuation testing, passenger cabin air standards, smoking ban, and airline competition. It organized a coalition after 9/11 to advocate for the establishment of the TSA and much stronger aviation security. Its activities include public education, publication of consumer guides and research reports, serving on national advisory committees (FAA Aviation Rulemaking Advisory Committee, TSA Aviation Security Advisory Committee, American Society of Heating, Refrigeration & Air Conditioning Engineers (ASHRAE) Committee on Aviation Cabin Air Quality), representation of aviation consumer and the public interest in rulemaking and litigation activities, testifying before legislative bodies and national and international commissions. 6 Paul Hudson has been executive director of ACAP since 1997 and president of FlyersRights.org since 2012. He is a New York attorney who has advocated for airline passenger rights and interests in the Courts, before Congress, the Executive Branch in the public and professional media since 1989. 7 Becky A. Roberts From: Sent: To: Subject: Myers, Emily Tuesday, October 01, 2013 2:21 PM Myers, Emily FW: State of Texas Reaches Agreement with American Airlines and US Airways on Proposed Merger   FOR IMMEDIATE RELEASE  October 1, 2013  www.texasattorneygeneral.gov      CONTACT  Press Office at  (512) 463‐2050   State of Texas Reaches Agreement with American Airlines and US Airways on Proposed Merger    DFW International Airport – Texas Attorney General Greg Abbott today announced that a settlement agreement has  been successfully negotiated with American Airlines and US Airways concerning the proposed merger of the two  airlines. The settlement resolves the State’s objections by American Airlines agreeing to maintain daily service to rural  airports across the State of Texas. Additionally, the airlines entered into a binding agreement to maintain the merged  company’s headquarters in the DFW metropolitan area. The result is a settlement agreement that serves the best  interests of the State of Texas, continues daily air service to 22 airports across the state, and preserves thousands of  jobs across the state.     Media links Settlement Agreement Between Texas and Airlines     Attorney General Abbott issued the following statement regarding today’s settlement:    “From the beginning, our focus has been on maintaining service to rural airports in Texas and protecting Texas jobs.  Today’s agreement ensures that thousands of jobs will remain in Texas and that Texans traveling by air – especially  those who fly in and out of rural cities across the state, including members of the military – will continue to benefit  from daily flight service. The settlement secures common‐sense concessions that are in the best interests of our great  State.”     Attorney General Abbott added: “The settlement is good for American Airlines’ customers, the communities it serves  and its employees. Our negotiations confirmed that the airline will preserve competition in the marketplace, maintain  important routes in Texas and protect jobs.”    The State’s legal action, announced in August, was prompted by concerns about the potential for reduced airline  service to several of Texas’ smaller airports. One particularly large group of travelers who depend on airline service to  1 rural airports across the State are members of the armed services, who are served almost exclusively by American Eagle  flights to and from Killeen, which is near Fort Hood; San Angelo, which is near Goodfellow Air Force Base; and Abilene,  which is near Dyess Air Force Base. Today’s agreement ensures that 22 airports across Texas – including more than a  dozen smaller airports in rural Texas – will continue to offer daily departures and arrivals.    In addition to ensuring daily service to airports across Texas, the agreement also guarantees that Dallas/Fort Worth  International Airport will remain a “hub” and that, if the airlines merge, the headquarters will be located in Texas, in  the DFW metropolitan area. This provides much greater assurance to Texas because it solidifies into a legally‐ enforceable agreement what was previously merely a stated intention to keep the headquarters in the DFW area.  Those concerns are now put to rest and we’re proud that we now have a legal document that guarantees that the new  American Airlines will maintain its headquarters in the DFW area.    Texas airports protected by the agreement include:    • Abilene Regional Airport  • Austin‐Bergstrom International Airport  • Brownsville/South Padre Island Airport  • Corpus Christi International Airport  • Dallas/Fort Worth Regional Airport  • East Texas Regional Airport  • Easterwood Airport  • El Paso International Airport  • Houston William P. Hobby Airport  • Houston George Bush Intercontinental Airport  • Jack Brooks Regional Airport  • Killeen‐Fort Hood Regional Airport  • Laredo International Airport  • Lubbock Preston Smith International Airport  • McAllen‐Miller International Airport  • Midland International Airport  • Rick Husband Amarillo International Airport  • San Angelo Regional Airport  • San Antonio International Airport  • Tyler Pounds Regional Airport  • Waco Regional Airport  • Wichita Falls Regional Airport    2 Becky A. Roberts From: Sent: To: Cc: Subject: Attachments: Sharon Curtis-Flair Tuesday, August 13, 2013 10:13 AM Larry Harrington; Vic Domen; Leigh Ann Apple Jones Becky A. Roberts; Tammy Fulwider FW: TN AG press release re: TN Joins Complaint to Block Harmful Merger of U.S. Airways, American Airlines Contested Airline Merger.pdf; Contested Airline Merger.doc This has now been distributed. From: Sharon Curtis-Flair Sent: Tuesday, August 13, 2013 10:12 AM To: Sharon Curtis-Flair Subject: TN AG press release re: TN Joins Complaint to Block Harmful Merger of U.S. Airways, American Airlines FOR IMMEDIATE RELEASE CONTACT: Sharon Curtis‐Flair Aug. 13, 2013 (615) 741‐5860 #13‐19 Tennessee Joins Multistate and Federal Complaint to Block Harmful Merger Of U.S. Airways, American Airlines Tennessee Attorney General Cooper today joined a coalition of six states in conjunction with the U.S. Department of Justice Antitrust Division and the District of Columbia in a federal court complaint challenging a pending merger that would make a combined U.S. Airways/American Airlines the largest worldwide carrier. If approved, the merger would reduce the current number of the larger “legacy” airlines from four to three – U.S. Airways/American, United/Continental and Delta/Northwest – and the number of major airlines to five to four. In fact, the three remaining legacy airlines and Southwest would account for over 80% of domestic travel, making fare and fee increases easier to achieve and even more profitable for the airlines than they already are. American and US Airways compete directly on thousands of heavily traveled nonstop and connecting routes, including many to and from Tennessee. “Studies show that Tennessee’s four major airports in Nashville, Memphis, Knoxville and Chattanooga will experience fewer flights to certain destinations and travelers will pay more for remaining flights, “Attorney General Cooper said. “If this merger is completed, consumers will face decreased competition and increased prices because airlines can cut service and raise prices with less fear of competitive responses from rivals.” For example, US Airways and American currently complete for customers with flights between Nashville and Washington Reagan Airport. The merger would eliminate this competition. Service to Chattanooga, Knoxville and Memphis could also suffer from fewer flights to major cities. 1 History has shown that when competition shrinks, coordination by the remaining airlines becomes easier as similarities in their networks and business models grow. Before 2008, there were six legacy airlines, but various mergers followed, ostensibly to save costs to travelers and offer more options. However, the promised cost‐savings from previous mergers never materialized, and the major airlines have followed each other in raising fares, imposing new fees on travelers, reducing service, and downgrading amenities American entered bankruptcy with plans to restructure and remain independent, and adopted a standalone business plan designed to “restore American to industry leadership, profitability, and growth.” Now American is on a path to compete independently as a profitable airline; its most recent quarterly results reported a company record‐high $5.6 billion in revenues, with $357 million in profits. And earlier this year, American’s management presented plans to emerge from bankruptcy on a standalone basis that would increase the destinations it serves in the U.S. and the frequency of its flights. In contrast, if this merger goes through U.S. Airways would likely continue to pursue its ‘capacity discipline’ strategy ‐‐ substantial reductions of service and capacity, a phenomenon that has followed each significant legacy airline merger in recent years. U.S. Airways has said that capacity reductions achieved through capacity discipline enable fare increases, and that pricing power results from reduced industry capacity. As their CEO has said, there is an “inextricable link” between removing seats and raising fares. See Department of Justice’s release here: http://www.justice.gov/opa/pr/2013/August/13‐at‐909.html Sharon Curtis‐Flair  Director of Communications  Tennessee Attorney General's Office  (615) 741‐5860  Sharon.Curtis‐Flair@ag.tn.gov  www.tn.gov/attorneygeneral/  Visit us on Twitter  "Like Us" on Facebook    2 FOR IMMEDIATE RELEASE Aug. 13, 2013 #13-19 CONTACT: Sharon Curtis-Flair (615) 741-5860 Tennessee Joins Multistate and Federal Complaint to Block Harmful Merger Of U.S. Airways, American Airlines Tennessee Attorney General Cooper today joined a coalition of six states in conjunction with the U.S. Department of Justice Antitrust Division and the District of Columbia in a federal court complaint challenging a pending merger that would make a combined U.S. Airways/American Airlines the largest worldwide carrier. If approved, the merger would reduce the current number of the larger “legacy” airlines from four to three – U.S. Airways/American, United/Continental and Delta/Northwest – and the number of major airlines to five to four. In fact, the three remaining legacy airlines and Southwest would account for over 80% of domestic travel, making fare and fee increases easier to achieve and even more profitable for the airlines than they already are. American and US Airways compete directly on thousands of heavily traveled nonstop and connecting routes, including many to and from Tennessee. “Studies show that Tennessee’s four major airports in Nashville, Memphis, Knoxville and Chattanooga will experience fewer flights to certain destinations and travelers will pay more for remaining flights, “Attorney General Cooper said. “If this merger is completed, consumers will face decreased competition and increased prices because airlines can cut service and raise prices with less fear of competitive responses from rivals.” For example, US Airways and American currently complete for customers with flights between Nashville and Washington Reagan Airport. The merger would eliminate this competition. Service to Chattanooga, Knoxville and Memphis could also suffer from fewer flights to major cities. History has shown that when competition shrinks, coordination by the remaining airlines becomes easier as similarities in their networks and business models grow. Before 2008, there were six legacy airlines, but various mergers followed, ostensibly to save costs to travelers and offer more options. However, the promised cost-savings from previous mergers never materialized, and the major airlines have followed each other in raising fares, imposing new fees on travelers, reducing service, and downgrading amenities Page 2 American entered bankruptcy with plans to restructure and remain independent, and adopted a standalone business plan designed to “restore American to industry leadership, profitability, and growth.” Now American is on a path to compete independently as a profitable airline; its most recent quarterly results reported a company record-high $5.6 billion in revenues, with $357 million in profits. And earlier this year, American’s management presented plans to emerge from bankruptcy on a standalone basis that would increase the destinations it serves in the U.S. and the frequency of its flights. In contrast, if this merger goes through U.S. Airways would likely continue to pursue its ‘capacity discipline’ strategy -- substantial reductions of service and capacity, a phenomenon that has followed each significant legacy airline merger in recent years. U.S. Airways has said that capacity reductions achieved through capacity discipline enable fare increases, and that pricing power results from reduced industry capacity. As their CEO has said, there is an “inextricable link” between removing seats and raising fares. See Department of Justice’s release here: http://www.justice.gov/opa/pr/2013/August/13-at-909.html FOR IMMEDIATE RELEASE Aug. 13, 2013 #13-19 CONTACT: Sharon Curtis-Flair (615) 741-5860 Tennessee Joins Multistate and Federal Complaint to Block Harmful Merger Of U.S. Airways, American Airlines Tennessee Attorney General Cooper today joined a coalition of six states in conjunction with the U.S. Department of Justice Antitrust Division and the District of Columbia in a federal court complaint challenging a pending merger that would make a combined U.S. Airways/American Airlines the largest worldwide carrier. If approved, the merger would reduce the current number of the larger “legacy” airlines from four to three – U.S. Airways/American, United/Continental and Delta/Northwest – and the number of major airlines to five to four. In fact, the three remaining legacy airlines and Southwest would account for over 80% of domestic travel, making fare and fee increases easier to achieve and even more profitable for the airlines than they already are. American and US Airways compete directly on thousands of heavily traveled nonstop and connecting routes, including many to and from Tennessee. “Studies show that Tennessee’s four major airports in Nashville, Memphis, Knoxville and Chattanooga will experience fewer flights to certain destinations and travelers will pay more for remaining flights, “Attorney General Cooper said. “If this merger is completed, consumers will face decreased competition and increased prices because airlines can cut service and raise prices with less fear of competitive responses from rivals.” For example, US Airways and American currently complete for customers with flights between Nashville and Washington Reagan Airport. The merger would eliminate this competition. Service to Chattanooga, Knoxville and Memphis could also suffer from fewer flights to major cities. History has shown that when competition shrinks, coordination by the remaining airlines becomes easier as similarities in their networks and business models grow. Before 2008, there were six legacy airlines, but various mergers followed, ostensibly to save costs to travelers and offer more options. However, the promised cost-savings from previous mergers never materialized, and the major airlines have followed each other in raising fares, imposing new fees on travelers, reducing service, and downgrading amenities Page 2 American entered bankruptcy with plans to restructure and remain independent, and adopted a standalone business plan designed to “restore American to industry leadership, profitability, and growth.” Now American is on a path to compete independently as a profitable airline; its most recent quarterly results reported a company record-high $5.6 billion in revenues, with $357 million in profits. And earlier this year, American’s management presented plans to emerge from bankruptcy on a standalone basis that would increase the destinations it serves in the U.S. and the frequency of its flights. In contrast, if this merger goes through U.S. Airways would likely continue to pursue its ‘capacity discipline’ strategy -- substantial reductions of service and capacity, a phenomenon that has followed each significant legacy airline merger in recent years. U.S. Airways has said that capacity reductions achieved through capacity discipline enable fare increases, and that pricing power results from reduced industry capacity. As their CEO has said, there is an “inextricable link” between removing seats and raising fares. See Department of Justice’s release here: http://www.justice.gov/opa/pr/2013/August/13-at-909.html I RT:NEIVED AfJû ïN August 14,2013 The Honorable Robert E. Cooper, Jr Attorney General of Tennessee PO Box 20207 Nashville, T N 37 202-0207 I 6 2013 Â"' i,-riiidEy G 'HHbervED AUG I g Zon ATTORNEY BENERAL'S OFFICE Dear Mr. Attorney General: We were surprised by the announcement that you were joining several other states and the US Department of Justice in opposing the merger of American Airlines and US Airways. The Metropolitan Knoxville Airport Authority is supporting the merger. We see a strong financiallyhealthy "New American Airlines" as an entity that can well-serve the travel needs of East Tennesseans for years to come. The announcement of your position referenced "studies show that Tennessee's four major airports in Nashville, Memphis, Knoxville, and Chattanooga will experience fewer flights to certain destinations, and travelers will pay more for remaining flights." We have not seen these studies. Consequently, it would be very helpful if you could provide the studies to us so that we may better-understand your position on this important issue. I look forward to receiving the merger studies you cited. Please let me know if the Metropolitan Knoxville Airport Authority can be of any assistance to your office in this matter. I may be reached during normal business hours at 865.342.3012, or via email al jim.evans@fys.org. Thank you for all that you do for the citizens of Tennessee. Sincerely, KNOXVI LLE AI RPORT AUTHORITY H. Evans, Vice-President Marketing and Air Development cc: William Marrison MccheeTyson Airport r P.O. Box 15600 . Knoxville, TN 37901 o 8651342-3000 . FAX 865/342-3050 . email: mcghee@tys.org Becky A. Roberts From: Sent: To: Subject: Diane Powell Wednesday, October 02, 2013 10:06 PM Vic Domen DOJ lawsuit against American Airlines merger Victor J. Domen, Jr. Senior Antitrust Counsel Mr. Domen: As an American Airlines employee of many years I have a great stake in the success of the new American Airlines and I am extremely distressed by yesterday's announcement that Texas Attorney General Greg Abbott has made a deal with Doug Parker and Tom Horton that has resulted in Texas pulling out of the U.S. Department of Justice lawsuit. I am appealing to you in hope that you will not follow the path of the state of Texas and withdraw from this lawsuit. While it may not be pertinent to the DOJ lawsuit, it is interesting to note that AG Abbott is running for governor of the state of Texas which at the very least begs the question, “What did he get in return for this epiphany?” It is a fair question in light of some of the statements highlighted in the Department of Justice complaint, Case1:13-cv-01236, Document 1, pp. 25-26. I do not believe the earnings of American Airlines, year to date, indicate that a merger with U.S. Airways is warranted, in fact, AA just posted the best earnings for August….ever and shown that the new American Airlines can compete, ALONE. We have worked diligently over the past three years to position American Airlines for success through re-structuring and then bankruptcy. Some of our colleagues didn’t make the cut and many good people, who are still sacrificing, never dreamed that our efforts would result in American Airlines being handed over to a management team headed by Doug Parker and company. The voices of other like – minded employees have been muted; therefore, I am depending on the auspices of your office to stay the course with the Department of Justice and put an end to the proposed merger. Sincerely, Diane J. Powell The good Lord didn't create anything without a purpose, but Congress comes close. 1 October 23, 2013 The Honorable Eric H. Holder, Jr. Attorney General Robert F. Kennedy Building 950 Pennsylvania Avenue, NW Room 5111 Washington, D.C. 20530-2001 Dear Attorney General Holder: As mayors of some of the largest cities in the United States, we know the airline industry creates jobs, supports local business, attracts new business, and promotes infrastructure growth. Nowhere are these benefits more apparent than in cities- like ours- with airline hubs. But the Justice Department’s recent action seeking to block the combination of American Airlines and US Airways puts those benefits at risk for Charlotte, Philadelphia, Phoenix, Chicago, Dallas, Fort Worth and Miami-Dade County. We write to ask you to reconsider this ill-conceived lawsuit. We support the merger of American and US Airways because it is based on growth which benefits consumers and our communities. A hub airport is only as good as the route network it supports, and our cities represent hubs throughout the United States that would benefit from a broader route network. The combination of American Airlines and US Airways creates a better network than either carrier could build on its own. American’s substantial operations throughout the central United States provide critical coverage where US Airways is underdeveloped. US Airways’ substantial operations throughout the Northeast do the same for American. Bringing together these complementary operations creates a better network that will carry more passengers to, from and through Charlotte Douglas International Airport, Philadelphia International Airport, Phoenix Sky Harbor International Airport, Chicago O’Hare International Airport, Dallas/Fort Worth International Airport and Miami International Airport. This increase in passenger traffic will multiply the beneficial effects those airports have on jobs and our local economies. Without this merger, American and US Airways will be at a permanent competitive disadvantage to Delta and United, each of which has been allowed to build superior route networks through mergers that were cleared by the Justice Department, the latter under your watch. The long-term prospects of American and US Airways will be imperiled. But even worse than the impact on the merging companies, failure to clear the combination of American Airlines and US Airways will put our cities at an unnecessary competitive disadvantage to Atlanta, Newark and other hubs that directly benefit from the Delta and United mergers. You need not rely solely on our view. You also have another independent verification of the procompetitive benefits of the American Airlines US Airways merger, and that is the reaction of the companies’ employees, particularly organized labor. The unions at both airlines share our goal of job growth and our view that procompetitive mergers increase jobs. They also have a deep understanding of the airline industry’s competitive landscape, aided by the participation of the American unions in the Unsecured Creditors Committee as part of American’s bankruptcy. Now they have joined together with the companies to support the new American Airlines. This is unprecedented. Such a constructive approach between employees and management should be applauded by the Administration, not challenged. 1 By attempting to block the proposed combination, the Department has needlessly added to the uncertainty that these employees and their families must endure and has put jobs at risk. Our cities rely on the airline industry to support existing businesses, attract new businesses and to keep our local economies moving forward. The health and well-being of our cities and our citizens depends on this combination moving forward. For these reasons, we ask you to settle your lawsuit with American Airlines and US Airways and allow the combination to proceed. Sincerely, Patsy Kinsey Mayor of Charlotte Michael Nutter Mayor of Philadelphia Greg Stanton Mayor of Phoenix Rahm Emanuel Mayor of Chicago Mike Rawlings Mayor of Dallas Betsy Price Mayor of Fort Worth Carlos A. Gimenez Mayor of Miami-Dade County 2 Verdicts & Settlements Final Preview RESULT DATE: Nov. 12, 2013 United States of America v. US Airways Group Inc., AMR Corp. (1:13-cv-01236-CKK) 13-JV_2659 Hon. Colleen Kollar-Kotelly USDC Washington, DC TOPIC: Antitrust SUB TOPIC: Clayton Antitrust Act FURTHER DESCRIPTION: Airline Servides, Anticompetitive Conduct SETTLEMENT: Equitable Settlement ATTORNEY: Plaintiff - Mark W. Ryan, Michael Billiel, Ryan Danks, Katharine Mitchell-Tombras, Kathleen O'Neill, William Stallings (U.S. Department of Justice, Washington, District of Columbia); Nancy Bonnell, Susan Myers (Office of the Attorney General, Phoenix, Ariz.); Kayna Stavast-Piper, Mark Levy (Office of the Attorney General, Austin, Texas); Lizabeth A. Brady, Christopher Hunt (Office of the Attorney General, Tallahassee, Fla.); Bennett C. Rushkoff, Nicholas Bush (Office of the Attorney General, Washington, District of Columbia); Victor Domen (Office of the Attorney General, Nashville, Tenn.); James A. Donahue, III, Jennifer Thomson (Office of the Attorney General, Harrisburg, Pa.); D. J. Pascoe (Office of the Attorney General, Lansing, Mich.); Sarah Allen, Matthew Hull (Office of the Attorney General, Richmond, Va.). Defendant - Kenneth O'Rourke (O'Melveny & Myers LLP, Los Angeles); Richard G. Parker, Katrina Robson, Henry Thumann, Courtney Dyer (O'Melveny & Myers LLP, Washington, District of Columbia); Steven Bradbury, Paul Friedman, Gorav Jhindal (Dechert LLP, Washington, District of Columbia); Andrew Forman, Daniel Howley, Charles Rule (Cadwalader, Wickersham & Taft, Washington, District of Columbia); John Majoras, Paula Render, Christopher Thatch, John McDonald, Rosanna McCalips, Michael Fried (Jones Day, Columbus, Ohio); Mary Jean Moltenbrey, Scott Flicker (Paul Hastings LLP, Washington, District of Columbia). FACTS: U.S. Attorney General and the States of Arizona, Florida, Michigan, Tennessee, Texas, the Commonwealths of Pennsylvania and Virginia, and the District of Columbia sued US Airways Group Inc. and AMR Corp. (American), alleging violation of the antitrust law to enjoin the planned merger of the two major airlines. Plaintiffs sought equitable and other relief. The proposed settlement was part of a plan to bring out American out of bankruptcy. PLAINTIFFS' CONTENTIONS: Plaintiffs contended that the airlines' planned merger would create the "world's largest airline," and would hamper competition and would create a monopoly. As a result, the proposed merger would cause hundreds of millions of dollars of harm to American consumers. Thus, plaintiffs contended that the airlines should be permanently enjoined from merging. DEFENDANTS' CONTENTIONS: Defendants contended that the proposed merger would enhance competition and provide immense benefits to consumers. Defendants also contended that the proposed merger was pro-competitive and lawful. As such, defendants contended that plaintiffs' request for a permanent injunction should be denied. RESULT: The parties agreed to settle the matter, which required certain divestitures. As part of the settlement, the airlines were required to give up 104 flights slots at Washington Ronald Reagan National Airport. The airlines were also required to give up 34 flight slots at New York's LaGuardia Airport, as well as smaller divestitures at five other airports. No Breakup Fee coming If DoJ Blocks $118 Airline Deal - Law360 Page 1 of3 portfolio Media. Inc, 860 Broadway, 6th Floor I New York, NY 10003 www.law360.com Phone: +1 646783 7100 Fax: +1 646 7837L6t I customerservice@law36o,com No Breakup Fee Coming Deal By Liz If DOJ Blocks $11B Airline Hoffman and us Law36O, New York (August 20,2OL3,8:07 PM ET) -- If American Airlines Inc' look for a grounds, don't antitrust on apart Oitl¡on merger falls Airways'Group Inc,'i billion-dollar breakup fee. There isn't one. $ir includes The merger, which was challenged last week by federal and state regulators, a airline if one happens what scenarios terminat-ion fees for all the otheistandard - their mind, if either partygets breaks change better offer, if creditors in American's bankruptcy its promises under the agreement. or if one But it is silent on who owes what if the u.S, Depaftment of Justice is successful, almost would settlement any concessions the of the airlines gets skittish about making certainly require, which requires There is a g195 million fee if either party breaches the terms of the deal, ,'reasonable But the language is get approval. antitrust to best efforts" the airlines to use not enough to but assets, some to sell forcãd be relatively soft; one of the airlines could materially hurt the combined company' suggests The lack of both a dedicated break fee and a so-called "hell or high water" clause up an teeing that decided simply or ride, particularly bumpy the parties didn't anticipate a 'Lntramural squabble wouldn't ñelp, Representatives for the airlines declined to comment on the rationale. used antitrust Many big deals, especially in heavily regulated industries like telecom, have failed deal' a of sting the for or compensate r¡re oreaiup-rees to ho'ld buyärr' feet to tne cash and another $1'2 billion in spectrum locked their megamerger last year' UPS Inc' their deal fell apart under scrutiny f a recent Past littered with dead breakuP fee in its acquisition bY rcent of the deal value, though it ended up being unnecessarY. Inc' $2'5 billion - a whopping 2I And Google Inc. would have o on competition grounds' The failed percent õf tf.," deal value - if technology to Motorola's Android e its issue was whether DOJ would 18 months away, hinted than less date plus a-drop-dead competitors, The large break fee, that Google was prefared to fighi any efforts to thwart the deal tooth and nail' If DoJ Blo.,. mhtml:file://H:\plD\Vic\AA US Air Working file pdflNo Breakup Fee Coming 511912016 Page2 of No Breakup Fee coming If DoJ Blocks $118 Airline Deal - Law360 3 fees But David Shine of Fried Frank Harris Shriver & Jacobson LLP said antitrust breakup grown has that regime enforcement an grow of warier buyers may be on their way out, as percent of harder to predict. That's'especially true on larger deals, he said, where 5 or 6 quickly' the value I not unheard-oi for breakup fees in dicey industries - can add up ,,Everybody knows it's a possibility, and one that's getting harder for lawyers to handicap," to put bi9 dollars he said. ',I,d be surprised if a big company in this environment is willing at risk, AT&T really surprised a lot of people"' Express scripts Inc, as He pointed to the 2011 merger of Medco Health solutions Inc. and space, the parties a tipping point. Despite bein! a 3-to-2 merger in a heavily regulated hinted at a "big didn,t include a sepàrate termination fee, Iiwent off without a hitch, and boy" attitude he says is slowly taking hold' ,,That was a deal where the companies said,'We all know this a risk of the deal, Nobody's going to risk a big fee, We're just going to try really hard to get this done,"' he said' Office Depot Another deal awaiting antitrust clearance now, that of OfficeMax Inc' and but approvals' regulatory for fee breakup no there is only Inc,, goes a step futtiår. Not them. ne¡tÍ-rãr company is required to sell anything tr try to secure breakup fee, Last year, seven deals with values above $400 million included an antitrust average was about 6 according to Shearman & Sterling LLP, which tracks the_metric' The ñ;¿";i ãf Oeal vatue, skewed slightly by the higher NYSE-ICE fee. partly attributable to a steep drop That,s down from 14 deals in 2OO7. The decline may be strategic in M&A activity. But since the credit crunch hobbled private equity buyers, up a bigger making actually are scrutiny antitrust draw to mergers - those most likely cnunt of large-cap deals than they did during the mid-2000s boom, it might not have had Even if American, the nominal target, had wanted to push for a fee, bankruptcy, the leverage, experts said. The merger is its clearest path out of a two-year may board on and the delicate dance to get creditòrs, employees and other stakeholders ñave oampened the airline's ability to push for an extra fee. Beau Buffier, seller has to be in a position to demand a significant breakup fee," said credible options," who co-heads Shearman's antitrust group, "Thãt usually means having like an auction witÀ other strong bidáers or the ability to call off a sale entirely' ,,A are willing to go, If the DoJ is successful, the question will be how far the two airlines gates at Reagan National together unO s"paiãiely, to get the deal done, Selling or leasing is a possibility, Airport, where the combinedcompany would control 69 percent of slots, tt-'*gl.r'sources close to the litigation say it wouldn't be enough. For the moment, the case appears headed toward a trial, with both sides digging in' prepared to listen' but "If someone wants to come to us with a settlement, we are always Bill Baer, head of the our view is that thl iigl'ìt outcome here is a full-stop injunction," DOJ's antitrust division, said last week' partner Rich Parker, who when asked the next day for a response, o'Melveny & Myers LLP is heading the airlines' trial team, replied in kind' ,,you heard Bill on that, and we'd let his statement stand," he said. "We're always prepared working very to listen to any i¿eás tñat DOJ may have to resolve this, but right now we are confidence.l' hard to get ready for court, and looking forward to that date with mhtml:file://H:\plDwic\AA US Air Working file pdf\No Breakup Fee coming If DoJ Blo 5lt912016 No Breakup Fee Coming If DOJ Blocks $l1B Airline Deal - Law360 Page 3 of3 --Editing by John Quinn and Katherine Rautenberg. All Content O 2003-2013, Portfolio Media, Inc mhtml:file://H:\PlD\Vic\AA US Air Working file pdflNo Breakup Fee Coming If DOJ Blo,.. 511912016 Becky A. Roberts From: Sent: To: Subject: Attachments: Levy, Mark Tuesday, October 01, 2013 4:19 PM Andrew.jones@myfloridalegal.com; Bennett.rushkoff@dc.gov; Charlena Aumiller; Christopher.Hunt@myfloridalegal.com; Craig, Stephen; Elaine.boughner@azag.gov; jdonahue@attorneygeneral.gov; jjesse@oag.state.va.us; jkirk@attorneygeneral.gov; jthomson@attorneygeneral.gov; Laura.Daugherty@myfloridalegal.com; Levy, Mark; liz.brady@myfloridalegal.com; mhull@oag.state.va.us; Nancy.bonnell@azag.gov; nicholas.bush@dc.gov; Nicholas.weilhammer@myfloridalegal.com; pascoed1 @michigan.gov; Rachel Steinman; scott.palmer@myfloridalegal.com; SOAllen@oag.state.va.us; Stavast-Piper, Kayna; Stinson, Eric; susan.myers@azag.gov; twertz@attorneygeneral.gov; VanWinkle, Kim; Vic Domen; Tobey, Mark (Mark.Tobey@usdoj.gov); mark.ryan@usdoj.gov; ryan.danks@usdoj.gov; MitchellTombras, Katharine S. (Katharine.Mitchell@usdoj.gov); michael.billiel@usdoj.gov Notice of Texas Settlement Notice of Settlement to Court.10-1-13.pdf Plaintiff States and Department of Justice,    Please be advised that the State of Texas has entered into a settlement agreement with AMR and US Airways. The  settlement resolves this office’s claims but does not purport to address the claims of the remaining states or the DOJ.    I have submitted the attached letter to the court, which you will also receive via ECF, notifying it of our settlement.  When we have received confirmation that no plaintiff state opposes our Motion to Voluntarily Dismiss our claims, I will  submit it to the court.    Please contact me if you have any questions.    Mark      Mark A. Levy Assistant Attorney General Office of the Attorney General of Texas Consumer Protection Division - Antitrust Section P.O. Box 12548 Austin, Texas 78711-2548 Tel: 512/936-1847 Fax: 512/320-0975 Mark.Levy@texasattorneygeneral.gov      1 October 1, 2013 The Honorable Colleen Kollar-Kotelly United States District Court for the District of Columbia 333 Constitution Avenue, NW Washington, DC 20001 Re: submitted via ECF United States, et al. v. US Airways Group, Inc., and AMR Corporation Case No. 1:13-cv-01236-CKK Notice of Settlement of the Claims of the State of Texas Judge Kollar-Kotelly: The State of Texas wishes to notify the Court that it has entered into a settlement agreement with US Airways Group, Inc. and AMR Corporation. The agreement resolves the claims of the State of Texas, but it does not purport to address the claims of the other plaintiff states or the Department of Justice. The State of Texas is in the process of meeting and conferring with all parties to the litigation to notify them of the settlement. Once we can assure the court that no party opposes our position, the State of Texas will file its Motion to Voluntarily Dismiss its Claims with Prejudice. Regards, /s/ Mark A. Levy Mark A. Levy Assistant Attorney General Office of the Attorney General of Texas Consumer Protection Division – Antitrust Section 300 W. 15th Street, 7th Floor Austin, Texas 78701 Telephone: 512-936-1847 Facsimile: 512-320-0975 Mark.Levy@texasattorneygeneral.gov cc: All Counsel POST OFFICE BOX 12548, AUSTIN, TEXAS 78711-2548 TEL:(512) 463-2100 WEB: An Equal Employment Opportunity Employer · Printed on Recycled Paper WWW.OAG.STATE.TX.US Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 1 of 56 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA 450 Fifth Street Northwest, Suite 8000 Washington, DC 20530 STATE OF ARIZONA 1275 West Washington Phoenix, AZ 85007 DISTRICT OF COLUMBIA 441 Fourth Street Northwest, Suite 600 South Washington, DC 20001 STATE OF FLORIDA PL-01, The Capitol Tallahassee, FL 32399 COMMONWEALTH OF PENNSYLVANIA 14th Floor, Strawberry Square Harrisburg, PA 17120 STATE OF TENNESSEE 500 Charlotte Avenue Nashville, TN 37202 STATE OF TEXAS 300 W.15th Street, 7th Floor Austin, TX 78701 and Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 2 of 56 COMMONWEALTH OF VIRGINIA 900 East Main Street Richmond, VA 23219 Plaintiffs, v. US AIRWAYS GROUP, INC. 111 W. Rio Salado Parkway Tempe, AZ 85281 and AMR CORPORATION 4333 Amon Carter Boulevard Fort Worth, TX 76155 Defendants. COMPLAINT The United States of America, acting under the direction of the Attorney General of the United States, and the States of Arizona, Florida, Tennessee, Texas, the Commonwealths of Pennsylvania and Virginia, and the District of Columbia (“Plaintiff States”), acting by and through their respective Attorneys General, bring this civil action under federal antitrust law to enjoin the planned merger of two of the nation’s five major airlines, US Airways Group, Inc. (“US Airways”) and AMR Corporation (“American”), and to obtain equitable and other relief as appropriate. 2 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 3 of 56 I. INTRODUCTION 1. Millions of passengers depend on the airline industry to travel quickly, efficiently, and safely between various cities in the United States and throughout the world. Since 1978, the nation has relied on competition among airlines to promote affordability, innovation, and service and quality improvements. In recent years, however, the major airlines have, in tandem, raised fares, imposed new and higher fees, and reduced service. Competition has diminished and consumers have paid a heavy price. This merger—by creating the world’s largest airline— would, in the words of US Airways’ management, “finish[ ] industry evolution.” It would reduce the number of major domestic airlines from five to four, and the number of “legacy” airlines—today, Delta, United, American, and US Airways—from four to three. In so doing, it threatens substantial harm to consumers. Because of the size of the airline industry, if this merger were approved, even a small increase in the price of airline tickets, checked bags, or flight change fees would cause hundreds of millions of dollars of harm to American consumers annually. 2. American and US Airways compete directly on thousands of heavily traveled nonstop and connecting routes. Millions of passengers benefit each year from head-to-head competition that this merger would eliminate. With less competition, airlines can cut service and raise prices with less fear of competitive responses from rivals. 3. This merger will leave three very similar legacy airlines—Delta, United, and the new American—that past experience shows increasingly prefer tacit coordination over full-throated competition. By further reducing the number of legacy airlines and aligning the economic incentives of those that remain, the merger of US Airways and American would make it easier for the remaining airlines to cooperate, rather than compete, on price and service. That enhanced 3 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 4 of 56 cooperation is unlikely to be significantly disrupted by Southwest and JetBlue, which, while offering important competition on the routes they fly, have less extensive domestic and international route networks than the legacy airlines. 4. US Airways’ own executives—who would run the new American—have long been “proponents of consolidation.” US Airways believes that the industry—before 2005—had “too many” competitors, causing an “irrational business model.” Since 2005, there has been a wave of consolidation in the industry. US Airways has cheered these successive mergers, with its CEO stating in 2011 that “fewer airlines” is a “good thing.” US Airways’ President explained this thinking that same year: “Three successful fare increases – [we are] able to pass along to customers because of consolidation.” (emphasis added). Similarly, he boasted at a 2012 industry conference: “Consolidation has also . . . allowed the industry to do things like ancillary revenues [e.g., checked bag and ticket change fees] . . . . That is a structural permanent change to the industry and one that’s impossible to overstate the benefit from it.” In essence, industry consolidation has left fewer, more-similar airlines, making it easier for the remaining airlines to raise prices, impose new or higher baggage and other ancillary fees, and reduce capacity and service. This merger positions US Airways’ management to continue the trend—at the expense of consumers. 5. US Airways intends to do just that. If this merger were approved, US Airways would no longer need to offer low-fare options for certain travelers. For example, US Airways employs “Advantage Fares,” an aggressive discounting strategy aimed at undercutting the other legacy airlines’ nonstop fares with cheaper connecting service. US Airways’ hubs are in cities that generate less lucrative nonstop traffic than the other legacy airlines’ hubs. To compensate, US 4 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 5 of 56 Airways uses its Advantage Fares to attract additional passengers on flights connecting through its hubs. 6. The other legacy airlines take a different approach. If, for example, United offers nonstop service on a route, and Delta and American offer connecting service on that same route, Delta and American typically charge the same price for their connecting service as United charges for its nonstop service. As American executives observed, the legacy airlines “generally respect the pricing of the non-stop carrier [on a given route],” even though it means offering connecting service at the same price as nonstop service. But American, Delta, and United frequently do charge lower prices for their connecting service on routes where US Airways offers nonstop service. They do so to respond to US Airways’ use of Advantage Fares on other routes. 7. If the merger were approved, US Airways’ economic rationale for offering Advantage Fares would likely go away. The merged airline’s cost of sticking with US Airways’ one-stop, low-price strategy would increase. Delta and United would likely undercut the merged firm on a larger number of nonstop routes. At the same time, the revenues generated from Advantage Fares would shrink as American’s current nonstop routes would cease to be targets for Advantage Fares. The bottom line is that the merged airline would likely abandon Advantage Fares, eliminating significant competition and causing consumers to pay hundreds of millions of dollars more. 8. Consumers will likely also be harmed by the planned merger because American had a standalone plan to emerge from bankruptcy poised to grow. American planned to expand domestically and internationally, adding service on nearly 115 new routes. To support its plan, American recently made the largest aircraft order in industry history. 5 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 6 of 56 9. American’s standalone plan would have bucked current industry trends toward capacity reductions and less competition. US Airways called American’s growth plan “industry destabilizing” and worried that American’s plan would cause other carriers to react “with their own enhanced growth plans . . . .” The result would be to increase competitive pressures throughout the industry. After the merger, US Airways’ current executives—who would manage the merged firm—would be able to abandon American’s efforts to expand and instead continue the industry’s march toward higher prices and less service. As its CEO candidly stated earlier this year, US Airways views this merger as “the last major piece needed to fully rationalize the industry.” 10. Passengers to and from the Washington, D.C. area are likely to be particularly hurt. To serve Ronald Reagan Washington National Airport (“Reagan National”), a carrier must have “slots,” which are government-issued rights to take off and land. US Airways currently holds 55% of the slots at Reagan National and the merger would increase the percentage of slots held by the combined firm to 69%. The combined airline would have a monopoly on 63% of the nonstop routes served out of the airport. Competition at Reagan National cannot flourish where one airline increasingly controls an essential ingredient to competition. Without slots, other airlines cannot enter or expand the number of flights that they offer on other routes. As a result, Washington, D.C. area passengers would likely see higher prices and fewer choices if the merger were approved. 11. Notwithstanding their prior unequivocal statements about the effects of consolidation, the defendants will likely claim that the elimination of American as a standalone competitor will benefit consumers. They will argue that Advantage Fares will continue, existing capacity levels and growth plans will be maintained, and unspecified or unverified “synergies” will materialize, 6 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 7 of 56 creating the possibility of lower fares. The American public has seen this before. Commenting on a commitment to maintain service levels made by two other airlines seeking approval for a merger in 2010, the CEO of US Airways said: “I’m hopeful they’re just saying what they need . . . to get this [transaction] approved.” By making claims about benefits that are at odds with their prior statements on the likely effects of this merger, that is precisely what the merging parties’ executives are doing here—saying what they believe needs to be said to pass antitrust scrutiny. 12. There is no reason to accept the likely anticompetitive consequences of this merger. Both airlines are confident they can and will compete effectively as standalone companies. A revitalized American is fully capable of emerging from bankruptcy proceedings on its own with a competitive cost structure, profitable existing business, and plans for growth. US Airways today is competing vigorously and earning record profits. Executives of both airlines have repeatedly stated that they do not need this merger to succeed. 13. The merger between US Airways and American would likely substantially lessen competition, and tend to create a monopoly, in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. Therefore, this merger should be permanently enjoined. II. JURISDICTION, INTERSTATE COMMERCE, AND VENUE 14. The United States brings this action, and this Court has subject-matter jurisdiction over this action, under Section 15 of the Clayton Act, as amended, 15 U.S.C. § 25, to prevent and restrain US Airways and American Airlines from violating Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18. 15. The Plaintiff States bring this action under Section 16 of the Clayton Act, 15 U.S.C. § 26, to prevent and restrain US Airways and American Airlines from violating Section 7 of the 7 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 8 of 56 Clayton Act, as amended, 15 U.S.C. § 18. The Plaintiff States, by and through their respective Attorneys General, bring this action as parens patriae on behalf of the citizens, general welfare, and economy of each of their states. 16. The defendants are engaged in, and their activities substantially affect, interstate commerce, and commerce in each of the Plaintiff States. US Airways and American Airlines each annually transport millions of passengers across state lines throughout this country, generating billions of dollars in revenue while doing so. 17. Venue is proper under Section 12 of the Clayton Act, 15 U.S.C. § 22. This Court also has personal jurisdiction over each defendant. Both defendants are found and transact business in this judicial district. III. THE DEFENDANTS AND THE TRANSACTION 18. Defendant US Airways Group, Inc., is a Delaware corporation headquartered in Tempe, Arizona. Last year, it flew over fifty million passengers to approximately 200 locations worldwide, taking in more than $13 billion in revenue. US Airways operates hubs in Phoenix, Charlotte, Philadelphia, and Washington, D.C. 19. US Airways is performing exceptionally well. In 2012, it enjoyed record profits. It is operating at high load factors—the percentage of seats sold on its flights—and has a national and international route network, alliances with international airlines, a strong brand name, modern equipment, and a competitive cost structure. In mid-2012, US Airways’ CEO, touting the airline’s “record second quarter results,” told Dow Jones that the company “has a great business model that works and we certainly don’t need to merge with another airline.” 20. Defendant AMR Corporation is a Delaware corporation headquartered in Fort Worth, Texas. AMR Corporation is the parent company of American Airlines. Last year, American 8 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 9 of 56 flew over eighty million passengers to approximately 250 locations worldwide, taking in more than $24 billion in revenue. American operates hubs in New York, Los Angeles, Chicago, Dallas, and Miami. The American Airlines brand is “one of the most recognized . . . in the world.” 21. In November 2011, American filed for bankruptcy reorganization and is currently under the supervision of the Bankruptcy Court for the Southern District of New York. American adopted and implemented a standalone business plan designed “to restore American to industry leadership, profitability and growth.” While in bankruptcy, American management “pursued and successfully implemented” key provisions of this plan, including revenue and network enhancements, as well as “restructuring efforts [that] have encompassed labor cost savings, managerial efficiencies, fleet reconfiguration, and other economies . . . .” That work has paid off. American reported that its revenue growth has “outpaced” the industry since entering bankruptcy and in its most recent quarterly results reported a company record-high $5.6 billion in revenues, with $357 million in profits. Under experienced and sophisticated senior management, American’s restructuring process has positioned it to produce “industry leading profitability.” As recently as January 8, 2013, American’s management presented plans to emerge from bankruptcy that would increase the destinations American serves in the United States and the frequency of its flights, and position American to compete independently as a profitable airline with aggressive plans for growth. 22. US Airways sees American the same way. Its CEO observed in December 2011 that “A[merican] is not going away, they will be stronger post-bankruptcy because they will have less debt and reduced labor costs.” A US Airways’ executive vice president similarly wrote in July 2012 that “[t]here is NO question about AMR’s ability to survive on a standalone basis.” 9 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 10 of 56 23. US Airways and American agreed to merge on February 13, 2013. US Airways shareholders would own 28 percent of the combined airline, while American shareholders, creditors, labor unions, and employees would own 72 percent. The merged airline would operate under the American brand name, but the new American would be run by US Airways management. IV. THE RELEVANT MARKETS A. Scheduled Air Passenger Service Between Cities 24. Domestic scheduled air passenger service enables consumers to travel quickly and efficiently between various cities in the United States. Air travel offers passengers significant time savings and convenience over other forms of travel. For example, a flight from Washington, D.C. to Detroit takes just over an hour of flight time. Driving between the two cities takes at least eight hours. A train between the two cities takes more than fifteen hours. 25. Due to time savings and convenience afforded by scheduled air passenger service, few passengers would substitute other modes of transportation (car, bus, or train) for scheduled air passenger service in response to a small but significant industry-wide fare increase. Another way to say this, as described in the Fed. Trade Comm’n & U.S. Dep’t of Justice Horizontal Merger Guidelines (2010), and endorsed by courts in this Circuit, is that a hypothetical monopolist of all domestic scheduled air passenger service likely would increase its prices by at least a small but significant and non-transitory amount. Scheduled air passenger service, therefore, constitutes a line of commerce and a relevant product market within the meaning of Section 7 of the Clayton Act. 26. A “city pair” is comprised of a flight’s departure and arrival cities. For example, a flight departing from Washington and arriving in Chicago makes up the Washington-Chicago city pair. 10 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 11 of 56 Passengers seek to depart from airports close to where they live and work, and arrive at airports close to their intended destinations. Most airline travel is related to business, family events, and vacations. Thus, most passengers book flights with their origins and destinations predetermined. Few passengers who wish to fly from one city to another would likely switch to flights between other cities in response to a small but significant and non-transitory fare increase. 27. Airlines customarily set fares on a city pair basis. For each city pair, the degree and nature of the competition from other airlines generally plays a large role in an airline’s pricing decision. 28. Therefore, a hypothetical monopolist of scheduled air passenger service between specific cities likely would increase its prices by at least a small but significant and non-transitory amount. Accordingly, each city pair is a relevant geographic market and section of the country under Section 7 of the Clayton Act. 29. Consumer preferences also play a role in airline pricing and are relevant for the purpose of analyzing the likely effects of the proposed merger. Some passengers prefer nonstop service because it saves travel time; some passengers prefer buying tickets at the last minute; others prefer service at a particular airport within a metropolitan area. For example, most business customers traveling to and from downtown Washington prefer service at Reagan National over other airports in the Washington, D.C. metropolitan area. Through a variety of fare restrictions and rules, airlines can profitably raise prices for some of these passengers without raising prices for others. Thus, the competitive effects of the proposed merger may vary among passengers depending on their preferences for particular types of service or particular airports. 11 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 12 of 56 B. Takeoff and Landing Slots at Reagan National Airport 30. Reagan National is one of only four airports in the country requiring slots for takeoffs and landings. Slots are expensive (often valued at over $2 million per slot), difficult to obtain, and only rarely change hands between airlines. There are no alternatives to slots for airlines seeking to enter or expand their service at Reagan National. 31. Reagan National is across the Potomac River from Washington, D.C., and, due to its proximity to the city and direct service via the Metro, airlines actively seek to serve passengers flying into and out of Reagan National. Airlines do not view service at other airports as adequate substitutes for service offered at Reagan National for certain passengers, and thus they are unlikely to switch away from buying or leasing slots at Reagan National in response to a small but significant increase in the price of slots. Airlines pay significant sums for slots at Reagan National, despite having the option of serving passengers through the region’s other airports. A hypothetical monopolist of slots at Reagan National likely would increase its prices by at least a small but significant and non-transitory amount. Thus, slots at Reagan National Airport constitute a line of commerce, section of the country, and relevant market within the meaning of Section 7 of the Clayton Act. V. THE MERGER IS LIKELY TO RESULT IN ANTICOMPETITIVE EFFECTS A. Industry Background 32. Today, four network or “legacy” airlines remain in the United States: American, US Airways, United, and Delta. These four have extensive national and international networks, connections to hundreds of destinations, established brand names, and strong frequent flyer reward programs. In addition, there are non-network airlines, including Southwest Airlines and a handful of smaller firms, which typically do not offer “hub-and-spoke” service. 12 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 13 of 56 33. Airlines compete in many ways. One is the price of a ticket. Airlines also compete based on: nonstop versus connecting flights; number of destinations served; convenient flight schedules; passenger comfort and seating policies; choices for classes of service; carry-on baggage policies; the degree of personal service at ticket counters and boarding areas; onboard meal and drink service; in-flight entertainment; and the quality and generosity of frequent flyer programs. 34. Since 2005, the U.S. airline industry has undergone significant consolidation. The consolidation “wave” started with the 2005 merger between US Airways and America West, creating today’s US Airways. In 2008, Delta and Northwest Airlines merged; in 2010, United and Continental merged; and in 2011, Southwest Airlines and AirTran merged. The chart below, in which one of US Airways’ executive vice presidents referred to industry consolidation as the “New Holy Grail,” demonstrates that since 2005 the number of major airlines has dropped from nine to five. New Order: New Holy Grail - Industry Consolidation The major airlines have consolidated to 5 from 9 since 2005 2005 2008 53 13 2010 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 14 of 56 35. Increasing consolidation among large airlines has hurt passengers. The major airlines have copied each other in raising fares, imposing new fees on travelers, reducing or eliminating service on a number of city pairs, and downgrading amenities. An August 2012 presentation from US Airways observes that consolidation has resulted in “Fewer and Larger Competitors.” The structural change to “fewer and larger competitors” has allowed “[t]he industry” to “reap the benefits.” Those benefits to the industry are touted by US Airways in the same presentation as including “capacity reductions” and new “ancillary revenues” like bag fees. B. Many Relevant Markets Are Highly Concentrated and the Planned Merger Would Significantly Increase that Concentration 36. In 2005, there were nine major airlines. If this merger were approved, there would be only four. The three remaining legacy airlines and Southwest would account for over 80% of the domestic scheduled passenger service market, with the new American becoming the biggest airline in the world. 37. Market concentration is one useful indicator of the level of competitive vigor in a market, and the likely competitive effects of a merger. The more concentrated a market, and the more a transaction would increase concentration in a market, the more likely it is that a transaction would result in a meaningful reduction in competition. Concentration in relevant markets is typically measured by the Herfindahl-Hirschman Index (“HHI”). Markets in which the HHI exceeds 2,500 points are considered highly concentrated. Post-merger increases in HHI of more than 200 points are considered to be significant increases in concentration. 38. In more than 1,000 of the city pair markets in which American and US Airways currently compete head-to-head, the post-merger HHI would exceed 2,500 points and the merger would increase the HHI by more than 200 points. For example, on the Charlotte-Dallas city pair, the post-merger HHI will increase by 4,648 to 9,319 (out of 10,000). In these markets, US Airways 14 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 15 of 56 and American annually serve more than 14 million passengers and collect more than $6 billion in fares. The substantial increases in concentration in these highly concentrated markets demonstrate that in these relevant markets, the merger is presumed, as a matter of law, to be anticompetitive. The relevant markets described in this paragraph are listed in Appendix A. 39. Other city pairs across the country would likely be affected by the loss of competition stemming from this planned merger. In some of these markets, US Airways and American compete head-to-head, often offering consumers discounted fares. If approved, this merger will likely end much of that discounting, significantly harming consumers in the process. Moreover, the loss of competition in these markets would increase the likelihood that the remaining airlines can coordinate to raise price, reduce output, and diminish the quality of their services. In these relevant markets, the merger is likely also to substantially lessen competition. 40. In the market for slots at Reagan National, the merger would result in a highly concentrated market, with a post-merger HHI of 4,959. The merger would also significantly increase concentration by 1,493 points. As a result, the merger should be presumed, as a matter of law, to be anticompetitive. C. This Merger Would Increase the Likelihood of Coordinated Behavior Among the Remaining Network Airlines Causing Higher Fares, Higher Fees, and More Limited Service 41. The structure of the airline industry is already conducive to coordinated behavior: Few large players dominate the industry; each transaction is small; and most pricing is readily transparent. 42. For example, the legacy airlines closely watch the pricing moves of their competitors. When one airline “leads” a price increase, other airlines frequently respond by following with price increases of their own. The initiating carrier will lead the price increase and then see if the 15 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 16 of 56 other carriers will match the increase. If they do not, the initiating carrier will generally withdraw the increase shortly thereafter. 43. The legacy airlines also use what they call “cross-market initiatives,” or “CMIs,” to deter aggressive discounting and prevent fare wars. A CMI occurs where two or more airlines compete against each other on multiple routes. If an airline offers discounted fares in one market, an affected competitor often responds with discounts in another market—a CMI—where the discounting airline prefers a higher fare. CMIs often cause an airline to withdraw fare discounts. For example, in the fall of 2009, US Airways lowered fares and relaxed restrictions on flights out of Detroit (a Delta stronghold) to Philadelphia. Delta responded by offering lower fares and relaxed restrictions from Boston to Washington (a US Airways stronghold). US Airways’ team lead for pricing observed Delta’s move and concluded “[w]e have more to lose in BOSWAS . . . I think we need to bail on the [Detroit-Philadelphia] changes.” 44. There is also past express coordinated behavior in the industry. For example, all airlines have complete, accurate, and real-time access to every detail of every airline’s published fare structure on every route through the airline-owned Airline Tariff Publishing Company (“ATPCO”). US Airways’ management has called ATPCO “a dedicated price-telegraph network for the industry.” The airlines use ATPCO to monitor and analyze each other’s fares and fare changes and implement strategies designed to coordinate pricing. Airlines have previously used ATPCO to engage in coordinated behavior. In 1992, the United States filed a lawsuit to stop several airlines, including both defendants, from using their ATPCO filings as a signaling device to facilitate agreements on fares. That lawsuit resulted in a consent decree, now expired. 45. US Airways also has communicated directly with a competitor when it was upset by that competitor’s efforts to compete more aggressively. In 2010, one of US Airways’ larger rivals 16 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 17 of 56 extended a “triple miles” promotion that set off a market share battle among legacy carriers. The rival airline was also expanding into new markets and was rumored to be returning planes to its fleet that had been mothballed during the recession. US Airways’ CEO complained about these aggressive maneuvers, stating to his senior executives that such actions were “hurting [the rival airline’s] profitability – and unfortunately everyone else’s.” US Airways’ senior management debated over email about how best to get the rival airline’s attention and bring it back in line with the rest of the industry. In that email thread, US Airways’ CEO urged the other executives to “portray[ ] these guys as idiots to Wall Street and anyone else who’ll listen.” Ultimately, to make sure the message was received, US Airways’ CEO forwarded the email chain—and its candid discussion about how aggressive competition would be bad for the industry—directly to the CEO of the rival airline. (The rival’s CEO immediately responded that it was an inappropriate communication that he was referring to his general counsel.) 46. Coordination becomes easier as the number of major airlines dwindles and their business models converge. If not stopped, the merger would likely substantially enhance the ability of the industry to coordinate on fares, ancillary fees, and service reductions by creating, in the words of US Airways executives, a “Level Big 3”of network carriers, each with similar sizes, costs, and structures. 47. Southwest, the only major, non-network airline, and other smaller carriers have networks and business models that differ significantly from the legacy airlines. Traditionally, Southwest and other smaller carriers have been less likely to participate in coordinated pricing or service reductions. For example, Southwest does not charge customers for a first checked bag or ticket change fees. Yet that has not deterred the legacy carriers from continuing, and even increasing, those fees. In November 2011, a senior US Airways executive explained to her boss the reason: 17 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 18 of 56 “Our employees know full well that the real competition for us is [American], [Delta], and [United]. Yes we compete with Southwest and JetBlue, but the product is different and the customer base is also different.” 1. The Merger Would Likely Result in the Elimination of US Airways’ Advantage Fares 48. On routes where one legacy airline offers nonstop service, the other legacies “generally respect the pricing of the non-stop carrier,” as American has put it. Thus, if American offers nonstop service from Washington to Dallas at $800 round-trip, United and Delta will, “[d]espite having a service disadvantage,” price their connecting fares at the level of American’s nonstop fares. The legacy carriers do this because if one airline, say Delta, were to undercut fares in markets where American offers nonstop service, American would likely do the same in Delta’s nonstop markets. To Delta, the cost of being undercut in its nonstop markets exceeds the benefit it would receive from winning additional passengers in American nonstop markets. 49. US Airways, alone among the legacy carriers, has a different cost-benefit analysis for pricing connecting routes. Although it too is a national network carrier, US Airways has hubs in cities that generate less revenue from passengers flying nonstop than the other legacy airlines’ hubs. Because US Airways’ hubs generate less revenue from passengers flying nonstop, US Airways must gain more revenue from connecting passengers. It gets that revenue by offering connecting service that is up to 40% cheaper than other airlines’ nonstop service. US Airways calls this program “Advantage Fares.” 50. Millions of consumers have benefitted. Advantage Fares offer consumers, especially those who purchase tickets at the last minute, meaningfully lower fares. The screenshot below from ITA Software, Airfare Matrix (“ITA”), taken on August 12, 2013, for travel departing on 18 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 19 of 56 August 13 and returning August 14 from Miami to Cincinnati, shows the benefits of US Airways’ Advantage Fare program to passengers 1: American is the only airline on this route to offer nonstop service, charging $740. Delta and United do not meaningfully compete. Both charge more for their connecting service than American charges for nonstop service. Thus, on this particular route, a passenger who chose Delta or United would pay more for an inferior product. In contrast, US Airways’ fares today are significantly lower than American’s fares, and offer consumers a real choice. Those consumers who are more price conscious receive the benefit of a substantially lower-fare option. In this case, a customer who purchased a US Airways one-stop ticket would save $269 compared to American’s nonstop service. 51. The benefits from Advantage Fares extend to hundreds of other routes, including those where more than one carrier offers nonstop service. The screenshot below from ITA, taken on August 12, 2013, for travel departing on August 13 and returning August 14 from New York to Houston, demonstrates just how dramatic the savings can be: 1 “Multiple Airlines” refers to an itinerary where a passenger uses different airlines for their departing and returning flights. 19 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 20 of 56 US Airways’ connecting fare is $870 cheaper than the other legacy carriers’ nonstop flights, and beats JetBlue and AirTran’s fares by more than $300. Although Southwest does not participate in the standard online travel sites, a cross-check against the Southwest website demonstrates that US Airways also beats Southwest’s $887 nonstop fare by more than $300. 52. Other airlines have chosen to respond to Advantage Fares with their own low connecting fares in markets where US Airways has nonstop service. That is, the other legacy airlines undercut US Airways’ nonstop fares the same way that US Airways undercuts their nonstop fares. The screenshot below from ITA, taken on August 12, 2013, for travel on August 13 and returning August 14 from Charlotte to Syracuse, shows how the other legacy carriers respond to Advantage Fares to the benefit of consumers: Here, US Airways is the only airline to offer nonstop service, charging $685. Delta and United undercut that price by charging $375 and $395, respectively, for connecting service. Once again, 20 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 21 of 56 consumers benefit by having the option of far less expensive connecting service. A customer who buys a Delta one-stop flight saves $310 over US Airways’ nonstop service. 53. There are over 100 routes where other carriers offer nonstop service on which US Airways does not offer Advantage Fares. Consumers in these markets are not given the option of a low-cost connecting alternative and are forced to pay significantly more for service. For example, US Airways does not currently offer Advantage Fares on flights from Cincinnati to Pittsburgh. Without the option of a low connecting fare, consumers see significantly higher prices, as illustrated by a screenshot from ITA, taken on August 12, 2013, for travel on August 13 and returning August 14: . 54. Advantage Fares have proven highly disruptive to the industry’s overall coordinated pricing dynamic. An American executive expressed her frustration in September 2011 with US Airways’ Advantage Fares, noting that US Airways was “still way undercutting us [on flights from Boston and New York to Dallas] and getting significant share.” One response American considered was to lower its fares on the same route. Another option was “to take up this battle w/them again,” in an attempt to force US Airways to limit or abandon its strategy. 55. US Airways’ President acknowledged in September 2010 that its Advantage Fare strategy “would be different if we had a different route network . . . .” Currently, US Airways’ 21 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 22 of 56 network structure precludes Delta and United from preventing US Airways’ aggressive “onestop pricing.” Because US Airways’ hubs have relatively less nonstop traffic, the other legacy airlines cannot respond sufficiently to make Advantage Fares unprofitable. But by increasing the size and scope of US Airways’ network, the merger makes it likely that US Airways will have to discontinue its Advantage Fares. 56. American’s executives agree. American believes that Advantage Fares will be eliminated because of the merger. Internal analysis at American in October 2012 concluded that “[t]he [Advantage Fares] program would have to be eliminated in a merger with American, as American’s large non-stop markets would now be susceptible to reactionary pricing from Delta and United.” Another American executive observed that same month: “The industry will force alignment to a single approach—one that aligns with the large legacy carriers as it is revenue maximizing.” 57. US Airways believes that it currently gains “most of its advantage fare value from AA,” meaning that Advantage Fares provide substantial value for US Airways on routes where American is the legacy airline offering nonstop service. Post-merger, continuing Advantage Fares would mean that US Airways was taking that value away from itself by undercutting its own nonstop prices. Plainly, this would make no sense. Thus, for US Airways post-merger, the benefits of Advantage Fares would go down, and its costs would go up. 58. By ending Advantage Fares, the merger would eliminate lower fares for millions of consumers. Last year, more than 2.5 million round-trip passengers—including more than 250,000 passengers from the greater Washington, D.C. area; another 250,000 passengers in the Dallas-Fort Worth area; half a million passengers in the greater New York City area; and 175,000 passengers from Detroit—bought an Advantage Fare ticket. Hundreds of thousands of 22 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 23 of 56 other passengers flying nonstop on US Airways, particularly from their hubs in Phoenix, Charlotte, and Philadelphia, benefited from responsive fares offered by the legacy airlines. 2. The Merger Would Likely Lead to Increased Industry-Wide “Capacity Discipline,” Resulting in Higher Fares and Less Service 59. Legacy airlines have taken advantage of increasing consolidation to exercise “capacity discipline.” “Capacity discipline” has meant restraining growth or reducing established service. The planned merger would be a further step in that industry-wide effort. In theory, reducing unused capacity can be an efficient decision that allows a firm to reduce its costs, ultimately leading to lower consumer prices. In the airline industry, however, recent experience has shown that capacity discipline has resulted in fewer flights and higher fares. 60. Each significant legacy airline merger in recent years has been followed by substantial reductions in service and capacity. These capacity reductions have not consisted simply of cancellation of empty planes or empty seats; rather, when airlines have cut capacity after a merger, the number of passengers they carry on the affected routes has also decreased. 61. US Airways has recognized that it benefitted from this industry consolidation and the resulting capacity discipline. US Airways has long taken the position that the capacity cuts achieved through capacity discipline “enabled” fare increases and that “pricing power” results from “reduced industry capacity.” US Airways’ CEO explained to investors in 2006 that there is an “inextricable link” between removing seats and raising fares. 62. In 2005, America West—managed then by many of the same executives who currently manage US Airways—merged with US Airways. America West had hubs in Phoenix and Las Vegas while the former US Airways had hubs in Pittsburgh, Charlotte, and Philadelphia. Following the merger, the combined firm reduced capacity, including significant cuts in Pittsburgh and Las Vegas. In 2010, the Chief Financial Officer for US Airways explained: 23 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 24 of 56 We believe in the hub system. I just think there’s too many hubs. If you look across the country, you can probably pick a few that are smaller hubs and maybe duplicative to other hubs that airlines have that they could probably get out of. In our example, we merged with US Airways [and] . . . what we have done over time, which is unfortunate for the cities, but we couldn’t hold a hub in Pittsburgh and we couldn’t hold a hub in Las Vegas. So over time we have consolidated and condensed our operation back, which is really important, condensed it back to our major hubs. A post-merger US Airways analysis confirmed that it succeeded in obtaining a “3% to 4% capacity reduction.” 63. In 2006, on the heels of the America West/US Airways merger, the combined firm submitted an ultimately unsuccessful hostile bid for Delta Air Lines. US Airways’ management had concluded that a merged US Airways/Delta could reduce the combined carrier’s capacity by 10 percent, which would lead to higher revenues for the combined firm and for the industry. In 2007, following the rejection of the hostile bid, US Airways’ CEO explained to investors how the deal would have increased industry profits: It’s part of what we tried to impress upon people as we were going through our run at Delta, was that . . . it was good for US Airways [and] good for the entire industry. We’re going to take out 4% of the industry capacity as we did that. Everyone’s 2008 numbers would look a (expletive) of a lot better had that transaction happened . . . . 64. In 2008, Delta merged with Northwest Airlines. Despite promises to the contrary, the combined airline reduced capacity, including significant cuts at its former hubs in Cincinnati and Memphis. US Airways’ CEO was “quite happy” to see the merger and advocated for further consolidation. He explained that an industry structure of “five different hub and spoke airlines with who knows how many hubs across the United States . . . results in all of us fighting for the same connecting passengers over numerous hubs.” Left unsaid was that fewer airlines meant less competition and higher fares. 24 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 25 of 56 65. In May 2010, United Airlines and Continental Airlines announced their planned merger. The announcement caused speculation about the future of each airline’s hubs, including Continental’s Cleveland hub. In Congressional testimony, an industry analyst stated that he did not believe the merger would cause reductions in Cleveland. On June 18, 2010, upon seeing the testimony, US Airways’ CEO wrote an email to other US Airways executives stating, “[s]urely these guys [United/Continental] aren’t really planning to keep Cleveland open. I’m hopeful they’re just saying what they need to (including to [the analyst]) to get this approved.” United and Continental closed their deal on October 1, 2010. The combined firm has reduced capacity at nearly all of its major hubs (including Cleveland) and at many other airports where the two airlines previously competed. Similarly, Southwest/AirTran has reduced service in a number of its focus cities and on many of AirTran’s former routes following its 2011 merger. 66. The defendants are fully aware of these earlier mergers’ effects. A 2012 American Airlines analysis concluded that “following a merger, carriers tend to remove capacity or grow more slowly than the rest of the industry.” US Airways’ management concluded that although industry consolidation has been a success, as its CEO stated publicly in 2010, the industry had yet to hit its “sweet spot,” and additional consolidation was needed because the industry remained “overly fragmented.” 67. A merger with American would allow US Airways to hit the “sweet spot.” For consumers, however, it would be anything but sweet. US Airways believes that merging with American “finishes industry evolution” by accomplishing US Airways’ goal of “reduc[ing] capacity more efficiently.” When first considering a combination with American, US Airways projected that the merged firm could reduce capacity by as much as 10 percent. Similarly, American expects that the merger will lead to capacity reductions that would negatively impact 25 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 26 of 56 “communities,” “people,” “customers,” and “suppliers.” Higher fares would be right around the corner. 3. The Planned Merger Would Likely Block American’s Standalone Expansion Plans, Thwarting Likely Capacity Increases 68. American does not need this merger to thrive, let alone survive. Before the announcement of this merger, a key component of American’s standalone plan for exiting bankruptcy revolved around substantial expansion, including increases in both domestic and international flights. Thus, in 2011, American placed the largest order for new aircraft in the industry’s history. 69. US Airways executives feared that American’s standalone growth plan would disrupt the industry’s capacity discipline “momentum.” In a 2012 internal presentation, US Airways executives recognized that while “[i]ndustry mergers and capacity discipline expand margins,” American’s standalone “growth plan has potential to disrupt the new dynamic” and would “Reverse Industry Capacity Trends.” Moreover, US Airways believed that if American implemented its growth plans, other airlines would “react to AMRs plans with their own enhanced growth plans destabilizing industry.” US Airways believed that American’s standalone capacity growth would “negatively impact” industry revenues and threaten industry pricing. 70. US Airways thought that a merger with American was a “lower risk alternative” than letting American’s standalone plan come to fruition because US Airways management could maintain capacity discipline. American’s executives have observed that “the combined network would likely need to be rationalized,” especially given the merged carrier’s numerous hubs, and that it is “unlikely that [a combined US Airways/American] would pursue growth . . . .” 26 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 27 of 56 4. The Merger Would Likely Result in Higher Fees 71. Since 2008, the airline industry has increasingly charged consumers fees for services that were previously included in the price of a ticket. These so-called ancillary fees, including those for checked bags and flight changes, have become very profitable. In 2012 alone, airlines generated over $6 billion in fees for checked bags and flight changes. Even a small increase in these fees would cost consumers millions. 72. Increased consolidation has likely aided the implementation of these fees. The levels of the ancillary fees charged by the legacy carriers have been largely set in lockstep. One airline acts as the “price leader,” with others following soon after. Using this process, as a US Airways strategic plan observed, the airlines can raise their fees without suffering “market share impacts.” For example, American announced that it would charge for a first checked bag on May 21, 2008. On June 12, 2008, both United and US Airways followed American’s lead. Similarly, over a period of just two weeks this spring, all four legacy airlines increased their ticket change fee for domestic travel from $150 to $200. 73. The legacy airlines recognize that the success of any individual attempt to impose a new fee or fee increase depends on whether the other legacies follow suit. When, in July 2009, American matched the other legacy carriers by raising its checked bag fee to $20, but did not join the others in offering a $5 web discount, US Airways was faced with the decision of whether to “match” American by either eliminating its own web discount, or raising its price to $25, with a $5 discount. US Airways’ CEO gave his view: I can’t believe I’m saying this, but I think we should stand still on this for now. I recognize that increases the chances of everyone standing still . . . the [dollars] aren’t compelling enough for us to stick our necks out first. I do think D[elta] or U[nited] won’t let them have an advantage, so it’ll get matched – I’m just not sure we should go first. If a couple weeks go by and no one’s moved, we can always jump in. 27 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 28 of 56 74. Similarly, when US Airways was considering whether to raise its second checked bag fee to $100 to match Delta’s fee, a US Airways executive observed: “Wow - $100 is a lot for second bag. I would think there’s big passenger gag reflex associated with that, but if we can get it, we should charge it. Do you think we should wait for [United] or [American] to move first, though?” 75. Conversely, in 2008, when US Airways began charging passengers for soft drinks, the other legacy airlines did not follow its lead, and US Airways backed off. US Airways’ CEO explained: “With US Airways being the only network carrier to charge for drinks, we are at a disadvantage.” Had US Airways not rescinded this fee, it would have lost passengers to the other legacy airlines. 76. At times, the airlines consider new fees or fee increases, but hold off implementing them while they wait to see if other airlines will move first. For example, on April 18, United announced that it was increasing its ticket change fee from $150 to $200. American decided that “waiting for [Delta] and then moving to match if [Delta] comes along” would be its best strategy. Over the next two weeks, US Airways, Delta, and American each fell in line, leading a US Airways executive to observe on May 1: “A[merican] increased their change fees this morning. The network carriers now have the same $200 domestic . . . change fees.” 77. Post-merger, the new American would likely lead new fee increases. A December 2012 discussion between US Airways executives included the observation that after the merger, “even as the world’s largest airline we’d want to consider raising some of the baggage fees a few dollars in some of the leisure markets.” 78. New checked bag fees on flights from the United States to Europe are a likely target. Both US Airways and American have considered imposing a first checked bag fee on flights to 28 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 29 of 56 Europe but have refrained from doing so. US Airways seriously considered leading such a price move but was concerned that other airlines would not match: “We would hope that [other airlines] would follow us right away . . . but there is no guarantee . . . .” Ultimately, US Airways concluded it was “too small” to lead additional checked bag fees for flights to Europe. Postmerger, that would no longer be true. The merged firm would be the world’s largest airline, giving it sufficient size to lead industry fee and price increases across the board. 79. Some fee increases are likely to result from US Airways raising American’s existing fees. Today, “US Airways generally charges higher bag fees than AA” for travel from the United States to international destinations. Post-merger, US Airways would likely raise American’s ancillary fees to US Airways’ higher fee levels as part of a “fee harmonization” process. US Airways’ own documents estimate that “fee harmonization” would generate an additional $280 million in revenue annually—directly harming consumers by the same amount. A US Airways presentation from earlier this year analyzing the merger identifies American’s lower bag fees as a “value lever” that US Airways “will likely manage differently with tangible financial upside.” The analysis concludes that “[i]ncreasing AA baggage fees to match US creates significant revenue impact.” US Airways also plans to institute its fees ($40 on average) for the redemption of frequent flyer tickets on American’s existing frequent fliers, who currently are not charged for mileage redemption. 80. The merger would also likely reduce the quality and variety of ancillary services offered by the legacy airlines—a side effect of consolidation anticipated and embraced by US Airways’ CEO. In a 2011 email exchange lamenting the need for US Airways to deploy wireless internet on all of its airplanes, a senior US Airways executive groused: 29 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 30 of 56 [N]ext it will be more legroom. Then industry standard labor contracts. Then better wines. Then the ability to book on Facebook. Penultimately, television commercials. Then, finally, we will pay the NYSE an exorbitant fee to change our ticker symbol [from LCC]. US Airways’ CEO responded: “Easy now. Consolidation will help stop much of the stupid stuff but inflight internet is not one of them.” 81. If the planned merger is enjoined, both American and US Airways will have to compete against two larger legacy rivals, and against each other. The four legacy airlines will not look exactly the same. As the smallest of the legacy airlines, American and US Airways will have greater incentives to grow and compete aggressively through lower ancillary fees, new services, and lower fares. D. The Merger Would Eliminate Head-to-Head Competition in Hundreds of Relevant Markets and Entrench US Airways’ Dominance at Reagan National Airport 82. American and US Airways engage in head-to-head competition with nonstop service on 17 domestic routes representing about $2 billion in annual industry-wide revenues. American and US Airways also compete directly on more than a thousand routes where one or both offer connecting service, representing billions of dollars in annual revenues. The merger’s elimination of this head-to-head competition would create strong incentives for the merged airline to reduce capacity and raise fares where they previously competed. 83. The combined firm would control 69% of the slots at Reagan National Airport, almost six times more than its closest competitor. This would eliminate head-to-head competition at the airport between American and US Airways. It would also effectively foreclose entry or expansion by other airlines that might increase competition at Reagan National. 84. The need for slots is a substantial barrier to entry at Reagan National. The FAA has occasionally provided a limited number of slots for new service. In almost all cases, however, a 30 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 31 of 56 carrier wishing to begin or expand service at Reagan National must buy or lease slots from an airline that already owns them. 85. This merger would thwart any prospect for future entry or expansion at Reagan National. US Airways, which already has 55% of the airport’s slots, does not sell or lease them because any slot that goes to another airline will almost certainly be used to compete with US Airways. The merger would only increase US Airways’ incentives to hoard its slots. Today, US Airways provides nonstop service to 71 airports from Reagan National, and it faces no nonstop competitors on 55 of those routes. After this merger, the number of US Airways routes with no nonstop competition would increase to 59, leaving, at best, only 21 routes at the entire airport with more than one nonstop competitor. Unsurprisingly, Reagan National is US Airways’ second most-profitable airport. 86. Potential entrants would likely not be able to turn to other airlines to obtain slots. When allocating their slots, airlines prioritize their most profitable routes, typically those where they have a frequent, significant pattern of service. If a carrier has a small portfolio of slots, it is likely to allocate almost all of its slots to its most profitable routes. If it has additional slots beyond what is needed to serve those routes, a carrier will then work its way down to other routes or sell or lease those slots to other airlines. Over the last several years, US Airways has purchased nearly all of the slots that might otherwise be available to interested buyers. Thus, before this planned merger, American was the only airline at Reagan National with the practical ability to sell or lease additional slots. 87. In March 2010, American and JetBlue entered into an arrangement in which JetBlue traded slots at New York’s JFK International Airport to American in exchange for American trading slots at Reagan National to JetBlue. And until American reached agreement with 31 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 32 of 56 US Airways to merge, it had been negotiating to sell those slots and ten other Reagan National slots to JetBlue. 88. JetBlue’s entry on four routes, particularly Reagan National to Boston, has generated stiff price competition. Fares on the route have dropped dramatically. US Airways estimated that after JetBlue’s entry, the last-minute fare for travel between Reagan National and Boston dropped by over $700. The combined firm will have the right to terminate the JetBlue leases and thereby eliminate, or at least diminish, JetBlue as a competitor on some or all of these routes. 89. The merger would also eliminate the potential for future head-to-head competition between US Airways and American on flights at Reagan National. In 2011, US Airways planned to start service from Reagan National to Miami and St. Louis, which would directly compete with American’s existing service. US Airways argued to the Department of Transportation that this new competition would “substantial[ly] benefit[]” consumers, and so asked DOT to approve the purchase of slots from Delta that would make the service possible. DOT ultimately approved that purchase. When it developed its plan to merge with American, however, US Airways abandoned its plans to enter those markets and deprived consumers of the “substantial benefits” it had promised. 90. By acquiring American’s slot portfolio, US Airways would eliminate existing and future head-to-head competition, and effectively block other airlines’ competitive entry or expansion. VI. ABSENCE OF COUNTERVAILING FACTORS 91. New entry, or expansion by existing competitors, is unlikely to prevent or remedy the merger’s likely anticompetitive effects. New entrants into a particular market face significant barriers to success, including difficulty in obtaining access to slots and gate facilities; the effects of corporate discount programs offered by dominant incumbents; loyalty to existing frequent 32 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 33 of 56 flyer programs; an unknown brand; and the risk of aggressive responses to new entry by the dominant incumbent carrier. In addition, entry is highly unlikely on routes where the origin or destination airport is another airline’s hub, because the new entrant would face substantial challenges attracting sufficient local passengers to support service. 92. United and Delta are unlikely to expand in the event of anticompetitive price increases or capacity reductions by the merged airline. Indeed, those carriers are likely to benefit from and participate in such conduct by coordinating with the merged firm. 93. The remaining airlines in the United States, including Southwest and JetBlue, have networks and business models that are significantly different from the legacy airlines. In particular, most do not have hub-and-spoke networks. In many relevant markets, these airlines do not offer any service at all, and in other markets, many passengers view them as a less preferred alternative to the legacy carriers. Therefore, competition from Southwest, JetBlue, or other airlines would not be sufficient to prevent the anticompetitive consequences of the merger. 94. There are not sufficient acquisition-specific and cognizable efficiencies that would be passed through to U.S. consumers to rebut the presumption that competition and consumers would likely be harmed by this merger. VII. VIOLATION ALLEGED 95. The effect of the proposed merger, if approved, likely will be to lessen competition substantially, or tend to create a monopoly, in interstate trade and commerce in the relevant markets, in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. 96. Unless enjoined, the proposed merger likely would have the following effects in the relevant markets, among others: 33 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 34 of 56 (a) actual and potential competition between US Airways and American Airlines would be eliminated; (b) competition in general among network airlines would be lessened substantially; (c) ticket prices and ancillary fees would be higher than they otherwise would; (d) industry capacity would be lower than it otherwise would; (e) service would be lessened; and (f) the availability of slots at Reagan National would be significantly impaired. VIII. REQUEST FOR RELIEF 97. Plaintiffs request: (a) that US Airways’ proposed merger with American Airlines be adjudged to violate Section 7 of the Clayton Act, 15 U.S.C. § 18; (b) that Defendants be permanently enjoined from and restrained from carrying out the planned merger of US Airways and American or any other transaction that would combine the two companies; (c) that Plaintiffs be awarded their costs of this action, including attorneys’ fees to Plaintiff States; and (d) that Plaintiffs be awarded such other relief as the Court may deem just and proper. 34 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 35 of 56 Dated this I3H1 day Of August 2013. Respectfully submitted, FOR PLAINTIFF UNITED STATES: . .C. EAR 324723) AssiSIant Atto ey General for Antitrust RENATA B. HESSE (D.C. BAR #466107) Deputy Assistant Attorney General RATRICIA A. Director of Civil Enforcement MARK W. RNA .0. BAR 359093) Dir tor}; iti ti WILLIAM H. A LIN (D.C. BAR #444924) Chief TRANSPORTATION, ENERGY AGEETURE SECTIO KATHLEEN Assistant Chief TRANSPORTATION, ENERGY AGRICULTURE SECTION A . Antitrust Division US. Department of Justice 450 Fifth Street, N.W., Suite 4100 Washington, DC 20530 Telephone: (202) 305-0128 Facsimile: (202) BOT-2734 E-mail: Ryan.Danks@usdoj .gov MICHAEL D. BILLIEL (D.C. BAR 394377) KATHERINE A. CELESTE J. RICHARD DOIDGE TRACY L. FISHER DAVID Z. GRINGER AMANDA D. KLOVERS CAROLINE E. LAISE JOHN M. (D.C. BAR 418313) WILLIAM M. MARTIN JOSEPH CHANDRA MAZUMDAR ROBERT D. YOUNG (D.C. BAR 243260) Attorneys for the United States *Attorney of Record Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 36 of 56 FOR PLAINTIFF STATE OF ARIZONA THOMAS C. HORNE Attorney General ERIC J. BISTROW Chief Deputy THOMAS CHENAL Chief, Public Advocacy Civil Rights Division DENA BENJAMIN Chief3 Consumer Protection Advocacy Section 1M BO ELL Antitrust Be ief Arizona Bar No. 0163 82 1275 West Washington Phoenix, Arizona 85007 Phone: 602?542-7728 Fax: 602-542-9088 Nancybonnell?aazageov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 37 of 56 FOR PLAINTIFF DISTRICT OF COLUMBIA IRVIN B. NATHAN Attorney General for the District of Columbia ELLEN A. EFROS Deputy Attorney General, Public Interest Division RUSHKOFF 01C. Bar $6925) Chief, Public Advocacy Section AEWM, NICHOLAS A. RUSH (D.C. Bar No. 1011001) Assistant Attorney General 441 4th Street, N.W., Suite 600 South Washington, DC 20001 Ph: 202-442-9841 Fax: 202-715-7720 nicholas.bush@dc. gov Attorneys for the District of Columbia Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 38 of 56 FOR PLAINTIFF STATE OF FLORIDA PAMELA JO BONDI Attorney General of the State of Florida PATRICIA A. Associate Deputy Attorney General Antitrust Division LIZABETH A. BRADY Chief, Multistate Antitrust Enforcement Antitrust Division CHRISTOPHER A. HUNT Assistant Attorney General Antitrust Division 9 Wk- A. BRADY Chief, Mul'tistate Antitrust Enforcement Florida Bar No. 045 7991 The Capitol Tallahassee, FL 32399-1050 Ph: 850?414?2918 Fax: 850-488-9134 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 39 of 56 FOR PLAINTIFF COMMONWEAITH OF KATHLEEN G. KANE Attorney General ADRIAN R. KING, JR. First Deputy Attorney General JAMES A. DONAHUE, Executive Deputy Attorney General Public Protection Division TRACY W. WERTZ Acting Chief Deputy Attorney General Antitrust Section JENNIFER A. THOMSON Deputy Attorney General Antitrust Segtwicn . WINK - a gift/Ht, ?me: ?-tt?w AMES A. DONAHUE, Executive Deputy Attorney Attorney General PA Bar No. 42624 Public Protection Division 14th Floor, Strawberry Square Harrisburg, PA 17120 Ph: 717?787?4530 Fax: 717-787-1190 jdonahue@attorneygeneral. gov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 40 of 56 FOR PLAINTIFF STATE OF TENNESSEE ROBERT E. COOPER, IR. Attorney General and Reporter Senior Antitrust Counsel Tennessee Bar No. 015803 500 Charlotte Avenue Nashville, TN 37202 Ph: 615-253-3327 Fax: 615-532-6951 Vic.Domen@ag.tn. gov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 41 of 56 FOR PLAINTIFF STATE OF TEXAS GREG ABBOTT Attorney General DANIEL HODGE First Assistant Attorney General JOHN B. SCOTT Deputy Attorney General for Civil Litigation JOHN T. Chief, Consumer Protection Division KIM VAN WINKLE Chief, Antitrust Section Consumer Protection Division xvi?ARK LEVY Assistant Attorney Gen Texas Bar No. 24014555 300 w. 15th Street, 7th Floor Austin, Texas 78701 Ph: 512-936-1847 Fax: 512-320?0975 gov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 42 of 56 FOR PLAINTIFF COMMONWEALTH OF VIRGINIA KENNETH T. CUCCINELLI, II Attorney General PATRICIA L. WEST Chief Deputy Attorney General WESLEY G. RUSSELL, JR. Deputy Attorney General Civil Litigation Division DAVID B. IRVIN Senior Assistant Attorney General and Chief Consumer Protection Section SARAH OXENHAM ALLEN Assistant Attorney General Consumer Protection Section Virginia Bar No. 33217 Of?ce of the Attorney General 900 East Main Street Richmond, VA 23219 Ph: (804) 786-45557 Fax: (804) 786-0122 SOAllen@oa2.state.va.us Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 43 of 56 APPENDIX A CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL x HHIs in this appendix are calculated based on publicly available airline ticket revenue data from Department of Transportation’s Airline Origin and Destination Survey (DB1B) database, available at: http://www.transtats.bts.gov/DatabaseInfo.asp?DB_ID=125&Link=0 x Routes are listed only once but include flights at all airports within the metropolitan area and in both directions. For example, the entry CITY PAIR ROUTE Charlotte, NC (CLT) - Dallas, TX (DFW) Post-Merger HHI 9319 ' HHI 4648 includes flights from Charlotte, North Carolina, to airports in and around Dallas, Texas, including both Dallas-Fort Worth International Airport (DFW) and Love Field (DAL), and it includes flights from both airports to Charlotte. Appendix - Introduction &,7< 3$,5 Charlotte, NC (CLT) - Durango, CO (DRO) Charlotte, NC (CLT) - Dallas, TX (DFW) Dallas, TX (DFW) - Philadelphia, PA (PHL) Kahului, HI (OGG) - Tampa, FL (TPA) Kapaa, HI (LIH) - St. Louis, MO (STL) Fresno, CA (FAT) - Tampa, FL (TPA) Dallas, TX (DFW) - Phoenix, AZ (PHX) Miami, FL (MIA) - Salinas, CA (MRY) Indianapolis, IN (IND) - Kahului, HI (OGG) El Paso, TX (ELP) - Fresno, CA (FAT) Columbus, OH (CMH) - Riverside, CA (PSP) Miami, FL (MIA) - Santa Barbara, CA (SBA) Kapaa, HI (LIH) - Miami, FL (MIA) El Paso, TX (ELP) - Salinas, CA (MRY) Pittsburgh, PA (PIT) - St. Croix, VI (STX) Dallas, TX (DFW) - Greensboro, NC (GSO) Hilo, HI (KOA) - Miami, FL (MIA) Hilo, HI (KOA) - St. Louis, MO (STL) Kahului, HI (OGG) - St. Louis, MO (STL) Dallas, TX (DFW) - Virginia Beach, VA (ORF) Greensboro, NC (GSO) - St. Croix, VI (STX) Salinas, CA (MRY) - St. Louis, MO (STL) El Paso, TX (ELP) - Kapaa, HI (LIH) Charlotte, NC (CLT) - Riverside, CA (PSP) Charlotte, NC (CLT) - Fresno, CA (FAT) Fresno, CA (FAT) - Milwaukee, WI (MKE) St. Thomas, VI (STT) - Washington, DC (WAS) Riverside, CA (PSP) - St. Louis, MO (STL) Dallas, TX (DFW) - Richmond, VA (RIC) Austin, TX (AUS) - Santa Barbara, CA (SBA) Charleston, WV (CRW) - New York, NY (NYC) Kahului, HI (OGG) - Omaha, NE (OMA) Austin, TX (AUS) - Salinas, CA (MRY) Charlotte, NC (CLT) - Kahului, HI (OGG) Austin, TX (AUS) - Kapaa, HI (LIH) Riverside, CA (PSP) - Tampa, FL (TPA) Milwaukee, WI (MKE) - Riverside, CA (PSP) Chicago, IL (CHI) - Charlottesville, VA (CHO) Fresno, CA (FAT) - Miami, FL (MIA) Dallas, TX (DFW) - Salinas, CA (MRY) Pittsburgh, PA (PIT) - Riverside, CA (PSP) El Paso, TX (ELP) - Honolulu, HI (HNL) 3RVW 0HUJHU ++, ' ++, 10000 4742 9319 4648 9067 4491 9040 4478 8930 4448 8659 4259 8920 4205 9540 4079 8174 4006 8320 3866 7704 3703 8042 3634 8439 3619 8415 3612 10000 3600 8117 3559 7329 3528 7785 3418 8888 3331 7780 3316 10000 3299 6982 3277 9185 3206 8016 3185 7903 3165 7185 3164 6528 3137 6753 3085 8339 3085 6499 3068 6407 3034 6897 3033 6547 3027 10000 3022 6499 3006 6968 2985 6319 2966 8865 2949 9061 2948 7448 2938 6446 2932 8116 2923 &,7< 3$,5 Fresno, CA (FAT) - Indianapolis, IN (IND) Dallas, TX (DFW) - Fresno, CA (FAT) Fresno, CA (FAT) - San Antonio, TX (SAT) Dallas, TX (DFW) - Kapaa, HI (LIH) Raleigh, NC (RDU) - St. Thomas, VI (STT) Phoenix, AZ (PHX) - St. Thomas, VI (STT) Austin, TX (AUS) - Riverside, CA (PSP) El Paso, TX (ELP) - Kahului, HI (OGG) Columbus, OH (CMH) - Fresno, CA (FAT) Austin, TX (AUS) - Fresno, CA (FAT) Kansas City, MO (MCI) - Kahului, HI (OGG) Dallas, TX (DFW) - Riverside, CA (ONT) Des Moines, IA (DSM) - Kahului, HI (OGG) Milwaukee, WI (MKE) - Kahului, HI (OGG) Kapaa, HI (LIH) - Tucson, AZ (TUS) Charlotte, NC (CLT) - Reno, NV (RNO) Dallas, TX (DFW) - Hilo, HI (KOA) Detroit, MI (DTW) - Fresno, CA (FAT) Santa Barbara, CA (SBA) - St. Louis, MO (STL) Columbus, OH (CMH) - St. Croix, VI (STX) Albuquerque, NM (ABQ) - Salinas, CA (MRY) El Paso, TX (ELP) - Hilo, HI (KOA) Atlanta, GA (ATL) - Fresno, CA (FAT) Charlotte, NC (CLT) - Tucson, AZ (TUS) Charlotte, NC (CLT) - Riverside, CA (ONT) Fresno, CA (FAT) - Pittsburgh, PA (PIT) Detroit, MI (DTW) - Riverside, CA (PSP) Albuquerque, NM (ABQ) - Kapaa, HI (LIH) Charlotte, NC (CLT) - Grand Junction, CO (GJT) Kansas City, MO (MCI) - Riverside, CA (PSP) Albuquerque, NM (ABQ) - Santa Barbara, CA (SBA) Hilo, HI (KOA) - Orlando, FL (MCO) Philadelphia, PA (PHL) - St. Thomas, VI (STT) Hartford, CT (BDL) - St. Thomas, VI (STT) Charlottesville, VA (CHO) - St. Louis, MO (STL) Dallas, TX (DFW) - Riverside, CA (PSP) Miami, FL (MIA) - Riverside, CA (PSP) Denver, CO (DEN) - St. Thomas, VI (STT) Minneapolis, MN (MSP) - St. Croix, VI (STX) Miami, FL (MIA) - Kahului, HI (OGG) Columbus, OH (CMH) - Kahului, HI (OGG) Dallas, TX (DFW) - Raleigh, NC (RDU) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 1 3RVW 0HUJHU ++, ' ++, 6099 2905 8312 2899 6197 2895 7991 2892 6493 2845 6178 2843 6428 2839 6861 2808 6320 2801 7074 2795 6274 2772 8978 2770 6793 2753 6867 2717 6680 2700 6887 2672 6671 2664 6057 2662 5691 2656 8177 2621 6759 2575 9515 2574 5717 2571 5647 2567 5750 2503 6024 2501 5443 2491 6473 2484 6077 2475 5473 2455 6410 2455 5588 2454 7040 2449 5373 2444 6691 2438 8959 2428 7592 2423 5838 2407 5878 2402 7973 2388 7136 2383 7871 2354 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 44 of 56 &,7< 3$,5 Indianapolis, IN (IND) - St. Croix, VI (STX) Chicago, IL (CHI) - St. Thomas, VI (STT) Riverside, CA (PSP) - San Antonio, TX (SAT) Albuquerque, NM (ABQ) - Fresno, CA (FAT) Greensboro, NC (GSO) - Miami, FL (MIA) Charlotte, NC (CLT) - Key West, FL (EYW) Charlotte, NC (CLT) - Los Angeles, CA (SNA) Albuquerque, NM (ABQ) - Hilo, HI (KOA) Dallas, TX (DFW) - Pittsburgh, PA (PIT) Albuquerque, NM (ABQ) - Honolulu, HI (HNL) Salinas, CA (MRY) - Tucson, AZ (TUS) Indianapolis, IN (IND) - Riverside, CA (PSP) Fresno, CA (FAT) - St. Louis, MO (STL) Dallas, TX (DFW) - New York, NY (HPN) Hartford, CT (BDL) - Dallas, TX (DFW) Philadelphia, PA (PHL) - Riverside, CA (PSP) Miami, FL (MIA) - Phoenix, AZ (PHX) Atlanta, GA (ATL) - Riverside, CA (PSP) Columbia, SC (CAE) - Dallas, TX (DFW) Houston, TX (HOU) - San Juan, PR (SJU) Raleigh, NC (RDU) - San Juan, PR (SJU) Philadelphia, PA (PHL) - Tucson, AZ (TUS) Phoenix, AZ (PHX) - San Juan, PR (SJU) Chicago, IL (CHI) - Charlotte, NC (CLT) Detroit, MI (DTW) - St. Croix, VI (STX) Chattanooga, TN (CHA) - Chicago, IL (CHI) Charleston, SC (CHS) - Miami, FL (MIA) Boston, MA (BOS) - St. Thomas, VI (STT) Dallas, TX (DFW) - Reno, NV (RNO) Austin, TX (AUS) - Hilo, HI (KOA) Santa Barbara, CA (SBA) - Tucson, AZ (TUS) Boston, MA (BOS) - Key West, FL (EYW) Virginia Beach, VA (ORF) - St. Thomas, VI (STT) San Juan, PR (SJU) - Sacramento, CA (SMF) Boston, MA (BOS) - Riverside, CA (PSP) Kapaa, HI (LIH) - Orlando, FL (MCO) Greensboro, NC (GSO) - St. Thomas, VI (STT) Dallas, TX (DFW) - Savannah, GA (SAV) Hartford, CT (BDL) - Key West, FL (EYW) Dallas, TX (DFW) - Santa Barbara, CA (SBA) Kahului, HI (OGG) - San Antonio, TX (SAT) Las Vegas, NV (LAS) - San Juan, PR (SJU) 3RVW 0HUJHU ++, ' ++, 8140 2349 5759 2333 5514 2313 5708 2305 5699 2278 5573 2268 5196 2265 7026 2237 8361 2227 5692 2227 7706 2199 5055 2198 5756 2185 5037 2168 8299 2144 6764 2137 5006 2126 5169 2119 7648 2113 5695 2112 4765 2109 4757 2098 4755 2075 6008 2061 8834 2039 6818 2039 5380 2037 4871 2021 8619 2009 5363 2008 7273 2004 6327 1984 5239 1968 4709 1950 4922 1947 5457 1946 5466 1944 7094 1936 4983 1931 6048 1909 5275 1901 4883 1885 &,7< 3$,5 Nashville, TN (BNA) - St. Thomas, VI (STT) Dallas, TX (DFW) - Sacramento, CA (SMF) Charlotte, NC (CLT) - Honolulu, HI (HNL) Charleston, SC (CHS) - St. Thomas, VI (STT) Orlando, FL (MCO) - Kahului, HI (OGG) Fresno, CA (FAT) - Philadelphia, PA (PHL) Cincinnati, OH (CIN) - St. Croix, VI (STX) Charlotte, NC (CLT) - San Jose, CA (SJC) El Paso, TX (ELP) - Santa Barbara, CA (SBA) Chicago, IL (CHI) - Wilmington, NC (ILM) Kahului, HI (OGG) - Pittsburgh, PA (PIT) Omaha, NE (OMA) - Riverside, CA (PSP) Miami, FL (MIA) - Virginia Beach, VA (ORF) Austin, TX (AUS) - Kahului, HI (OGG) Anchorage, AK (ANC) - El Paso, TX (ELP) Boston, MA (BOS) - Tucson, AZ (TUS) Houston, TX (HOU) - St. Thomas, VI (STT) Dallas, TX (DFW) - Greenville, SC (GSP) Fresno, CA (FAT) - Orlando, FL (MCO) San Juan, PR (SJU) - Washington, DC (WAS) Kahului, HI (OGG) - Tucson, AZ (TUS) Boston, MA (BOS) - Fresno, CA (FAT) Fresno, CA (FAT) - Minneapolis, MN (MSP) Charlottesville, VA (CHO) - Fayetteville, AR (XNA) Key West, FL (EYW) - Philadelphia, PA (PHL) Austin, TX (AUS) - Charlotte, NC (CLT) Austin, TX (AUS) - Tucson, AZ (TUS) San Diego, CA (SAN) - San Juan, PR (SJU) Charlottesville, VA (CHO) - Minneapolis, MN (MSP) Fresno, CA (FAT) - Tucson, AZ (TUS) Las Vegas, NV (LAS) - St. Thomas, VI (STT) Charlotte, NC (CLT) - Miami, FL (MIA) Chicago, IL (CHI) - Riverside, CA (PSP) Miami, FL (MIA) - Philadelphia, PA (PHL) San Juan, PR (SJU) - St. Louis, MO (STL) San Antonio, TX (SAT) - Tucson, AZ (TUS) Dallas, TX (DFW) - Knoxville, TN (TYS) Greensboro, NC (GSO) - San Juan, PR (SJU) Orlando, FL (MCO) - Riverside, CA (PSP) Buffalo, NY (BUF) - Fayetteville, AR (XNA) Hartford, CT (BDL) - San Juan, PR (SJU) Dallas, TX (DFW) - San Jose, CA (SJC) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 2 3RVW 0HUJHU ++, ' ++, 5903 1877 7451 1855 5637 1845 5230 1844 4514 1834 5844 1831 8601 1831 5038 1815 8179 1805 6957 1801 5506 1800 4635 1799 4349 1798 5961 1791 7220 1789 5168 1780 7185 1771 6372 1759 5123 1750 4022 1739 5099 1728 5173 1713 4959 1705 5258 1702 4530 1697 5600 1693 5300 1687 4198 1678 4883 1669 7380 1667 7530 1665 7085 1645 7120 1638 5692 1619 4512 1599 4923 1597 7794 1590 4835 1574 4336 1571 4703 1555 4699 1547 9396 1546 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 45 of 56 &,7< 3$,5 Syracuse, NY (SYR) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - San Antonio, TX (SAT) St. Louis, MO (STL) - St. Thomas, VI (STT) Albuquerque, NM (ABQ) - Charlotte, NC (CLT) Honolulu, HI (HNL) - Omaha, NE (OMA) Charlotte, NC (CLT) - San Antonio, TX (SAT) Virginia Beach, VA (ORF) - San Juan, PR (SJU) Miami, FL (MIA) - Reno, NV (RNO) Chattanooga, TN (CHA) - Dallas, TX (DFW) Orlando, FL (MCO) - Salinas, CA (MRY) Dallas, TX (DFW) - San Juan, PR (SJU) New York, NY (HPN) - Phoenix, AZ (PHX) Boston, MA (BOS) - San Juan, PR (SJU) Charlottesville, VA (CHO) - Dallas, TX (DFW) Richmond, VA (RIC) - St. Thomas, VI (STT) Little Rock, AR (LIT) - Syracuse, NY (SYR) Savannah, GA (SAV) - St. Croix, VI (STX) Seattle, WA (SEA) - San Juan, PR (SJU) Charleston, SC (CHS) - Dallas, TX (DFW) Cleveland, OH (CLE) - St. Croix, VI (STX) Chicago, IL (CHI) - Huntsville, AL (HSV) Cleveland, OH (CLE) - St. Thomas, VI (STT) Minneapolis, MN (MSP) - Kahului, HI (OGG) New Orleans, LA (MSY) - St. Thomas, VI (STT) Durango, CO (DRO) - Miami, FL (MIA) Minneapolis, MN (MSP) - St. Thomas, VI (STT) Dallas, TX (DFW) - Syracuse, NY (SYR) Charlottesville, VA (CHO) - Des Moines, IA (DSM) Denver, CO (DEN) - San Juan, PR (SJU) Honolulu, HI (HNL) - Tucson, AZ (TUS) Philadelphia, PA (PHL) - Fayetteville, AR (XNA) Des Moines, IA (DSM) - Honolulu, HI (HNL) Des Moines, IA (DSM) - Reno, NV (RNO) Philadelphia, PA (PHL) - St. Croix, VI (STX) Honolulu, HI (HNL) - Indianapolis, IN (IND) Boston, MA (BOS) - Fayetteville, AR (XNA) Dallas, TX (DFW) - San Diego, CA (SAN) Albuquerque, NM (ABQ) - Kahului, HI (OGG) Charlottesville, VA (CHO) - Phoenix, AZ (PHX) Charlotte, NC (CLT) - El Paso, TX (ELP) Des Moines, IA (DSM) - Fresno, CA (FAT) Dallas, TX (DFW) - Jacksonville, FL (JAX) 3RVW 0HUJHU ++, ' ++, 4609 1545 4711 1541 6580 1541 4986 1540 4545 1531 5158 1519 5474 1517 4566 1502 6622 1495 5045 1492 3842 1491 4437 1484 3631 1479 4745 1476 5002 1466 4209 1462 5215 1462 3824 1462 5315 1457 7993 1449 4974 1446 4286 1431 4426 1430 5276 1418 5283 1417 4701 1410 4010 1409 5161 1397 3816 1381 4340 1380 4537 1377 4983 1371 4282 1350 9330 1331 3926 1328 4474 1327 6896 1323 5134 1322 6867 1319 5268 1317 5037 1311 7090 1309 &,7< 3$,5 Riverside, CA (PSP) - Washington, DC (WAS) Des Moines, IA (DSM) - Tucson, AZ (TUS) Fresno, CA (FAT) - Omaha, NE (OMA) New York, NY (NYC) - Riverside, CA (PSP) St. Louis, MO (STL) - Tucson, AZ (TUS) Nashville, TN (BNA) - San Juan, PR (SJU) Austin, TX (AUS) - Honolulu, HI (HNL) Dallas, TX (DFW) - Huntsville, AL (HSV) Key West, FL (EYW) - Raleigh, NC (RDU) Charlottesville, VA (CHO) - Omaha, NE (OMA) Chattanooga, TN (CHA) - San Francisco, CA (SFO) Columbus, OH (CMH) - Honolulu, HI (HNL) Des Moines, IA (DSM) - Riverside, CA (PSP) Philadelphia, PA (PHL) - San Jose, CA (SJC) Boston, MA (BOS) - Kapaa, HI (LIH) Cincinnati, OH (CIN) - Dallas, TX (DFW) Miami, FL (MIA) - Louisville, KY (SDF) Kahului, HI (OGG) - Philadelphia, PA (PHL) St. Thomas, VI (STT) - Tallahassee, FL (TLH) Raleigh, NC (RDU) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - Milwaukee, WI (MKE) Washington, DC (WAS) - Fayetteville, AR (XNA) Fresno, CA (FAT) - Kansas City, MO (MCI) Des Moines, IA (DSM) - Riverside, CA (ONT) Indianapolis, IN (IND) - St. Thomas, VI (STT) Dallas, TX (DFW) - Cape Coral, FL (RSW) Boston, MA (BOS) - Santa Barbara, CA (SBA) Cleveland, OH (CLE) - San Juan, PR (SJU) Dallas, TX (DFW) - Tallahassee, FL (TLH) Charlotte, NC (CLT) - New York, NY (NYC) New York, NY (NYC) - San Juan, PR (SJU) Columbus, OH (CMH) - St. Thomas, VI (STT) New York, NY (HPN) - Louisville, KY (SDF) Hilo, HI (KOA) - Tucson, AZ (TUS) Dallas, TX (DFW) - Honolulu, HI (HNL) Los Angeles, CA (LAX) - St. Thomas, VI (STT) Dallas, TX (DFW) - Harrisburg, PA (MDT) Chicago, IL (CHI) - Phoenix, AZ (PHX) Dallas, TX (DFW) - Lexington, KY (LEX) Tampa, FL (TPA) - Tucson, AZ (TUS) El Paso, TX (ELP) - Minneapolis, MN (MSP) Chicago, IL (CHI) - Philadelphia, PA (PHL) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 3 3RVW 0HUJHU ++, ' ++, 4360 1300 4786 1292 3874 1292 4283 1278 4306 1273 4957 1262 4531 1259 8308 1249 4746 1247 5087 1237 5000 1225 3984 1225 4797 1223 3728 1215 5009 1210 6239 1205 3821 1203 5157 1199 5006 1192 4878 1190 4656 1187 4195 1185 3980 1184 4661 1179 4761 1179 7914 1179 5013 1174 3567 1156 5578 1152 5408 1150 3573 1148 4530 1146 4898 1145 4981 1138 6180 1137 7828 1136 3722 1134 3868 1133 7635 1133 3663 1128 5393 1121 3779 1116 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 46 of 56 &,7< 3$,5 Detroit, MI (DTW) - Kahului, HI (OGG) Dallas, TX (DFW) - Tucson, AZ (TUS) Dallas, TX (DFW) - Washington, DC (WAS) Orlando, FL (MCO) - Santa Barbara, CA (SBA) Pittsburgh, PA (PIT) - St. Thomas, VI (STT) Miami, FL (MIA) - Washington, DC (WAS) Boston, MA (BOS) - Reno, NV (RNO) Miami, FL (MIA) - Fayetteville, AR (XNA) Tampa, FL (TPA) - Fayetteville, AR (XNA) Chicago, IL (CHI) - Kapaa, HI (LIH) Houston, TX (HOU) - Riverside, CA (PSP) New York, NY (NYC) - Fayetteville, AR (XNA) Charlottesville, VA (CHO) - Seattle, WA (SEA) Chicago, IL (CHI) - Hilo, HI (KOA) Minneapolis, MN (MSP) - San Juan, PR (SJU) Cape Coral, FL (RSW) - Fayetteville, AR (XNA) Chicago, IL (CHI) - San Juan, PR (SJU) Orlando, FL (MCO) - Tucson, AZ (TUS) Dallas, TX (DFW) - Los Angeles, CA (SNA) Charlottesville, VA (CHO) - San Diego, CA (SAN) Cleveland, OH (CLE) - Dallas, TX (DFW) Dallas, TX (DFW) - St. Thomas, VI (STT) Virginia Beach, VA (ORF) - Fayetteville, AR (XNA) Orlando, FL (MCO) - Fayetteville, AR (XNA) Fresno, CA (FAT) - New York, NY (NYC) Santa Barbara, CA (SBA) - Salt Lake City, UT (SLC) Austin, TX (AUS) - Columbia, SC (CAE) Fresno, CA (FAT) - Washington, DC (WAS) Fresno, CA (FAT) - Houston, TX (HOU) Detroit, MI (DTW) - Tucson, AZ (TUS) Philadelphia, PA (PHL) - Los Angeles, CA (SNA) Phoenix, AZ (PHX) - Richmond, VA (RIC) Dallas, TX (DFW) - Kahului, HI (OGG) Dallas, TX (DFW) - Miami, FL (PBI) Indianapolis, IN (IND) - Tucson, AZ (TUS) Los Angeles, CA (LAX) - San Juan, PR (SJU) San Francisco, CA (SFO) - San Juan, PR (SJU) Durango, CO (DRO) - San Antonio, TX (SAT) San Juan, PR (SJU) - Fayetteville, AR (XNA) San Francisco, CA (SFO) - St. Thomas, VI (STT) Charlotte, NC (CLT) - Los Angeles, CA (LAX) Riverside, CA (ONT) - Tampa, FL (TPA) 3RVW 0HUJHU ++, ' ++, 4623 1115 8367 1113 7111 1111 4729 1110 6199 1105 3350 1099 3228 1097 5213 1089 4809 1089 4812 1089 4827 1087 4238 1074 3998 1073 4704 1072 3776 1067 4835 1066 2806 1059 3508 1059 9283 1058 3640 1055 4494 1054 6531 1050 4322 1049 4751 1047 4255 1046 4720 1043 4351 1043 4112 1038 4575 1036 3293 1027 3113 1021 3462 1018 7965 1014 8074 1013 3763 1013 4164 1012 3252 1009 5052 1007 4985 1000 4846 995 5457 993 3341 992 &,7< 3$,5 Boston, MA (BOS) - Little Rock, AR (LIT) Key West, FL (EYW) - Phoenix, AZ (PHX) Chicago, IL (CHI) - El Paso, TX (ELP) New York, NY (HPN) - San Diego, CA (SAN) New York, NY (NYC) - Tucson, AZ (TUS) Knoxville, TN (TYS) - Fayetteville, AR (XNA) Charlotte, NC (CLT) - San Diego, CA (SAN) Harrisburg, PA (MDT) - St. Louis, MO (STL) Louisville, KY (SDF) - San Juan, PR (SJU) New York, NY (NYC) - Riverside, CA (ONT) New York, NY (NYC) - St. Thomas, VI (STT) Chicago, IL (CHI) - Miami, FL (PBI) Boston, MA (BOS) - Riverside, CA (ONT) Honolulu, HI (HNL) - Philadelphia, PA (PHL) Nashville, TN (BNA) - New York, NY (NYC) Pittsburgh, PA (PIT) - Fayetteville, AR (XNA) Riverside, CA (ONT) - San Antonio, TX (SAT) Charleston, SC (CHS) - San Juan, PR (SJU) Dallas, TX (DFW) - Rochester, NY (ROC) Chicago, IL (CHI) - Fresno, CA (FAT) Honolulu, HI (HNL) - St. Louis, MO (STL) Boston, MA (BOS) - Dallas, TX (DFW) Atlanta, GA (ATL) - Grand Junction, CO (GJT) Kansas City, MO (MCI) - Tucson, AZ (TUS) St. Louis, MO (STL) - Syracuse, NY (SYR) Birmingham, AL (BHM) - St. Thomas, VI (STT) Huntsville, AL (HSV) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Kansas City, MO (MCI) Detroit, MI (DTW) - St. Thomas, VI (STT) Grand Junction, CO (GJT) - Philadelphia, PA (PHL) Chicago, IL (CHI) - Santa Barbara, CA (SBA) Richmond, VA (RIC) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - Kansas City, MO (MCI) Detroit, MI (DTW) - El Paso, TX (ELP) New York, NY (NYC) - Santa Barbara, CA (SBA) New York, NY (HPN) - Fayetteville, AR (XNA) Miami, FL (MIA) - San Juan, PR (SJU) Harrisburg, PA (MDT) - Fayetteville, AR (XNA) Columbus, OH (CMH) - Los Angeles, CA (SNA) Austin, TX (AUS) - Greensboro, NC (GSO) Montgomery, AL (MGM) - Fayetteville, AR (XNA) Montgomery, AL (MGM) - Phoenix, AZ (PHX) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 4 3RVW 0HUJHU ++, ' ++, 3387 969 5114 968 5089 966 3559 965 3967 963 4759 958 5509 956 3526 954 4899 951 3084 950 3873 947 6542 929 3066 928 3978 925 3518 923 4235 917 4014 914 5048 912 3776 910 4549 908 4515 907 5624 900 3588 893 3780 890 3539 890 5001 889 3944 885 5451 883 3512 879 4499 878 4819 878 4157 873 3287 869 4561 864 4872 863 4657 863 3750 862 4567 860 3066 855 4490 852 5064 848 5152 846 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 47 of 56 &,7< 3$,5 Tucson, AZ (TUS) - Washington, DC (WAS) El Paso, TX (ELP) - Philadelphia, PA (PHL) Austin, TX (AUS) - Los Angeles, CA (SNA) Phoenix, AZ (PHX) - Knoxville, TN (TYS) New York, NY (HPN) - St. Louis, MO (STL) Miami, FL (MIA) - Riverside, CA (ONT) Little Rock, AR (LIT) - Philadelphia, PA (PHL) Dallas, TX (DFW) - Grand Junction, CO (GJT) Birmingham, AL (BHM) - St. Croix, VI (STX) Lexington, KY (LEX) - Phoenix, AZ (PHX) Los Angeles, CA (LAX) - St. Louis, MO (STL) Charlotte, NC (CLT) - Fayetteville, AR (XNA) Las Vegas, NV (LAS) - Santa Barbara, CA (SBA) Miami, FL (MIA) - Raleigh, NC (RDU) Little Rock, AR (LIT) - Miami, FL (MIA) Orlando, FL (MCO) - Riverside, CA (ONT) Cape Coral, FL (RSW) - St. Thomas, VI (STT) New Orleans, LA (MSY) - San Juan, PR (SJU) Little Rock, AR (LIT) - Rochester, NY (ROC) Kapaa, HI (LIH) - Washington, DC (WAS) Louisville, KY (SDF) - St. Thomas, VI (STT) Detroit, MI (DTW) - San Juan, PR (SJU) Columbus, OH (CMH) - Tucson, AZ (TUS) Des Moines, IA (DSM) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Denver, CO (DEN) Boston, MA (BOS) - Gainesville, FL (GNV) Charlottesville, VA (CHO) - Los Angeles, CA (LAX) Austin, TX (AUS) - Philadelphia, PA (PHL) Austin, TX (AUS) - Richmond, VA (RIC) Pittsburgh, PA (PIT) - Tucson, AZ (TUS) Hartford, CT (BDL) - Fayetteville, AR (XNA) Dallas, TX (DFW) - Portland, OR (PDX) Charlottesville, VA (CHO) - Milwaukee, WI (MKE) Kahului, HI (OGG) - Washington, DC (WAS) Philadelphia, PA (PHL) - San Antonio, TX (SAT) Dallas, TX (DFW) - New York, NY (NYC) Greensboro, NC (GSO) - San Antonio, TX (SAT) Columbus, OH (CMH) - Los Angeles, CA (LAX) Little Rock, AR (LIT) - Harrisburg, PA (MDT) Seattle, WA (SEA) - St. Thomas, VI (STT) San Antonio, TX (SAT) - Los Angeles, CA (SNA) Denver, CO (DEN) - Kapaa, HI (LIH) 3RVW 0HUJHU ++, ' ++, 4247 845 3902 843 3439 843 3700 838 3322 838 3305 837 3482 832 7233 823 10000 821 4181 819 4812 816 5930 816 5004 814 3423 814 3847 807 2953 805 5127 801 5674 799 3500 799 4887 796 4886 795 3117 791 3397 785 5219 784 4302 784 5346 783 3900 782 2837 777 3835 776 3255 773 4199 772 4837 770 5375 764 4700 761 2842 755 5211 754 4719 751 2923 750 4050 750 4204 748 3570 748 4845 747 &,7< 3$,5 Dallas, TX (DFW) - Montgomery, AL (MGM) Omaha, NE (OMA) - Tucson, AZ (TUS) Los Angeles, CA (LAX) - Raleigh, NC (RDU) Birmingham, AL (BHM) - Miami, FL (MIA) Honolulu, HI (HNL) - Pittsburgh, PA (PIT) Little Rock, AR (LIT) - New York, NY (NYC) El Paso, TX (ELP) - Seattle, WA (SEA) Atlanta, GA (ATL) - San Juan, PR (SJU) Honolulu, HI (HNL) - Miami, FL (MIA) Honolulu, HI (HNL) - Tampa, FL (TPA) Gainesville, FL (GNV) - San Juan, PR (SJU) New York, NY (HPN) - Indianapolis, IN (IND) Des Moines, IA (DSM) - San Jose, CA (SJC) Chicago, IL (CHI) - Tucson, AZ (TUS) Chattanooga, TN (CHA) - Phoenix, AZ (PHX) Columbia, SC (CAE) - Fayetteville, AR (XNA) Detroit, MI (DTW) - Grand Junction, CO (GJT) Chattanooga, TN (CHA) - Los Angeles, CA (LAX) Buffalo, NY (BUF) - Dallas, TX (DFW) Chicago, IL (CHI) - Syracuse, NY (SYR) Charlotte, NC (CLT) - Sacramento, CA (SMF) Rochester, NY (ROC) - Fayetteville, AR (XNA) Detroit, MI (DTW) - Riverside, CA (ONT) Philadelphia, PA (PHL) - San Diego, CA (SAN) Miami, FL (MIA) - Tucson, AZ (TUS) Little Rock, AR (LIT) - Raleigh, NC (RDU) Raleigh, NC (RDU) - Washington, DC (WAS) San Jose, CA (SJC) - St. Louis, MO (STL) Pittsburgh, PA (PIT) - Los Angeles, CA (SNA) Hartford, CT (BDL) - Phoenix, AZ (PHX) Miami, FL (PBI) - San Francisco, CA (SFO) Durango, CO (DRO) - Tampa, FL (TPA) Boston, MA (BOS) - Kahului, HI (OGG) Miami, FL (MIA) - San Diego, CA (SAN) Richmond, VA (RIC) - St. Louis, MO (STL) Columbus, OH (CMH) - Dallas, TX (DFW) Nashville, TN (BNA) - St. Croix, VI (STX) Phoenix, AZ (PHX) - Cape Coral, FL (RSW) New York, NY (HPN) - Seattle, WA (SEA) Columbus, OH (CMH) - New York, NY (NYC) Reno, NV (RNO) - Tampa, FL (TPA) Savannah, GA (SAV) - Fayetteville, AR (XNA) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 5 3RVW 0HUJHU ++, ' ++, 8376 746 3272 736 2808 734 3583 732 4474 729 3025 728 4387 728 4243 726 4481 726 3403 725 6576 724 3744 723 3651 718 4795 718 5224 718 5277 716 3495 714 5159 711 3590 708 4584 707 3665 706 4513 705 2905 699 4569 698 4278 696 3707 693 3411 690 3553 689 2862 687 3045 687 3238 684 5017 682 4044 682 2993 682 2976 681 7529 677 9444 671 2711 670 3511 668 3137 666 3854 663 4952 659 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 48 of 56 &,7< 3$,5 Little Rock, AR (LIT) - Pittsburgh, PA (PIT) Key West, FL (EYW) - Washington, DC (WAS) Columbia, SC (CAE) - Los Angeles, CA (LAX) New York, NY (NYC) - Reno, NV (RNO) Los Angeles, CA (SNA) - Tampa, FL (TPA) Albuquerque, NM (ABQ) - Philadelphia, PA (PHL) New York, NY (HPN) - Las Vegas, NV (LAS) San Juan, PR (SJU) - Tallahassee, FL (TLH) Cincinnati, OH (CIN) - St. Thomas, VI (STT) Dallas, TX (DFW) - Indianapolis, IN (IND) Des Moines, IA (DSM) - Philadelphia, PA (PHL) Houston, TX (HOU) - Kahului, HI (OGG) Richmond, VA (RIC) - San Francisco, CA (SFO) Boston, MA (BOS) - Salinas, CA (MRY) Chicago, IL (CHI) - Richmond, VA (RIC) Atlanta, GA (ATL) - Kahului, HI (OGG) Detroit, MI (DTW) - Key West, FL (EYW) Orlando, FL (MCO) - San Jose, CA (SJC) Gainesville, FL (GNV) - Los Angeles, CA (LAX) Chicago, IL (CHI) - San Jose, CA (SJC) Huntsville, AL (HSV) - Syracuse, NY (SYR) Columbus, OH (CMH) - San Jose, CA (SJC) Cincinnati, OH (CIN) - New York, NY (HPN) Miami, FL (PBI) - Phoenix, AZ (PHX) Boston, MA (BOS) - Lexington, KY (LEX) San Juan, PR (SJU) - Knoxville, TN (TYS) Jacksonville, FL (JAX) - Fayetteville, AR (XNA) Pensacola, FL (PNS) - Fayetteville, AR (XNA) Riverside, CA (ONT) - Philadelphia, PA (PHL) Chattanooga, TN (CHA) - Denver, CO (DEN) Kansas City, MO (MCI) - San Juan, PR (SJU) Los Angeles, CA (SNA) - St. Louis, MO (STL) Columbia, SC (CAE) - San Antonio, TX (SAT) Boston, MA (BOS) - Los Angeles, CA (SNA) Charlottesville, VA (CHO) - San Francisco, CA (SFO) Indianapolis, IN (IND) - San Juan, PR (SJU) Riverside, CA (ONT) - Washington, DC (WAS) Chicago, IL (CHI) - Harrisburg, PA (MDT) Milwaukee, WI (MKE) - Tucson, AZ (TUS) Chicago, IL (CHI) - Kahului, HI (OGG) New York, NY (HPN) - Little Rock, AR (LIT) Detroit, MI (DTW) - Los Angeles, CA (SNA) 3RVW 0HUJHU ++, ' ++, 3419 659 3829 657 3605 657 2886 656 2872 655 3204 655 2975 655 5177 651 4816 649 7180 647 3270 645 5285 645 3125 645 5303 644 4227 644 4665 643 5219 641 2754 640 5109 639 4974 639 4545 636 3066 635 4686 634 3204 633 4454 630 4579 628 5211 624 4492 622 3569 620 5343 614 3085 612 3356 609 4511 606 3047 606 4599 605 3250 605 2910 604 4921 602 2533 602 4523 602 4494 601 2798 601 &,7< 3$,5 Hartford, CT (BDL) - Little Rock, AR (LIT) Columbus, OH (CMH) - Miami, FL (MIA) New York, NY (HPN) - Minneapolis, MN (MSP) Columbus, OH (CMH) - San Juan, PR (SJU) Dallas, TX (DFW) - Tampa, FL (TPA) Chicago, IL (CHI) - Salinas, CA (MRY) Key West, FL (EYW) - San Francisco, CA (SFO) New York, NY (HPN) - Knoxville, TN (TYS) Detroit, MI (DTW) - Fayetteville, AR (XNA) Chattanooga, TN (CHA) - St. Louis, MO (STL) Philadelphia, PA (PHL) - Reno, NV (RNO) Kansas City, MO (MCI) - Knoxville, TN (TYS) Des Moines, IA (DSM) - Miami, FL (PBI) Charlotte, NC (CLT) - San Francisco, CA (SFO) Boston, MA (BOS) - Louisville, KY (SDF) Chicago, IL (CHI) - Knoxville, TN (TYS) Miami, FL (MIA) - San Jose, CA (SJC) Atlanta, GA (ATL) - San Jose, CA (SJC) Des Moines, IA (DSM) - Wilmington, NC (ILM) Lexington, KY (LEX) - Kansas City, MO (MCI) Nashville, TN (BNA) - Rochester, NY (ROC) Miami, FL (PBI) - Fayetteville, AR (XNA) Hilo, HI (KOA) - New York, NY (NYC) Nashville, TN (BNA) - New York, NY (HPN) St. Thomas, VI (STT) - Knoxville, TN (TYS) Jacksonville, FL (JAX) - Phoenix, AZ (PHX) Minneapolis, MN (MSP) - Riverside, CA (ONT) Cape Coral, FL (RSW) - San Francisco, CA (SFO) Charlotte, NC (CLT) - Phoenix, AZ (PHX) Pittsburgh, PA (PIT) - San Jose, CA (SJC) Columbus, OH (CMH) - New York, NY (HPN) Detroit, MI (DTW) - Reno, NV (RNO) Charleston, SC (CHS) - Key West, FL (EYW) San Antonio, TX (SAT) - Savannah, GA (SAV) Chattanooga, TN (CHA) - Seattle, WA (SEA) Austin, TX (AUS) - Riverside, CA (ONT) Los Angeles, CA (LAX) - Richmond, VA (RIC) Salinas, CA (MRY) - New York, NY (NYC) San Antonio, TX (SAT) - Knoxville, TN (TYS) San Antonio, TX (SAT) - San Jose, CA (SJC) Des Moines, IA (DSM) - Knoxville, TN (TYS) New York, NY (HPN) - Los Angeles, CA (LAX) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 6 3RVW 0HUJHU ++, ' ++, 3258 599 3161 596 3448 596 3131 594 6997 592 5356 591 6164 591 4688 589 5095 588 5385 587 3257 586 4543 580 5020 580 6547 580 3335 577 4426 577 3313 577 3439 573 5027 570 3795 570 3840 567 5232 566 2683 565 4351 565 5261 564 3050 564 2857 563 2681 563 5970 560 2903 560 6310 560 3275 558 5545 557 4287 555 5320 555 4018 552 2905 552 5542 551 4405 551 4077 548 4300 548 3258 548 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 49 of 56 &,7< 3$,5 Charlotte, NC (CLT) - Denver, CO (DEN) Phoenix, AZ (PHX) - Syracuse, NY (SYR) Richmond, VA (RIC) - Seattle, WA (SEA) Chicago, IL (CHI) - Reno, NV (RNO) Birmingham, AL (BHM) - San Juan, PR (SJU) New York, NY (NYC) - Kahului, HI (OGG) Virginia Beach, VA (ORF) - Phoenix, AZ (PHX) Orlando, FL (MCO) - Los Angeles, CA (SNA) Baton Rouge, LA (BTR) - Lexington, KY (LEX) Austin, TX (AUS) - Reno, NV (RNO) Charlotte, NC (CLT) - Kansas City, MO (MCI) Santa Barbara, CA (SBA) - Washington, DC (WAS) Gainesville, FL (GNV) - New York, NY (NYC) Chicago, IL (CHI) - Jacksonville, FL (JAX) Montgomery, AL (MGM) - San Francisco, CA (SFO) Hilo, HI (KOA) - Washington, DC (WAS) Indianapolis, IN (IND) - Miami, FL (MIA) Raleigh, NC (RDU) - San Francisco, CA (SFO) San Diego, CA (SAN) - Tampa, FL (TPA) Chicago, IL (CHI) - St. Croix, VI (STX) Dallas, TX (DFW) - Los Angeles, CA (LAX) Charlottesville, VA (CHO) - Little Rock, AR (LIT) Denver, CO (DEN) - Lexington, KY (LEX) Kapaa, HI (LIH) - Phoenix, AZ (PHX) Nashville, TN (BNA) - Washington, DC (WAS) San Antonio, TX (SAT) - Sacramento, CA (SMF) Phoenix, AZ (PHX) - Tallahassee, FL (TLH) Key West, FL (EYW) - Greensboro, NC (GSO) Charlotte, NC (CLT) - Seattle, WA (SEA) Pittsburgh, PA (PIT) - San Juan, PR (SJU) Greensboro, NC (GSO) - Fayetteville, AR (XNA) Boston, MA (BOS) - Des Moines, IA (DSM) Columbus, OH (CMH) - Fayetteville, AR (XNA) Denver, CO (DEN) - Richmond, VA (RIC) Miami, FL (MIA) - Knoxville, TN (TYS) Kapaa, HI (LIH) - New York, NY (NYC) Phoenix, AZ (PHX) - Fort Walton Beach, FL (VPS) Denver, CO (DEN) - Hilo, HI (KOA) Charlotte, NC (CLT) - Salt Lake City, UT (SLC) Omaha, NE (OMA) - San Juan, PR (SJU) Los Angeles, CA (LAX) - Tallahassee, FL (TLH) Kansas City, MO (MCI) - Syracuse, NY (SYR) 3RVW 0HUJHU ++, ' ++, 5192 547 3298 544 3084 544 4015 544 5331 543 2993 543 3132 541 2750 537 4938 535 4193 534 5285 534 5304 533 4830 533 2940 532 5057 529 4514 529 3189 529 2582 528 2600 528 9841 528 5112 528 5886 527 3415 526 4543 526 4006 524 3274 524 5470 523 5612 523 4832 522 4171 520 4916 519 2605 518 4343 517 2855 516 4933 514 2752 514 3529 512 4782 511 4602 510 3521 508 5315 504 3349 504 &,7< 3$,5 Miami, FL (MIA) - Sacramento, CA (SMF) Cincinnati, OH (CIN) - San Juan, PR (SJU) Greenville, SC (GSP) - Fayetteville, AR (XNA) Dallas, TX (DFW) - Salt Lake City, UT (SLC) Dallas, TX (DFW) - Las Vegas, NV (LAS) Boston, MA (BOS) - Hilo, HI (KOA) Des Moines, IA (DSM) - Raleigh, NC (RDU) Dallas, TX (DFW) - Fort Walton Beach, FL (VPS) Charlottesville, VA (CHO) - Las Vegas, NV (LAS) Des Moines, IA (DSM) - Jacksonville, FL (JAX) Riverside, CA (ONT) - St. Louis, MO (STL) Omaha, NE (OMA) - Syracuse, NY (SYR) Las Vegas, NV (LAS) - Miami, FL (MIA) San Jose, CA (SJC) - Tampa, FL (TPA) Orlando, FL (MCO) - Reno, NV (RNO) Charleston, SC (CHS) - St. Croix, VI (STX) Raleigh, NC (RDU) - Seattle, WA (SEA) Greensboro, NC (GSO) - Los Angeles, CA (LAX) Kansas City, MO (MCI) - Philadelphia, PA (PHL) Denver, CO (DEN) - Montgomery, AL (MGM) Nashville, TN (BNA) - Charlottesville, VA (CHO) Columbus, OH (CMH) - Reno, NV (RNO) Kahului, HI (OGG) - Phoenix, AZ (PHX) El Paso, TX (ELP) - Milwaukee, WI (MKE) Harrisburg, PA (MDT) - Phoenix, AZ (PHX) Cincinnati, OH (CIN) - Rochester, NY (ROC) Houston, TX (HOU) - Reno, NV (RNO) Kansas City, MO (MCI) - Los Angeles, CA (SNA) Boston, MA (BOS) - Honolulu, HI (HNL) Little Rock, AR (LIT) - Richmond, VA (RIC) Richmond, VA (RIC) - San Diego, CA (SAN) Durango, CO (DRO) - Philadelphia, PA (PHL) Philadelphia, PA (PHL) - San Juan, PR (SJU) Detroit, MI (DTW) - Gulfport, MS (GPT) Wilmington, NC (ILM) - Seattle, WA (SEA) Miami, FL (MIA) - Pittsburgh, PA (PIT) Cincinnati, OH (CIN) - Little Rock, AR (LIT) Key West, FL (EYW) - St. Louis, MO (STL) Des Moines, IA (DSM) - Montgomery, AL (MGM) Los Angeles, CA (LAX) - Montgomery, AL (MGM) San Francisco, CA (SFO) - Tallahassee, FL (TLH) Los Angeles, CA (LAX) - Pittsburgh, PA (PIT) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 7 3RVW 0HUJHU ++, ' ++, 2774 503 3442 502 5272 501 4506 500 6388 500 4509 498 3832 498 9022 496 5346 495 4522 495 3842 493 3346 491 3641 490 3037 490 3072 488 9341 488 2590 487 3342 484 4445 478 5661 476 6270 476 4533 476 4623 475 3620 474 3941 474 3105 473 3072 472 2507 472 4142 472 4152 471 3411 466 5257 466 3576 465 4883 465 5396 464 4094 463 4541 461 4897 460 5393 456 5000 456 5781 455 2713 455 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 50 of 56 &,7< 3$,5 Detroit, MI (DTW) - San Jose, CA (SJC) Hartford, CT (BDL) - Los Angeles, CA (LAX) Houston, TX (HOU) - Lexington, KY (LEX) Little Rock, AR (LIT) - Cape Coral, FL (RSW) El Paso, TX (ELP) - New York, NY (NYC) Chattanooga, TN (CHA) - Syracuse, NY (SYR) Charlotte, NC (CLT) - St. Louis, MO (STL) Denver, CO (DEN) - Fort Walton Beach, FL (VPS) Los Angeles, CA (LAX) - Miami, FL (PBI) Phoenix, AZ (PHX) - Tampa, FL (TPA) El Paso, TX (ELP) - Los Angeles, CA (LAX) Miami, FL (MIA) - Los Angeles, CA (SNA) Rochester, NY (ROC) - Louisville, KY (SDF) Key West, FL (EYW) - New York, NY (NYC) Nashville, TN (BNA) - Syracuse, NY (SYR) New York, NY (HPN) - Kansas City, MO (MCI) Indianapolis, IN (IND) - San Jose, CA (SJC) Omaha, NE (OMA) - Miami, FL (PBI) Anchorage, AK (ANC) - Columbus, OH (CMH) Minneapolis, MN (MSP) - Riverside, CA (PSP) Pittsburgh, PA (PIT) - San Diego, CA (SAN) El Paso, TX (ELP) - Portland, OR (PDX) Chicago, IL (CHI) - Mobile, AL (MOB) Los Angeles, CA (LAX) - Lexington, KY (LEX) Dallas, TX (DFW) - Orlando, FL (MCO) Chattanooga, TN (CHA) - Las Vegas, NV (LAS) Des Moines, IA (DSM) - Syracuse, NY (SYR) Raleigh, NC (RDU) - San Antonio, TX (SAT) San Francisco, CA (SFO) - Tampa, FL (TPA) Gainesville, FL (GNV) - Philadelphia, PA (PHL) Virginia Beach, VA (ORF) - San Francisco, CA (SFO) Raleigh, NC (RDU) - San Diego, CA (SAN) Pittsburgh, PA (PIT) - Reno, NV (RNO) Indianapolis, IN (IND) - Riverside, CA (ONT) Las Vegas, NV (LAS) - Richmond, VA (RIC) New York, NY (NYC) - Raleigh, NC (RDU) Mobile, AL (MOB) - Phoenix, AZ (PHX) Tallahassee, FL (TLH) - Fayetteville, AR (XNA) Key West, FL (EYW) - Las Vegas, NV (LAS) Mobile, AL (MOB) - St. Louis, MO (STL) Riverside, CA (ONT) - Pittsburgh, PA (PIT) Chattanooga, TN (CHA) - San Diego, CA (SAN) 3RVW 0HUJHU ++, ' ++, 2931 454 2628 453 3960 451 4582 451 4710 450 5225 450 6079 449 3761 446 3421 445 4073 443 5347 442 3141 442 3431 441 3767 441 4010 440 3029 439 3193 437 4576 436 3993 435 3129 433 2625 431 4077 431 4718 431 3480 431 6570 431 5739 431 3540 430 2819 429 2502 428 5296 428 2619 427 2545 426 3770 423 4118 421 2632 418 2619 416 3393 415 5582 415 5533 415 4683 415 3463 414 5736 413 &,7< 3$,5 Des Moines, IA (DSM) - San Diego, CA (SAN) Montgomery, AL (MGM) - Seattle, WA (SEA) Houston, TX (HOU) - Hilo, HI (KOA) Memphis, TN (MEM) - Miami, FL (MIA) Nashville, TN (BNA) - Key West, FL (EYW) Boston, MA (BOS) - Phoenix, AZ (PHX) Jacksonville, FL (JAX) - St. Thomas, VI (STT) Richmond, VA (RIC) - San Antonio, TX (SAT) Miami, FL (PBI) - St. Louis, MO (STL) Atlanta, GA (ATL) - Riverside, CA (ONT) Boston, MA (BOS) - Huntsville, AL (HSV) Charlotte, NC (CLT) - Omaha, NE (OMA) Cincinnati, OH (CIN) - Fayetteville, AR (XNA) Hartford, CT (BDL) - Baton Rouge, LA (BTR) San Jose, CA (SJC) - Washington, DC (WAS) Jackson, MS (JAN) - Phoenix, AZ (PHX) Las Vegas, NV (LAS) - Harrisburg, PA (MDT) Austin, TX (AUS) - San Juan, PR (SJU) Reno, NV (RNO) - Washington, DC (WAS) Minneapolis, MN (MSP) - Tucson, AZ (TUS) Austin, TX (AUS) - Harrisburg, PA (MDT) Salinas, CA (MRY) - Phoenix, AZ (PHX) Boston, MA (BOS) - San Antonio, TX (SAT) Phoenix, AZ (PHX) - Pensacola, FL (PNS) Columbus, OH (CMH) - Riverside, CA (ONT) Denver, CO (DEN) - Miami, FL (PBI) Baton Rouge, LA (BTR) - San Juan, PR (SJU) Austin, TX (AUS) - Durango, CO (DRO) Austin, TX (AUS) - Los Angeles, CA (LAX) Austin, TX (AUS) - Charlottesville, VA (CHO) Baton Rouge, LA (BTR) - Columbus, OH (CMH) Cleveland, OH (CLE) - Fayetteville, AR (XNA) Chattanooga, TN (CHA) - Houston, TX (HOU) Memphis, TN (MEM) - Phoenix, AZ (PHX) Charlotte, NC (CLT) - Las Vegas, NV (LAS) Chicago, IL (CHI) - Fort Walton Beach, FL (VPS) Miami, FL (MIA) - Richmond, VA (RIC) Atlanta, GA (ATL) - Reno, NV (RNO) Austin, TX (AUS) - Raleigh, NC (RDU) Lexington, KY (LEX) - Syracuse, NY (SYR) Miami, FL (MIA) - Salt Lake City, UT (SLC) Chicago, IL (CHI) - Raleigh, NC (RDU) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 8 3RVW 0HUJHU ++, ' ++, 2991 413 5549 412 5437 411 4082 404 4663 404 3632 404 3969 404 3512 403 3500 403 3136 403 3855 402 4478 402 5150 402 5950 398 2594 397 2850 397 3460 396 2692 396 2700 395 4121 395 3369 394 9083 393 3126 393 3086 392 3863 390 3280 390 5023 390 3946 389 3121 388 4508 386 4922 386 3346 385 5565 384 4378 383 5633 383 5381 381 3146 381 3073 380 2774 379 4516 377 3320 375 3352 373 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 51 of 56 &,7< 3$,5 Dallas, TX (DFW) - Louisville, KY (SDF) Memphis, TN (MEM) - San Juan, PR (SJU) New York, NY (NYC) - Washington, DC (WAS) Des Moines, IA (DSM) - Los Angeles, CA (LAX) Dallas, TX (DFW) - Wilmington, NC (ILM) Jacksonville, FL (JAX) - San Juan, PR (SJU) Charlotte, NC (CLT) - Portland, OR (PDX) Baton Rouge, LA (BTR) - Richmond, VA (RIC) Des Moines, IA (DSM) - Los Angeles, CA (SNA) Kahului, HI (OGG) - Salt Lake City, UT (SLC) Cape Coral, FL (RSW) - San Juan, PR (SJU) Des Moines, IA (DSM) - Washington, DC (WAS) San Diego, CA (SAN) - St. Louis, MO (STL) Columbus, OH (CMH) - San Diego, CA (SAN) Anchorage, AK (ANC) - Tampa, FL (TPA) Buffalo, NY (BUF) - Little Rock, AR (LIT) Houston, TX (HOU) - Virginia Beach, VA (ORF) Reno, NV (RNO) - San Antonio, TX (SAT) Chattanooga, TN (CHA) - Fayetteville, AR (XNA) Cincinnati, OH (CIN) - Phoenix, AZ (PHX) Chicago, IL (CHI) - Tallahassee, FL (TLH) Austin, TX (AUS) - Sacramento, CA (SMF) Chattanooga, TN (CHA) - Kansas City, MO (MCI) Orlando, FL (MCO) - San Juan, PR (SJU) Gulfport, MS (GPT) - Minneapolis, MN (MSP) Houston, TX (HOU) - Kapaa, HI (LIH) Boston, MA (BOS) - El Paso, TX (ELP) Cincinnati, OH (CIN) - Miami, FL (MIA) Columbus, OH (CMH) - Syracuse, NY (SYR) Kansas City, MO (MCI) - Raleigh, NC (RDU) Little Rock, AR (LIT) - Miami, FL (PBI) Denver, CO (DEN) - Kahului, HI (OGG) Des Moines, IA (DSM) - Sacramento, CA (SMF) Seattle, WA (SEA) - Fort Walton Beach, FL (VPS) Austin, TX (AUS) - Huntsville, AL (HSV) Des Moines, IA (DSM) - Greenville, SC (GSP) Las Vegas, NV (LAS) - Lexington, KY (LEX) Lexington, KY (LEX) - New York, NY (NYC) Dallas, TX (DFW) - Detroit, MI (DTW) Gainesville, FL (GNV) - Louisville, KY (SDF) St. Louis, MO (STL) - Knoxville, TN (TYS) Miami, FL (MIA) - St. Louis, MO (STL) 3RVW 0HUJHU ++, ' ++, 6979 372 4175 372 3201 372 2947 372 5639 372 4120 371 3709 371 5129 371 3145 371 3497 370 4369 368 3284 368 2967 367 2702 366 3503 365 2779 365 2778 362 4524 361 6035 360 3479 360 5407 358 3323 357 5869 356 4353 355 5688 353 5668 353 5456 352 4636 352 3973 352 3046 351 5040 350 5380 350 2629 350 3723 349 3718 349 4251 348 4617 348 4458 348 4006 347 5418 346 5379 345 3736 345 &,7< 3$,5 New York, NY (NYC) - Virginia Beach, VA (ORF) Rochester, NY (ROC) - St. Louis, MO (STL) Las Vegas, NV (LAS) - Salinas, CA (MRY) Charlotte, NC (CLT) - Des Moines, IA (DSM) Harrisburg, PA (MDT) - Seattle, WA (SEA) Cape Coral, FL (RSW) - San Diego, CA (SAN) Jacksonville, FL (JAX) - San Francisco, CA (SFO) Los Angeles, CA (SNA) - Washington, DC (WAS) Little Rock, AR (LIT) - Washington, DC (WAS) Reno, NV (RNO) - St. Louis, MO (STL) Miami, FL (PBI) - Seattle, WA (SEA) Los Angeles, CA (LAX) - Cape Coral, FL (RSW) Lexington, KY (LEX) - San Francisco, CA (SFO) San Francisco, CA (SFO) - St. Louis, MO (STL) Austin, TX (AUS) - Lexington, KY (LEX) Des Moines, IA (DSM) - Mobile, AL (MOB) El Paso, TX (ELP) - Salt Lake City, UT (SLC) Dallas, TX (DFW) - Miami, FL (MIA) Austin, TX (AUS) - Savannah, GA (SAV) Baton Rouge, LA (BTR) - Cincinnati, OH (CIN) Orlando, FL (MCO) - Phoenix, AZ (PHX) Key West, FL (EYW) - Richmond, VA (RIC) San Jose, CA (SJC) - Tucson, AZ (TUS) Chicago, IL (CHI) - Rochester, NY (ROC) Kansas City, MO (MCI) - Riverside, CA (ONT) Huntsville, AL (HSV) - Kansas City, MO (MCI) Boston, MA (BOS) - Grand Junction, CO (GJT) Omaha, NE (OMA) - Los Angeles, CA (SNA) Pensacola, FL (PNS) - San Juan, PR (SJU) El Paso, TX (ELP) - San Jose, CA (SJC) Nashville, TN (BNA) - Miami, FL (MIA) Durango, CO (DRO) - Pittsburgh, PA (PIT) Nashville, TN (BNA) - Boston, MA (BOS) Cleveland, OH (CLE) - Miami, FL (MIA) Des Moines, IA (DSM) - Miami, FL (MIA) Kansas City, MO (MCI) - Mobile, AL (MOB) Des Moines, IA (DSM) - Gulfport, MS (GPT) Kansas City, MO (MCI) - Fort Walton Beach, FL (VPS) Anchorage, AK (ANC) - Charlotte, NC (CLT) Pittsburgh, PA (PIT) - San Antonio, TX (SAT) Los Angeles, CA (LAX) - Knoxville, TN (TYS) Kansas City, MO (MCI) - Harrisburg, PA (MDT) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 9 3RVW 0HUJHU ++, ' ++, 3065 344 3063 343 5718 343 4459 343 3640 342 2930 342 2638 342 2798 341 3012 340 3938 340 3470 339 2683 339 3416 338 2644 338 4331 337 4564 336 4641 336 6537 335 4641 334 4797 333 4022 333 5833 332 5027 331 5006 330 3922 328 5947 328 5419 328 2541 327 4740 327 5326 327 4185 326 6192 326 2885 325 3678 325 3715 324 3917 323 4617 323 4599 321 4572 321 2599 321 3201 320 3532 319 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 52 of 56 &,7< 3$,5 Wilmington, NC (ILM) - Omaha, NE (OMA) Baton Rouge, LA (BTR) - Raleigh, NC (RDU) Baton Rouge, LA (BTR) - Washington, DC (WAS) Columbus, OH (CMH) - San Francisco, CA (SFO) Minneapolis, MN (MSP) - Knoxville, TN (TYS) Grand Junction, CO (GJT) - Tampa, FL (TPA) Jacksonville, FL (JAX) - Omaha, NE (OMA) Wilmington, NC (ILM) - San Francisco, CA (SFO) St. Louis, MO (STL) - Tallahassee, FL (TLH) Greenville, SC (GSP) - Los Angeles, CA (LAX) Greensboro, NC (GSO) - Phoenix, AZ (PHX) Hartford, CT (BDL) - New Orleans, LA (MSY) Los Angeles, CA (LAX) - Virginia Beach, VA (ORF) Chattanooga, TN (CHA) - San Antonio, TX (SAT) Jacksonville, FL (JAX) - Seattle, WA (SEA) Hartford, CT (BDL) - San Diego, CA (SAN) San Antonio, TX (SAT) - San Juan, PR (SJU) Harrisburg, PA (MDT) - San Antonio, TX (SAT) Nashville, TN (BNA) - Harrisburg, PA (MDT) San Antonio, TX (SAT) - San Francisco, CA (SFO) Los Angeles, CA (LAX) - Tampa, FL (TPA) Cleveland, OH (CLE) - New York, NY (HPN) Harrisburg, PA (MDT) - Miami, FL (MIA) Gainesville, FL (GNV) - New Orleans, LA (MSY) Boston, MA (BOS) - Fort Walton Beach, FL (VPS) San Juan, PR (SJU) - Salt Lake City, UT (SLC) Austin, TX (AUS) - Hartford, CT (BDL) Des Moines, IA (DSM) - Pittsburgh, PA (PIT) Chattanooga, TN (CHA) - Minneapolis, MN (MSP) Des Moines, IA (DSM) - Richmond, VA (RIC) Milwaukee, WI (MKE) - San Jose, CA (SJC) Omaha, NE (OMA) - Tallahassee, FL (TLH) Columbia, SC (CAE) - Kansas City, MO (MCI) San Diego, CA (SAN) - Syracuse, NY (SYR) New York, NY (HPN) - San Francisco, CA (SFO) Boston, MA (BOS) - Tallahassee, FL (TLH) Dallas, TX (DFW) - St. Croix, VI (STX) Little Rock, AR (LIT) - Orlando, FL (MCO) San Juan, PR (SJU) - Tampa, FL (TPA) Seattle, WA (SEA) - Syracuse, NY (SYR) Chicago, IL (CHI) - Key West, FL (EYW) Sacramento, CA (SMF) - St. Louis, MO (STL) 3RVW 0HUJHU ++, ' ++, 5191 319 4815 318 3776 318 2615 317 4540 317 5003 317 5067 317 6101 317 5690 316 3094 316 4397 315 2920 315 2594 314 5910 313 2844 313 2509 312 2667 311 3358 311 3909 310 3291 310 3126 310 4704 310 5288 310 6253 309 4955 309 4901 309 2809 309 3185 308 6035 307 3387 307 3322 307 6189 307 4527 306 2797 306 4195 305 5024 304 10000 303 4050 303 6112 301 2852 301 3494 300 2582 299 &,7< 3$,5 Austin, TX (AUS) - Virginia Beach, VA (ORF) Seattle, WA (SEA) - Tallahassee, FL (TLH) Minneapolis, MN (MSP) - Syracuse, NY (SYR) Phoenix, AZ (PHX) - Savannah, GA (SAV) Huntsville, AL (HSV) - Las Vegas, NV (LAS) Omaha, NE (OMA) - Raleigh, NC (RDU) Huntsville, AL (HSV) - Seattle, WA (SEA) New York, NY (HPN) - Memphis, TN (MEM) Hilo, HI (KOA) - Phoenix, AZ (PHX) Salinas, CA (MRY) - Washington, DC (WAS) Austin, TX (AUS) - Pittsburgh, PA (PIT) Gulfport, MS (GPT) - New York, NY (NYC) Boston, MA (BOS) - Baton Rouge, LA (BTR) El Paso, TX (ELP) - Pittsburgh, PA (PIT) Little Rock, AR (LIT) - Tampa, FL (TPA) Key West, FL (EYW) - Louisville, KY (SDF) Greensboro, NC (GSO) - San Diego, CA (SAN) San Francisco, CA (SFO) - Fort Walton Beach, FL (VPS) Philadelphia, PA (PHL) - Seattle, WA (SEA) Cape Coral, FL (RSW) - San Antonio, TX (SAT) Fresno, CA (FAT) - Phoenix, AZ (PHX) Phoenix, AZ (PHX) - Pittsburgh, PA (PIT) Philadelphia, PA (PHL) - St. Louis, MO (STL) Chicago, IL (CHI) - Gulfport, MS (GPT) Charleston, SC (CHS) - Los Angeles, CA (LAX) Los Angeles, CA (LAX) - Harrisburg, PA (MDT) Honolulu, HI (HNL) - Orlando, FL (MCO) Denver, CO (DEN) - Greensboro, NC (GSO) St. Louis, MO (STL) - St. Croix, VI (STX) Harrisburg, PA (MDT) - Louisville, KY (SDF) Lexington, KY (LEX) - Fayetteville, AR (XNA) Jackson, MS (JAN) - Minneapolis, MN (MSP) Hartford, CT (BDL) - Fort Walton Beach, FL (VPS) Gulfport, MS (GPT) - Phoenix, AZ (PHX) Montgomery, AL (MGM) - Minneapolis, MN (MSP) Kansas City, MO (MCI) - Cape Coral, FL (RSW) Syracuse, NY (SYR) - Knoxville, TN (TYS) Miami, FL (PBI) - San Diego, CA (SAN) Sacramento, CA (SMF) - Tampa, FL (TPA) Little Rock, AR (LIT) - Virginia Beach, VA (ORF) Omaha, NE (OMA) - Pensacola, FL (PNS) St. Louis, MO (STL) - Washington, DC (WAS) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 10 3RVW 0HUJHU ++, ' ++, 2846 299 6209 298 3796 298 4230 297 3885 297 2818 297 3345 296 4067 295 4454 295 5619 295 2609 295 4484 295 4280 293 3986 293 3930 293 6170 293 4099 293 3454 293 4246 293 2676 291 9574 290 4094 290 4704 289 4618 289 3071 289 3884 288 2888 288 3382 287 9073 287 3581 287 4320 287 4719 287 5478 287 4028 286 6343 286 3056 286 4611 286 3433 286 2501 285 3660 285 4733 285 3561 284 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 53 of 56 &,7< 3$,5 Dallas, TX (DFW) - Gainesville, FL (GNV) Indianapolis, IN (IND) - Syracuse, NY (SYR) New York, NY (NYC) - Tallahassee, FL (TLH) Jackson, MS (JAN) - New York, NY (NYC) New York, NY (HPN) - Lexington, KY (LEX) Denver, CO (DEN) - Mobile, AL (MOB) Jacksonville, FL (JAX) - Little Rock, AR (LIT) Des Moines, IA (DSM) - Huntsville, AL (HSV) Key West, FL (EYW) - Pittsburgh, PA (PIT) Columbus, OH (CMH) - El Paso, TX (ELP) Houston, TX (HOU) - Tucson, AZ (TUS) Louisville, KY (SDF) - Syracuse, NY (SYR) Miami, FL (MIA) - New Orleans, LA (MSY) Greenville, SC (GSP) - Phoenix, AZ (PHX) Phoenix, AZ (PHX) - Raleigh, NC (RDU) Harrisburg, PA (MDT) - San Diego, CA (SAN) Phoenix, AZ (PHX) - Rochester, NY (ROC) Hartford, CT (BDL) - San Francisco, CA (SFO) Kansas City, MO (MCI) - Rochester, NY (ROC) Baton Rouge, LA (BTR) - Philadelphia, PA (PHL) El Paso, TX (ELP) - Indianapolis, IN (IND) Philadelphia, PA (PHL) - Phoenix, AZ (PHX) Dallas, TX (DFW) - San Francisco, CA (SFO) Columbus, OH (CMH) - Little Rock, AR (LIT) St. Thomas, VI (STT) - Tampa, FL (TPA) Kansas City, MO (MCI) - Miami, FL (PBI) Huntsville, AL (HSV) - Minneapolis, MN (MSP) El Paso, TX (ELP) - Riverside, CA (PSP) Columbus, OH (CMH) - Seattle, WA (SEA) Charlottesville, VA (CHO) - Indianapolis, IN (IND) Philadelphia, PA (PHL) - Sacramento, CA (SMF) Anchorage, AK (ANC) - Indianapolis, IN (IND) New Orleans, LA (MSY) - Philadelphia, PA (PHL) Milwaukee, WI (MKE) - Knoxville, TN (TYS) Minneapolis, MN (MSP) - Miami, FL (PBI) Gainesville, FL (GNV) - Washington, DC (WAS) Gulfport, MS (GPT) - Los Angeles, CA (LAX) Cape Coral, FL (RSW) - Seattle, WA (SEA) Charlottesville, VA (CHO) - Louisville, KY (SDF) Sacramento, CA (SMF) - Washington, DC (WAS) Austin, TX (AUS) - Cape Coral, FL (RSW) Richmond, VA (RIC) - San Juan, PR (SJU) 3RVW 0HUJHU ++, ' ++, 6248 283 3346 283 4681 282 3886 282 4864 280 3366 280 5509 278 5237 278 3483 277 4590 276 4404 276 3612 275 4056 275 2929 274 3293 273 4131 272 2756 272 2651 271 2970 271 3775 271 4014 270 5804 270 4033 270 3273 270 4436 269 3537 269 5458 268 6530 268 2515 267 4591 266 2572 266 5094 266 3952 265 4213 265 4823 264 4883 263 3661 262 2839 262 7869 261 2686 261 2913 261 2720 261 &,7< 3$,5 Mobile, AL (MOB) - San Francisco, CA (SFO) Salt Lake City, UT (SLC) - Tampa, FL (TPA) Omaha, NE (OMA) - San Diego, CA (SAN) Los Angeles, CA (LAX) - Philadelphia, PA (PHL) Columbia, SC (CAE) - Seattle, WA (SEA) Austin, TX (AUS) - Chattanooga, TN (CHA) Harrisburg, PA (MDT) - Omaha, NE (OMA) Fort Walton Beach, FL (VPS) - Fayetteville, AR (XNA) Boston, MA (BOS) - Pensacola, FL (PNS) Minneapolis, MN (MSP) - Fort Walton Beach, FL (VPS) Omaha, NE (OMA) - Richmond, VA (RIC) El Paso, TX (ELP) - Tampa, FL (TPA) Des Moines, IA (DSM) - Rochester, NY (ROC) Philadelphia, PA (PHL) - Tallahassee, FL (TLH) Austin, TX (AUS) - Cincinnati, OH (CIN) Omaha, NE (OMA) - Savannah, GA (SAV) Cleveland, OH (CLE) - Little Rock, AR (LIT) Greensboro, NC (GSO) - Omaha, NE (OMA) Huntsville, AL (HSV) - Indianapolis, IN (IND) Des Moines, IA (DSM) - El Paso, TX (ELP) Phoenix, AZ (PHX) - San Antonio, TX (SAT) Atlanta, GA (ATL) - St. Thomas, VI (STT) Raleigh, NC (RDU) - Tallahassee, FL (TLH) Boston, MA (BOS) - Mobile, AL (MOB) Grand Junction, CO (GJT) - Miami, FL (MIA) Austin, TX (AUS) - Knoxville, TN (TYS) Gainesville, FL (GNV) - Indianapolis, IN (IND) El Paso, TX (ELP) - San Francisco, CA (SFO) Jacksonville, FL (JAX) - Los Angeles, CA (LAX) Greensboro, NC (GSO) - Houston, TX (HOU) Boston, MA (BOS) - Miami, FL (MIA) Birmingham, AL (BHM) - Key West, FL (EYW) Hartford, CT (BDL) - Jackson, MS (JAN) Detroit, MI (DTW) - Jackson, MS (JAN) Indianapolis, IN (IND) - Reno, NV (RNO) Charleston, SC (CHS) - Fayetteville, AR (XNA) Wilmington, NC (ILM) - Las Vegas, NV (LAS) Columbia, SC (CAE) - San Francisco, CA (SFO) Honolulu, HI (HNL) - Washington, DC (WAS) St. Louis, MO (STL) - Fort Walton Beach, FL (VPS) Austin, TX (AUS) - Phoenix, AZ (PHX) Jacksonville, FL (JAX) - Kansas City, MO (MCI) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 11 3RVW 0HUJHU ++, ' ++, 3410 261 2876 260 2766 260 4309 259 3457 259 5587 258 3604 257 4338 257 3307 257 6289 256 3508 256 3311 255 3396 255 5014 255 3879 254 5733 254 2934 254 3827 253 5972 252 5590 252 4697 251 5168 250 5133 249 4940 249 5388 249 4141 249 5173 248 5400 248 2916 248 4051 248 3887 248 4205 247 3698 247 4440 247 3892 246 5979 246 6043 246 3428 245 4913 245 5733 245 4814 244 3399 230 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 54 of 56 &,7< 3$,5 Houston, TX (HOU) - Knoxville, TN (TYS) Denver, CO (DEN) - Knoxville, TN (TYS) El Paso, TX (ELP) - Orlando, FL (MCO) Atlanta, GA (ATL) - El Paso, TX (ELP) Boston, MA (BOS) - Jackson, MS (JAN) Milwaukee, WI (MKE) - Reno, NV (RNO) Gulfport, MS (GPT) - Kansas City, MO (MCI) Huntsville, AL (HSV) - New York, NY (NYC) San Francisco, CA (SFO) - Knoxville, TN (TYS) Miami, FL (MIA) - Omaha, NE (OMA) Lexington, KY (LEX) - Rochester, NY (ROC) Montgomery, AL (MGM) - San Diego, CA (SAN) Huntsville, AL (HSV) - San Francisco, CA (SFO) Savannah, GA (SAV) - San Francisco, CA (SFO) Gainesville, FL (GNV) - Raleigh, NC (RDU) Detroit, MI (DTW) - Honolulu, HI (HNL) Los Angeles, CA (LAX) - Miami, FL (MIA) Dallas, TX (DFW) - Seattle, WA (SEA) Milwaukee, WI (MKE) - Riverside, CA (ONT) Huntsville, AL (HSV) - Los Angeles, CA (LAX) Chicago, IL (CHI) - Montgomery, AL (MGM) Des Moines, IA (DSM) - New York, NY (NYC) Birmingham, AL (BHM) - Des Moines, IA (DSM) Hartford, CT (BDL) - San Antonio, TX (SAT) Baton Rouge, LA (BTR) - Greensboro, NC (GSO) Los Angeles, CA (LAX) - Savannah, GA (SAV) Pensacola, FL (PNS) - San Diego, CA (SAN) Hartford, CT (BDL) - Seattle, WA (SEA) Pensacola, FL (PNS) - San Francisco, CA (SFO) Austin, TX (AUS) - Grand Junction, CO (GJT) Hartford, CT (BDL) - Pensacola, FL (PNS) Omaha, NE (OMA) - Cape Coral, FL (RSW) Wilmington, NC (ILM) - Los Angeles, CA (LAX) Indianapolis, IN (IND) - Knoxville, TN (TYS) Chicago, IL (CHI) - Riverside, CA (ONT) Baton Rouge, LA (BTR) - Pittsburgh, PA (PIT) Indianapolis, IN (IND) - Philadelphia, PA (PHL) Greenville, SC (GSP) - Little Rock, AR (LIT) Los Angeles, CA (LAX) - Omaha, NE (OMA) Grand Junction, CO (GJT) - Orlando, FL (MCO) Key West, FL (EYW) - Los Angeles, CA (LAX) Charlottesville, VA (CHO) - San Antonio, TX (SAT) 3RVW 0HUJHU ++, ' ++, 4044 244 4020 244 3146 244 4450 244 3999 243 3832 243 3887 242 4033 242 3400 242 2831 240 4466 240 5257 239 3449 239 3791 239 5092 239 4822 238 3355 238 4288 237 4742 237 3441 237 6507 236 3093 235 4292 235 2916 235 5054 234 4517 234 3713 234 2772 233 2909 233 4674 233 4929 233 3008 233 5337 232 3945 232 3941 232 4397 232 6662 231 4770 231 2586 231 4457 231 6973 230 4463 230 &,7< 3$,5 Key West, FL (EYW) - Virginia Beach, VA (ORF) Dallas, TX (DFW) - Durango, CO (DRO) Key West, FL (EYW) - Minneapolis, MN (MSP) St. Croix, VI (STX) - Washington, DC (WAS) Des Moines, IA (DSM) - Tallahassee, FL (TLH) Charlotte, NC (CLT) - St. Thomas, VI (STT) Boston, MA (BOS) - Knoxville, TN (TYS) Los Angeles, CA (LAX) - Syracuse, NY (SYR) Columbia, SC (CAE) - San Diego, CA (SAN) Baton Rouge, LA (BTR) - Virginia Beach, VA (ORF) Memphis, TN (MEM) - Syracuse, NY (SYR) Memphis, TN (MEM) - San Francisco, CA (SFO) Atlanta, GA (ATL) - Tucson, AZ (TUS) Indianapolis, IN (IND) - Rochester, NY (ROC) Charleston, SC (CHS) - Seattle, WA (SEA) San Diego, CA (SAN) - Knoxville, TN (TYS) Seattle, WA (SEA) - Knoxville, TN (TYS) Denver, CO (DEN) - Tallahassee, FL (TLH) Detroit, MI (DTW) - Little Rock, AR (LIT) Los Angeles, CA (LAX) - Fort Walton Beach, FL (VPS) Denver, CO (DEN) - New York, NY (HPN) Hartford, CT (BDL) - Lexington, KY (LEX) Pittsburgh, PA (PIT) - San Francisco, CA (SFO) Salinas, CA (MRY) - Salt Lake City, UT (SLC) Little Rock, AR (LIT) - San Juan, PR (SJU) San Diego, CA (SAN) - Tallahassee, FL (TLH) Key West, FL (EYW) - Memphis, TN (MEM) Des Moines, IA (DSM) - New York, NY (HPN) Baton Rouge, LA (BTR) - Phoenix, AZ (PHX) Phoenix, AZ (PHX) - Washington, DC (WAS) Baton Rouge, LA (BTR) - New York, NY (NYC) Jackson, MS (JAN) - Miami, FL (MIA) Mobile, AL (MOB) - New York, NY (NYC) Albuquerque, NM (ABQ) - Tampa, FL (TPA) Boston, MA (BOS) - Gulfport, MS (GPT) Chicago, IL (CHI) - Los Angeles, CA (SNA) Virginia Beach, VA (ORF) - Seattle, WA (SEA) Mobile, AL (MOB) - Minneapolis, MN (MSP) Charlotte, NC (CLT) - San Juan, PR (SJU) Denver, CO (DEN) - Virginia Beach, VA (ORF) Wilmington, NC (ILM) - St. Louis, MO (STL) Kansas City, MO (MCI) - Tallahassee, FL (TLH) $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 12 3RVW 0HUJHU ++, ' ++, 5747 230 4052 230 6277 229 8150 229 6416 229 4759 229 5003 228 2935 227 4515 227 5156 226 4421 226 3520 226 4887 226 3666 226 3380 226 3233 226 3046 225 5975 225 3907 224 3815 223 3819 223 4745 222 3060 222 6650 221 6569 220 6434 219 6557 219 3464 219 4389 219 3435 219 3718 218 4304 218 4452 218 3054 218 5213 218 3839 217 3247 217 5888 217 2594 215 2598 215 6783 215 6205 215 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 55 of 56 &,7< 3$,5 Columbia, SC (CAE) - Houston, TX (HOU) Des Moines, IA (DSM) - Harrisburg, PA (MDT) New York, NY (NYC) - San Antonio, TX (SAT) Gulfport, MS (GPT) - Washington, DC (WAS) San Francisco, CA (SFO) - Syracuse, NY (SYR) Greensboro, NC (GSO) - Orlando, FL (MCO) New York, NY (NYC) - San Jose, CA (SJC) Jackson, MS (JAN) - Milwaukee, WI (MKE) Phoenix, AZ (PHX) - St. Louis, MO (STL) Omaha, NE (OMA) - Knoxville, TN (TYS) Baton Rouge, LA (BTR) - Indianapolis, IN (IND) Charleston, WV (CRW) - Dallas, TX (DFW) Las Vegas, NV (LAS) - Knoxville, TN (TYS) Des Moines, IA (DSM) - Cape Coral, FL (RSW) Houston, TX (HOU) - Santa Barbara, CA (SBA) New York, NY (HPN) - Milwaukee, WI (MKE) Pensacola, FL (PNS) - St. Thomas, VI (STT) Fresno, CA (FAT) - Honolulu, HI (HNL) Harrisburg, PA (MDT) - Minneapolis, MN (MSP) Houston, TX (HOU) - Richmond, VA (RIC) Pittsburgh, PA (PIT) - Seattle, WA (SEA) Austin, TX (AUS) - Greenville, SC (GSP) Albuquerque, NM (ABQ) - Boston, MA (BOS) Las Vegas, NV (LAS) - Syracuse, NY (SYR) Houston, TX (HOU) - Salinas, CA (MRY) Jackson, MS (JAN) - San Juan, PR (SJU) Chattanooga, TN (CHA) - New York, NY (NYC) Miami, FL (MIA) - Pensacola, FL (PNS) Indianapolis, IN (IND) - Harrisburg, PA (MDT) Gulfport, MS (GPT) - Greenville, SC (GSP) Virginia Beach, VA (ORF) - Tallahassee, FL (TLH) New York, NY (NYC) - St. Louis, MO (STL) Cincinnati, OH (CIN) - Seattle, WA (SEA) Austin, TX (AUS) - Charleston, SC (CHS) Baton Rouge, LA (BTR) - Detroit, MI (DTW) 3RVW 0HUJHU ++, ' ++, 3633 215 3556 215 2806 214 4647 214 3547 214 4997 214 2996 214 5568 213 4598 213 3596 213 4240 212 4244 212 3919 212 3859 211 6373 211 3142 210 5346 210 4872 209 3659 208 3267 207 2610 207 2984 207 3294 207 2755 207 6287 206 6244 205 5046 205 5066 204 3462 203 4923 203 5030 203 2810 203 2858 203 3275 201 5080 201 $33(1',; $ &,7< 3$,56 :+(5( 7+( 0(5*(5 ,6 35(68037,9(/< ,//(*$/ Appendix 13 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 56 of 56 Case 1:13-cv-01236-CKK Document 111 Filed 10/23/13 Page 1 of 3 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, et. al., Plaintiffs, v. US AIRWAYS GROUPS, INC. and AMR CORPORATION, Defendants. ) ) ) ) ) ) ) ) ) Civil Action No. 1:13-cv-01236 (CKK) Judge Colleen Kollar-Kotelly NOTICE OF INTENT TO FILE AMICUS CURIAE BRIEF BY OKLAHOMA ATTORNEY GENERAL E. SCOTT PRUITT The State of Oklahoma by and through its duly elected Attorney General E. Scott Pruitt respectfully submits this notice of intent to file an amicus curiae brief in support of the merger between the Defendant, US Airways Groups, Inc. and AMR Corporation. This amicus brief may be joined by other state Attorneys General. DATED: October 23, 2013 Respectfully submitted, E. SCOTT PRUITT OKLAHOMA ATTORNEY GENERAL s/ PATRICK R. WYRICK PATRICK R. WYRICK, OBA #21874 SOLICITOR GENERAL THOMAS A. BATES, OBA #15672 FIRST ASSISTANT ATTORNEY GENERAL 313 NE 21st Street Oklahoma City, OK 73105 (405) 521-3921 (405) 522-0669 Fax patrick.wyrick@oag.ok.gov Tom.Bates@oag.ok.gov Attorneys for Amicus Curiae State of Oklahoma Case 1:13-cv-01236-CKK Document 111 Filed 10/23/13 Page 2 of 3 CERTIFICATE OF SERVICE I hereby certify that on October 23, 2013, the foregoing Notice was filed with the Clerk of the Court using the Court’s CM/ECF system, served electronically via the Court’s CM/ECF system on all ECF participants and by first class mail on the following: Albert L. Hogan , III SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 North Wacker Drive Suite 2700 Chicago, IL 60606-1720 James A. Keyte SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP 4 Times Square New York, NY 10036-6522 Jay M. Goffman SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 4 Times Square New York, NY 10036 John Wm Butler , Jr SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 North Wacker Drive Suite 2700 Chicago, IL 60606-1720 Kenneth B. Schwartz SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 4 Times Square New York, NY 10036 Sharon L. Levine LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 s/ PATRICK R. WYRICK Case Document 111 Filed 10/23/13 Page 3 of 3 Becky A. Roberts From: Sent: To: Subject: Thomson, Jennifer A. Friday, September 13, 2013 3:37 PM 'Levy, Mark'; Andrew.jones@myfloridalegal.com; Bennett.rushkoff@dc.gov; Charlena Aumiller; Christopher.Hunt@myfloridalegal.com; Craig, Stephen; Elaine.boughner@azag.gov; Donahue, III, James A.; jjesse@oag.state.va.us; Kirk, Jennifer J.; Laura.Daugherty@myfloridalegal.com; liz.brady@myfloridalegal.com; mhull@oag.state.va.us; Nancy.bonnell@azag.gov; nicholas.bush@dc.gov; Nicholas.weilhammer@myfloridalegal.com; pascoed1@michigan.gov; scott.palmer@myfloridalegal.com; SOAllen@oag.state.va.us; Stavast-Piper, Kayna; Stinson, Eric; susan.myers@azag.gov; Wertz, Tracy W.; VanWinkle, Kim; Vic Domen RE: The true value of passengers. Kudos to Mark Levy for remembering this off the top of his head:     $1.2b in ’07, $6b in ’12.     From: Levy, Mark [mailto:mark.levy@texasattorneygeneral.gov] Sent: Friday, September 13, 2013 4:28 PM To: Andrew.jones@myfloridalegal.com; Bennett.rushkoff@dc.gov; Charlena.Aumiller@ag.tn.gov; Christopher.Hunt@myfloridalegal.com; Craig, Stephen; Elaine.boughner@azag.gov; Donahue, III, James A.; jjesse@oag.state.va.us; Kirk, Jennifer J.; Thomson, Jennifer A.; Laura.Daugherty@myfloridalegal.com; Levy, Mark; liz.brady@myfloridalegal.com; mhull@oag.state.va.us; Nancy.bonnell@azag.gov; nicholas.bush@dc.gov; Nicholas.weilhammer@myfloridalegal.com; pascoed1@michigan.gov; scott.palmer@myfloridalegal.com; SOAllen@oag.state.va.us; Stavast-Piper, Kayna; Stinson, Eric; susan.myers@azag.gov; Wertz, Tracy W.; VanWinkle, Kim; Vic.Domen@ag.tn.gov Subject: The true value of passengers.     http://finance.yahoo.com/news/airlines‐raked‐27‐billion‐fees‐175231115.html     Kudos to Jennifer for finding this.     Mark  The information transmitted is intended only for the person or entity to whom it is addressed and may contain confidential and/or privileged material. Any use of this information other than by the intended recipient is prohibited. If you receive this message in error, please send a reply e-mail to the sender and delete the material from any and all computers. Unintended transmissions shall not constitute waiver of any applicable attorneyclient or any other applicable privilege. PA-OAG 1 southwest To Push For Slot sales In AA-us Airways Merger - Law360 Page I of2 portfol¡o Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www.law360.com Phone: +1 646783 7100 Fax: +1 646 7B3716l lcustomerservice@law36o.com Southwest To Push For Slot Sales In AA-US Airways Merger By Melissa Lipman Law360, New York (November OB, 2013, 5:56 PM ET) -- Southwest Airlines Co' won permission Thursday to weigh in on the government's challenge of American Airlines Inc' and US Airways Gro'up Inc,'õ merger, to argue that the carriers should be required to sell slots at airports in New York and Washington, D.C', if the deal is permitted. U,S, District Judge Colleen Kollar-Kotelly signed off on Southwest's request to file an amicus brief in the case after the U,S, Department of Justice and the airlines agreed to let the budget carrier ParticiPate, Southwest told the court that it was prepared to describe how it could act as a competitive restraint on a merged American Airlines - if ¡t can get slots at Reagan National Airport in D,C. and at LaGuardia Airport in New York. ',Service to those airpofts is significantly limited by the allocation of takeoff and landing slots, and Southwest has been able to obtain only a very small number of slots at those two åirports," the airline said in its motion, "Because the merger would concentrate slots at DCA and LGA in a combined airline that would restrict the availability of slots to Southwest and other flow cost carriers] that could provide meaningful competition, Southwest can providã the court with ã unique and important perspective on the legal and competitive implications of the merger for air service at those airports." Southwest's filing comes on the heels of the DOJ's admission that it was pushing for a settlement of its merger challenge by requiring the carriers to divest facilities at celtain airports nationwide, U.S. Attorney General Eric Holder said during a Nov, 4 press conference that the DOJ, before dropping its claims, would want the airlines to renounce takeoff and landing slots at ';key constrained airports" across the country, but Holder declined to 9o into specifics, citing ongoing settlement discussions' "We will not agree to something that does not fundamentally resolve the concerns that were express"d in the complainl and does not substantially bring relief to consumers," he told reporters, pointing out that the agency was prepared to take the case to trial on Nov. 25 if its demands were not met' In their suit, the DOJ and several state attorneys general alleged the tie-up, which would create the world's largest airline by passenger volume, would hurt competition in key U.S, hubs and drive up ticket prices and fees. The impact it would have on the Washington, D.C., area's Reagan National Airport would mhtml:f,rle://H:\plDWic\AA US Air Working file pdflsouthwest To Push For Slot Sales In... 511912016 Southwest To Push For Slot Sales In AA-US Airways Merger - Law360 Page2 of 2 be particularly problematic, considering that a combined US Airways-American Airlines would control 69 percent of takeoff and landing slots at the airport, giving the merged entity a virtual stranglehold on service to and from the nation's capital, authorities said. But the airlines, their employees' labor unions and several airports that are dominated by the carriers have said the deal would in fact be pro-competitive by forming a third global carrier better able to compete against the far larger United Airlines Inc. and Delta Air Lines Inc,, which both benefited from mergers' The unsecured creditors of American Airlines'bankrupt parent company, AMR Corp., have also been advocating for the deal's approval, saying the merger was a critical component of AMR's reorganization plan. The government and the airlines have been trying to negotiate a resolution since Judge folla?-fotelly urged them to meet with a mediator and consider settling the case, but attorneys for US Airways and American have refused to discuss the settlement talks, saying they were prepared to defend the merger in the courtroom and it would be "inapþropriate" to provide revelations about any discussions with the trial drawing near' Spookeswomen for the airlines and the DOJ declined to comment on the matter' Southwest is represented by Vinson & Elkins LLP. US Airways is represented by O'Melveny & Myers LLP, Cadwalader Wickersham & Taft LLP and Dechert LLP. AMR is represented by Jones Day and Paul Hastings LLP. The case is U,S. et al. v, US Airways Group Inc. et al,, case number 1:13-cv-01236, in the U,S. District Court for the District of Columbia. The bankruptcy case is In re: AMR Corp', case number 1:11-bk-15463, in the U.S, Bankruptcy Court for the Southern District of New York. --Additional reporting by Erica Teichert and Dan Prochilo..Editing by Edrien ne Su, All Content O 2003-2013, Portfolio Media, Inc mhtml:file://H:\pID\Vic\AA US Air Working file pdflsouthwest To Push For Slot Sales In... 5l1912016 Case Docixment 107 Filed 10/10/13 Page 1 of 10 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, et ai., Plaintiffs, CivilAction No. 13-cv?1236 (CKK) (Before Special Master Levie) US AIRWAYS GROUP, INC., et a1., Defendants. SPECIAL MASTER REPORT AND RECOMMENDATION #2 Pending before the Special Master is Defendants? Motion to Compel Production of Relevant Facts Obtained From Third-Party Interviews. For the reasons that follow, the Special MaSter recommends that the Court deny this motion. 1. Introduction Defendants are two large ?legacy? airlines who announced plans in early 2013 to merge. The Department of Justice six state Attorneys General], and the District of Columbia filed suit to challenge the merger in August 2013. [Doc No. The Court has referred this case to the Special Master for purposes of managing discovery and adjudicating discovery disputes. [Doc. No. 69]. I On August 30, 2013, Defendants served their ?rst interrogatories on Plaintiffs. Plaintiffs objected to Defendants? lnterrogatory No. 1, after which Defendants submitted the instant The Attorney General for the State of Texas has since reached a settlement agreement on these matters with Defendants and has withdrawn from the litigation. [Doc. No. 95]. Case Document 107 Filed 10/10/13 Page 2 of 10 motion and accompanying exhibits. Plaintiffs have served an opposition, and Defendants filed a reply. The Special Master has considered the written arguments, along with those made during oral argument on September 30, 2013. The matter is now ripe for resolution. 11. Arguments of the Parties Defendants? Interrogatory No. i asks Plaintiffs to [i]dentify'each Person interviewed by the Plaintiffs (either together or independently) pursuant to the Investigation of the challenged Transaction and provide all factual information obtained from these individuals and entities through such interviews that is relevant to Plaintiffs? claims in this case. (Def. Mot. to Compel Production of Factual Materials and Information Regarding Approval of Four Prior Airline Mergers Exh. at 0042).2 Defendants assert that ?the interrogatory seeks only routine pretrial discovery of facts not interview memoranda, attorney notes, or other work product . . . (Mot. at 1) and that the interrogatory does not seek information protected by the work product doctrine. (Mot. at 1). According to Defendants, the doctrine ?does not protect the identities of third parties interviewed by the opposing party?s attorney or the relevant facts obtained through these interviews.? (Mot. at 3). Plaintiffs argue that this. interrogatory seeks material protected by the work product doctrine because it seeks information derived from ?oral statements from witnesses.? [Opp at 3 (quoting In re Sealed Case, 856 F.2d 268, 273 (DC. Cir. 1988))]. Plaintiffs aver that they have provided Defendants with ?the names of individuals likely to have discoverable information and all non-party documents and data received during Plaintiffs? investigations.? From such disclosures, Plaintiffs assert that Defendants are in a position independently to discover any facts 2 Defendants? proposed order essentially tracks the wording of the interrogatory. 2 Case Document 107 Filed 10/10/13 Page 3 of 10 that Plaintiffs obtained while interviewing third parties. (Opp. at 3). Plaintiffs further contend that, because they have provided the identities of persons likely to have discoverable material, the work product doctrine protects them from having to provide Defendants with a list of all people interviewed during Plaintiffs? investigation of the merger. (Opp. at 3). Legal Standard The work product doctrine protects material ?prepared in anticipation of litigation or for trial? by an attorney or an attorney?s agent. [Fed R. Civ. P. Hickman v. Taylor, 329 US. 495, 510-514 (1947)]. ?The purpose of the work-product privilege is to ensure that ?a lawyer [can] work with a certain degree of privacy, free from unnecessary intrusion by opposing parties and their counsel,? and to permit attorneys to ?assemble information, sift what [they] consider[ to be relevant from the irrelevant facts, prepare [their] legal theories and plan [their[ strategies[ without undue and needless interference.? [Judicial Watch, Inc. v. US. Dep ?t of Homeland Security, 926 F. Supp. 2d 121, 137 (BBC. 2013) (quoting Hickman, 329 US. at 510? The party invoking the work product protection, in this case Plaintiffs, bears the burden of demonstrating with ?reasonable certainty? that it applies to the material at issue. [In re Subpoena Dulces ecum Issued to Commodity: Futures Trading Comm 439 F.3d 740, 750-51 (DC. Cir. 2006)]. Two types of work product exist: (1) fact workproduct and (2) opinion work product. ?To the extent that work product contains relevant, nonprivileged facts, the [work product doctrine] merely shifts the standard presumption in favor of discovery and requires the party seeking discovery to show 'adequate reasons' why the work product should be subject to discovery. However, to the extent that work product reveals the opinions, judgments, and Case Document 107 Filed 10/10/13 Page 4 of 10 thought processes of counsel, it receives some higher level of protection, and a party seeking discovery must show extraordinary justification." [In re Sealed Case, 676 F.2d 793, 809-10 (DC. Cir. 1982)]. IV. Discussion Defendants contend that the work product doctrine is inapplicable to this matter because the contested interrogatory seeks only ?facts,? and not a summary of the interview or interview notes. It is true that, on its face, Rule 26(b) protects only ?documents and tangible things? generated in preparation for litigation. Hickman, however, expressly protects not just tangible information, but an attorney?s ?mental impressions? and ?thoughts.? (Hickman, 239 US. at 511). ?Thus, Hickman provides work-product protection for intangible work product independent of Rule [United States v. Deloiire LLP, 610 F.3d 129, 136 (DC. Cir. Facts that I Plaintiffs gleaned from the interview process fall into this category. Indeed, the information that Defendants refer to as ?routine pretrial discovery of facts? was generated by DOJ attorneys, who issued questions to third parties based on the attorneys? beliefs that the particular questions asked were likely to produce information relevant to what has become the instant litigation. The situation is similar to that considered by the DC. Circuit in In re Sealed Case, where the Court rejected a party?s efforts to garner information in the form of attorneys? ?mental impressions of witness interviews.? (856 F.2d at 273). In making that ruling, the DC. Circuit speci?cally noted that ?[t]he work product doctrine re?ects the strong public policy against invading the privacy of an attorney?s course of preparation.? [1d, (citing Hickman, 329 us. at 510)]. 3 To the extent that Defendants rely on United States v. Dean Foods Company, 2010 WL 3980185 at *4 (ED. Wis. 2010) to support their contention that the material sought is not work product, the Special Master notes that, in Dean Foods, the court determined that only a ?written and verbatim record? of witnesses statements would qualify as protected work product. By contrast, in this jurisdiction, the DC Circuit has expressly held that both recorded and non-recorded recollections of interviews quali?es for such protection. (See Deloitte, 610 F.3d at 136). 4 Case Document 107 Filed 10/10/13 Page 5 of 10 That the interrogatory at issue in this Motion nominally seeks only ?facts? and not such ?mental impressions? in this case is a distinction without a difference. ?Either way, [Defendants are] asking opposing counsel to produce a document prepared by counsel that divulges what counsel learned from interviewing potential witnesses in anticipation of litigation.? C. v. Sentinel Group, Inc., 2010 WL 4977220 at *7 (ND. 111. Dec. 2, 2010)]. As the Court noted in Sentinel, one of the purposes of the work product doctrine is ??to limit the circumstances in which attorneys may piggyback on the fact-finding investigation of their more diligent counterparts? [Id at *7 (citing Sandra TE. v. South Berwyn School District 100, 600 F.3d 612, 622 (7th Cir. 2010)]. It cannot seriously be questioned that the act of interviewing here was undertaken for the purpose of gathering facts and information in connection with making a decision whether or not to challenge the proposed merger. In such circumstances it is still subject to work product protection. While Defendants are correct that ?[c]ounsel or litigants cannot use the work product doctrineto hide facts underlying the litigation from discovery,? [United States v. Int Inc, 187 F.R.D. 152-, 156 (D. Del. 1999)], the underlying factual background for-this Motion does not suggest a ?hide the ball? approach by Plaintiffs. Here, Plaintiffs have provided Defendants with a list of all persons likely to have discoverable information. Using this information, Defendants may conduct their own investigation and independently obtain facts and reach their own conclusions about the utility and importance of. any information. The reality is that the interrogatory at issue ultimately is an effort by Defendants to find out what facts were important to Plaintiffs. From such factual analysis it is a very small step to looking at the facts deemed relevant to Plaintiffs? counsel and deriving insight and understanding into the legal theories and approaches of Plaintiffs. [Chiperas v. Rubin, 1998 .WL 531845 at *1 Case Document 107 Filed 10/10/13 Page 6 of 10 (BBC. Aug. 24, 1998)]. In sum, the Special Master recommends that the Court ?nd that the information sought in lnterrogatory No. i quali?es for protection under the work ?product doctrine. The work product doctrine, however, is a quali?ed protection, and factual work product is obtainable upon an adequate showing of substantial need and an inability to obtain substantially equivalent material by other means without undue hardship. [See Upjohn Co. v. US, 449 US. 383, 401-02 (1981); Fed. R. Civ. P. 26(b)(3(A)(ii) (substantially the same as the version of Rule 26 cited in Upjohn)]. Opinion work product, on the other hand, is ?virtually undiscoverable,? requiring a showing of ?extraordinary justification.? [Yeda Research Dev. Co. v. Abbott C0. KG, 2013 US. Dist. LEXIS 84948 at *27 (D.D.C. June 17, 2013) (quoting Director, Office of Thrift Supervision v. Vinson Elkins LLP, 124 F.3d 1304, 1307 (DC. Cir. 1997), and In re Sealed Case, 1676 F.2d at 809-10]. The Special Master concludes that this material is protected opinion work product. Hickman notes that part of an attorney?s protected duties include ?sift[ing] what he [or she] considers to be the relevant from the. irrelevant facts.? (Hickman, 329 US at 511). The questions that an attorney asks an interviewee are designed to produce useful and hopefully relevant information from that interviewee, such that the "facts elicited necessarily re?ect a focus chosen by the lawyer.? [In re Vitamins Antitrust Litig, 211 F.R.D. 1, 5 (BBC. 2002) (internal citations omitted)]. Likewise, the information that an attorney chooses to record is almost certainly the material that he orshe deems important to the case at hand. ?[E]ven if it can be agreed upon that a collection of materials or statements constitute ?facts,? the collection of materials or statements might nonetheless reveal an attorney?s thought processes and mental impressions of the case, Case Document 107 Filed 10/10/13 Page7of10 thereby converting the information into ?opinion? work product. Also, the facts elicited from an investigation may be, in some cases, necessarily reflective of an attorney?s focus in a case.? v. Clemens, 793 F. Supp. 236, 245 (D.D.C. 2011) (citing Of?ce ofThrift Supervision, 124 F.3d at 1308; In re Sealed Case, 124 F.3d at 236)]. The record here suggests that the factual material at issue for purposes of this Motion is inextricably intertwined with the mental processes of the attorney. ?Where the factual and Opinion work product are so intertwined in a document that it is impossible to segregate and disclose the purely factual part, any disclosure would violate the protections afforded by the work product doctrine since,_rin that case, the entire document discloses the mental impression of an attorney or her agent.? v. Boehringer Ingelheim Pharma, Inc, 286 F.R.D. 101, 108 (D.D.C. 2012) (citing In re Vitamins Antitrust Litig, 211 .R.D1 at For similar reasons, the complete list of individuals with whom Plaintiffs spoke is also protected opinion work product. Plaintiffs have provided Defendants with the names of persons - having discoverable information. Requiring Plaintiffs to also disclose the names of individuals who Plaintiffs interviewed, but found not to have discoverable information, would force Plaintiffs to disclose ?which individuals [Plaintiffs? counsel] consider[s] more or less valuable as witnesses and how [he or she] [is] preparing for trial.? [Tracy v. VR, Inc, 250 F.R.D. 130, 132 (W.D.N.Y. 2008) (quoting United States v. District Council of New York City and Vicinity of the Union Bhd. OfCarpenters, 1992 WL 208284 at *10 (S.D.N.Y. Aug. 18, 1992))]. Finally, even if the material were considered to be fact, and not opinion, work product, Defendants have not put forth the requisite showing of ?substantial need? and ?undue hardship? necessary to overcome the doctrine. [See FED. R. CIV. P. ?In evaluating whether there 4 Requiring attorneys to use their recollection of interviews is similarly at odds with the reasons underlying the work product doctrine. Case1:13-cv-o1236-CKK Document 107 Filed 10/10/13 Page 8 of 10 is a substantial need, courts have considered factors including: [the] importance of the materials to the party seeking them for case preparation; (2) the dif?culty the party will have obtaining them by other means; and (3) the likelihood that the party, even if he [or she] obtains the information by independent means, will not have the substantial equivalent of the documents he seeks."' [Yeda, 2013 US. Dist. LEXIS 84948 at *28-29 (quoting MeadWestvaco Corp. v. Rexam PLC, 2011 US. Dist. LEXIS 78028 at *4 (ED. Va. July 18, 2011))]. Noting'Defendants? need to prepare, Plaintiffs represent that they have provided Defendants'with the ?names of individuals likely to have discoverable information and all non- I party documents and data received during Plaintiffs investigations.? (Opp. at 3). In light of the substantial discovery already provided to Defendants, Defendants have not established that the speci?c information Plaintiffs obtained in the third party interviews is so significant that it would justify overcoming the very strong preference for protecting work product. (See Deloitte, 610 F.3d at 135). Furthermore, Defendants have not presented any evidence suggesting that they are unable to interview the individuals named by Plaintiffs or that they have any reason to believe that they would not obtain substantially similar facts from the witnesses in question. Likewise, Defendants have not shown that obtaining the factual information sought would place an ?undue burden? or undue hardship upon them. As one court has said, ?[t]his case is not a story of David versus Goliath. Here, Plaintiffs and [Defendants] are both Goliath they have equal means to obtain the information [Defendants?] interrogatories seekf? [P1.?Exh. B, ?Order Denying Motion to Compel Responses to Interrogatories,? United States v. Blue Cross Blue Shield ofMichigan, Civ. N0. 10-14155-DPH-MKM Doc. No. 178 at 5 (D. Mich. 2012)]. Case Document 107 Filed 10/10113 Page 9 of 10 With regard to the persons interviewed but not identi?ed by Plaintiffs, the Special Master is not persuaded by Defendants? explanation as to why they need this information. To use the example offered by Defendants at oral argument, Plaintiffs may have interviewed two travel agents, one of whom offered an opinion indicating that the merger would hurt consumers, and another who indicated that the merger would have a positive impact. According to Defendants? argument, Plaintiffs may have only provided the name of the ?rst agent to Defendants, and not the second, as the ?rst would be the only witness with ?useful? information. Defendants contend that this selection would deprive Defendants of information that would tend to bolster Defendants? contention that the merger will have procompetitive effects. Nothing in the scenario posited by Defendants, however, prevents Defendants from ?nding their own travel agent to testify that the merger will affect consumers positively. Defendants have not explained why access to the speci?c agent interViewed by Plaintiffs would be a more powerful witness than an agent that Defendants independently might ?nd and develop as a witness. Defendants similarly have failed to show why they are unable ?to procure equivalent information 'without undue hardship.? [United States v. Marine Svcs., 905 F. Supp. 2d 101, 138 (D.D.C. 2012) (quoting Deloitte, 610 F.3d at 135)]. There is no evidence in the record suggesting that Defendants lack the resources to develop a case to rebut Plaintiffs? allegations and support Defendants? case. For these reasons, the Special Master does not accept Defendants? contention that they have a signi?cant need for access to this information. Case Document 107 Filed 10/10/13 Page 10 of 10 V. Conclusion For the foregoing reasons, the Special Master recommends that the Court deny Defendants? Motion to Compel Production of Interview-Related Work Product. -/s/H0n. Richard A. Levie (Ret.) Hon. Richard A. Levie (Ret.) Special Master Texas AG Drops Antitrust Challenge To US Airways-AA Merger - Law360 Page 1 of2 Portfolio Media, Inc. 860 Broadway, 6th Floor I New York, NY 10003 www,law360.com Phone: +1 646 783 7100 Fax: +l 646 783 7767 customerservice@law36o,com Texas AG Drops Antitrust Challenge To US Airways- AA Merger By Kelly Knaub Law360, New York (October OI,2OI3,8:14 PM ET) -- Texas Attorney General Greg Abbott said Tuesday that he had pulled out of a U.S, Department of Justice lawsuit challenging the proposed $11 billion merger of US Airways and American Airlines, saying he has reached an agreement with the companies. The state joined the DOJ, along with Arizona, Florida, Pennsylvania, Tennessee, Virginia and the District of Columbia, to file the complaint challenging the merger in federal court on Aug. 13, saying it was concerned about the potential for reduced airline service to some of Texas' smaller airports in rural areas. But under the settlement, the new American Airlines has agreed to maintain scheduled daily serviceto 22 airports throughout the state, including more than a dozen smaller airports in rural areas, the attorney general said. In addition, the airlines agreed to maintain the Dallas-Fort Worth International Airport as a large hub for the combined airline and to keep the merged company's headquarters in the Dallas-Fort Wotth metropolitan area, which had been another concern of the state. "Today's agreement ensures that thousands of jobs will remain in Texas and that Texans traveling by air - especially those who fly in and out of rural cities across the state, including members of the military - will continue to benefit from daily flight service," Abbott said in a statement, "Our negotiations confirmed that the airline will preserve competition in the marketplace, maintain important routes in Texas and protect jobs." The deal, announced in February, is part of a plan to bring American Airlines' parent AMR Corp. out of bankruptcy, and had already won approval from creditors, European competition regulators and both airlines'unions before the DOJ launched its challenge. The suit warns that the deal would create the world's largest airline by passenger volume, curb competition in key U.S, hubs and lead to higher fares. Both airlines said in August that they would vigorously defend what they called a procompetitive merger that would give customers more, not fewer, choices' AMR Chairman, President and CEO Tom Horton applauded Abbott for supporting the merger, saying he was pleased to find common ground and gain the suppoft of the attorney general in the company's home state, "This merger will enhance job security and career opportunities for our combined Texas based employee base of nearly 25,OOO," he said. The Allied Pilots Association, which represents American Airlines' 10,000 pilots, had mhtml:file://H:\PlD\Vic\AA US Air V/orking file pdflTexas AG Drops Antitrust Challeng.,. 511912016 Texas AG Drops Antitrust Challenge To US Airways-AA Merger - Law360 Page2 of 2 criticized Abbott several days after the DOJ suit was filed, warning that his decision to fight the merger could end up harming the Texas residents served by the very same local routes and jobs the attorney general has said he would protect. "If American Airlines and US Airways are not permitted to merge, American Airlines would emerge from bankruptcy as a standalone airline in a weak competitive position," APA wrote in an open letter to Abbott. "The airline could then be forced to shed less profitable routes, affecting the very same markets in rural Texas that you voice concern about in opposing the merger." Although the attorney general mentioned the larger concerns of the DOJ suit when the state joined the complaint in August - citing "decreased competition, higher airfares and fees, reduced service and downgraded amenities" - Abbott did not address those issues in Tuesday's announcement, --Additional reporting by Liz Hoffman, Melissa Lipman, Jonathan Randles and Maria Chutchian. Editing by Andrew Park, All Content O 2003-2013, Poltfolio Media, Inc' mhtml:file://H:\PlD\Vic\AA US Air V/orking file pdflTexas AG Drops Antitrust Challeng"' 511912016 AGREEMENT This Settlement Agreement (?Agreement?) is made and entered into by and between the Attorney General of Texas (?Attorney General?) and AMR Corporation and US Airways Group, inc. Airways?), together the ?Merged Company." WHEREAS, AMR and US Airways came to an agreement on February 13, 2013, providing fora proposed merger (?Merger?) of AMR with US Airways; and WHEREAS, the Attorney General, in conjunction with the Attorneys General of Arizona, Virginia, Florida, Tennessee, Michigan, and the District of Columbia, and the U.S. Department of Justice, ?led suit in the U.S. District Court for the District of Columbia on August 13, 2013, claiming that the Merger would violate Section 7 of the Clayton Act, 15 U.S.C. 18; and WHEREAS, the Attorney General, AMR, and US Airways wish to resolve any and all issues, allegations, and/or claims solely of the Attorney General based upon the ongoing litigation; and WHEREAS, AMR and US Airways intend to bind themselves and the Merged Company to the undertakings hereunder by execution of this Agreement; NOW THEREFORE, the Attorney General, AMR, and US Airways hereby enter into this Agreement, and agree as follows: I. DISMISSAL WITH PREJUDICE The Attorney General will dismiss with prejudice the claims filed by the Attorney General in the action captioned United States et al v. US Airways Group, Inc. and AMR Corporation, Civil Action No. II. AMR AND US AIRWAYS COMMITMENTS 'ro TEXAS OPERATIONS A. Continued Service to Texas Airports: The Merged Company will maintain scheduled daily service (holidays excepted) to each of the following 'l?exas airports: Abilene Regional Airport International Airport Brownsville/South Padre Island International Airport Corpus Christi International Airport Dallas/Fort Worth International Airport East Texas Regional Airport Page 2 4 AMR-US Airways Merger Easterwood Airport El Paso International Airport Houston William P. Hobby Airport Houston George Bush Intercontinental Airport Jack Brooks Regional Airport Killeen-Fort I-Iood Regional Airport Laredo International Airport Lubbock Preston Smith International Airport McAllen?Miller International Airport Midland International Airport Rick Husband Amarillo International Airport San Angelo Regional Airport San Antonio International Airport Tyler Pounds Regional Airport Waco Regional Airport Wichita Falls Regional Airport 13. Hub Stalusfbr The Merged Company will maintain Dallas/Fort Worth International Airport as a ?large hub airport? as that term is de?ned in 49 U.S.C. 47102. C. Headquarters: The Merged Company will maintain its corporate headquarters in the Dallas/Fort Worth metropolitan area. D. Annual Letter of Compliance: The Merged Company shall annually certify to the Attorney General that it is in full compliance with Section of this Agreement. E. Conditions Precedent: The obligations of AMR, US Airways and the Merged Company under Section II of this Agreement are conditioned upon AMR and US Airways closing the Merger. ENFORCEMENT AND Rammuas A. In the event ot?a breach of this Agreement, any of the parties may take such action as necessary to enforce or interpret the provisions of this Agreement. Any such action may be brought in any state court within the State of Texas in which venue is proper, and the parties shall consent to the jurisdiction of such Court. The parties waive any and all rights to a jury trial. Parties will make efforts to explore expeditious mediation of any dispute arising under this Agreement before any such action is filed. 13. AMR and US Airways agree for themselves and for the Merged Company that this Agreement constitutes a voluntary undertaking on their part and that it may be enforced under the laws of the State of Texas. The Parties reserve all rights regarding any and all remedies that may be sought. AMR and US Airways recognize that the Attorney General?s remedy at law for a violation of this Agreement may be inadequate. AMR and US Airways agree that, in any action to enforce the terms of this Agreement, a Page 3 I4 Airways Merger court shall have the authority to award equitable relief, including speci?c performance for future commitments required under this Agreement. IV. NOTICES A. To the extent reasonably practicable, and only if the merger is closed, the Merged Company shall provide three (3) months? notice to the Attorney General of any reduction or elimination in service to the airports listed in Section ILA. of this Agreement. B. All notices required or permitted under this Agreement shall be provided in writing to the addresses below. For the Attorney General of Texas: Of?ce of the Attorney General of Texas Consumer Protection Division Antitrust Section 300 w. 15?? Street Austin, Texas 78701 For the Merged Company: Of?ce of the General Counsel American Airlines Group 4333 Aaron Carter, Blvd. Fort Worth, Texas 76155 V. MISCELLANEOUS PROVISIONS A. Force Majeure/Malerial Adverse Change: The Merged Airline shall not be deemed in violation of this Agreement if it fails to comply with any provision herein due to (I) force maieure events including, without limitation, strikes, boycotts, labor disputes, embargoes, acts of God, acts of the public enemy, acts of a governmental authority, terrorism, riots, rebellion, sabotage, quarantine restrictions, lockouts, war, epidemics, volcanic eruptions, wild ?res, or extraordinary security requirements (?Force Majeure?), or (2) any material adverse change in the Merged Company?s cost to comply with such provision (?Material Adverse Change?). Should any such Force Maj cure or Material Adverse Change occur, the Merged Company will provide notice to the Attorney General as soon as reasonably practicable, and provide documentation of the circumstances, as reasonably requested by the Attorney General. In addition, to the extent the Force Majcure or Material Adverse Change are of limited duration, the Merged Airline will resume its obligations hereunder as soon as reasonably practicable. B. Modification or Termination: AMR, US Airways, and the Merged Company may seek to modify or terminate this Agreement. In the event of severe adverse economic conditions during the term of this Agreement, which conditions are unrelated to a force majeure event covered by Section V.A., above, the Merged Company may request the Page 4 I 4 AMR-US Airways Merger Attorney General?s consent to a modi?cation or termination of the Agreement, which may be granted in the sole discretion of the Attorney General acting in good faith. C. No Third Party Bene?ciaries Intended: This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies, including rights as a third party bene?ciary. This Agreement is not intended to create a private right of action on the part of any person or entity other than the parties hereto. D. Other Agreements: This Agreement shall have no effect on the provisions of existing agreements between AMR and the Dallas/Fort Worth international Airport or US Airways and the Dallas/Fort Worth International Airport, or any other agreement between the AMR or US Airways and the airports listed in Section II.A., which agreements shall continue in effect in accordance with their terms. E. Duration This Agreement shall terminate on the third anniversary of the date on which the AMR and US Airways close their merger and following the submission of the required certi?cation under Section ILD. F. Each party bear shall bear its own attorney fees and other litigation costs. G. Entire Agreement: This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the Merger and the other matters covered by this Agreement. H. Counterparts: This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. Facsimile copies of this Agreement and the signatures hereto may be used with the same rowan as an original. Dated: September 30 ,20l3 :i?h0111as W. ~Iorton Chairman, President, and CEO AMR Corporat' Dated: September so .2013 i, i (bx W. Douglas Parkin- Chairman Chief Exec 've Of?cer Dated: September 30 2013 October 1, 2013 The Honorable Colleen Kollar-Kotelly United States District Court for the District of Columbia 333 Constitution Avenue, NW Washington, DC 20001 Re: submitted via ECF United States, et al. v. US Airways Group, Inc., and AMR Corporation Case No. 1:13-cv-01236-CKK Notice of Settlement of the Claims of the State of Texas Judge Kollar-Kotelly: The State of Texas wishes to notify the Court that it has entered into a settlement agreement with US Airways Group, Inc. and AMR Corporation. The agreement resolves the claims of the State of Texas, but it does not purport to address the claims of the other plaintiff states or the Department of Justice. The State of Texas is in the process of meeting and conferring with all parties to the litigation to notify them of the settlement. Once we can assure the court that no party opposes our position, the State of Texas will file its Motion to Voluntarily Dismiss its Claims with Prejudice. Regards, /s/ Mark A. Levy Mark A. Levy Assistant Attorney General Office of the Attorney General of Texas Consumer Protection Division – Antitrust Section 300 W. 15th Street, 7th Floor Austin, Texas 78701 Telephone: 512-936-1847 Facsimile: 512-320-0975 Mark.Levy@texasattorneygeneral.gov cc: All Counsel POST OFFICE BOX 12548, AUSTIN, TEXAS 78711-2548 TEL:(512) 463-2100 WEB: An Equal Employment Opportunity Employer · Printed on Recycled Paper WWW.OAG.STATE.TX.US Union Backs AA-US Airways Deal In Bid To Enter Suit - Law360 Page I of2 portfolio Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www.law360.com phone: +1 646783 71OO I Fax: +L6467837761 customerservice@law36o.com Union Backs AA-US Airways Deal In Bid To Enter Suit By Alex Lawson Law360, New York (October 02,2013,7:54 PM ET) -- The union representing more than 23,OOO American Airlines Inc. workers backed the company's $11 billion mergerwith US Airways Group Inc. on Wednesday as it moved to intervene in U.S, antitrust authorities' suit aimed at blocking the deal, arguing the merger is in the best interest of the bankrupt airline's workers. The Transport Workers Union of America said the post-merger incarnation of American will be in a better position to compete with other industry titans like Delta Air Lines Inc' and United Air Lines Inc. that have also benefited from high-profile mergers and would give its workers the best chance of keeping their jobs' "Without the merger, the stand-alone American Airlines will find it more difficult to compete effectiveìy against its much larger rivals ... which will continue to be much larger in both size and netwórk scope," TWU said. "Over time, the risk to TWU-represented employees and their families is increased'" The underlying suit was brought by the U.S. Department of Justice and attorneys general from sii states and the District of Columbia, who claim the merger will curb competition in key U.S, hubs and lead to higher fares, But the TWU, an AFL-CIO affiliate, determined during its close participation in American's ongoing bankruptcy proceedings that the deal would ultimately be a benefit for its workers. ,.It is certainly unprecedented for unions to play an instrumental role in bringing about a merger, as TWU and other unions did in this case," TWU told the court' "Those facts alone demónstrate how deeply convinced are TWU and the other unions that the merger ... is the best path," The union also pointed out that under a plan it has negotiated with US Airways, American employees stand to receive a 4.3 percent pay increase upon completion of the merger/ which would not come to fruition if the government succeeds in defeating or substantially altering the pact. that it satisfied the legal hurdles for intervention because it has a legally protectable interest that is threatened by the action and that the airlines cannot TWU told the court provide adequate representation for TWU members. Attorneys for the union and the airlines did not immediately respond to requests for comment WednesdaY. mhtml:file://H:\plD\Vic\AA US Air Working file pdf\Union Backs AA-US Airways Deal ... 511912016 Union Backs AA-US Airways Deal In Bid To Enter Suit - Law360 Page2 of2 TWU is represented by Jeffrey Blumenfeld and Sharon L, Levine of Lowenstein Sandler LLP and Richard S, Edelman of O'Donnell Schwartz & Anderson PC. US Airways is represented by O'Melveny & Myers LLP, Cadwalader Wickersham & Taft LLP and Dechert LLP. AMR is represented by Jones Day and Paul Hastings LLP, The case is U.S. v. US Airways Group Inc, et al., case number 1:13-cv-01236, in the U.S District Court for the District of Columbia. --Additional reporting- b--y, Li.z Hoffman and Stewart Bishop. Edi_ting- by.Phil!p,S*hea All Content @ 2003-2013, Portfolio Medla, Inc. mhtml:lrle://H:\PlDWic\AA US Air Working file pdflUnion Backs AA-US Airways Deal ... 511912016 Page 1 Union Says Antitrust Suit Irrelevant To AMR, US Airways Plan - Law360 of2 Lnw portfol¡o Media, Inc. 860 Broadway, 6th Floor I New York, NY 10003 www.law360'com Phone: +1 646 783 7100 Fax: +1 646 783 7t6L I customerservice@law36o.com Union Says Antitrust Suit Irrelevant To AMR' US Airways Plan By Stewart Bishop -- The Transpoft Workers Union of America on Wednesday urged a New York bankruptcy court to approve a reorganization plan that would unite American Airlines'parent company and US Airways Group Inc., ärguing the U.S. Department of Justice's antitrust suit aiming to scuttle the merger is irrelevant. Law36O, New York (August 2L,20!3,3:31 PM ET) The AFL-CIO member contends that neither the filing of the DOJ's action nor the outcome of the litigation are of concern as to whetherthe plan should be confirmed' While regulatory approval is key to the plan becoming effective, issues such as plan feasibility anã claim classification aien't impacted by thr antitrust litigation, according to the union. "TWU submits that the plan satisfies all of the Bankruptcy Code's requirements for confirmation and imploies this court to enter an order confirming the plan," it said in a statement, The union noted the plan enjoys broad suppott among the involved constituencies, including labor, creditors and the Pension Benefit Guaranty Corporation. Just days before the confirmation hearing, the DOJ and attorneys general from six states and the District of Columbia filed the suit in D,C, federal court last week. They contend the merger, which would create the world's largest airline by passenger volume, would curb competition in key U.S. hubs and lead to higher fares, according to coutt documents. '.If this merger goes forward, even a small increase in the price of airline tickets, checked bags or fligñt chlnge fees would result in hundreds of millions of dollars of harm to American conrum"is," Bill Baer, assistant attorney general in charge of the DOJ's antitrust division, said at the time, The union contends this argument misses the mark, since a combined airline would enhance competition with õttrer major carriers like Delta Airlines and United Airlines passengers both of which underwent similar mergers in the recent past - as well as offer more options and better service. "TWU believes the antitrust litigation will be resolved in favor of the merger and the transaction will close," the statement said. At a hearing last week, U.S. Bankruptcy Judge Sean H' Lane asked for supplemental the briefs from American þarent AMR Corp., as well as the creditors'committee, on how plan. reorganization company's bankrupt of the DOJ's suit can impact the confirmation Both the airlines and the DOJ have sworn they are not interested in a settlement of mhtml:file://H:\pIDWic\AA US Air V/orking file pdf\Union Says Antitrust Suit Irrelevant .'. 5l1912016 Union Says Antitrust Suit Inelevant To AMR, US Airways Plan - Law360 Page2 of 2 the antitrust action, setting the stage for a fiercely fought case that attorneys have said they're eager to bring to trial, Most industry watchers had predicted a relatively smooth ride for the tie-up, which would see US Airways rescue American from bankruptcy, Shareholders approved the deal last month. Only 13 of American and US Airways' routes compete on direct service, and the different hubs - Philadelphia, Phoenix and Charlotte, N.C,, for US Airways and Dallas, Chicago, New York and Miami for American - support the idea of an airline with more options for consumers. But Washington's Reagan National Airpoft is a trouble spot, the DOJ said. A combined USAmerican would control 69 percent of takeoff and landing slots at Reagan, which Baer said gives it a virtual stranglehold on service to and from the nation's capital. The European Commission, however, signed off on the deal earlier this month on the condition that the carriers shed a pair of slots at London's Heathrow Airport to promote competition on flights to Philadelphia. TWU is represented by Sharon L. Levine, Paul Kizel, S. Jason Teele and Tania Ingman of Lowenstein Sandler LLP. AMR is represented by Harvey R. Miller, Stephen Karotkin and Alfredo R, Perez of Weil Gotshal & Manges LLP. The case is In re: AMR Corp., case number 1:11-bk-15463,in the U,S. Bankruptcy Coutt for the Southern District of New York. --Additional reporting by Drew Singer, Liz Hoffman and Natalie Rodriguez, Editing by Philip Shea, All Content @ 2003-2013, Portfolio Media, Inc, mhtml:file://H:\PIDWic\AA US Air V/orking f,rle pdflUnion Says Antitrust Suit Irrelevant ... 511912016 US Air, AA Ready To Defend Merger Deal In Trial, Atty Says - Law360 Page I of 2 Lnw Portfolio Media. Inc. 860 Broadway, 6th Floor I New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +I 646 783 7L6I I customerservice@law36o.com tIS Air, AA Ready To Defend Merger Deal In Trial' Atty By Erica Says Teichert -- Attorneys for US Airways Group Inc, and American Airlines Inc. on Wednesday refused to discuss any settlement talks they've had with the federal government over the airlines' proposed merger, saying they are prepared to defend the deal during next month's trial' Law36O, Washington (October 30,20t3,2:18 PM ET) Although U.S, District Judge Colleen Kollar-Kotelly previously urged both sides to meet with a mediator and consider settling the government's case, US Airways attorney Richard Parker said it was "inappropriate" to discuss any discussions with the trial looming closer, "She asked for a mediator," Parker told reporters Wednesday. "When the judge asks us to do that, we do that, but I can't comment on any other aspect of settlement or mediation, It's just not appropriate." DOJ and attorneys general from five states and the District of Columbia argue the merger would curb competition in key U.S. hubs and lead to higher fares' The In the suit, the suit was unexpected given the fact that shareholders, creditors and European antitrust officials had already signed off on the deal, If the judge overseeing the antitrust litigation decides to block the merger, AMR Corp., AmeriðanÈ parent, would have to return to bankruptcy court to come up with another plan to reorganize the company, In that situation, AMR would either have to find another merger partner or press forward with a stand-alone plan that would enable it to exit bankruptcy without the help of a merger. Although Parker noted that US Airways and American Airlines are "open" to discussions, he maintained that the proposed merger wouldn't violate antitrust law. "I think that the key issue in the case is competitive effects," he said. "We will show no matter how the market is defined that this merger is procompetitive, it's intended to be and it's likely effect will be procompetitive." The merger has received substantial support from a variety of stakeholders in the past few months, who have urged Attorney General Eric Holder to settle the suit' Representatives from the Chambers of Commerce for Boston, Chicago, Los Angeles, Miami, ehiladetphia and Washington, D.C,, among scores of other cities, told Holder last week that the newly formed American Airlines will offer new oppottunities to travelers and organizations, which will provide a boost for their member companies. The business organizations also touted the deal's positive impact on employment, telling mhtml:file://H:\PlD\Vic\AA US Air Working file pdf\US Air, AA Ready To Defend Merg... 511912016 US Air, AA Ready To Defend Merger Deal In Trial, Atty Says - Law360 Page2 of2 Holder that it will provide job security for the more than 100,000 employees of the two companies. In addition/ mayors from seven cities that serve as hubs for the two airlines pressed Holder to drop the suit last week, arguing that if the deal were to crumble, their cities would be at a competitive disadvantage against cities serving as Delta and United hubs, The mayors' letter came a week after a group of House Democrats threw their support behind the merger in a letterto President Barack Obama, That letter, signed by 68 Democratic members of Congress led by Reps. Marc Veasey, D-Texas, and Ed Pastor, DAriz., also asserted that the merger would actually boost competition rather than curb it as the DOJ has predicted. US Airways is represented by O'Melveny & Myers LLP, Cadwalader Wickersham & Taft LLP and Dechert LLP. AMR is represented by Jones Day and Paul Hastings LLP. The case is U,S, v, US Airways Group Inc. et al., case number 1:13-cv-01236, in the U.S, District Court for the District of Columbia. --Additional reporting by Alex Lawson. Editing by Jeremy Barker All Content @ 2003-2013, Poftfolio Media, Inc. mhtml:file://H:\PlDWic\AA US Air Working file pdflUS Air, AA Ready To Defend Merg... 511912016 Page 1 of2 US Airways, American Demand DOJ Docs On Airline Mergers - Law360 Lnw Portfolio Media, lnc, 860 Broadway, 6th Floor I New York, NY 10003 www.law360.com Phone: +1 646 783 7100 Fax: +1 646 783 7l6L I customerservice@law36o'com US Airways, American Demand DOJ Docs On Airline Mergers By Jeff S¡strunk PM ET) -- U.S. Airways Group Inc' and judge Friday to order the U'S. federal Washington a American Airline Inc. asked say will help them prove their they over documents hand Department of Justice to competition. help will actually embattled $11 billion merger Law36O, Los Angeles (September20,2OL3,6:51 U.S, Airways and American's bankrupt parent company, AMR Corp., filed a motion urging the court to compel production of studies, analyses and forecasts the DOJ used in approving four airline mergers over the last decade. The DOJ initially told the public each of the previous mergers would enhance competition and benefit travelers, but in its complaint challenging the current tie-up, it changed course and said they "hurt passengers" and that the proposed US Airways-American merger would exacerbate the harm, according to the motion. "Even more remarkable than DOJ's abrupt and unexplained reversal is the fact that it contends that the dramatic change in its view of consolidation in the airline industry is offlimits in the discovery process here," the motion said' The airlines are seeking documents related to the US Airways-America West Airlines merger in 2005; Delta Airlines' acquisition of Northwest Airlines in 2008; the United Airlines-Continental Airlines merger in 2010; and Southwest Airlines' purchase of AirTran in 2OtL, according to the motion' Those materials "reflect the facts, factual assumptions, and forecasts on which DOJ based its original conclusions that the service improvements and other consumer benefits expecied from the prior mergers would increase competition, notwithstanding any predicted fare effects on overlapping routes," the motion said. to prevent defendants from learning the facts on which it approved the other four mergers," the motion said. "But DOJ cannot assert that the American-US Airways mergei should be blocked because it could cause the same results as the prior r"rgérs, anð, at the same time, contend that those mergers have no relevance here." "DOJ seeks In a lawsuit filed Aug. 13, the DOJ and attorneys general from six states and the District of Columbia argued the merger, which would create the world's largest airline by passenger volurme, would curb competition in key U.S. hubs and lead to higher fares. The DOJ has said Washington's Reagan National Airport is a particular trouble spot. A combined US Airways-American would control 69 percent of takeoff and landing slots at Reagan, which officials said would give it a virtual stranglehold on service to and from the nation's capital. mhtml:file://H:\PlD\Vic\AA US Air Working file pdflUS Airways, American Demand DO,.. 511912016 US Airways, American Demand DOJ Docs On Airline Mergers - Law360 Page2 of2 The judge overseeing the antitrust litigation set a Nov. 25 trial date. The airlines set a Dec, 17 termination date for the merger if it has not gone into effect by that time, received U,S. Bankruptcy Judge Sean H. Lane's approval of its Chapter 11 reorganization plan, which hinges on the proposed merger with US Airways. The judge's approval of the plan does not allow the merger to go into effect, and if the court overseeing the antitrust litigation chooses to block the merger, AMR will return to bankruptcy court to determine its next step, AMR on Sept. 12 AMR entered bankruptcy in November 2011, It announced the merger earlier this year, which Judge Lane approved in March, The airlines also received the go-ahead from the European Commission, leaving the DOJ as its only roadblock. If it is consummated, the combined carrier would operate under the American Airlines name and offer flights to 336 locations in 56 countries, according to the airlines. US Airways is represented by O'Melveny & Myers LLP, Cadwalader Wickersham & Taft and Dechert LLP, AMR is represented by Jones Day and Paul Hastings LLP, LLP The case is U,S.A, v, US Airways Group Inc. et al., case number 1:13-cv-01236, in the U.S, District Court for the District of Columbia. --Additional reporting by Liz Hoffman and Maria Chutchian. Editing by John Quinn. All Content O 2003-2013, Portfolio Media, Inc, mhtml:file://H:\PID\Vic\AA US Air V/orking file pdflUS Airways, American Demand DO... 5l1912016 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 1 of 56 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA 450 Fifth Street Northwest, Suite 8000 Washington, DC 20530 STATE OF ARIZONA 1275 West Washington Phoenix, AZ 85007 DISTRICT OF COLUMBIA 441 Fourth Street Northwest, Suite 600 South Washington, DC 20001 STATE OF FLORIDA PL-01, The Capitol Tallahassee, FL 32399 COMMONWEALTH OF PENNSYLVANIA 14th Floor, Strawberry Square Harrisburg, PA 17120 STATE OF TENNESSEE 500 Charlotte Avenue Nashville, TN 37202 STATE OF TEXAS 300 W.15th Street, 7th Floor Austin, TX 78701 and Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 2 of 56 COMMONWEALTH OF VIRGINIA 900 East Main Street Richmond, VA 23219 Plaintiffs, v. US AIRWAYS GROUP, INC. 111 W. Rio Salado Parkway Tempe, AZ 85281 and AMR CORPORATION 4333 Amon Carter Boulevard Fort Worth, TX 76155 Defendants. COMPLAINT The United States of America, acting under the direction of the Attorney General of the United States, and the States of Arizona, Florida, Tennessee, Texas, the Commonwealths of Pennsylvania and Virginia, and the District of Columbia (“Plaintiff States”), acting by and through their respective Attorneys General, bring this civil action under federal antitrust law to enjoin the planned merger of two of the nation’s five major airlines, US Airways Group, Inc. (“US Airways”) and AMR Corporation (“American”), and to obtain equitable and other relief as appropriate. 2 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 3 of 56 I. INTRODUCTION 1. Millions of passengers depend on the airline industry to travel quickly, efficiently, and safely between various cities in the United States and throughout the world. Since 1978, the nation has relied on competition among airlines to promote affordability, innovation, and service and quality improvements. In recent years, however, the major airlines have, in tandem, raised fares, imposed new and higher fees, and reduced service. Competition has diminished and consumers have paid a heavy price. This merger—by creating the world’s largest airline— would, in the words of US Airways’ management, “finish[ ] industry evolution.” It would reduce the number of major domestic airlines from five to four, and the number of “legacy” airlines—today, Delta, United, American, and US Airways—from four to three. In so doing, it threatens substantial harm to consumers. Because of the size of the airline industry, if this merger were approved, even a small increase in the price of airline tickets, checked bags, or flight change fees would cause hundreds of millions of dollars of harm to American consumers annually. 2. American and US Airways compete directly on thousands of heavily traveled nonstop and connecting routes. Millions of passengers benefit each year from head-to-head competition that this merger would eliminate. With less competition, airlines can cut service and raise prices with less fear of competitive responses from rivals. 3. This merger will leave three very similar legacy airlines—Delta, United, and the new American—that past experience shows increasingly prefer tacit coordination over full-throated competition. By further reducing the number of legacy airlines and aligning the economic incentives of those that remain, the merger of US Airways and American would make it easier for the remaining airlines to cooperate, rather than compete, on price and service. That enhanced 3 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 4 of 56 cooperation is unlikely to be significantly disrupted by Southwest and JetBlue, which, while offering important competition on the routes they fly, have less extensive domestic and international route networks than the legacy airlines. 4. US Airways’ own executives—who would run the new American—have long been “proponents of consolidation.” US Airways believes that the industry—before 2005—had “too many” competitors, causing an “irrational business model.” Since 2005, there has been a wave of consolidation in the industry. US Airways has cheered these successive mergers, with its CEO stating in 2011 that “fewer airlines” is a “good thing.” US Airways’ President explained this thinking that same year: “Three successful fare increases – [we are] able to pass along to customers because of consolidation.” (emphasis added). Similarly, he boasted at a 2012 industry conference: “Consolidation has also . . . allowed the industry to do things like ancillary revenues [e.g., checked bag and ticket change fees] . . . . That is a structural permanent change to the industry and one that’s impossible to overstate the benefit from it.” In essence, industry consolidation has left fewer, more-similar airlines, making it easier for the remaining airlines to raise prices, impose new or higher baggage and other ancillary fees, and reduce capacity and service. This merger positions US Airways’ management to continue the trend—at the expense of consumers. 5. US Airways intends to do just that. If this merger were approved, US Airways would no longer need to offer low-fare options for certain travelers. For example, US Airways employs “Advantage Fares,” an aggressive discounting strategy aimed at undercutting the other legacy airlines’ nonstop fares with cheaper connecting service. US Airways’ hubs are in cities that generate less lucrative nonstop traffic than the other legacy airlines’ hubs. To compensate, US 4 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 5 of 56 Airways uses its Advantage Fares to attract additional passengers on flights connecting through its hubs. 6. The other legacy airlines take a different approach. If, for example, United offers nonstop service on a route, and Delta and American offer connecting service on that same route, Delta and American typically charge the same price for their connecting service as United charges for its nonstop service. As American executives observed, the legacy airlines “generally respect the pricing of the non-stop carrier [on a given route],” even though it means offering connecting service at the same price as nonstop service. But American, Delta, and United frequently do charge lower prices for their connecting service on routes where US Airways offers nonstop service. They do so to respond to US Airways’ use of Advantage Fares on other routes. 7. If the merger were approved, US Airways’ economic rationale for offering Advantage Fares would likely go away. The merged airline’s cost of sticking with US Airways’ one-stop, low-price strategy would increase. Delta and United would likely undercut the merged firm on a larger number of nonstop routes. At the same time, the revenues generated from Advantage Fares would shrink as American’s current nonstop routes would cease to be targets for Advantage Fares. The bottom line is that the merged airline would likely abandon Advantage Fares, eliminating significant competition and causing consumers to pay hundreds of millions of dollars more. 8. Consumers will likely also be harmed by the planned merger because American had a standalone plan to emerge from bankruptcy poised to grow. American planned to expand domestically and internationally, adding service on nearly 115 new routes. To support its plan, American recently made the largest aircraft order in industry history. 5 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 6 of 56 9. American’s standalone plan would have bucked current industry trends toward capacity reductions and less competition. US Airways called American’s growth plan “industry destabilizing” and worried that American’s plan would cause other carriers to react “with their own enhanced growth plans . . . .” The result would be to increase competitive pressures throughout the industry. After the merger, US Airways’ current executives—who would manage the merged firm—would be able to abandon American’s efforts to expand and instead continue the industry’s march toward higher prices and less service. As its CEO candidly stated earlier this year, US Airways views this merger as “the last major piece needed to fully rationalize the industry.” 10. Passengers to and from the Washington, D.C. area are likely to be particularly hurt. To serve Ronald Reagan Washington National Airport (“Reagan National”), a carrier must have “slots,” which are government-issued rights to take off and land. US Airways currently holds 55% of the slots at Reagan National and the merger would increase the percentage of slots held by the combined firm to 69%. The combined airline would have a monopoly on 63% of the nonstop routes served out of the airport. Competition at Reagan National cannot flourish where one airline increasingly controls an essential ingredient to competition. Without slots, other airlines cannot enter or expand the number of flights that they offer on other routes. As a result, Washington, D.C. area passengers would likely see higher prices and fewer choices if the merger were approved. 11. Notwithstanding their prior unequivocal statements about the effects of consolidation, the defendants will likely claim that the elimination of American as a standalone competitor will benefit consumers. They will argue that Advantage Fares will continue, existing capacity levels and growth plans will be maintained, and unspecified or unverified “synergies” will materialize, 6 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 7 of 56 creating the possibility of lower fares. The American public has seen this before. Commenting on a commitment to maintain service levels made by two other airlines seeking approval for a merger in 2010, the CEO of US Airways said: “I’m hopeful they’re just saying what they need . . . to get this [transaction] approved.” By making claims about benefits that are at odds with their prior statements on the likely effects of this merger, that is precisely what the merging parties’ executives are doing here—saying what they believe needs to be said to pass antitrust scrutiny. 12. There is no reason to accept the likely anticompetitive consequences of this merger. Both airlines are confident they can and will compete effectively as standalone companies. A revitalized American is fully capable of emerging from bankruptcy proceedings on its own with a competitive cost structure, profitable existing business, and plans for growth. US Airways today is competing vigorously and earning record profits. Executives of both airlines have repeatedly stated that they do not need this merger to succeed. 13. The merger between US Airways and American would likely substantially lessen competition, and tend to create a monopoly, in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. Therefore, this merger should be permanently enjoined. II. JURISDICTION, INTERSTATE COMMERCE, AND VENUE 14. The United States brings this action, and this Court has subject-matter jurisdiction over this action, under Section 15 of the Clayton Act, as amended, 15 U.S.C. § 25, to prevent and restrain US Airways and American Airlines from violating Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18. 15. The Plaintiff States bring this action under Section 16 of the Clayton Act, 15 U.S.C. § 26, to prevent and restrain US Airways and American Airlines from violating Section 7 of the 7 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 8 of 56 Clayton Act, as amended, 15 U.S.C. § 18. The Plaintiff States, by and through their respective Attorneys General, bring this action as parens patriae on behalf of the citizens, general welfare, and economy of each of their states. 16. The defendants are engaged in, and their activities substantially affect, interstate commerce, and commerce in each of the Plaintiff States. US Airways and American Airlines each annually transport millions of passengers across state lines throughout this country, generating billions of dollars in revenue while doing so. 17. Venue is proper under Section 12 of the Clayton Act, 15 U.S.C. § 22. This Court also has personal jurisdiction over each defendant. Both defendants are found and transact business in this judicial district. III. THE DEFENDANTS AND THE TRANSACTION 18. Defendant US Airways Group, Inc., is a Delaware corporation headquartered in Tempe, Arizona. Last year, it flew over fifty million passengers to approximately 200 locations worldwide, taking in more than $13 billion in revenue. US Airways operates hubs in Phoenix, Charlotte, Philadelphia, and Washington, D.C. 19. US Airways is performing exceptionally well. In 2012, it enjoyed record profits. It is operating at high load factors—the percentage of seats sold on its flights—and has a national and international route network, alliances with international airlines, a strong brand name, modern equipment, and a competitive cost structure. In mid-2012, US Airways’ CEO, touting the airline’s “record second quarter results,” told Dow Jones that the company “has a great business model that works and we certainly don’t need to merge with another airline.” 20. Defendant AMR Corporation is a Delaware corporation headquartered in Fort Worth, Texas. AMR Corporation is the parent company of American Airlines. Last year, American 8 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 9 of 56 flew over eighty million passengers to approximately 250 locations worldwide, taking in more than $24 billion in revenue. American operates hubs in New York, Los Angeles, Chicago, Dallas, and Miami. The American Airlines brand is “one of the most recognized . . . in the world.” 21. In November 2011, American filed for bankruptcy reorganization and is currently under the supervision of the Bankruptcy Court for the Southern District of New York. American adopted and implemented a standalone business plan designed “to restore American to industry leadership, profitability and growth.” While in bankruptcy, American management “pursued and successfully implemented” key provisions of this plan, including revenue and network enhancements, as well as “restructuring efforts [that] have encompassed labor cost savings, managerial efficiencies, fleet reconfiguration, and other economies . . . .” That work has paid off. American reported that its revenue growth has “outpaced” the industry since entering bankruptcy and in its most recent quarterly results reported a company record-high $5.6 billion in revenues, with $357 million in profits. Under experienced and sophisticated senior management, American’s restructuring process has positioned it to produce “industry leading profitability.” As recently as January 8, 2013, American’s management presented plans to emerge from bankruptcy that would increase the destinations American serves in the United States and the frequency of its flights, and position American to compete independently as a profitable airline with aggressive plans for growth. 22. US Airways sees American the same way. Its CEO observed in December 2011 that “A[merican] is not going away, they will be stronger post-bankruptcy because they will have less debt and reduced labor costs.” A US Airways’ executive vice president similarly wrote in July 2012 that “[t]here is NO question about AMR’s ability to survive on a standalone basis.” 9 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 10 of 56 23. US Airways and American agreed to merge on February 13, 2013. US Airways shareholders would own 28 percent of the combined airline, while American shareholders, creditors, labor unions, and employees would own 72 percent. The merged airline would operate under the American brand name, but the new American would be run by US Airways management. IV. THE RELEVANT MARKETS A. Scheduled Air Passenger Service Between Cities 24. Domestic scheduled air passenger service enables consumers to travel quickly and efficiently between various cities in the United States. Air travel offers passengers significant time savings and convenience over other forms of travel. For example, a flight from Washington, D.C. to Detroit takes just over an hour of flight time. Driving between the two cities takes at least eight hours. A train between the two cities takes more than fifteen hours. 25. Due to time savings and convenience afforded by scheduled air passenger service, few passengers would substitute other modes of transportation (car, bus, or train) for scheduled air passenger service in response to a small but significant industry-wide fare increase. Another way to say this, as described in the Fed. Trade Comm’n & U.S. Dep’t of Justice Horizontal Merger Guidelines (2010), and endorsed by courts in this Circuit, is that a hypothetical monopolist of all domestic scheduled air passenger service likely would increase its prices by at least a small but significant and non-transitory amount. Scheduled air passenger service, therefore, constitutes a line of commerce and a relevant product market within the meaning of Section 7 of the Clayton Act. 26. A “city pair” is comprised of a flight’s departure and arrival cities. For example, a flight departing from Washington and arriving in Chicago makes up the Washington-Chicago city pair. 10 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 11 of 56 Passengers seek to depart from airports close to where they live and work, and arrive at airports close to their intended destinations. Most airline travel is related to business, family events, and vacations. Thus, most passengers book flights with their origins and destinations predetermined. Few passengers who wish to fly from one city to another would likely switch to flights between other cities in response to a small but significant and non-transitory fare increase. 27. Airlines customarily set fares on a city pair basis. For each city pair, the degree and nature of the competition from other airlines generally plays a large role in an airline’s pricing decision. 28. Therefore, a hypothetical monopolist of scheduled air passenger service between specific cities likely would increase its prices by at least a small but significant and non-transitory amount. Accordingly, each city pair is a relevant geographic market and section of the country under Section 7 of the Clayton Act. 29. Consumer preferences also play a role in airline pricing and are relevant for the purpose of analyzing the likely effects of the proposed merger. Some passengers prefer nonstop service because it saves travel time; some passengers prefer buying tickets at the last minute; others prefer service at a particular airport within a metropolitan area. For example, most business customers traveling to and from downtown Washington prefer service at Reagan National over other airports in the Washington, D.C. metropolitan area. Through a variety of fare restrictions and rules, airlines can profitably raise prices for some of these passengers without raising prices for others. Thus, the competitive effects of the proposed merger may vary among passengers depending on their preferences for particular types of service or particular airports. 11 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 12 of 56 B. Takeoff and Landing Slots at Reagan National Airport 30. Reagan National is one of only four airports in the country requiring slots for takeoffs and landings. Slots are expensive (often valued at over $2 million per slot), difficult to obtain, and only rarely change hands between airlines. There are no alternatives to slots for airlines seeking to enter or expand their service at Reagan National. 31. Reagan National is across the Potomac River from Washington, D.C., and, due to its proximity to the city and direct service via the Metro, airlines actively seek to serve passengers flying into and out of Reagan National. Airlines do not view service at other airports as adequate substitutes for service offered at Reagan National for certain passengers, and thus they are unlikely to switch away from buying or leasing slots at Reagan National in response to a small but significant increase in the price of slots. Airlines pay significant sums for slots at Reagan National, despite having the option of serving passengers through the region’s other airports. A hypothetical monopolist of slots at Reagan National likely would increase its prices by at least a small but significant and non-transitory amount. Thus, slots at Reagan National Airport constitute a line of commerce, section of the country, and relevant market within the meaning of Section 7 of the Clayton Act. V. THE MERGER IS LIKELY TO RESULT IN ANTICOMPETITIVE EFFECTS A. Industry Background 32. Today, four network or “legacy” airlines remain in the United States: American, US Airways, United, and Delta. These four have extensive national and international networks, connections to hundreds of destinations, established brand names, and strong frequent flyer reward programs. In addition, there are non-network airlines, including Southwest Airlines and a handful of smaller firms, which typically do not offer “hub-and-spoke” service. 12 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 13 of 56 33. Airlines compete in many ways. One is the price of a ticket. Airlines also compete based on: nonstop versus connecting flights; number of destinations served; convenient flight schedules; passenger comfort and seating policies; choices for classes of service; carry-on baggage policies; the degree of personal service at ticket counters and boarding areas; onboard meal and drink service; in-flight entertainment; and the quality and generosity of frequent flyer programs. 34. Since 2005, the U.S. airline industry has undergone significant consolidation. The consolidation “wave” started with the 2005 merger between US Airways and America West, creating today’s US Airways. In 2008, Delta and Northwest Airlines merged; in 2010, United and Continental merged; and in 2011, Southwest Airlines and AirTran merged. The chart below, in which one of US Airways’ executive vice presidents referred to industry consolidation as the “New Holy Grail,” demonstrates that since 2005 the number of major airlines has dropped from nine to five. New Order: New Holy Grail - Industry Consolidation The major airlines have consolidated to 5 from 9 since 2005 2005 2008 53 13 2010 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 14 of 56 35. Increasing consolidation among large airlines has hurt passengers. The major airlines have copied each other in raising fares, imposing new fees on travelers, reducing or eliminating service on a number of city pairs, and downgrading amenities. An August 2012 presentation from US Airways observes that consolidation has resulted in “Fewer and Larger Competitors.” The structural change to “fewer and larger competitors” has allowed “[t]he industry” to “reap the benefits.” Those benefits to the industry are touted by US Airways in the same presentation as including “capacity reductions” and new “ancillary revenues” like bag fees. B. Many Relevant Markets Are Highly Concentrated and the Planned Merger Would Significantly Increase that Concentration 36. In 2005, there were nine major airlines. If this merger were approved, there would be only four. The three remaining legacy airlines and Southwest would account for over 80% of the domestic scheduled passenger service market, with the new American becoming the biggest airline in the world. 37. Market concentration is one useful indicator of the level of competitive vigor in a market, and the likely competitive effects of a merger. The more concentrated a market, and the more a transaction would increase concentration in a market, the more likely it is that a transaction would result in a meaningful reduction in competition. Concentration in relevant markets is typically measured by the Herfindahl-Hirschman Index (“HHI”). Markets in which the HHI exceeds 2,500 points are considered highly concentrated. Post-merger increases in HHI of more than 200 points are considered to be significant increases in concentration. 38. In more than 1,000 of the city pair markets in which American and US Airways currently compete head-to-head, the post-merger HHI would exceed 2,500 points and the merger would increase the HHI by more than 200 points. For example, on the Charlotte-Dallas city pair, the post-merger HHI will increase by 4,648 to 9,319 (out of 10,000). In these markets, US Airways 14 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 15 of 56 and American annually serve more than 14 million passengers and collect more than $6 billion in fares. The substantial increases in concentration in these highly concentrated markets demonstrate that in these relevant markets, the merger is presumed, as a matter of law, to be anticompetitive. The relevant markets described in this paragraph are listed in Appendix A. 39. Other city pairs across the country would likely be affected by the loss of competition stemming from this planned merger. In some of these markets, US Airways and American compete head-to-head, often offering consumers discounted fares. If approved, this merger will likely end much of that discounting, significantly harming consumers in the process. Moreover, the loss of competition in these markets would increase the likelihood that the remaining airlines can coordinate to raise price, reduce output, and diminish the quality of their services. In these relevant markets, the merger is likely also to substantially lessen competition. 40. In the market for slots at Reagan National, the merger would result in a highly concentrated market, with a post-merger HHI of 4,959. The merger would also significantly increase concentration by 1,493 points. As a result, the merger should be presumed, as a matter of law, to be anticompetitive. C. This Merger Would Increase the Likelihood of Coordinated Behavior Among the Remaining Network Airlines Causing Higher Fares, Higher Fees, and More Limited Service 41. The structure of the airline industry is already conducive to coordinated behavior: Few large players dominate the industry; each transaction is small; and most pricing is readily transparent. 42. For example, the legacy airlines closely watch the pricing moves of their competitors. When one airline “leads” a price increase, other airlines frequently respond by following with price increases of their own. The initiating carrier will lead the price increase and then see if the 15 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 16 of 56 other carriers will match the increase. If they do not, the initiating carrier will generally withdraw the increase shortly thereafter. 43. The legacy airlines also use what they call “cross-market initiatives,” or “CMIs,” to deter aggressive discounting and prevent fare wars. A CMI occurs where two or more airlines compete against each other on multiple routes. If an airline offers discounted fares in one market, an affected competitor often responds with discounts in another market—a CMI—where the discounting airline prefers a higher fare. CMIs often cause an airline to withdraw fare discounts. For example, in the fall of 2009, US Airways lowered fares and relaxed restrictions on flights out of Detroit (a Delta stronghold) to Philadelphia. Delta responded by offering lower fares and relaxed restrictions from Boston to Washington (a US Airways stronghold). US Airways’ team lead for pricing observed Delta’s move and concluded “[w]e have more to lose in BOSWAS . . . I think we need to bail on the [Detroit-Philadelphia] changes.” 44. There is also past express coordinated behavior in the industry. For example, all airlines have complete, accurate, and real-time access to every detail of every airline’s published fare structure on every route through the airline-owned Airline Tariff Publishing Company (“ATPCO”). US Airways’ management has called ATPCO “a dedicated price-telegraph network for the industry.” The airlines use ATPCO to monitor and analyze each other’s fares and fare changes and implement strategies designed to coordinate pricing. Airlines have previously used ATPCO to engage in coordinated behavior. In 1992, the United States filed a lawsuit to stop several airlines, including both defendants, from using their ATPCO filings as a signaling device to facilitate agreements on fares. That lawsuit resulted in a consent decree, now expired. 45. US Airways also has communicated directly with a competitor when it was upset by that competitor’s efforts to compete more aggressively. In 2010, one of US Airways’ larger rivals 16 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 17 of 56 extended a “triple miles” promotion that set off a market share battle among legacy carriers. The rival airline was also expanding into new markets and was rumored to be returning planes to its fleet that had been mothballed during the recession. US Airways’ CEO complained about these aggressive maneuvers, stating to his senior executives that such actions were “hurting [the rival airline’s] profitability – and unfortunately everyone else’s.” US Airways’ senior management debated over email about how best to get the rival airline’s attention and bring it back in line with the rest of the industry. In that email thread, US Airways’ CEO urged the other executives to “portray[ ] these guys as idiots to Wall Street and anyone else who’ll listen.” Ultimately, to make sure the message was received, US Airways’ CEO forwarded the email chain—and its candid discussion about how aggressive competition would be bad for the industry—directly to the CEO of the rival airline. (The rival’s CEO immediately responded that it was an inappropriate communication that he was referring to his general counsel.) 46. Coordination becomes easier as the number of major airlines dwindles and their business models converge. If not stopped, the merger would likely substantially enhance the ability of the industry to coordinate on fares, ancillary fees, and service reductions by creating, in the words of US Airways executives, a “Level Big 3”of network carriers, each with similar sizes, costs, and structures. 47. Southwest, the only major, non-network airline, and other smaller carriers have networks and business models that differ significantly from the legacy airlines. Traditionally, Southwest and other smaller carriers have been less likely to participate in coordinated pricing or service reductions. For example, Southwest does not charge customers for a first checked bag or ticket change fees. Yet that has not deterred the legacy carriers from continuing, and even increasing, those fees. In November 2011, a senior US Airways executive explained to her boss the reason: 17 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 18 of 56 “Our employees know full well that the real competition for us is [American], [Delta], and [United]. Yes we compete with Southwest and JetBlue, but the product is different and the customer base is also different.” 1. The Merger Would Likely Result in the Elimination of US Airways’ Advantage Fares 48. On routes where one legacy airline offers nonstop service, the other legacies “generally respect the pricing of the non-stop carrier,” as American has put it. Thus, if American offers nonstop service from Washington to Dallas at $800 round-trip, United and Delta will, “[d]espite having a service disadvantage,” price their connecting fares at the level of American’s nonstop fares. The legacy carriers do this because if one airline, say Delta, were to undercut fares in markets where American offers nonstop service, American would likely do the same in Delta’s nonstop markets. To Delta, the cost of being undercut in its nonstop markets exceeds the benefit it would receive from winning additional passengers in American nonstop markets. 49. US Airways, alone among the legacy carriers, has a different cost-benefit analysis for pricing connecting routes. Although it too is a national network carrier, US Airways has hubs in cities that generate less revenue from passengers flying nonstop than the other legacy airlines’ hubs. Because US Airways’ hubs generate less revenue from passengers flying nonstop, US Airways must gain more revenue from connecting passengers. It gets that revenue by offering connecting service that is up to 40% cheaper than other airlines’ nonstop service. US Airways calls this program “Advantage Fares.” 50. Millions of consumers have benefitted. Advantage Fares offer consumers, especially those who purchase tickets at the last minute, meaningfully lower fares. The screenshot below from ITA Software, Airfare Matrix (“ITA”), taken on August 12, 2013, for travel departing on 18 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 19 of 56 August 13 and returning August 14 from Miami to Cincinnati, shows the benefits of US Airways’ Advantage Fare program to passengers 1: American is the only airline on this route to offer nonstop service, charging $740. Delta and United do not meaningfully compete. Both charge more for their connecting service than American charges for nonstop service. Thus, on this particular route, a passenger who chose Delta or United would pay more for an inferior product. In contrast, US Airways’ fares today are significantly lower than American’s fares, and offer consumers a real choice. Those consumers who are more price conscious receive the benefit of a substantially lower-fare option. In this case, a customer who purchased a US Airways one-stop ticket would save $269 compared to American’s nonstop service. 51. The benefits from Advantage Fares extend to hundreds of other routes, including those where more than one carrier offers nonstop service. The screenshot below from ITA, taken on August 12, 2013, for travel departing on August 13 and returning August 14 from New York to Houston, demonstrates just how dramatic the savings can be: 1 “Multiple Airlines” refers to an itinerary where a passenger uses different airlines for their departing and returning flights. 19 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 20 of 56 US Airways’ connecting fare is $870 cheaper than the other legacy carriers’ nonstop flights, and beats JetBlue and AirTran’s fares by more than $300. Although Southwest does not participate in the standard online travel sites, a cross-check against the Southwest website demonstrates that US Airways also beats Southwest’s $887 nonstop fare by more than $300. 52. Other airlines have chosen to respond to Advantage Fares with their own low connecting fares in markets where US Airways has nonstop service. That is, the other legacy airlines undercut US Airways’ nonstop fares the same way that US Airways undercuts their nonstop fares. The screenshot below from ITA, taken on August 12, 2013, for travel on August 13 and returning August 14 from Charlotte to Syracuse, shows how the other legacy carriers respond to Advantage Fares to the benefit of consumers: Here, US Airways is the only airline to offer nonstop service, charging $685. Delta and United undercut that price by charging $375 and $395, respectively, for connecting service. Once again, 20 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 21 of 56 consumers benefit by having the option of far less expensive connecting service. A customer who buys a Delta one-stop flight saves $310 over US Airways’ nonstop service. 53. There are over 100 routes where other carriers offer nonstop service on which US Airways does not offer Advantage Fares. Consumers in these markets are not given the option of a low-cost connecting alternative and are forced to pay significantly more for service. For example, US Airways does not currently offer Advantage Fares on flights from Cincinnati to Pittsburgh. Without the option of a low connecting fare, consumers see significantly higher prices, as illustrated by a screenshot from ITA, taken on August 12, 2013, for travel on August 13 and returning August 14: . 54. Advantage Fares have proven highly disruptive to the industry’s overall coordinated pricing dynamic. An American executive expressed her frustration in September 2011 with US Airways’ Advantage Fares, noting that US Airways was “still way undercutting us [on flights from Boston and New York to Dallas] and getting significant share.” One response American considered was to lower its fares on the same route. Another option was “to take up this battle w/them again,” in an attempt to force US Airways to limit or abandon its strategy. 55. US Airways’ President acknowledged in September 2010 that its Advantage Fare strategy “would be different if we had a different route network . . . .” Currently, US Airways’ 21 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 22 of 56 network structure precludes Delta and United from preventing US Airways’ aggressive “onestop pricing.” Because US Airways’ hubs have relatively less nonstop traffic, the other legacy airlines cannot respond sufficiently to make Advantage Fares unprofitable. But by increasing the size and scope of US Airways’ network, the merger makes it likely that US Airways will have to discontinue its Advantage Fares. 56. American’s executives agree. American believes that Advantage Fares will be eliminated because of the merger. Internal analysis at American in October 2012 concluded that “[t]he [Advantage Fares] program would have to be eliminated in a merger with American, as American’s large non-stop markets would now be susceptible to reactionary pricing from Delta and United.” Another American executive observed that same month: “The industry will force alignment to a single approach—one that aligns with the large legacy carriers as it is revenue maximizing.” 57. US Airways believes that it currently gains “most of its advantage fare value from AA,” meaning that Advantage Fares provide substantial value for US Airways on routes where American is the legacy airline offering nonstop service. Post-merger, continuing Advantage Fares would mean that US Airways was taking that value away from itself by undercutting its own nonstop prices. Plainly, this would make no sense. Thus, for US Airways post-merger, the benefits of Advantage Fares would go down, and its costs would go up. 58. By ending Advantage Fares, the merger would eliminate lower fares for millions of consumers. Last year, more than 2.5 million round-trip passengers—including more than 250,000 passengers from the greater Washington, D.C. area; another 250,000 passengers in the Dallas-Fort Worth area; half a million passengers in the greater New York City area; and 175,000 passengers from Detroit—bought an Advantage Fare ticket. Hundreds of thousands of 22 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 23 of 56 other passengers flying nonstop on US Airways, particularly from their hubs in Phoenix, Charlotte, and Philadelphia, benefited from responsive fares offered by the legacy airlines. 2. The Merger Would Likely Lead to Increased Industry-Wide “Capacity Discipline,” Resulting in Higher Fares and Less Service 59. Legacy airlines have taken advantage of increasing consolidation to exercise “capacity discipline.” “Capacity discipline” has meant restraining growth or reducing established service. The planned merger would be a further step in that industry-wide effort. In theory, reducing unused capacity can be an efficient decision that allows a firm to reduce its costs, ultimately leading to lower consumer prices. In the airline industry, however, recent experience has shown that capacity discipline has resulted in fewer flights and higher fares. 60. Each significant legacy airline merger in recent years has been followed by substantial reductions in service and capacity. These capacity reductions have not consisted simply of cancellation of empty planes or empty seats; rather, when airlines have cut capacity after a merger, the number of passengers they carry on the affected routes has also decreased. 61. US Airways has recognized that it benefitted from this industry consolidation and the resulting capacity discipline. US Airways has long taken the position that the capacity cuts achieved through capacity discipline “enabled” fare increases and that “pricing power” results from “reduced industry capacity.” US Airways’ CEO explained to investors in 2006 that there is an “inextricable link” between removing seats and raising fares. 62. In 2005, America West—managed then by many of the same executives who currently manage US Airways—merged with US Airways. America West had hubs in Phoenix and Las Vegas while the former US Airways had hubs in Pittsburgh, Charlotte, and Philadelphia. Following the merger, the combined firm reduced capacity, including significant cuts in Pittsburgh and Las Vegas. In 2010, the Chief Financial Officer for US Airways explained: 23 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 24 of 56 We believe in the hub system. I just think there’s too many hubs. If you look across the country, you can probably pick a few that are smaller hubs and maybe duplicative to other hubs that airlines have that they could probably get out of. In our example, we merged with US Airways [and] . . . what we have done over time, which is unfortunate for the cities, but we couldn’t hold a hub in Pittsburgh and we couldn’t hold a hub in Las Vegas. So over time we have consolidated and condensed our operation back, which is really important, condensed it back to our major hubs. A post-merger US Airways analysis confirmed that it succeeded in obtaining a “3% to 4% capacity reduction.” 63. In 2006, on the heels of the America West/US Airways merger, the combined firm submitted an ultimately unsuccessful hostile bid for Delta Air Lines. US Airways’ management had concluded that a merged US Airways/Delta could reduce the combined carrier’s capacity by 10 percent, which would lead to higher revenues for the combined firm and for the industry. In 2007, following the rejection of the hostile bid, US Airways’ CEO explained to investors how the deal would have increased industry profits: It’s part of what we tried to impress upon people as we were going through our run at Delta, was that . . . it was good for US Airways [and] good for the entire industry. We’re going to take out 4% of the industry capacity as we did that. Everyone’s 2008 numbers would look a (expletive) of a lot better had that transaction happened . . . . 64. In 2008, Delta merged with Northwest Airlines. Despite promises to the contrary, the combined airline reduced capacity, including significant cuts at its former hubs in Cincinnati and Memphis. US Airways’ CEO was “quite happy” to see the merger and advocated for further consolidation. He explained that an industry structure of “five different hub and spoke airlines with who knows how many hubs across the United States . . . results in all of us fighting for the same connecting passengers over numerous hubs.” Left unsaid was that fewer airlines meant less competition and higher fares. 24 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 25 of 56 65. In May 2010, United Airlines and Continental Airlines announced their planned merger. The announcement caused speculation about the future of each airline’s hubs, including Continental’s Cleveland hub. In Congressional testimony, an industry analyst stated that he did not believe the merger would cause reductions in Cleveland. On June 18, 2010, upon seeing the testimony, US Airways’ CEO wrote an email to other US Airways executives stating, “[s]urely these guys [United/Continental] aren’t really planning to keep Cleveland open. I’m hopeful they’re just saying what they need to (including to [the analyst]) to get this approved.” United and Continental closed their deal on October 1, 2010. The combined firm has reduced capacity at nearly all of its major hubs (including Cleveland) and at many other airports where the two airlines previously competed. Similarly, Southwest/AirTran has reduced service in a number of its focus cities and on many of AirTran’s former routes following its 2011 merger. 66. The defendants are fully aware of these earlier mergers’ effects. A 2012 American Airlines analysis concluded that “following a merger, carriers tend to remove capacity or grow more slowly than the rest of the industry.” US Airways’ management concluded that although industry consolidation has been a success, as its CEO stated publicly in 2010, the industry had yet to hit its “sweet spot,” and additional consolidation was needed because the industry remained “overly fragmented.” 67. A merger with American would allow US Airways to hit the “sweet spot.” For consumers, however, it would be anything but sweet. US Airways believes that merging with American “finishes industry evolution” by accomplishing US Airways’ goal of “reduc[ing] capacity more efficiently.” When first considering a combination with American, US Airways projected that the merged firm could reduce capacity by as much as 10 percent. Similarly, American expects that the merger will lead to capacity reductions that would negatively impact 25 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 26 of 56 “communities,” “people,” “customers,” and “suppliers.” Higher fares would be right around the corner. 3. The Planned Merger Would Likely Block American’s Standalone Expansion Plans, Thwarting Likely Capacity Increases 68. American does not need this merger to thrive, let alone survive. Before the announcement of this merger, a key component of American’s standalone plan for exiting bankruptcy revolved around substantial expansion, including increases in both domestic and international flights. Thus, in 2011, American placed the largest order for new aircraft in the industry’s history. 69. US Airways executives feared that American’s standalone growth plan would disrupt the industry’s capacity discipline “momentum.” In a 2012 internal presentation, US Airways executives recognized that while “[i]ndustry mergers and capacity discipline expand margins,” American’s standalone “growth plan has potential to disrupt the new dynamic” and would “Reverse Industry Capacity Trends.” Moreover, US Airways believed that if American implemented its growth plans, other airlines would “react to AMRs plans with their own enhanced growth plans destabilizing industry.” US Airways believed that American’s standalone capacity growth would “negatively impact” industry revenues and threaten industry pricing. 70. US Airways thought that a merger with American was a “lower risk alternative” than letting American’s standalone plan come to fruition because US Airways management could maintain capacity discipline. American’s executives have observed that “the combined network would likely need to be rationalized,” especially given the merged carrier’s numerous hubs, and that it is “unlikely that [a combined US Airways/American] would pursue growth . . . .” 26 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 27 of 56 4. The Merger Would Likely Result in Higher Fees 71. Since 2008, the airline industry has increasingly charged consumers fees for services that were previously included in the price of a ticket. These so-called ancillary fees, including those for checked bags and flight changes, have become very profitable. In 2012 alone, airlines generated over $6 billion in fees for checked bags and flight changes. Even a small increase in these fees would cost consumers millions. 72. Increased consolidation has likely aided the implementation of these fees. The levels of the ancillary fees charged by the legacy carriers have been largely set in lockstep. One airline acts as the “price leader,” with others following soon after. Using this process, as a US Airways strategic plan observed, the airlines can raise their fees without suffering “market share impacts.” For example, American announced that it would charge for a first checked bag on May 21, 2008. On June 12, 2008, both United and US Airways followed American’s lead. Similarly, over a period of just two weeks this spring, all four legacy airlines increased their ticket change fee for domestic travel from $150 to $200. 73. The legacy airlines recognize that the success of any individual attempt to impose a new fee or fee increase depends on whether the other legacies follow suit. When, in July 2009, American matched the other legacy carriers by raising its checked bag fee to $20, but did not join the others in offering a $5 web discount, US Airways was faced with the decision of whether to “match” American by either eliminating its own web discount, or raising its price to $25, with a $5 discount. US Airways’ CEO gave his view: I can’t believe I’m saying this, but I think we should stand still on this for now. I recognize that increases the chances of everyone standing still . . . the [dollars] aren’t compelling enough for us to stick our necks out first. I do think D[elta] or U[nited] won’t let them have an advantage, so it’ll get matched – I’m just not sure we should go first. If a couple weeks go by and no one’s moved, we can always jump in. 27 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 28 of 56 74. Similarly, when US Airways was considering whether to raise its second checked bag fee to $100 to match Delta’s fee, a US Airways executive observed: “Wow - $100 is a lot for second bag. I would think there’s big passenger gag reflex associated with that, but if we can get it, we should charge it. Do you think we should wait for [United] or [American] to move first, though?” 75. Conversely, in 2008, when US Airways began charging passengers for soft drinks, the other legacy airlines did not follow its lead, and US Airways backed off. US Airways’ CEO explained: “With US Airways being the only network carrier to charge for drinks, we are at a disadvantage.” Had US Airways not rescinded this fee, it would have lost passengers to the other legacy airlines. 76. At times, the airlines consider new fees or fee increases, but hold off implementing them while they wait to see if other airlines will move first. For example, on April 18, United announced that it was increasing its ticket change fee from $150 to $200. American decided that “waiting for [Delta] and then moving to match if [Delta] comes along” would be its best strategy. Over the next two weeks, US Airways, Delta, and American each fell in line, leading a US Airways executive to observe on May 1: “A[merican] increased their change fees this morning. The network carriers now have the same $200 domestic . . . change fees.” 77. Post-merger, the new American would likely lead new fee increases. A December 2012 discussion between US Airways executives included the observation that after the merger, “even as the world’s largest airline we’d want to consider raising some of the baggage fees a few dollars in some of the leisure markets.” 78. New checked bag fees on flights from the United States to Europe are a likely target. Both US Airways and American have considered imposing a first checked bag fee on flights to 28 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 29 of 56 Europe but have refrained from doing so. US Airways seriously considered leading such a price move but was concerned that other airlines would not match: “We would hope that [other airlines] would follow us right away . . . but there is no guarantee . . . .” Ultimately, US Airways concluded it was “too small” to lead additional checked bag fees for flights to Europe. Postmerger, that would no longer be true. The merged firm would be the world’s largest airline, giving it sufficient size to lead industry fee and price increases across the board. 79. Some fee increases are likely to result from US Airways raising American’s existing fees. Today, “US Airways generally charges higher bag fees than AA” for travel from the United States to international destinations. Post-merger, US Airways would likely raise American’s ancillary fees to US Airways’ higher fee levels as part of a “fee harmonization” process. US Airways’ own documents estimate that “fee harmonization” would generate an additional $280 million in revenue annually—directly harming consumers by the same amount. A US Airways presentation from earlier this year analyzing the merger identifies American’s lower bag fees as a “value lever” that US Airways “will likely manage differently with tangible financial upside.” The analysis concludes that “[i]ncreasing AA baggage fees to match US creates significant revenue impact.” US Airways also plans to institute its fees ($40 on average) for the redemption of frequent flyer tickets on American’s existing frequent fliers, who currently are not charged for mileage redemption. 80. The merger would also likely reduce the quality and variety of ancillary services offered by the legacy airlines—a side effect of consolidation anticipated and embraced by US Airways’ CEO. In a 2011 email exchange lamenting the need for US Airways to deploy wireless internet on all of its airplanes, a senior US Airways executive groused: 29 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 30 of 56 [N]ext it will be more legroom. Then industry standard labor contracts. Then better wines. Then the ability to book on Facebook. Penultimately, television commercials. Then, finally, we will pay the NYSE an exorbitant fee to change our ticker symbol [from LCC]. US Airways’ CEO responded: “Easy now. Consolidation will help stop much of the stupid stuff but inflight internet is not one of them.” 81. If the planned merger is enjoined, both American and US Airways will have to compete against two larger legacy rivals, and against each other. The four legacy airlines will not look exactly the same. As the smallest of the legacy airlines, American and US Airways will have greater incentives to grow and compete aggressively through lower ancillary fees, new services, and lower fares. D. The Merger Would Eliminate Head-to-Head Competition in Hundreds of Relevant Markets and Entrench US Airways’ Dominance at Reagan National Airport 82. American and US Airways engage in head-to-head competition with nonstop service on 17 domestic routes representing about $2 billion in annual industry-wide revenues. American and US Airways also compete directly on more than a thousand routes where one or both offer connecting service, representing billions of dollars in annual revenues. The merger’s elimination of this head-to-head competition would create strong incentives for the merged airline to reduce capacity and raise fares where they previously competed. 83. The combined firm would control 69% of the slots at Reagan National Airport, almost six times more than its closest competitor. This would eliminate head-to-head competition at the airport between American and US Airways. It would also effectively foreclose entry or expansion by other airlines that might increase competition at Reagan National. 84. The need for slots is a substantial barrier to entry at Reagan National. The FAA has occasionally provided a limited number of slots for new service. In almost all cases, however, a 30 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 31 of 56 carrier wishing to begin or expand service at Reagan National must buy or lease slots from an airline that already owns them. 85. This merger would thwart any prospect for future entry or expansion at Reagan National. US Airways, which already has 55% of the airport’s slots, does not sell or lease them because any slot that goes to another airline will almost certainly be used to compete with US Airways. The merger would only increase US Airways’ incentives to hoard its slots. Today, US Airways provides nonstop service to 71 airports from Reagan National, and it faces no nonstop competitors on 55 of those routes. After this merger, the number of US Airways routes with no nonstop competition would increase to 59, leaving, at best, only 21 routes at the entire airport with more than one nonstop competitor. Unsurprisingly, Reagan National is US Airways’ second most-profitable airport. 86. Potential entrants would likely not be able to turn to other airlines to obtain slots. When allocating their slots, airlines prioritize their most profitable routes, typically those where they have a frequent, significant pattern of service. If a carrier has a small portfolio of slots, it is likely to allocate almost all of its slots to its most profitable routes. If it has additional slots beyond what is needed to serve those routes, a carrier will then work its way down to other routes or sell or lease those slots to other airlines. Over the last several years, US Airways has purchased nearly all of the slots that might otherwise be available to interested buyers. Thus, before this planned merger, American was the only airline at Reagan National with the practical ability to sell or lease additional slots. 87. In March 2010, American and JetBlue entered into an arrangement in which JetBlue traded slots at New York’s JFK International Airport to American in exchange for American trading slots at Reagan National to JetBlue. And until American reached agreement with 31 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 32 of 56 US Airways to merge, it had been negotiating to sell those slots and ten other Reagan National slots to JetBlue. 88. JetBlue’s entry on four routes, particularly Reagan National to Boston, has generated stiff price competition. Fares on the route have dropped dramatically. US Airways estimated that after JetBlue’s entry, the last-minute fare for travel between Reagan National and Boston dropped by over $700. The combined firm will have the right to terminate the JetBlue leases and thereby eliminate, or at least diminish, JetBlue as a competitor on some or all of these routes. 89. The merger would also eliminate the potential for future head-to-head competition between US Airways and American on flights at Reagan National. In 2011, US Airways planned to start service from Reagan National to Miami and St. Louis, which would directly compete with American’s existing service. US Airways argued to the Department of Transportation that this new competition would “substantial[ly] benefit[]” consumers, and so asked DOT to approve the purchase of slots from Delta that would make the service possible. DOT ultimately approved that purchase. When it developed its plan to merge with American, however, US Airways abandoned its plans to enter those markets and deprived consumers of the “substantial benefits” it had promised. 90. By acquiring American’s slot portfolio, US Airways would eliminate existing and future head-to-head competition, and effectively block other airlines’ competitive entry or expansion. VI. ABSENCE OF COUNTERVAILING FACTORS 91. New entry, or expansion by existing competitors, is unlikely to prevent or remedy the merger’s likely anticompetitive effects. New entrants into a particular market face significant barriers to success, including difficulty in obtaining access to slots and gate facilities; the effects of corporate discount programs offered by dominant incumbents; loyalty to existing frequent 32 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 33 of 56 flyer programs; an unknown brand; and the risk of aggressive responses to new entry by the dominant incumbent carrier. In addition, entry is highly unlikely on routes where the origin or destination airport is another airline’s hub, because the new entrant would face substantial challenges attracting sufficient local passengers to support service. 92. United and Delta are unlikely to expand in the event of anticompetitive price increases or capacity reductions by the merged airline. Indeed, those carriers are likely to benefit from and participate in such conduct by coordinating with the merged firm. 93. The remaining airlines in the United States, including Southwest and JetBlue, have networks and business models that are significantly different from the legacy airlines. In particular, most do not have hub-and-spoke networks. In many relevant markets, these airlines do not offer any service at all, and in other markets, many passengers view them as a less preferred alternative to the legacy carriers. Therefore, competition from Southwest, JetBlue, or other airlines would not be sufficient to prevent the anticompetitive consequences of the merger. 94. There are not sufficient acquisition-specific and cognizable efficiencies that would be passed through to U.S. consumers to rebut the presumption that competition and consumers would likely be harmed by this merger. VII. VIOLATION ALLEGED 95. The effect of the proposed merger, if approved, likely will be to lessen competition substantially, or tend to create a monopoly, in interstate trade and commerce in the relevant markets, in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. 96. Unless enjoined, the proposed merger likely would have the following effects in the relevant markets, among others: 33 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 34 of 56 (a) actual and potential competition between US Airways and American Airlines would be eliminated; (b) competition in general among network airlines would be lessened substantially; (c) ticket prices and ancillary fees would be higher than they otherwise would; (d) industry capacity would be lower than it otherwise would; (e) service would be lessened; and (f) the availability of slots at Reagan National would be significantly impaired. VIII. REQUEST FOR RELIEF 97. Plaintiffs request: (a) that US Airways’ proposed merger with American Airlines be adjudged to violate Section 7 of the Clayton Act, 15 U.S.C. § 18; (b) that Defendants be permanently enjoined from and restrained from carrying out the planned merger of US Airways and American or any other transaction that would combine the two companies; (c) that Plaintiffs be awarded their costs of this action, including attorneys’ fees to Plaintiff States; and (d) that Plaintiffs be awarded such other relief as the Court may deem just and proper. 34 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 35 of 56 Dated this 13th day of August 2013. Respectfully submitted, FOR PLAINTIFF UNITED STATES: Ef?e. BAR #4324723) Assistant Atto ey General for Antitrust RENATA B. HESSE (D.C. BAR #466107) Deputy Assistant Attorney General RATRICIA A. BRINK Director of Civil Enforcement w. awe BAR 359098) . . . . (D.C. BAR #444924) Chief TRANSPORTATION, ENERGY AGRICULTURE SECTIO KATHLEEN Assistant Chief - TRANSPORTATION, ENERGY AGRICULTURE SECTION Att. Antitrust Division US. Department of Justice 450 Fifth Street, N.W., Suite 4100 Washington, DC 20530 Telephone: (202) 305-0128 Facsimile: (202) 307-2784 E?mail: Ryan.Danks@usdoj .gov MICHAEL D. BILLIEL (DC. BAR 394377) KATHERINE A. CELESTE J. RICHARD DOIDGE TRACY L. FISHER DAVID Z. GRINGER AMANDA D. KLOVERS CAROLINE E. LAISE JOHN M. (D.C. BAR 418313) WILLIAM M. MARTIN JOSEPH CHANDRA MAZUMDAR ROBERT D. YOUNG (DC. BAR 248260) Attorneys for the United States *Attorney of Record Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 36 of 56 FOR PLAINTIFF STATE OF ARIZONA THOMAS C. HORNE Attorney General ERIC J. BISTROW Chief Deputy THOMAS CHENAL Chief, Public Advocacy Civil Rights Division DENA BENJAMIN Chief3 Consumer Protection Advocacy Section 1M BO ELL Antitrust Be ief Arizona Bar No. 0163 82 1275 West Washington Phoenix, Arizona 85007 Phone: 602?542-7728 Fax: 602-542-9088 Nancybonnell?aazagoov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 37 of 56 FOR PLAINTIFF DISTRICT OF COLUMBIA IRVIN B. NATHAN Attorney General for the District of Columbia ELLEN A. EFROS Deputy Attorney General, Public Interest Division RUSHKOFF (DC. Bar go; $6925) Chief, Public Advocacy Section AEWW NICHOLAS A. BUSH (D.C. Bar No. 1011001) Assistant Attorney General 441 4th Street, N.W., Suite 600 South Washington, DC 20001 Ph: 202-442-9841 Fax: 202-715-7720 nicholas.bush@dc. gov Attorneys for the District of Columbia Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 38 of 56 FOR PLAINTIFF STATE OF FLORIDA PAMELA JO BONDI Attorney General of the State of Florida PATRICIA A. Associate Deputy Attorney General Antitrust Division LIZABETH A. BRADY Chief, Multistate Antitrust Enforcement Antitrust Division CHRISTOPHER A. HUNT Assistant Attorney General Antitrust Division 9 Wk- A. BRADY Chief, Mul'tistate Antitrust Enforcement Florida Bar No. 045 7991 The Capitol Tallahassee, FL 32399-1050 Ph: 850?414?2918 Fax: 850-488-9134 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 39 of 56 FOR PLAINTIFF COMMONWEAITH OF KATHLEEN G. KANE Attorney General ADRIAN R. KING, JR. First Deputy Attorney General JAMES A. DONAHUE, Executive Deputy Attorney General Public Protection Division TRACY W. WERTZ Acting Chief Deputy Attorney General Antitrust Section JENNIFER A. THOMSON Deputy Attorney General Antitrust Segtwion . WINK - a I Met life/v6, ?me: AMES A. DONAHUE, Executive Deputy Attorney Attorney General PA Bar No. 42624 Public Protection Division 14th Floor, Strawberry Square Harrisburg, PA 17120 Ph: 717?787?4530 Fax: 717-787-1190 jdonahue@attorneygeneral. gov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 40 of 56 FOR PLAINTIFF STATE OF TENNESSEE ROBERT E. COOPER, IR. Attorney General and Reporter {emu-Q DOMEN, hf Senior Antitrust Counsel Tennessee Bar No. 015803 500 Charlotte Avenue Nashville, TN 37202 Ph: 615-253-3327 Fax: 615-532-6951 Vic.Domen@ag.tn. gov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 41 of 56 FOR PLAINTIFF STATE OF TEXAS make[6th MARK LEVY Assistant Attorney Gen Texas Bar No. 24014555 300 w. 15th Street, 7th Floor Austin, Texas 78701 Ph: 512-936-1847 Fax: 512-320?0975 gov Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 42 of 56 FOR PLAINTIFF COMMONWEALTH OF VIRGINIA KENNETH T. CUCCINELLI, II Attorney General PATRICIA L. WEST Chief Deputy Attorney General WESLEY G. RUSSELL, JR. Deputy Attorney General Civil Litigation Division DAVID B. IRVIN Senior Assistant Attorney General and Chief Consumer Protection Section SARAH OXENHAM ALLEN Assistant Attorney General Consumer Protection Section Virginia Bar No. 33217 Of?ce of the Attorney General 900 East Main Street Richmond, VA 23219 Ph: (804) 786-45557 Fax: (804) 786-0122 SOAllen@oa2.state.va.us Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 43 of 56 APPENDIX A CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL • HHIs in this appendix are calculated based on publicly available airline ticket revenue data from Department of Transportation’s Airline Origin and Destination Survey (DB1B) database, available at: http://www.transtats.bts.gov/DatabaseInfo.asp?DB_ID=125&Link=0 • Routes are listed only once but include flights at all airports within the metropolitan area and in both directions. For example, the entry CITY PAIR ROUTE Charlotte, NC (CLT) - Dallas, TX (DFW) Post-Merger HHI 9319 ∆ HHI 4648 includes flights from Charlotte, North Carolina, to airports in and around Dallas, Texas, including both Dallas-Fort Worth International Airport (DFW) and Love Field (DAL), and it includes flights from both airports to Charlotte. Appendix - Introduction Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 44 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Charlotte, NC (CLT) - Durango, CO (DRO) Charlotte, NC (CLT) - Dallas, TX (DFW) Dallas, TX (DFW) - Philadelphia, PA (PHL) Kahului, HI (OGG) - Tampa, FL (TPA) Kapaa, HI (LIH) - St. Louis, MO (STL) Fresno, CA (FAT) - Tampa, FL (TPA) Dallas, TX (DFW) - Phoenix, AZ (PHX) Miami, FL (MIA) - Salinas, CA (MRY) Indianapolis, IN (IND) - Kahului, HI (OGG) El Paso, TX (ELP) - Fresno, CA (FAT) Columbus, OH (CMH) - Riverside, CA (PSP) Miami, FL (MIA) - Santa Barbara, CA (SBA) Kapaa, HI (LIH) - Miami, FL (MIA) El Paso, TX (ELP) - Salinas, CA (MRY) Pittsburgh, PA (PIT) - St. Croix, VI (STX) Dallas, TX (DFW) - Greensboro, NC (GSO) Hilo, HI (KOA) - Miami, FL (MIA) Hilo, HI (KOA) - St. Louis, MO (STL) Kahului, HI (OGG) - St. Louis, MO (STL) Dallas, TX (DFW) - Virginia Beach, VA (ORF) Greensboro, NC (GSO) - St. Croix, VI (STX) Salinas, CA (MRY) - St. Louis, MO (STL) El Paso, TX (ELP) - Kapaa, HI (LIH) Charlotte, NC (CLT) - Riverside, CA (PSP) Charlotte, NC (CLT) - Fresno, CA (FAT) Fresno, CA (FAT) - Milwaukee, WI (MKE) St. Thomas, VI (STT) - Washington, DC (WAS) Riverside, CA (PSP) - St. Louis, MO (STL) Dallas, TX (DFW) - Richmond, VA (RIC) Austin, TX (AUS) - Santa Barbara, CA (SBA) Charleston, WV (CRW) - New York, NY (NYC) Kahului, HI (OGG) - Omaha, NE (OMA) Austin, TX (AUS) - Salinas, CA (MRY) Charlotte, NC (CLT) - Kahului, HI (OGG) Austin, TX (AUS) - Kapaa, HI (LIH) Riverside, CA (PSP) - Tampa, FL (TPA) Milwaukee, WI (MKE) - Riverside, CA (PSP) Chicago, IL (CHI) - Charlottesville, VA (CHO) Fresno, CA (FAT) - Miami, FL (MIA) Dallas, TX (DFW) - Salinas, CA (MRY) Pittsburgh, PA (PIT) - Riverside, CA (PSP) El Paso, TX (ELP) - Honolulu, HI (HNL) Post-Merger HHI ∆ HHI 10000 4742 9319 4648 9067 4491 9040 4478 8930 4448 8659 4259 8920 4205 9540 4079 8174 4006 8320 3866 7704 3703 8042 3634 8439 3619 8415 3612 10000 3600 8117 3559 7329 3528 7785 3418 8888 3331 7780 3316 10000 3299 6982 3277 3206 9185 8016 3185 7903 3165 7185 3164 6528 3137 6753 3085 8339 3085 6499 3068 6407 3034 6897 3033 6547 3027 10000 3022 6499 3006 6968 2985 6319 2966 8865 2949 9061 2948 7448 2938 6446 2932 8116 2923 CITY PAIR Fresno, CA (FAT) - Indianapolis, IN (IND) Dallas, TX (DFW) - Fresno, CA (FAT) Fresno, CA (FAT) - San Antonio, TX (SAT) Dallas, TX (DFW) - Kapaa, HI (LIH) Raleigh, NC (RDU) - St. Thomas, VI (STT) Phoenix, AZ (PHX) - St. Thomas, VI (STT) Austin, TX (AUS) - Riverside, CA (PSP) El Paso, TX (ELP) - Kahului, HI (OGG) Columbus, OH (CMH) - Fresno, CA (FAT) Austin, TX (AUS) - Fresno, CA (FAT) Kansas City, MO (MCI) - Kahului, HI (OGG) Dallas, TX (DFW) - Riverside, CA (ONT) Des Moines, IA (DSM) - Kahului, HI (OGG) Milwaukee, WI (MKE) - Kahului, HI (OGG) Kapaa, HI (LIH) - Tucson, AZ (TUS) Charlotte, NC (CLT) - Reno, NV (RNO) Dallas, TX (DFW) - Hilo, HI (KOA) Detroit, MI (DTW) - Fresno, CA (FAT) Santa Barbara, CA (SBA) - St. Louis, MO (STL) Columbus, OH (CMH) - St. Croix, VI (STX) Albuquerque, NM (ABQ) - Salinas, CA (MRY) El Paso, TX (ELP) - Hilo, HI (KOA) Atlanta, GA (ATL) - Fresno, CA (FAT) Charlotte, NC (CLT) - Tucson, AZ (TUS) Charlotte, NC (CLT) - Riverside, CA (ONT) Fresno, CA (FAT) - Pittsburgh, PA (PIT) Detroit, MI (DTW) - Riverside, CA (PSP) Albuquerque, NM (ABQ) - Kapaa, HI (LIH) Charlotte, NC (CLT) - Grand Junction, CO (GJT) Kansas City, MO (MCI) - Riverside, CA (PSP) Albuquerque, NM (ABQ) - Santa Barbara, CA (SBA) Hilo, HI (KOA) - Orlando, FL (MCO) Philadelphia, PA (PHL) - St. Thomas, VI (STT) Hartford, CT (BDL) - St. Thomas, VI (STT) Charlottesville, VA (CHO) - St. Louis, MO (STL) Dallas, TX (DFW) - Riverside, CA (PSP) Miami, FL (MIA) - Riverside, CA (PSP) Denver, CO (DEN) - St. Thomas, VI (STT) Minneapolis, MN (MSP) - St. Croix, VI (STX) Miami, FL (MIA) - Kahului, HI (OGG) Columbus, OH (CMH) - Kahului, HI (OGG) Dallas, TX (DFW) - Raleigh, NC (RDU) Post-Merger HHI ∆ HHI 6099 2905 8312 2899 6197 2895 7991 2892 6493 2845 6178 2843 6428 2839 6861 2808 6320 2801 7074 2795 6274 2772 8978 2770 6793 2753 6867 2717 6680 2700 6887 2672 6671 2664 6057 2662 5691 2656 8177 2621 6759 2575 9515 2574 5717 2571 5647 2567 5750 2503 6024 2501 5443 2491 6473 2484 6077 2475 5473 2455 6410 2455 5588 2454 7040 2449 5373 2444 6691 2438 8959 2428 7592 2423 5838 2407 5878 2402 7973 2388 7136 2383 7871 2354 Appendix 1 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 45 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Indianapolis, IN (IND) - St. Croix, VI (STX) Chicago, IL (CHI) - St. Thomas, VI (STT) Riverside, CA (PSP) - San Antonio, TX (SAT) Albuquerque, NM (ABQ) - Fresno, CA (FAT) Greensboro, NC (GSO) - Miami, FL (MIA) Charlotte, NC (CLT) - Key West, FL (EYW) Charlotte, NC (CLT) - Los Angeles, CA (SNA) Albuquerque, NM (ABQ) - Hilo, HI (KOA) Dallas, TX (DFW) - Pittsburgh, PA (PIT) Albuquerque, NM (ABQ) - Honolulu, HI (HNL) Salinas, CA (MRY) - Tucson, AZ (TUS) Indianapolis, IN (IND) - Riverside, CA (PSP) Fresno, CA (FAT) - St. Louis, MO (STL) Dallas, TX (DFW) - New York, NY (HPN) Hartford, CT (BDL) - Dallas, TX (DFW) Philadelphia, PA (PHL) - Riverside, CA (PSP) Miami, FL (MIA) - Phoenix, AZ (PHX) Atlanta, GA (ATL) - Riverside, CA (PSP) Columbia, SC (CAE) - Dallas, TX (DFW) Houston, TX (HOU) - San Juan, PR (SJU) Raleigh, NC (RDU) - San Juan, PR (SJU) Philadelphia, PA (PHL) - Tucson, AZ (TUS) Phoenix, AZ (PHX) - San Juan, PR (SJU) Chicago, IL (CHI) - Charlotte, NC (CLT) Detroit, MI (DTW) - St. Croix, VI (STX) Chattanooga, TN (CHA) - Chicago, IL (CHI) Charleston, SC (CHS) - Miami, FL (MIA) Boston, MA (BOS) - St. Thomas, VI (STT) Dallas, TX (DFW) - Reno, NV (RNO) Austin, TX (AUS) - Hilo, HI (KOA) Santa Barbara, CA (SBA) - Tucson, AZ (TUS) Boston, MA (BOS) - Key West, FL (EYW) Virginia Beach, VA (ORF) - St. Thomas, VI (STT) San Juan, PR (SJU) - Sacramento, CA (SMF) Boston, MA (BOS) - Riverside, CA (PSP) Kapaa, HI (LIH) - Orlando, FL (MCO) Greensboro, NC (GSO) - St. Thomas, VI (STT) Dallas, TX (DFW) - Savannah, GA (SAV) Hartford, CT (BDL) - Key West, FL (EYW) Dallas, TX (DFW) - Santa Barbara, CA (SBA) Kahului, HI (OGG) - San Antonio, TX (SAT) Las Vegas, NV (LAS) - San Juan, PR (SJU) Post-Merger HHI ∆ HHI 8140 2349 5759 2333 5514 2313 5708 2305 5699 2278 5573 2268 5196 2265 7026 2237 8361 2227 5692 2227 7706 2199 5055 2198 5756 2185 5037 2168 8299 2144 6764 2137 5006 2126 5169 2119 7648 2113 5695 2112 4765 2109 4757 2098 4755 2075 2061 6008 8834 2039 6818 2039 5380 2037 4871 2021 8619 2009 5363 2008 7273 2004 6327 1984 5239 1968 4709 1950 4922 1947 5457 1946 5466 1944 7094 1936 4983 1931 6048 1909 5275 1901 4883 1885 CITY PAIR Nashville, TN (BNA) - St. Thomas, VI (STT) Dallas, TX (DFW) - Sacramento, CA (SMF) Charlotte, NC (CLT) - Honolulu, HI (HNL) Charleston, SC (CHS) - St. Thomas, VI (STT) Orlando, FL (MCO) - Kahului, HI (OGG) Fresno, CA (FAT) - Philadelphia, PA (PHL) Cincinnati, OH (CIN) - St. Croix, VI (STX) Charlotte, NC (CLT) - San Jose, CA (SJC) El Paso, TX (ELP) - Santa Barbara, CA (SBA) Chicago, IL (CHI) - Wilmington, NC (ILM) Kahului, HI (OGG) - Pittsburgh, PA (PIT) Omaha, NE (OMA) - Riverside, CA (PSP) Miami, FL (MIA) - Virginia Beach, VA (ORF) Austin, TX (AUS) - Kahului, HI (OGG) Anchorage, AK (ANC) - El Paso, TX (ELP) Boston, MA (BOS) - Tucson, AZ (TUS) Houston, TX (HOU) - St. Thomas, VI (STT) Dallas, TX (DFW) - Greenville, SC (GSP) Fresno, CA (FAT) - Orlando, FL (MCO) San Juan, PR (SJU) - Washington, DC (WAS) Kahului, HI (OGG) - Tucson, AZ (TUS) Boston, MA (BOS) - Fresno, CA (FAT) Fresno, CA (FAT) - Minneapolis, MN (MSP) Charlottesville, VA (CHO) - Fayetteville, AR (XNA) Key West, FL (EYW) - Philadelphia, PA (PHL) Austin, TX (AUS) - Charlotte, NC (CLT) Austin, TX (AUS) - Tucson, AZ (TUS) San Diego, CA (SAN) - San Juan, PR (SJU) Charlottesville, VA (CHO) - Minneapolis, MN (MSP) Fresno, CA (FAT) - Tucson, AZ (TUS) Las Vegas, NV (LAS) - St. Thomas, VI (STT) Charlotte, NC (CLT) - Miami, FL (MIA) Chicago, IL (CHI) - Riverside, CA (PSP) Miami, FL (MIA) - Philadelphia, PA (PHL) San Juan, PR (SJU) - St. Louis, MO (STL) San Antonio, TX (SAT) - Tucson, AZ (TUS) Dallas, TX (DFW) - Knoxville, TN (TYS) Greensboro, NC (GSO) - San Juan, PR (SJU) Orlando, FL (MCO) - Riverside, CA (PSP) Buffalo, NY (BUF) - Fayetteville, AR (XNA) Hartford, CT (BDL) - San Juan, PR (SJU) Dallas, TX (DFW) - San Jose, CA (SJC) Post-Merger HHI ∆ HHI 5903 1877 7451 1855 5637 1845 5230 1844 4514 1834 5844 1831 8601 1831 5038 1815 8179 1805 6957 1801 5506 1800 4635 1799 4349 1798 5961 1791 7220 1789 5168 1780 7185 1771 6372 1759 5123 1750 4022 1739 5099 1728 5173 1713 4959 1705 5258 1702 4530 1697 5600 1693 5300 1687 4198 1678 4883 1669 7380 1667 7530 1665 7085 1645 7120 1638 5692 1619 4512 1599 4923 1597 7794 1590 4835 1574 4336 1571 4703 1555 4699 1547 9396 1546 Appendix 2 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 46 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Syracuse, NY (SYR) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - San Antonio, TX (SAT) St. Louis, MO (STL) - St. Thomas, VI (STT) Albuquerque, NM (ABQ) - Charlotte, NC (CLT) Honolulu, HI (HNL) - Omaha, NE (OMA) Charlotte, NC (CLT) - San Antonio, TX (SAT) Virginia Beach, VA (ORF) - San Juan, PR (SJU) Miami, FL (MIA) - Reno, NV (RNO) Chattanooga, TN (CHA) - Dallas, TX (DFW) Orlando, FL (MCO) - Salinas, CA (MRY) Dallas, TX (DFW) - San Juan, PR (SJU) New York, NY (HPN) - Phoenix, AZ (PHX) Boston, MA (BOS) - San Juan, PR (SJU) Charlottesville, VA (CHO) - Dallas, TX (DFW) Richmond, VA (RIC) - St. Thomas, VI (STT) Little Rock, AR (LIT) - Syracuse, NY (SYR) Savannah, GA (SAV) - St. Croix, VI (STX) Seattle, WA (SEA) - San Juan, PR (SJU) Charleston, SC (CHS) - Dallas, TX (DFW) Cleveland, OH (CLE) - St. Croix, VI (STX) Chicago, IL (CHI) - Huntsville, AL (HSV) Cleveland, OH (CLE) - St. Thomas, VI (STT) Minneapolis, MN (MSP) - Kahului, HI (OGG) New Orleans, LA (MSY) - St. Thomas, VI (STT) Durango, CO (DRO) - Miami, FL (MIA) Minneapolis, MN (MSP) - St. Thomas, VI (STT) Dallas, TX (DFW) - Syracuse, NY (SYR) Charlottesville, VA (CHO) - Des Moines, IA (DSM) Denver, CO (DEN) - San Juan, PR (SJU) Honolulu, HI (HNL) - Tucson, AZ (TUS) Philadelphia, PA (PHL) - Fayetteville, AR (XNA) Des Moines, IA (DSM) - Honolulu, HI (HNL) Des Moines, IA (DSM) - Reno, NV (RNO) Philadelphia, PA (PHL) - St. Croix, VI (STX) Honolulu, HI (HNL) - Indianapolis, IN (IND) Boston, MA (BOS) - Fayetteville, AR (XNA) Dallas, TX (DFW) - San Diego, CA (SAN) Albuquerque, NM (ABQ) - Kahului, HI (OGG) Charlottesville, VA (CHO) - Phoenix, AZ (PHX) Charlotte, NC (CLT) - El Paso, TX (ELP) Des Moines, IA (DSM) - Fresno, CA (FAT) Dallas, TX (DFW) - Jacksonville, FL (JAX) Post-Merger HHI ∆ HHI 4609 1545 4711 1541 6580 1541 4986 1540 4545 1531 5158 1519 5474 1517 4566 1502 6622 1495 5045 1492 3842 1491 4437 1484 3631 1479 4745 1476 5002 1466 4209 1462 5215 1462 3824 1462 5315 1457 7993 1449 4974 1446 4286 1431 4426 1430 1418 5276 5283 1417 4701 1410 4010 1409 5161 1397 3816 1381 4340 1380 4537 1377 4983 1371 4282 1350 9330 1331 3926 1328 4474 1327 6896 1323 5134 1322 6867 1319 5268 1317 5037 1311 7090 1309 CITY PAIR Riverside, CA (PSP) - Washington, DC (WAS) Des Moines, IA (DSM) - Tucson, AZ (TUS) Fresno, CA (FAT) - Omaha, NE (OMA) New York, NY (NYC) - Riverside, CA (PSP) St. Louis, MO (STL) - Tucson, AZ (TUS) Nashville, TN (BNA) - San Juan, PR (SJU) Austin, TX (AUS) - Honolulu, HI (HNL) Dallas, TX (DFW) - Huntsville, AL (HSV) Key West, FL (EYW) - Raleigh, NC (RDU) Charlottesville, VA (CHO) - Omaha, NE (OMA) Chattanooga, TN (CHA) - San Francisco, CA (SFO) Columbus, OH (CMH) - Honolulu, HI (HNL) Des Moines, IA (DSM) - Riverside, CA (PSP) Philadelphia, PA (PHL) - San Jose, CA (SJC) Boston, MA (BOS) - Kapaa, HI (LIH) Cincinnati, OH (CIN) - Dallas, TX (DFW) Miami, FL (MIA) - Louisville, KY (SDF) Kahului, HI (OGG) - Philadelphia, PA (PHL) St. Thomas, VI (STT) - Tallahassee, FL (TLH) Raleigh, NC (RDU) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - Milwaukee, WI (MKE) Washington, DC (WAS) - Fayetteville, AR (XNA) Fresno, CA (FAT) - Kansas City, MO (MCI) Des Moines, IA (DSM) - Riverside, CA (ONT) Indianapolis, IN (IND) - St. Thomas, VI (STT) Dallas, TX (DFW) - Cape Coral, FL (RSW) Boston, MA (BOS) - Santa Barbara, CA (SBA) Cleveland, OH (CLE) - San Juan, PR (SJU) Dallas, TX (DFW) - Tallahassee, FL (TLH) Charlotte, NC (CLT) - New York, NY (NYC) New York, NY (NYC) - San Juan, PR (SJU) Columbus, OH (CMH) - St. Thomas, VI (STT) New York, NY (HPN) - Louisville, KY (SDF) Hilo, HI (KOA) - Tucson, AZ (TUS) Dallas, TX (DFW) - Honolulu, HI (HNL) Los Angeles, CA (LAX) - St. Thomas, VI (STT) Dallas, TX (DFW) - Harrisburg, PA (MDT) Chicago, IL (CHI) - Phoenix, AZ (PHX) Dallas, TX (DFW) - Lexington, KY (LEX) Tampa, FL (TPA) - Tucson, AZ (TUS) El Paso, TX (ELP) - Minneapolis, MN (MSP) Chicago, IL (CHI) - Philadelphia, PA (PHL) Post-Merger HHI ∆ HHI 4360 1300 4786 1292 3874 1292 4283 1278 4306 1273 4957 1262 4531 1259 8308 1249 4746 1247 5087 1237 5000 1225 3984 1225 4797 1223 3728 1215 5009 1210 6239 1205 3821 1203 5157 1199 5006 1192 4878 1190 4656 1187 4195 1185 3980 1184 4661 1179 4761 1179 7914 1179 5013 1174 3567 1156 5578 1152 5408 1150 3573 1148 4530 1146 4898 1145 4981 1138 6180 1137 7828 1136 3722 1134 3868 1133 7635 1133 3663 1128 5393 1121 3779 1116 Appendix 3 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 47 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Detroit, MI (DTW) - Kahului, HI (OGG) Dallas, TX (DFW) - Tucson, AZ (TUS) Dallas, TX (DFW) - Washington, DC (WAS) Orlando, FL (MCO) - Santa Barbara, CA (SBA) Pittsburgh, PA (PIT) - St. Thomas, VI (STT) Miami, FL (MIA) - Washington, DC (WAS) Boston, MA (BOS) - Reno, NV (RNO) Miami, FL (MIA) - Fayetteville, AR (XNA) Tampa, FL (TPA) - Fayetteville, AR (XNA) Chicago, IL (CHI) - Kapaa, HI (LIH) Houston, TX (HOU) - Riverside, CA (PSP) New York, NY (NYC) - Fayetteville, AR (XNA) Charlottesville, VA (CHO) - Seattle, WA (SEA) Chicago, IL (CHI) - Hilo, HI (KOA) Minneapolis, MN (MSP) - San Juan, PR (SJU) Cape Coral, FL (RSW) - Fayetteville, AR (XNA) Chicago, IL (CHI) - San Juan, PR (SJU) Orlando, FL (MCO) - Tucson, AZ (TUS) Dallas, TX (DFW) - Los Angeles, CA (SNA) Charlottesville, VA (CHO) - San Diego, CA (SAN) Cleveland, OH (CLE) - Dallas, TX (DFW) Dallas, TX (DFW) - St. Thomas, VI (STT) Virginia Beach, VA (ORF) - Fayetteville, AR (XNA) Orlando, FL (MCO) - Fayetteville, AR (XNA) Fresno, CA (FAT) - New York, NY (NYC) Santa Barbara, CA (SBA) - Salt Lake City, UT (SLC) Austin, TX (AUS) - Columbia, SC (CAE) Fresno, CA (FAT) - Washington, DC (WAS) Fresno, CA (FAT) - Houston, TX (HOU) Detroit, MI (DTW) - Tucson, AZ (TUS) Philadelphia, PA (PHL) - Los Angeles, CA (SNA) Phoenix, AZ (PHX) - Richmond, VA (RIC) Dallas, TX (DFW) - Kahului, HI (OGG) Dallas, TX (DFW) - Miami, FL (PBI) Indianapolis, IN (IND) - Tucson, AZ (TUS) Los Angeles, CA (LAX) - San Juan, PR (SJU) San Francisco, CA (SFO) - San Juan, PR (SJU) Durango, CO (DRO) - San Antonio, TX (SAT) San Juan, PR (SJU) - Fayetteville, AR (XNA) San Francisco, CA (SFO) - St. Thomas, VI (STT) Charlotte, NC (CLT) - Los Angeles, CA (LAX) Riverside, CA (ONT) - Tampa, FL (TPA) Post-Merger HHI ∆ HHI 4623 1115 8367 1113 7111 1111 4729 1110 6199 1105 3350 1099 3228 1097 5213 1089 4809 1089 4812 1089 4827 1087 4238 1074 3998 1073 4704 1072 3776 1067 4835 1066 2806 1059 3508 1059 9283 1058 3640 1055 4494 1054 6531 1050 4322 1049 1047 4751 4255 1046 4720 1043 4351 1043 4112 1038 4575 1036 3293 1027 3113 1021 3462 1018 7965 1014 8074 1013 3763 1013 4164 1012 3252 1009 5052 1007 4985 1000 4846 995 5457 993 3341 992 CITY PAIR Boston, MA (BOS) - Little Rock, AR (LIT) Key West, FL (EYW) - Phoenix, AZ (PHX) Chicago, IL (CHI) - El Paso, TX (ELP) New York, NY (HPN) - San Diego, CA (SAN) New York, NY (NYC) - Tucson, AZ (TUS) Knoxville, TN (TYS) - Fayetteville, AR (XNA) Charlotte, NC (CLT) - San Diego, CA (SAN) Harrisburg, PA (MDT) - St. Louis, MO (STL) Louisville, KY (SDF) - San Juan, PR (SJU) New York, NY (NYC) - Riverside, CA (ONT) New York, NY (NYC) - St. Thomas, VI (STT) Chicago, IL (CHI) - Miami, FL (PBI) Boston, MA (BOS) - Riverside, CA (ONT) Honolulu, HI (HNL) - Philadelphia, PA (PHL) Nashville, TN (BNA) - New York, NY (NYC) Pittsburgh, PA (PIT) - Fayetteville, AR (XNA) Riverside, CA (ONT) - San Antonio, TX (SAT) Charleston, SC (CHS) - San Juan, PR (SJU) Dallas, TX (DFW) - Rochester, NY (ROC) Chicago, IL (CHI) - Fresno, CA (FAT) Honolulu, HI (HNL) - St. Louis, MO (STL) Boston, MA (BOS) - Dallas, TX (DFW) Atlanta, GA (ATL) - Grand Junction, CO (GJT) Kansas City, MO (MCI) - Tucson, AZ (TUS) St. Louis, MO (STL) - Syracuse, NY (SYR) Birmingham, AL (BHM) - St. Thomas, VI (STT) Huntsville, AL (HSV) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Kansas City, MO (MCI) Detroit, MI (DTW) - St. Thomas, VI (STT) Grand Junction, CO (GJT) - Philadelphia, PA (PHL) Chicago, IL (CHI) - Santa Barbara, CA (SBA) Richmond, VA (RIC) - Fayetteville, AR (XNA) Honolulu, HI (HNL) - Kansas City, MO (MCI) Detroit, MI (DTW) - El Paso, TX (ELP) New York, NY (NYC) - Santa Barbara, CA (SBA) New York, NY (HPN) - Fayetteville, AR (XNA) Miami, FL (MIA) - San Juan, PR (SJU) Harrisburg, PA (MDT) - Fayetteville, AR (XNA) Columbus, OH (CMH) - Los Angeles, CA (SNA) Austin, TX (AUS) - Greensboro, NC (GSO) Montgomery, AL (MGM) - Fayetteville, AR (XNA) Montgomery, AL (MGM) - Phoenix, AZ (PHX) Post-Merger HHI ∆ HHI 3387 969 5114 968 5089 966 3559 965 3967 963 4759 958 5509 956 3526 954 4899 951 3084 950 3873 947 6542 929 3066 928 3978 925 3518 923 4235 917 4014 914 5048 912 3776 910 4549 908 4515 907 5624 900 3588 893 3780 890 3539 890 5001 889 3944 885 5451 883 3512 879 4499 878 4819 878 4157 873 3287 869 4561 864 4872 863 4657 863 3750 862 4567 860 3066 855 4490 852 5064 848 5152 846 Appendix 4 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 48 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Tucson, AZ (TUS) - Washington, DC (WAS) El Paso, TX (ELP) - Philadelphia, PA (PHL) Austin, TX (AUS) - Los Angeles, CA (SNA) Phoenix, AZ (PHX) - Knoxville, TN (TYS) New York, NY (HPN) - St. Louis, MO (STL) Miami, FL (MIA) - Riverside, CA (ONT) Little Rock, AR (LIT) - Philadelphia, PA (PHL) Dallas, TX (DFW) - Grand Junction, CO (GJT) Birmingham, AL (BHM) - St. Croix, VI (STX) Lexington, KY (LEX) - Phoenix, AZ (PHX) Los Angeles, CA (LAX) - St. Louis, MO (STL) Charlotte, NC (CLT) - Fayetteville, AR (XNA) Las Vegas, NV (LAS) - Santa Barbara, CA (SBA) Miami, FL (MIA) - Raleigh, NC (RDU) Little Rock, AR (LIT) - Miami, FL (MIA) Orlando, FL (MCO) - Riverside, CA (ONT) Cape Coral, FL (RSW) - St. Thomas, VI (STT) New Orleans, LA (MSY) - San Juan, PR (SJU) Little Rock, AR (LIT) - Rochester, NY (ROC) Kapaa, HI (LIH) - Washington, DC (WAS) Louisville, KY (SDF) - St. Thomas, VI (STT) Detroit, MI (DTW) - San Juan, PR (SJU) Columbus, OH (CMH) - Tucson, AZ (TUS) Des Moines, IA (DSM) - Phoenix, AZ (PHX) Charlottesville, VA (CHO) - Denver, CO (DEN) Boston, MA (BOS) - Gainesville, FL (GNV) Charlottesville, VA (CHO) - Los Angeles, CA (LAX) Austin, TX (AUS) - Philadelphia, PA (PHL) Austin, TX (AUS) - Richmond, VA (RIC) Pittsburgh, PA (PIT) - Tucson, AZ (TUS) Hartford, CT (BDL) - Fayetteville, AR (XNA) Dallas, TX (DFW) - Portland, OR (PDX) Charlottesville, VA (CHO) - Milwaukee, WI (MKE) Kahului, HI (OGG) - Washington, DC (WAS) Philadelphia, PA (PHL) - San Antonio, TX (SAT) Dallas, TX (DFW) - New York, NY (NYC) Greensboro, NC (GSO) - San Antonio, TX (SAT) Columbus, OH (CMH) - Los Angeles, CA (LAX) Little Rock, AR (LIT) - Harrisburg, PA (MDT) Seattle, WA (SEA) - St. Thomas, VI (STT) San Antonio, TX (SAT) - Los Angeles, CA (SNA) Denver, CO (DEN) - Kapaa, HI (LIH) Post-Merger HHI ∆ HHI 4247 845 3902 843 3439 843 3700 838 3322 838 3305 837 3482 832 7233 823 10000 821 4181 819 4812 816 5930 816 5004 814 3423 814 3847 807 2953 805 5127 801 5674 799 3500 799 4887 796 4886 795 3117 791 3397 785 784 5219 4302 784 5346 783 3900 782 2837 777 3835 776 3255 773 4199 772 4837 770 5375 764 4700 761 2842 755 5211 754 4719 751 2923 750 4050 750 4204 748 3570 748 4845 747 CITY PAIR Dallas, TX (DFW) - Montgomery, AL (MGM) Omaha, NE (OMA) - Tucson, AZ (TUS) Los Angeles, CA (LAX) - Raleigh, NC (RDU) Birmingham, AL (BHM) - Miami, FL (MIA) Honolulu, HI (HNL) - Pittsburgh, PA (PIT) Little Rock, AR (LIT) - New York, NY (NYC) El Paso, TX (ELP) - Seattle, WA (SEA) Atlanta, GA (ATL) - San Juan, PR (SJU) Honolulu, HI (HNL) - Miami, FL (MIA) Honolulu, HI (HNL) - Tampa, FL (TPA) Gainesville, FL (GNV) - San Juan, PR (SJU) New York, NY (HPN) - Indianapolis, IN (IND) Des Moines, IA (DSM) - San Jose, CA (SJC) Chicago, IL (CHI) - Tucson, AZ (TUS) Chattanooga, TN (CHA) - Phoenix, AZ (PHX) Columbia, SC (CAE) - Fayetteville, AR (XNA) Detroit, MI (DTW) - Grand Junction, CO (GJT) Chattanooga, TN (CHA) - Los Angeles, CA (LAX) Buffalo, NY (BUF) - Dallas, TX (DFW) Chicago, IL (CHI) - Syracuse, NY (SYR) Charlotte, NC (CLT) - Sacramento, CA (SMF) Rochester, NY (ROC) - Fayetteville, AR (XNA) Detroit, MI (DTW) - Riverside, CA (ONT) Philadelphia, PA (PHL) - San Diego, CA (SAN) Miami, FL (MIA) - Tucson, AZ (TUS) Little Rock, AR (LIT) - Raleigh, NC (RDU) Raleigh, NC (RDU) - Washington, DC (WAS) San Jose, CA (SJC) - St. Louis, MO (STL) Pittsburgh, PA (PIT) - Los Angeles, CA (SNA) Hartford, CT (BDL) - Phoenix, AZ (PHX) Miami, FL (PBI) - San Francisco, CA (SFO) Durango, CO (DRO) - Tampa, FL (TPA) Boston, MA (BOS) - Kahului, HI (OGG) Miami, FL (MIA) - San Diego, CA (SAN) Richmond, VA (RIC) - St. Louis, MO (STL) Columbus, OH (CMH) - Dallas, TX (DFW) Nashville, TN (BNA) - St. Croix, VI (STX) Phoenix, AZ (PHX) - Cape Coral, FL (RSW) New York, NY (HPN) - Seattle, WA (SEA) Columbus, OH (CMH) - New York, NY (NYC) Reno, NV (RNO) - Tampa, FL (TPA) Savannah, GA (SAV) - Fayetteville, AR (XNA) Post-Merger HHI ∆ HHI 8376 746 3272 736 2808 734 3583 732 4474 729 3025 728 4387 728 4243 726 4481 726 3403 725 6576 724 3744 723 3651 718 4795 718 5224 718 5277 716 3495 714 5159 711 3590 708 4584 707 3665 706 4513 705 2905 699 4569 698 4278 696 3707 693 3411 690 3553 689 2862 687 3045 687 3238 684 5017 682 4044 682 2993 682 2976 681 7529 677 9444 671 2711 670 3511 668 3137 666 3854 663 4952 659 Appendix 5 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 49 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Little Rock, AR (LIT) - Pittsburgh, PA (PIT) Key West, FL (EYW) - Washington, DC (WAS) Columbia, SC (CAE) - Los Angeles, CA (LAX) New York, NY (NYC) - Reno, NV (RNO) Los Angeles, CA (SNA) - Tampa, FL (TPA) Albuquerque, NM (ABQ) - Philadelphia, PA (PHL) New York, NY (HPN) - Las Vegas, NV (LAS) San Juan, PR (SJU) - Tallahassee, FL (TLH) Cincinnati, OH (CIN) - St. Thomas, VI (STT) Dallas, TX (DFW) - Indianapolis, IN (IND) Des Moines, IA (DSM) - Philadelphia, PA (PHL) Houston, TX (HOU) - Kahului, HI (OGG) Richmond, VA (RIC) - San Francisco, CA (SFO) Boston, MA (BOS) - Salinas, CA (MRY) Chicago, IL (CHI) - Richmond, VA (RIC) Atlanta, GA (ATL) - Kahului, HI (OGG) Detroit, MI (DTW) - Key West, FL (EYW) Orlando, FL (MCO) - San Jose, CA (SJC) Gainesville, FL (GNV) - Los Angeles, CA (LAX) Chicago, IL (CHI) - San Jose, CA (SJC) Huntsville, AL (HSV) - Syracuse, NY (SYR) Columbus, OH (CMH) - San Jose, CA (SJC) Cincinnati, OH (CIN) - New York, NY (HPN) Miami, FL (PBI) - Phoenix, AZ (PHX) Boston, MA (BOS) - Lexington, KY (LEX) San Juan, PR (SJU) - Knoxville, TN (TYS) Jacksonville, FL (JAX) - Fayetteville, AR (XNA) Pensacola, FL (PNS) - Fayetteville, AR (XNA) Riverside, CA (ONT) - Philadelphia, PA (PHL) Chattanooga, TN (CHA) - Denver, CO (DEN) Kansas City, MO (MCI) - San Juan, PR (SJU) Los Angeles, CA (SNA) - St. Louis, MO (STL) Columbia, SC (CAE) - San Antonio, TX (SAT) Boston, MA (BOS) - Los Angeles, CA (SNA) Charlottesville, VA (CHO) - San Francisco, CA (SFO) Indianapolis, IN (IND) - San Juan, PR (SJU) Riverside, CA (ONT) - Washington, DC (WAS) Chicago, IL (CHI) - Harrisburg, PA (MDT) Milwaukee, WI (MKE) - Tucson, AZ (TUS) Chicago, IL (CHI) - Kahului, HI (OGG) New York, NY (HPN) - Little Rock, AR (LIT) Detroit, MI (DTW) - Los Angeles, CA (SNA) Post-Merger HHI ∆ HHI 3419 659 3829 657 3605 657 2886 656 2872 655 3204 655 2975 655 5177 651 4816 649 7180 647 3270 645 5285 645 3125 645 5303 644 4227 644 4665 643 5219 641 2754 640 5109 639 4974 639 4545 636 3066 635 4686 634 633 3204 4454 630 4579 628 5211 624 4492 622 3569 620 5343 614 3085 612 3356 609 4511 606 3047 606 4599 605 3250 605 2910 604 4921 602 2533 602 4523 602 4494 601 2798 601 CITY PAIR Hartford, CT (BDL) - Little Rock, AR (LIT) Columbus, OH (CMH) - Miami, FL (MIA) New York, NY (HPN) - Minneapolis, MN (MSP) Columbus, OH (CMH) - San Juan, PR (SJU) Dallas, TX (DFW) - Tampa, FL (TPA) Chicago, IL (CHI) - Salinas, CA (MRY) Key West, FL (EYW) - San Francisco, CA (SFO) New York, NY (HPN) - Knoxville, TN (TYS) Detroit, MI (DTW) - Fayetteville, AR (XNA) Chattanooga, TN (CHA) - St. Louis, MO (STL) Philadelphia, PA (PHL) - Reno, NV (RNO) Kansas City, MO (MCI) - Knoxville, TN (TYS) Des Moines, IA (DSM) - Miami, FL (PBI) Charlotte, NC (CLT) - San Francisco, CA (SFO) Boston, MA (BOS) - Louisville, KY (SDF) Chicago, IL (CHI) - Knoxville, TN (TYS) Miami, FL (MIA) - San Jose, CA (SJC) Atlanta, GA (ATL) - San Jose, CA (SJC) Des Moines, IA (DSM) - Wilmington, NC (ILM) Lexington, KY (LEX) - Kansas City, MO (MCI) Nashville, TN (BNA) - Rochester, NY (ROC) Miami, FL (PBI) - Fayetteville, AR (XNA) Hilo, HI (KOA) - New York, NY (NYC) Nashville, TN (BNA) - New York, NY (HPN) St. Thomas, VI (STT) - Knoxville, TN (TYS) Jacksonville, FL (JAX) - Phoenix, AZ (PHX) Minneapolis, MN (MSP) - Riverside, CA (ONT) Cape Coral, FL (RSW) - San Francisco, CA (SFO) Charlotte, NC (CLT) - Phoenix, AZ (PHX) Pittsburgh, PA (PIT) - San Jose, CA (SJC) Columbus, OH (CMH) - New York, NY (HPN) Detroit, MI (DTW) - Reno, NV (RNO) Charleston, SC (CHS) - Key West, FL (EYW) San Antonio, TX (SAT) - Savannah, GA (SAV) Chattanooga, TN (CHA) - Seattle, WA (SEA) Austin, TX (AUS) - Riverside, CA (ONT) Los Angeles, CA (LAX) - Richmond, VA (RIC) Salinas, CA (MRY) - New York, NY (NYC) San Antonio, TX (SAT) - Knoxville, TN (TYS) San Antonio, TX (SAT) - San Jose, CA (SJC) Des Moines, IA (DSM) - Knoxville, TN (TYS) New York, NY (HPN) - Los Angeles, CA (LAX) Post-Merger HHI ∆ HHI 3258 599 3161 596 3448 596 3131 594 6997 592 5356 591 6164 591 4688 589 5095 588 5385 587 3257 586 4543 580 5020 580 6547 580 3335 577 4426 577 3313 577 3439 573 5027 570 3795 570 3840 567 5232 566 2683 565 4351 565 5261 564 3050 564 2857 563 2681 563 5970 560 2903 560 6310 560 3275 558 5545 557 4287 555 5320 555 4018 552 2905 552 5542 551 4405 551 4077 548 4300 548 3258 548 Appendix 6 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 50 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Charlotte, NC (CLT) - Denver, CO (DEN) Phoenix, AZ (PHX) - Syracuse, NY (SYR) Richmond, VA (RIC) - Seattle, WA (SEA) Chicago, IL (CHI) - Reno, NV (RNO) Birmingham, AL (BHM) - San Juan, PR (SJU) New York, NY (NYC) - Kahului, HI (OGG) Virginia Beach, VA (ORF) - Phoenix, AZ (PHX) Orlando, FL (MCO) - Los Angeles, CA (SNA) Baton Rouge, LA (BTR) - Lexington, KY (LEX) Austin, TX (AUS) - Reno, NV (RNO) Charlotte, NC (CLT) - Kansas City, MO (MCI) Santa Barbara, CA (SBA) - Washington, DC (WAS) Gainesville, FL (GNV) - New York, NY (NYC) Chicago, IL (CHI) - Jacksonville, FL (JAX) Montgomery, AL (MGM) - San Francisco, CA (SFO) Hilo, HI (KOA) - Washington, DC (WAS) Indianapolis, IN (IND) - Miami, FL (MIA) Raleigh, NC (RDU) - San Francisco, CA (SFO) San Diego, CA (SAN) - Tampa, FL (TPA) Chicago, IL (CHI) - St. Croix, VI (STX) Dallas, TX (DFW) - Los Angeles, CA (LAX) Charlottesville, VA (CHO) - Little Rock, AR (LIT) Denver, CO (DEN) - Lexington, KY (LEX) Kapaa, HI (LIH) - Phoenix, AZ (PHX) Nashville, TN (BNA) - Washington, DC (WAS) San Antonio, TX (SAT) - Sacramento, CA (SMF) Phoenix, AZ (PHX) - Tallahassee, FL (TLH) Key West, FL (EYW) - Greensboro, NC (GSO) Charlotte, NC (CLT) - Seattle, WA (SEA) Pittsburgh, PA (PIT) - San Juan, PR (SJU) Greensboro, NC (GSO) - Fayetteville, AR (XNA) Boston, MA (BOS) - Des Moines, IA (DSM) Columbus, OH (CMH) - Fayetteville, AR (XNA) Denver, CO (DEN) - Richmond, VA (RIC) Miami, FL (MIA) - Knoxville, TN (TYS) Kapaa, HI (LIH) - New York, NY (NYC) Phoenix, AZ (PHX) - Fort Walton Beach, FL (VPS) Denver, CO (DEN) - Hilo, HI (KOA) Charlotte, NC (CLT) - Salt Lake City, UT (SLC) Omaha, NE (OMA) - San Juan, PR (SJU) Los Angeles, CA (LAX) - Tallahassee, FL (TLH) Kansas City, MO (MCI) - Syracuse, NY (SYR) Post-Merger HHI ∆ HHI 5192 547 3298 544 3084 544 4015 544 5331 543 2993 543 3132 541 2750 537 4938 535 4193 534 5285 534 5304 533 4830 533 2940 532 5057 529 4514 529 3189 529 2582 528 2600 528 9841 528 5112 528 5886 527 3415 526 526 4543 4006 524 3274 524 5470 523 5612 523 4832 522 4171 520 4916 519 2605 518 4343 517 2855 516 4933 514 2752 514 3529 512 4782 511 4602 510 3521 508 5315 504 3349 504 CITY PAIR Miami, FL (MIA) - Sacramento, CA (SMF) Cincinnati, OH (CIN) - San Juan, PR (SJU) Greenville, SC (GSP) - Fayetteville, AR (XNA) Dallas, TX (DFW) - Salt Lake City, UT (SLC) Dallas, TX (DFW) - Las Vegas, NV (LAS) Boston, MA (BOS) - Hilo, HI (KOA) Des Moines, IA (DSM) - Raleigh, NC (RDU) Dallas, TX (DFW) - Fort Walton Beach, FL (VPS) Charlottesville, VA (CHO) - Las Vegas, NV (LAS) Des Moines, IA (DSM) - Jacksonville, FL (JAX) Riverside, CA (ONT) - St. Louis, MO (STL) Omaha, NE (OMA) - Syracuse, NY (SYR) Las Vegas, NV (LAS) - Miami, FL (MIA) San Jose, CA (SJC) - Tampa, FL (TPA) Orlando, FL (MCO) - Reno, NV (RNO) Charleston, SC (CHS) - St. Croix, VI (STX) Raleigh, NC (RDU) - Seattle, WA (SEA) Greensboro, NC (GSO) - Los Angeles, CA (LAX) Kansas City, MO (MCI) - Philadelphia, PA (PHL) Denver, CO (DEN) - Montgomery, AL (MGM) Nashville, TN (BNA) - Charlottesville, VA (CHO) Columbus, OH (CMH) - Reno, NV (RNO) Kahului, HI (OGG) - Phoenix, AZ (PHX) El Paso, TX (ELP) - Milwaukee, WI (MKE) Harrisburg, PA (MDT) - Phoenix, AZ (PHX) Cincinnati, OH (CIN) - Rochester, NY (ROC) Houston, TX (HOU) - Reno, NV (RNO) Kansas City, MO (MCI) - Los Angeles, CA (SNA) Boston, MA (BOS) - Honolulu, HI (HNL) Little Rock, AR (LIT) - Richmond, VA (RIC) Richmond, VA (RIC) - San Diego, CA (SAN) Durango, CO (DRO) - Philadelphia, PA (PHL) Philadelphia, PA (PHL) - San Juan, PR (SJU) Detroit, MI (DTW) - Gulfport, MS (GPT) Wilmington, NC (ILM) - Seattle, WA (SEA) Miami, FL (MIA) - Pittsburgh, PA (PIT) Cincinnati, OH (CIN) - Little Rock, AR (LIT) Key West, FL (EYW) - St. Louis, MO (STL) Des Moines, IA (DSM) - Montgomery, AL (MGM) Los Angeles, CA (LAX) - Montgomery, AL (MGM) San Francisco, CA (SFO) - Tallahassee, FL (TLH) Los Angeles, CA (LAX) - Pittsburgh, PA (PIT) Post-Merger HHI ∆ HHI 2774 503 3442 502 5272 501 4506 500 6388 500 4509 498 3832 498 9022 496 5346 495 4522 495 3842 493 3346 491 3641 490 3037 490 3072 488 9341 488 2590 487 3342 484 4445 478 5661 476 6270 476 4533 476 4623 475 3620 474 3941 474 3105 473 3072 472 2507 472 4142 472 4152 471 3411 466 5257 466 3576 465 4883 465 5396 464 4094 463 4541 461 4897 460 5393 456 5000 456 5781 455 2713 455 Appendix 7 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 51 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Detroit, MI (DTW) - San Jose, CA (SJC) Hartford, CT (BDL) - Los Angeles, CA (LAX) Houston, TX (HOU) - Lexington, KY (LEX) Little Rock, AR (LIT) - Cape Coral, FL (RSW) El Paso, TX (ELP) - New York, NY (NYC) Chattanooga, TN (CHA) - Syracuse, NY (SYR) Charlotte, NC (CLT) - St. Louis, MO (STL) Denver, CO (DEN) - Fort Walton Beach, FL (VPS) Los Angeles, CA (LAX) - Miami, FL (PBI) Phoenix, AZ (PHX) - Tampa, FL (TPA) El Paso, TX (ELP) - Los Angeles, CA (LAX) Miami, FL (MIA) - Los Angeles, CA (SNA) Rochester, NY (ROC) - Louisville, KY (SDF) Key West, FL (EYW) - New York, NY (NYC) Nashville, TN (BNA) - Syracuse, NY (SYR) New York, NY (HPN) - Kansas City, MO (MCI) Indianapolis, IN (IND) - San Jose, CA (SJC) Omaha, NE (OMA) - Miami, FL (PBI) Anchorage, AK (ANC) - Columbus, OH (CMH) Minneapolis, MN (MSP) - Riverside, CA (PSP) Pittsburgh, PA (PIT) - San Diego, CA (SAN) El Paso, TX (ELP) - Portland, OR (PDX) Chicago, IL (CHI) - Mobile, AL (MOB) Los Angeles, CA (LAX) - Lexington, KY (LEX) Dallas, TX (DFW) - Orlando, FL (MCO) Chattanooga, TN (CHA) - Las Vegas, NV (LAS) Des Moines, IA (DSM) - Syracuse, NY (SYR) Raleigh, NC (RDU) - San Antonio, TX (SAT) San Francisco, CA (SFO) - Tampa, FL (TPA) Gainesville, FL (GNV) - Philadelphia, PA (PHL) Virginia Beach, VA (ORF) - San Francisco, CA (SFO) Raleigh, NC (RDU) - San Diego, CA (SAN) Pittsburgh, PA (PIT) - Reno, NV (RNO) Indianapolis, IN (IND) - Riverside, CA (ONT) Las Vegas, NV (LAS) - Richmond, VA (RIC) New York, NY (NYC) - Raleigh, NC (RDU) Mobile, AL (MOB) - Phoenix, AZ (PHX) Tallahassee, FL (TLH) - Fayetteville, AR (XNA) Key West, FL (EYW) - Las Vegas, NV (LAS) Mobile, AL (MOB) - St. Louis, MO (STL) Riverside, CA (ONT) - Pittsburgh, PA (PIT) Chattanooga, TN (CHA) - San Diego, CA (SAN) Post-Merger HHI ∆ HHI 2931 454 2628 453 3960 451 4582 451 4710 450 5225 450 6079 449 3761 446 3421 445 4073 443 5347 442 3141 442 3431 441 3767 441 4010 440 3029 439 3193 437 4576 436 3993 435 3129 433 2625 431 4077 431 4718 431 431 3480 6570 431 5739 431 3540 430 2819 429 2502 428 5296 428 2619 427 2545 426 3770 423 4118 421 2632 418 2619 416 3393 415 5582 415 5533 415 4683 415 3463 414 5736 413 CITY PAIR Des Moines, IA (DSM) - San Diego, CA (SAN) Montgomery, AL (MGM) - Seattle, WA (SEA) Houston, TX (HOU) - Hilo, HI (KOA) Memphis, TN (MEM) - Miami, FL (MIA) Nashville, TN (BNA) - Key West, FL (EYW) Boston, MA (BOS) - Phoenix, AZ (PHX) Jacksonville, FL (JAX) - St. Thomas, VI (STT) Richmond, VA (RIC) - San Antonio, TX (SAT) Miami, FL (PBI) - St. Louis, MO (STL) Atlanta, GA (ATL) - Riverside, CA (ONT) Boston, MA (BOS) - Huntsville, AL (HSV) Charlotte, NC (CLT) - Omaha, NE (OMA) Cincinnati, OH (CIN) - Fayetteville, AR (XNA) Hartford, CT (BDL) - Baton Rouge, LA (BTR) San Jose, CA (SJC) - Washington, DC (WAS) Jackson, MS (JAN) - Phoenix, AZ (PHX) Las Vegas, NV (LAS) - Harrisburg, PA (MDT) Austin, TX (AUS) - San Juan, PR (SJU) Reno, NV (RNO) - Washington, DC (WAS) Minneapolis, MN (MSP) - Tucson, AZ (TUS) Austin, TX (AUS) - Harrisburg, PA (MDT) Salinas, CA (MRY) - Phoenix, AZ (PHX) Boston, MA (BOS) - San Antonio, TX (SAT) Phoenix, AZ (PHX) - Pensacola, FL (PNS) Columbus, OH (CMH) - Riverside, CA (ONT) Denver, CO (DEN) - Miami, FL (PBI) Baton Rouge, LA (BTR) - San Juan, PR (SJU) Austin, TX (AUS) - Durango, CO (DRO) Austin, TX (AUS) - Los Angeles, CA (LAX) Austin, TX (AUS) - Charlottesville, VA (CHO) Baton Rouge, LA (BTR) - Columbus, OH (CMH) Cleveland, OH (CLE) - Fayetteville, AR (XNA) Chattanooga, TN (CHA) - Houston, TX (HOU) Memphis, TN (MEM) - Phoenix, AZ (PHX) Charlotte, NC (CLT) - Las Vegas, NV (LAS) Chicago, IL (CHI) - Fort Walton Beach, FL (VPS) Miami, FL (MIA) - Richmond, VA (RIC) Atlanta, GA (ATL) - Reno, NV (RNO) Austin, TX (AUS) - Raleigh, NC (RDU) Lexington, KY (LEX) - Syracuse, NY (SYR) Miami, FL (MIA) - Salt Lake City, UT (SLC) Chicago, IL (CHI) - Raleigh, NC (RDU) Post-Merger HHI ∆ HHI 2991 413 5549 412 5437 411 4082 404 4663 404 3632 404 3969 404 3512 403 3500 403 3136 403 3855 402 4478 402 5150 402 5950 398 2594 397 2850 397 3460 396 2692 396 2700 395 4121 395 3369 394 9083 393 3126 393 3086 392 3863 390 3280 390 5023 390 3946 389 3121 388 4508 386 4922 386 3346 385 5565 384 4378 383 5633 383 5381 381 3146 381 3073 380 2774 379 4516 377 3320 375 3352 373 Appendix 8 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 52 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Dallas, TX (DFW) - Louisville, KY (SDF) Memphis, TN (MEM) - San Juan, PR (SJU) New York, NY (NYC) - Washington, DC (WAS) Des Moines, IA (DSM) - Los Angeles, CA (LAX) Dallas, TX (DFW) - Wilmington, NC (ILM) Jacksonville, FL (JAX) - San Juan, PR (SJU) Charlotte, NC (CLT) - Portland, OR (PDX) Baton Rouge, LA (BTR) - Richmond, VA (RIC) Des Moines, IA (DSM) - Los Angeles, CA (SNA) Kahului, HI (OGG) - Salt Lake City, UT (SLC) Cape Coral, FL (RSW) - San Juan, PR (SJU) Des Moines, IA (DSM) - Washington, DC (WAS) San Diego, CA (SAN) - St. Louis, MO (STL) Columbus, OH (CMH) - San Diego, CA (SAN) Anchorage, AK (ANC) - Tampa, FL (TPA) Buffalo, NY (BUF) - Little Rock, AR (LIT) Houston, TX (HOU) - Virginia Beach, VA (ORF) Reno, NV (RNO) - San Antonio, TX (SAT) Chattanooga, TN (CHA) - Fayetteville, AR (XNA) Cincinnati, OH (CIN) - Phoenix, AZ (PHX) Chicago, IL (CHI) - Tallahassee, FL (TLH) Austin, TX (AUS) - Sacramento, CA (SMF) Chattanooga, TN (CHA) - Kansas City, MO (MCI) Orlando, FL (MCO) - San Juan, PR (SJU) Gulfport, MS (GPT) - Minneapolis, MN (MSP) Houston, TX (HOU) - Kapaa, HI (LIH) Boston, MA (BOS) - El Paso, TX (ELP) Cincinnati, OH (CIN) - Miami, FL (MIA) Columbus, OH (CMH) - Syracuse, NY (SYR) Kansas City, MO (MCI) - Raleigh, NC (RDU) Little Rock, AR (LIT) - Miami, FL (PBI) Denver, CO (DEN) - Kahului, HI (OGG) Des Moines, IA (DSM) - Sacramento, CA (SMF) Seattle, WA (SEA) - Fort Walton Beach, FL (VPS) Austin, TX (AUS) - Huntsville, AL (HSV) Des Moines, IA (DSM) - Greenville, SC (GSP) Las Vegas, NV (LAS) - Lexington, KY (LEX) Lexington, KY (LEX) - New York, NY (NYC) Dallas, TX (DFW) - Detroit, MI (DTW) Gainesville, FL (GNV) - Louisville, KY (SDF) St. Louis, MO (STL) - Knoxville, TN (TYS) Miami, FL (MIA) - St. Louis, MO (STL) Post-Merger HHI ∆ HHI 6979 372 4175 372 3201 372 2947 372 5639 372 4120 371 3709 371 5129 371 3145 371 3497 370 4369 368 3284 368 2967 367 2702 366 3503 365 2779 365 2778 362 4524 361 6035 360 3479 360 5407 358 3323 357 5869 356 355 4353 5688 353 5668 353 5456 352 4636 352 3973 352 3046 351 5040 350 5380 350 2629 350 3723 349 3718 349 4251 348 4617 348 4458 348 4006 347 5418 346 5379 345 3736 345 CITY PAIR New York, NY (NYC) - Virginia Beach, VA (ORF) Rochester, NY (ROC) - St. Louis, MO (STL) Las Vegas, NV (LAS) - Salinas, CA (MRY) Charlotte, NC (CLT) - Des Moines, IA (DSM) Harrisburg, PA (MDT) - Seattle, WA (SEA) Cape Coral, FL (RSW) - San Diego, CA (SAN) Jacksonville, FL (JAX) - San Francisco, CA (SFO) Los Angeles, CA (SNA) - Washington, DC (WAS) Little Rock, AR (LIT) - Washington, DC (WAS) Reno, NV (RNO) - St. Louis, MO (STL) Miami, FL (PBI) - Seattle, WA (SEA) Los Angeles, CA (LAX) - Cape Coral, FL (RSW) Lexington, KY (LEX) - San Francisco, CA (SFO) San Francisco, CA (SFO) - St. Louis, MO (STL) Austin, TX (AUS) - Lexington, KY (LEX) Des Moines, IA (DSM) - Mobile, AL (MOB) El Paso, TX (ELP) - Salt Lake City, UT (SLC) Dallas, TX (DFW) - Miami, FL (MIA) Austin, TX (AUS) - Savannah, GA (SAV) Baton Rouge, LA (BTR) - Cincinnati, OH (CIN) Orlando, FL (MCO) - Phoenix, AZ (PHX) Key West, FL (EYW) - Richmond, VA (RIC) San Jose, CA (SJC) - Tucson, AZ (TUS) Chicago, IL (CHI) - Rochester, NY (ROC) Kansas City, MO (MCI) - Riverside, CA (ONT) Huntsville, AL (HSV) - Kansas City, MO (MCI) Boston, MA (BOS) - Grand Junction, CO (GJT) Omaha, NE (OMA) - Los Angeles, CA (SNA) Pensacola, FL (PNS) - San Juan, PR (SJU) El Paso, TX (ELP) - San Jose, CA (SJC) Nashville, TN (BNA) - Miami, FL (MIA) Durango, CO (DRO) - Pittsburgh, PA (PIT) Nashville, TN (BNA) - Boston, MA (BOS) Cleveland, OH (CLE) - Miami, FL (MIA) Des Moines, IA (DSM) - Miami, FL (MIA) Kansas City, MO (MCI) - Mobile, AL (MOB) Des Moines, IA (DSM) - Gulfport, MS (GPT) Kansas City, MO (MCI) - Fort Walton Beach, FL (VPS) Anchorage, AK (ANC) - Charlotte, NC (CLT) Pittsburgh, PA (PIT) - San Antonio, TX (SAT) Los Angeles, CA (LAX) - Knoxville, TN (TYS) Kansas City, MO (MCI) - Harrisburg, PA (MDT) Post-Merger HHI ∆ HHI 3065 344 3063 343 5718 343 4459 343 3640 342 2930 342 2638 342 2798 341 3012 340 3938 340 3470 339 2683 339 3416 338 2644 338 4331 337 4564 336 4641 336 6537 335 4641 334 4797 333 4022 333 5833 332 5027 331 5006 330 3922 328 5947 328 5419 328 2541 327 4740 327 5326 327 4185 326 6192 326 2885 325 3678 325 3715 324 3917 323 4617 323 4599 321 4572 321 2599 321 3201 320 3532 319 Appendix 9 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 53 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Wilmington, NC (ILM) - Omaha, NE (OMA) Baton Rouge, LA (BTR) - Raleigh, NC (RDU) Baton Rouge, LA (BTR) - Washington, DC (WAS) Columbus, OH (CMH) - San Francisco, CA (SFO) Minneapolis, MN (MSP) - Knoxville, TN (TYS) Grand Junction, CO (GJT) - Tampa, FL (TPA) Jacksonville, FL (JAX) - Omaha, NE (OMA) Wilmington, NC (ILM) - San Francisco, CA (SFO) St. Louis, MO (STL) - Tallahassee, FL (TLH) Greenville, SC (GSP) - Los Angeles, CA (LAX) Greensboro, NC (GSO) - Phoenix, AZ (PHX) Hartford, CT (BDL) - New Orleans, LA (MSY) Los Angeles, CA (LAX) - Virginia Beach, VA (ORF) Chattanooga, TN (CHA) - San Antonio, TX (SAT) Jacksonville, FL (JAX) - Seattle, WA (SEA) Hartford, CT (BDL) - San Diego, CA (SAN) San Antonio, TX (SAT) - San Juan, PR (SJU) Harrisburg, PA (MDT) - San Antonio, TX (SAT) Nashville, TN (BNA) - Harrisburg, PA (MDT) San Antonio, TX (SAT) - San Francisco, CA (SFO) Los Angeles, CA (LAX) - Tampa, FL (TPA) Cleveland, OH (CLE) - New York, NY (HPN) Harrisburg, PA (MDT) - Miami, FL (MIA) Gainesville, FL (GNV) - New Orleans, LA (MSY) Boston, MA (BOS) - Fort Walton Beach, FL (VPS) San Juan, PR (SJU) - Salt Lake City, UT (SLC) Austin, TX (AUS) - Hartford, CT (BDL) Des Moines, IA (DSM) - Pittsburgh, PA (PIT) Chattanooga, TN (CHA) - Minneapolis, MN (MSP) Des Moines, IA (DSM) - Richmond, VA (RIC) Milwaukee, WI (MKE) - San Jose, CA (SJC) Omaha, NE (OMA) - Tallahassee, FL (TLH) Columbia, SC (CAE) - Kansas City, MO (MCI) San Diego, CA (SAN) - Syracuse, NY (SYR) New York, NY (HPN) - San Francisco, CA (SFO) Boston, MA (BOS) - Tallahassee, FL (TLH) Dallas, TX (DFW) - St. Croix, VI (STX) Little Rock, AR (LIT) - Orlando, FL (MCO) San Juan, PR (SJU) - Tampa, FL (TPA) Seattle, WA (SEA) - Syracuse, NY (SYR) Chicago, IL (CHI) - Key West, FL (EYW) Sacramento, CA (SMF) - St. Louis, MO (STL) Post-Merger HHI ∆ HHI 5191 319 4815 318 3776 318 2615 317 4540 317 5003 317 5067 317 6101 317 5690 316 3094 316 4397 315 2920 315 2594 314 5910 313 2844 313 2509 312 2667 311 3358 311 3909 310 3291 310 3126 310 4704 310 5288 310 309 6253 4955 309 4901 309 2809 309 3185 308 6035 307 3387 307 3322 307 6189 307 4527 306 2797 306 4195 305 5024 304 10000 303 4050 303 6112 301 2852 301 3494 300 2582 299 CITY PAIR Austin, TX (AUS) - Virginia Beach, VA (ORF) Seattle, WA (SEA) - Tallahassee, FL (TLH) Minneapolis, MN (MSP) - Syracuse, NY (SYR) Phoenix, AZ (PHX) - Savannah, GA (SAV) Huntsville, AL (HSV) - Las Vegas, NV (LAS) Omaha, NE (OMA) - Raleigh, NC (RDU) Huntsville, AL (HSV) - Seattle, WA (SEA) New York, NY (HPN) - Memphis, TN (MEM) Hilo, HI (KOA) - Phoenix, AZ (PHX) Salinas, CA (MRY) - Washington, DC (WAS) Austin, TX (AUS) - Pittsburgh, PA (PIT) Gulfport, MS (GPT) - New York, NY (NYC) Boston, MA (BOS) - Baton Rouge, LA (BTR) El Paso, TX (ELP) - Pittsburgh, PA (PIT) Little Rock, AR (LIT) - Tampa, FL (TPA) Key West, FL (EYW) - Louisville, KY (SDF) Greensboro, NC (GSO) - San Diego, CA (SAN) San Francisco, CA (SFO) - Fort Walton Beach, FL (VPS) Philadelphia, PA (PHL) - Seattle, WA (SEA) Cape Coral, FL (RSW) - San Antonio, TX (SAT) Fresno, CA (FAT) - Phoenix, AZ (PHX) Phoenix, AZ (PHX) - Pittsburgh, PA (PIT) Philadelphia, PA (PHL) - St. Louis, MO (STL) Chicago, IL (CHI) - Gulfport, MS (GPT) Charleston, SC (CHS) - Los Angeles, CA (LAX) Los Angeles, CA (LAX) - Harrisburg, PA (MDT) Honolulu, HI (HNL) - Orlando, FL (MCO) Denver, CO (DEN) - Greensboro, NC (GSO) St. Louis, MO (STL) - St. Croix, VI (STX) Harrisburg, PA (MDT) - Louisville, KY (SDF) Lexington, KY (LEX) - Fayetteville, AR (XNA) Jackson, MS (JAN) - Minneapolis, MN (MSP) Hartford, CT (BDL) - Fort Walton Beach, FL (VPS) Gulfport, MS (GPT) - Phoenix, AZ (PHX) Montgomery, AL (MGM) - Minneapolis, MN (MSP) Kansas City, MO (MCI) - Cape Coral, FL (RSW) Syracuse, NY (SYR) - Knoxville, TN (TYS) Miami, FL (PBI) - San Diego, CA (SAN) Sacramento, CA (SMF) - Tampa, FL (TPA) Little Rock, AR (LIT) - Virginia Beach, VA (ORF) Omaha, NE (OMA) - Pensacola, FL (PNS) St. Louis, MO (STL) - Washington, DC (WAS) Post-Merger HHI ∆ HHI 2846 299 6209 298 3796 298 4230 297 3885 297 2818 297 3345 296 4067 295 4454 295 5619 295 2609 295 4484 295 4280 293 3986 293 3930 293 6170 293 4099 293 3454 293 4246 293 2676 291 9574 290 4094 290 4704 289 4618 289 3071 289 3884 288 2888 288 3382 287 9073 287 3581 287 4320 287 4719 287 5478 287 4028 286 6343 286 3056 286 4611 286 3433 286 2501 285 3660 285 4733 285 3561 284 Appendix 10 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 54 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Dallas, TX (DFW) - Gainesville, FL (GNV) Indianapolis, IN (IND) - Syracuse, NY (SYR) New York, NY (NYC) - Tallahassee, FL (TLH) Jackson, MS (JAN) - New York, NY (NYC) New York, NY (HPN) - Lexington, KY (LEX) Denver, CO (DEN) - Mobile, AL (MOB) Jacksonville, FL (JAX) - Little Rock, AR (LIT) Des Moines, IA (DSM) - Huntsville, AL (HSV) Key West, FL (EYW) - Pittsburgh, PA (PIT) Columbus, OH (CMH) - El Paso, TX (ELP) Houston, TX (HOU) - Tucson, AZ (TUS) Louisville, KY (SDF) - Syracuse, NY (SYR) Miami, FL (MIA) - New Orleans, LA (MSY) Greenville, SC (GSP) - Phoenix, AZ (PHX) Phoenix, AZ (PHX) - Raleigh, NC (RDU) Harrisburg, PA (MDT) - San Diego, CA (SAN) Phoenix, AZ (PHX) - Rochester, NY (ROC) Hartford, CT (BDL) - San Francisco, CA (SFO) Kansas City, MO (MCI) - Rochester, NY (ROC) Baton Rouge, LA (BTR) - Philadelphia, PA (PHL) El Paso, TX (ELP) - Indianapolis, IN (IND) Philadelphia, PA (PHL) - Phoenix, AZ (PHX) Dallas, TX (DFW) - San Francisco, CA (SFO) Columbus, OH (CMH) - Little Rock, AR (LIT) St. Thomas, VI (STT) - Tampa, FL (TPA) Kansas City, MO (MCI) - Miami, FL (PBI) Huntsville, AL (HSV) - Minneapolis, MN (MSP) El Paso, TX (ELP) - Riverside, CA (PSP) Columbus, OH (CMH) - Seattle, WA (SEA) Charlottesville, VA (CHO) - Indianapolis, IN (IND) Philadelphia, PA (PHL) - Sacramento, CA (SMF) Anchorage, AK (ANC) - Indianapolis, IN (IND) New Orleans, LA (MSY) - Philadelphia, PA (PHL) Milwaukee, WI (MKE) - Knoxville, TN (TYS) Minneapolis, MN (MSP) - Miami, FL (PBI) Gainesville, FL (GNV) - Washington, DC (WAS) Gulfport, MS (GPT) - Los Angeles, CA (LAX) Cape Coral, FL (RSW) - Seattle, WA (SEA) Charlottesville, VA (CHO) - Louisville, KY (SDF) Sacramento, CA (SMF) - Washington, DC (WAS) Austin, TX (AUS) - Cape Coral, FL (RSW) Richmond, VA (RIC) - San Juan, PR (SJU) Post-Merger HHI ∆ HHI 6248 283 3346 283 4681 282 3886 282 4864 280 3366 280 5509 278 5237 278 3483 277 4590 276 4404 276 3612 275 4056 275 2929 274 3293 273 4131 272 2756 272 2651 271 2970 271 3775 271 4014 270 5804 270 4033 270 270 3273 4436 269 3537 269 5458 268 6530 268 2515 267 4591 266 2572 266 5094 266 3952 265 4213 265 4823 264 4883 263 3661 262 2839 262 7869 261 2686 261 2913 261 2720 261 CITY PAIR Mobile, AL (MOB) - San Francisco, CA (SFO) Salt Lake City, UT (SLC) - Tampa, FL (TPA) Omaha, NE (OMA) - San Diego, CA (SAN) Los Angeles, CA (LAX) - Philadelphia, PA (PHL) Columbia, SC (CAE) - Seattle, WA (SEA) Austin, TX (AUS) - Chattanooga, TN (CHA) Harrisburg, PA (MDT) - Omaha, NE (OMA) Fort Walton Beach, FL (VPS) - Fayetteville, AR (XNA) Boston, MA (BOS) - Pensacola, FL (PNS) Minneapolis, MN (MSP) - Fort Walton Beach, FL (VPS) Omaha, NE (OMA) - Richmond, VA (RIC) El Paso, TX (ELP) - Tampa, FL (TPA) Des Moines, IA (DSM) - Rochester, NY (ROC) Philadelphia, PA (PHL) - Tallahassee, FL (TLH) Austin, TX (AUS) - Cincinnati, OH (CIN) Omaha, NE (OMA) - Savannah, GA (SAV) Cleveland, OH (CLE) - Little Rock, AR (LIT) Greensboro, NC (GSO) - Omaha, NE (OMA) Huntsville, AL (HSV) - Indianapolis, IN (IND) Des Moines, IA (DSM) - El Paso, TX (ELP) Phoenix, AZ (PHX) - San Antonio, TX (SAT) Atlanta, GA (ATL) - St. Thomas, VI (STT) Raleigh, NC (RDU) - Tallahassee, FL (TLH) Boston, MA (BOS) - Mobile, AL (MOB) Grand Junction, CO (GJT) - Miami, FL (MIA) Austin, TX (AUS) - Knoxville, TN (TYS) Gainesville, FL (GNV) - Indianapolis, IN (IND) El Paso, TX (ELP) - San Francisco, CA (SFO) Jacksonville, FL (JAX) - Los Angeles, CA (LAX) Greensboro, NC (GSO) - Houston, TX (HOU) Boston, MA (BOS) - Miami, FL (MIA) Birmingham, AL (BHM) - Key West, FL (EYW) Hartford, CT (BDL) - Jackson, MS (JAN) Detroit, MI (DTW) - Jackson, MS (JAN) Indianapolis, IN (IND) - Reno, NV (RNO) Charleston, SC (CHS) - Fayetteville, AR (XNA) Wilmington, NC (ILM) - Las Vegas, NV (LAS) Columbia, SC (CAE) - San Francisco, CA (SFO) Honolulu, HI (HNL) - Washington, DC (WAS) St. Louis, MO (STL) - Fort Walton Beach, FL (VPS) Austin, TX (AUS) - Phoenix, AZ (PHX) Jacksonville, FL (JAX) - Kansas City, MO (MCI) Post-Merger HHI ∆ HHI 3410 261 2876 260 2766 260 4309 259 3457 259 5587 258 3604 257 4338 257 3307 257 6289 256 3508 256 3311 255 3396 255 5014 255 3879 254 5733 254 2934 254 3827 253 5972 252 5590 252 4697 251 5168 250 5133 249 4940 249 5388 249 4141 249 5173 248 5400 248 2916 248 4051 248 3887 248 4205 247 3698 247 4440 247 3892 246 5979 246 6043 246 3428 245 4913 245 5733 245 4814 244 3399 230 Appendix 11 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 55 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Houston, TX (HOU) - Knoxville, TN (TYS) Denver, CO (DEN) - Knoxville, TN (TYS) El Paso, TX (ELP) - Orlando, FL (MCO) Atlanta, GA (ATL) - El Paso, TX (ELP) Boston, MA (BOS) - Jackson, MS (JAN) Milwaukee, WI (MKE) - Reno, NV (RNO) Gulfport, MS (GPT) - Kansas City, MO (MCI) Huntsville, AL (HSV) - New York, NY (NYC) San Francisco, CA (SFO) - Knoxville, TN (TYS) Miami, FL (MIA) - Omaha, NE (OMA) Lexington, KY (LEX) - Rochester, NY (ROC) Montgomery, AL (MGM) - San Diego, CA (SAN) Huntsville, AL (HSV) - San Francisco, CA (SFO) Savannah, GA (SAV) - San Francisco, CA (SFO) Gainesville, FL (GNV) - Raleigh, NC (RDU) Detroit, MI (DTW) - Honolulu, HI (HNL) Los Angeles, CA (LAX) - Miami, FL (MIA) Dallas, TX (DFW) - Seattle, WA (SEA) Milwaukee, WI (MKE) - Riverside, CA (ONT) Huntsville, AL (HSV) - Los Angeles, CA (LAX) Chicago, IL (CHI) - Montgomery, AL (MGM) Des Moines, IA (DSM) - New York, NY (NYC) Birmingham, AL (BHM) - Des Moines, IA (DSM) Hartford, CT (BDL) - San Antonio, TX (SAT) Baton Rouge, LA (BTR) - Greensboro, NC (GSO) Los Angeles, CA (LAX) - Savannah, GA (SAV) Pensacola, FL (PNS) - San Diego, CA (SAN) Hartford, CT (BDL) - Seattle, WA (SEA) Pensacola, FL (PNS) - San Francisco, CA (SFO) Austin, TX (AUS) - Grand Junction, CO (GJT) Hartford, CT (BDL) - Pensacola, FL (PNS) Omaha, NE (OMA) - Cape Coral, FL (RSW) Wilmington, NC (ILM) - Los Angeles, CA (LAX) Indianapolis, IN (IND) - Knoxville, TN (TYS) Chicago, IL (CHI) - Riverside, CA (ONT) Baton Rouge, LA (BTR) - Pittsburgh, PA (PIT) Indianapolis, IN (IND) - Philadelphia, PA (PHL) Greenville, SC (GSP) - Little Rock, AR (LIT) Los Angeles, CA (LAX) - Omaha, NE (OMA) Grand Junction, CO (GJT) - Orlando, FL (MCO) Key West, FL (EYW) - Los Angeles, CA (LAX) Charlottesville, VA (CHO) - San Antonio, TX (SAT) Post-Merger HHI ∆ HHI 4044 244 4020 244 3146 244 4450 244 3999 243 3832 243 3887 242 4033 242 3400 242 2831 240 4466 240 5257 239 3449 239 3791 239 5092 239 4822 238 3355 238 4288 237 4742 237 3441 237 6507 236 3093 235 4292 235 235 2916 5054 234 4517 234 3713 234 2772 233 2909 233 4674 233 4929 233 3008 233 5337 232 3945 232 3941 232 4397 232 6662 231 4770 231 2586 231 4457 231 6973 230 4463 230 CITY PAIR Key West, FL (EYW) - Virginia Beach, VA (ORF) Dallas, TX (DFW) - Durango, CO (DRO) Key West, FL (EYW) - Minneapolis, MN (MSP) St. Croix, VI (STX) - Washington, DC (WAS) Des Moines, IA (DSM) - Tallahassee, FL (TLH) Charlotte, NC (CLT) - St. Thomas, VI (STT) Boston, MA (BOS) - Knoxville, TN (TYS) Los Angeles, CA (LAX) - Syracuse, NY (SYR) Columbia, SC (CAE) - San Diego, CA (SAN) Baton Rouge, LA (BTR) - Virginia Beach, VA (ORF) Memphis, TN (MEM) - Syracuse, NY (SYR) Memphis, TN (MEM) - San Francisco, CA (SFO) Atlanta, GA (ATL) - Tucson, AZ (TUS) Indianapolis, IN (IND) - Rochester, NY (ROC) Charleston, SC (CHS) - Seattle, WA (SEA) San Diego, CA (SAN) - Knoxville, TN (TYS) Seattle, WA (SEA) - Knoxville, TN (TYS) Denver, CO (DEN) - Tallahassee, FL (TLH) Detroit, MI (DTW) - Little Rock, AR (LIT) Los Angeles, CA (LAX) - Fort Walton Beach, FL (VPS) Denver, CO (DEN) - New York, NY (HPN) Hartford, CT (BDL) - Lexington, KY (LEX) Pittsburgh, PA (PIT) - San Francisco, CA (SFO) Salinas, CA (MRY) - Salt Lake City, UT (SLC) Little Rock, AR (LIT) - San Juan, PR (SJU) San Diego, CA (SAN) - Tallahassee, FL (TLH) Key West, FL (EYW) - Memphis, TN (MEM) Des Moines, IA (DSM) - New York, NY (HPN) Baton Rouge, LA (BTR) - Phoenix, AZ (PHX) Phoenix, AZ (PHX) - Washington, DC (WAS) Baton Rouge, LA (BTR) - New York, NY (NYC) Jackson, MS (JAN) - Miami, FL (MIA) Mobile, AL (MOB) - New York, NY (NYC) Albuquerque, NM (ABQ) - Tampa, FL (TPA) Boston, MA (BOS) - Gulfport, MS (GPT) Chicago, IL (CHI) - Los Angeles, CA (SNA) Virginia Beach, VA (ORF) - Seattle, WA (SEA) Mobile, AL (MOB) - Minneapolis, MN (MSP) Charlotte, NC (CLT) - San Juan, PR (SJU) Denver, CO (DEN) - Virginia Beach, VA (ORF) Wilmington, NC (ILM) - St. Louis, MO (STL) Kansas City, MO (MCI) - Tallahassee, FL (TLH) Post-Merger HHI ∆ HHI 5747 230 4052 230 6277 229 8150 229 6416 229 4759 229 5003 228 2935 227 4515 227 5156 226 4421 226 3520 226 4887 226 3666 226 3380 226 3233 226 3046 225 5975 225 3907 224 3815 223 3819 223 4745 222 3060 222 6650 221 6569 220 6434 219 6557 219 3464 219 4389 219 3435 219 3718 218 4304 218 4452 218 3054 218 5213 218 3839 217 3247 217 5888 217 2594 215 2598 215 6783 215 6205 215 Appendix 12 Case 1:13-cv-01236 Document 1 Filed 08/13/13 Page 56 of 56 APPENDIX A -- CITY PAIRS WHERE THE MERGER IS PRESUMPTIVELY ILLEGAL CITY PAIR Columbia, SC (CAE) - Houston, TX (HOU) Des Moines, IA (DSM) - Harrisburg, PA (MDT) New York, NY (NYC) - San Antonio, TX (SAT) Gulfport, MS (GPT) - Washington, DC (WAS) San Francisco, CA (SFO) - Syracuse, NY (SYR) Greensboro, NC (GSO) - Orlando, FL (MCO) New York, NY (NYC) - San Jose, CA (SJC) Jackson, MS (JAN) - Milwaukee, WI (MKE) Phoenix, AZ (PHX) - St. Louis, MO (STL) Omaha, NE (OMA) - Knoxville, TN (TYS) Baton Rouge, LA (BTR) - Indianapolis, IN (IND) Charleston, WV (CRW) - Dallas, TX (DFW) Las Vegas, NV (LAS) - Knoxville, TN (TYS) Des Moines, IA (DSM) - Cape Coral, FL (RSW) Houston, TX (HOU) - Santa Barbara, CA (SBA) New York, NY (HPN) - Milwaukee, WI (MKE) Pensacola, FL (PNS) - St. Thomas, VI (STT) Fresno, CA (FAT) - Honolulu, HI (HNL) Harrisburg, PA (MDT) - Minneapolis, MN (MSP) Houston, TX (HOU) - Richmond, VA (RIC) Pittsburgh, PA (PIT) - Seattle, WA (SEA) Austin, TX (AUS) - Greenville, SC (GSP) Albuquerque, NM (ABQ) - Boston, MA (BOS) Las Vegas, NV (LAS) - Syracuse, NY (SYR) Houston, TX (HOU) - Salinas, CA (MRY) Jackson, MS (JAN) - San Juan, PR (SJU) Chattanooga, TN (CHA) - New York, NY (NYC) Miami, FL (MIA) - Pensacola, FL (PNS) Indianapolis, IN (IND) - Harrisburg, PA (MDT) Gulfport, MS (GPT) - Greenville, SC (GSP) Virginia Beach, VA (ORF) - Tallahassee, FL (TLH) New York, NY (NYC) - St. Louis, MO (STL) Cincinnati, OH (CIN) - Seattle, WA (SEA) Austin, TX (AUS) - Charleston, SC (CHS) Baton Rouge, LA (BTR) - Detroit, MI (DTW) Post-Merger HHI ∆ HHI 3633 215 3556 215 2806 214 4647 214 3547 214 4997 214 2996 214 5568 213 4598 213 3596 213 4240 212 4244 212 3919 212 3859 211 6373 211 3142 210 5346 210 4872 209 3659 208 3267 207 2610 207 2984 207 3294 207 2755 207 6287 206 6244 205 5046 205 5066 204 3462 203 4923 203 5030 203 2810 203 2858 203 3275 201 5080 201 Appendix 13 Becky A. Roberts From: Sent: To: Cc: Subject: Attachments: Paul Hudson Friday, November 01, 2013 11:12 AM ryan.danks@usdoj.gov; mark.w.ryan@usdoj.gov nancy.bonnell@azag.gov; bennett.rushoff@dc.gov; nicholas.bush@dc.gov; lizbrady@myfloridalegal.com; jdonahue@attorneygeneral.gov; jthomason@attorneygeneral.gov; Vic Domen; SOAllen@oag.state.va.us; mhull@oag.state.va.us; paul@flyersrights.org; paul s. hudson; Kevin Mitchell USA et al v US Airways Group & AMR Corp. FRO statement re AA USAirways merger 3.5.13 final.pdf; Airline Passengers Rights What Is Needed Now 6 6 12 final.doc; FRO press release 10.28.13 final.pdf; FRO WSJ art. passenger rights 3.27.13.docx; ACAP article re Biscone v JB 1.21.13b.pdf; ACAP reasonable reg. trumps market forces air & space Lawyer fall 2010.pdf Ryan,     This will confirm my phone call of this morning advising we are considering filing an amicus brief or possibly  intervening in support of the DOJ lawsuit  to stop the American Airlines US Airways merger, as there is  presently no representation for airline passengers other than government plaintiffs.  But I would like to know  if you and your co‐plaintiffs would be supportive.       Our position as the leading airline passenger organization (together with the Business Travel Coalition and the  American Antitrust Institute) is that this merger is clearly not in the public interest.  Flyersrights.org believes it  should not be approved, unless strong pro competition and long sought passenger protection measures are  adopted.  See attached statements.     I see in the news where the Defendants are expected to propose giving up some slots at Reagan National  Airport, perhaps to Southwest and/or JetBlue to settle this case.  Such a settlement would be in my view be  wholly inadequate and should be rejected out of hand.     In the upcoming settlement talks I hope you will remember and put on the table the interests of passengers  and the US economy generally, which depends on relatively low cost, safe and convenient air transportation,  not just the interests of other airlines, airports and unions that may be adversely affected by this merger.       Attached is a white paper which outlines the FlyerRights.org analysis of what is needed together with a recent  Wall Street Journal article and two other articles I authored noting that airline passengers have fewer rights  than any other consumer class and the few rights they have on paper are generally unenforceable in practice.     I am also enclosing a copy of a press release we issued on Tuesday noting that airline stock prices have soared  over 100% in the past year while passengers have suffered, much of it due to airline mega mergers and lack of  airline competition that the current merger proposal would only worsen.     Sincerely,     Paul Hudson, President  FlyersRights.org   1 800-662-1859 410-940-8934 NEW YORK COURTS TO PASSENGER VICTIMS OF 11 HOUR TARMAC CONFINEMENT: DROP DEAD IT’S AN AIRLINE “SERVICE”, NO RECOVERY ALLOWED EXCEPT FOR PHYSICAL INJURY OR DEATH New York City, January 21, 2013 Three New York based courts have ruled that even though US DOT rules now prohibit as an unfair and deceptive practice holding airline passengers more than 3 hours on the tarmac and require that they be provided with basic sustenance after 2 hours, passengers held for 7 to 11 hours cannot sue for damages, unless they were physically injured or killed. Prior to enactment of the DOT Three Hour Rule in 2009, which was proposed and advocated for mainly by FlyersRights.org and a coalition it formed in 2007, up to 250,000 were being held on the tarmac for over 3 hours for reasons of commercial convenience by airlines. www.msnbc.msn.com/id/35766268/ns/travel-rob_lovitt_columns www.faa.gov/documentLibrary/media/Notice/N7110.524.pdf In Biscone v JetBlue Airways Corporation, a midlevel appeal court for Brooklyn, Queens and Long Island on December 26, 2012 upheld a lower court decision dismissing a complaint by the plaintiff and about 1,300 others who were held for 11 hours on the tarmac at JFK Airport on Valentine’s Day 2007, with inadequate food, water, bathroom facilities or breathable air. The court found this was an airline “service” immune from lawsuits, even though the plaintiff alleged that the confinement was based on knowing, repeated false statements motivated by pecuniary gain for the airline and its employees: i.e. that the flight was about to take off and the confinement was weather related. A passenger who demanded to exit the aircraft was loudly threatened with 20 years imprisonment under the Patriot Act by the flight crew. These courts accepted the airline argument that in enacting the Airline Deregulation Act of 1978 which deregulated air fares and scheduling and prohibited state re-regulation, Congress also intended to bar all tort lawsuits such as false imprisonment, fraud or infliction of emotional distress where an airline’s conduct relates to its operations, unless the passenger was injured or killed. See www.courts.state.ny.us/Reporter/3dseries/2012/2012_09019.htm Jetblue’s CEO and founder David Neeleman, who has been named as a witness in the Biscone case, publicly apologized profusely for the snafu and admitted the airline did a “horrible job” in not deplaning its passengers as other airlines had done that day. Within a month he had lost his position as CEO. www.cnbc.com/id/17165981/JetBlue_CEO_Tells_CNBC_We_Didn... usatoday30.usatoday.com/travel/flights/2007-05-10-jetblue... In Joseph v JetBlue a US District in upstate New York reached a similar conclusion in a case involving a 7 hour confinement in October 2011 in Hartford Connecticut. lawyersusaonline.com/wp-files/pdfs-4/joseph-v-jetblue.pdf The Plaintiff passenger Katharine Biscone, a New York City comedy writer and television performer, has appealed to the New York Court of Appeals, the state’s highest court. Her attorney Paul Hudson noted that in similar circumstances no other appeal court and nearly all other lower courts have refused to dismiss complaints involving extended tarmac confinements based on federal preemption grounds, and that another federal court had previously declined to dismiss her case and remanded it to state court finding there was no federal jurisdiction. www.leagle.com/xmlResult.aspx?xmldoc=In%20FDCO... Ms Biscone also appealed another order of the court which held that by filing a lawsuit in New York, she had waived all rights to personal privacy of her medical records, psychological records and tax returns which the court found could be disseminated without the restrictions provided for in commonly used confidentiality protective orders for electronically filed cases. In a previous case involving 7,000 passengers trapped on the tarmac by Northwest Airlines passengers in Detroit in 1999 for 3 to 9 hours received, settlements paid passengers up to several thousand dollars each. In another recent case involving Continental Airlines and ExpressJet, a DOT consent order a required compensation to passengers. abcnews.go.com/Business/story?id=88807&page=1 www.dot.gov/briefing-room/us...tarmac-delay-rule-violations For more information contact: Aviation Consumer Action Project acapaviation@yahoo.com 800662-1923 AIR&S%Ct E R L A THE VOTUME 23, NUMBER 2,2010 AM ERICAN BAR ASSOCIATION Airline Passenger Tarmac Confinements and Delays: Reasonable Regulation Trumps Market Forces he U.S. Department of Transportation (DOT) recently adopted regulations to protect passengers from extended taffnac confinements and reduce flight delays aggravated by unrealistic scheduling. This article recounts the history of tarmac confinernents that 1ed to the new regulations, discusses key elements of the current and proposed additional DOT rules, and reviews recent passenger litigation seeking compensation. It concludes that, because the litigation model is broken, an alternative fixedcompensation system similar to DOT's regulaticns requiring airlines to provide specific compensation to passengers who are denied boarding (the so-called bumping rule) is needed. Historical overview Deregulation in the United States of air fares, schedules, and service substituted a latgely urrregulated market model (except for safefy) for a model based on detailed public utility*type government regulation, thus beginning a s'ave of deregulation in numerous ofher industries such as the telecommunications and energy supply industries' After the warning signs from Enron's collapse and unsafe Chinese imports, the financial crisis of 2008 and the BP Gulf of Mexico oil spill of 2010 have demonstrated that deregulation and self-regulation of formedy closely regulated industries have their lilrits. Air transportation is the primary-and often the only*means of long-distance travel for the general public. Efficient, relatively low-cost air transportation is an essential component of a modern econorny and a way of life in Amertcan sociefy. With airline deregulatlon came deregulation of scheduling, giving airlines the right to schedule their flights at airports (other than those subject to slot resfrictions) without rcgard to any capacity limitations continued on Poge 17 Airline Passenger Tarmac Confinements and Delays continued from poge Northn'est confined them to their aircrall for 3 to 12 hours on the tarfirac, notn'ithstanding the pleas of pilots to release the passengers. This incident receivecl national publicitv. Congress held hearings, ancl introduced passerlger rights legislatic,n $'ith bipartisan sltpport. A class action also x'as flled in state collrt, resulting in a holiday trar.el of about 12,000 passengers. Many n ere confined on the tarinac for 3 to 11 hours, often u.ithout at a particular airport, the right to lirnit liatrilitl'to passengers for flight clelays, and exemption of airlines frorn state and local consnrner protection las.s that govern other public accomrnodation inclustries such as hotels, restaLlrants, stores, and even airports.l As air traffic increased in the 1980s and 1990s, the capaciq'of Lj.S. airports did not keep pace. No new rnajor airport--u'itle the excep- tion of Denver-has been built in the United States for 30 years. Aidines negatecl the nujor stmtegy for increasing airpofi capacify by phasing out s'ide-bodied jets canying 300-500 passeflgers in preference fbr narrow and meclium-boclieci jets with 80-250 seats, thereby greatll, increasing the number of flights, but carrying ferver passerrgers per flight. Consequently, since the 1980s, air trayel has becotne significantly slon'er ancl less reliable. Airlines, fbr competitive cost-cutting leasons, have reclucecl r€serves of equiprnent ancl fliglrt crerl's to less than 1 percent. Any systen that operates at near capacity cluring nonnal times will sufler clelays and breakdon'n ir-t sifuations of clisrrrption or stress.l Tarmac confinernents of 3 to 12 hours are a manif'estatiol of a laclt of reserwes, lack of contingency planning fbr knon.n disruptions such as stormy $'eather, and congestion at major hub or chokepoint airports brought on by cleregulation, and abetted by the extrerne pay clifferential for flight crews for flight pay on the tarrnac verslls stand-by pay when aircraft are dockecl at a gate.3 Tannac confinernents first canle to wicle public attention in January 1999 q.hen a snowstonn over the Nern'Year's holiclay week grounded Norlhnest Airlines aircraft at its hub airport in Detroit, affecting over 4,O00 passeng€rs. Rather than allow passengers to deplane to the airpor-t terrninal, adequate settlernent of $7. 15 rnillion, 'with palrnlents to passengers of $1,OOO food, hyclration, breathable air, and sanitation facilities. Overall, thousancls of pas- to $2,O00.{ serlgefs \vere In June 1999, the leacl sponsor ancl chair of the Senate Comnterce Colnrnittee announcecl he rr'zrs delayecl or sfrandecl for one to four n'ithdrawing the proposed pas- clays.e A, sec- senger rights legislation in light of the airlines' representations that oncl incident that leceir.ed extensive media attention occurrecl they l'oulcl adopt voluntarJ'customer sen'ice standarcls to preverlt firtrlre tannac confinements under DOT sqrervision ancl correct other consurller abuses. By 2000, holever, according to a DOT study, 27 percent of flights *'ere delayeci, divertecl, ol canceled, rvhicir u'as rrvice tltc rrtrurber in 1995.i In response to tl-re public ancl political pressu{e, l}rost U.S. airlines then adoptecl r.ague arrcl nonbinding custorner serwice stanclarcls.6 Thereafter, the protrlem of tarmac confinemenfs diminishecl with a clecline in air traffic caused by a recession, the dot-con1 bust, and the t€rrofist attacks of Septernber 1 1, 2001. Subsequently., ho$'ever, chronic flight delays and tannac confinernents letumed as air traflic volumes recovered to, and ultirnately exceeclecl, 1-999 levels.T By 20O7, estirnates indicated that as many as 250,000 passengers per year experiencecl tarmac confinements of over three hours.s Trvo incidents in particular reignitecl public anger ancl fi'ustration. On Decernber 29, 20O6, thunderstorms around Dallas, Texas, promptecl Anerican Airlines to divert ovL-r 100 incoming flights from its hub airport (DFW) t<; 17 other airports, affecting the I By 2007 , as many as 250,000 passengers per year experienced tarmac confinements of over three hours. on Valentine's l)ay (Fetrruary 14), 2007, involrring JetBlue Airq.ays flights held on the tannac at New York's JFK International Airport for 3 to 12 hours, involving as rnany as 2,000 passengers, whose flights n'ere then cancelecl.l0 Congress again held hearings and introducecl passenger rights legislation, which $'as nof enactecl.ll In the absence of fecleral legislation, the state of Nen' York enacted its own legislation requiring airlines operating in that state to provide passengers x'ith adequate foocl, water, ancl sanitation facilities for passengers confined on the tarmac after tsvo hours, subject to fines and civil enforcement by the state attorney general. The Air Transport Association, representing the major U.S. airlines, irnmediately challenged the statute. It q.'as uphelcl in U.S. District Court for the Northem District of Nelr' York, rn'hich found it to be a valicl Huclson is a Nen York attolnet' and executive director of ihe nonprofit Aviation Consurrer Action Proiect, a national advocate for air travelers oir issues of Par"rl safet'r,, securii,r', ancl corsnmer rights, Volnnre 23, No. 2,2O1O a- (^-^- r..-.'-,^- exercise of state power over healtl-r morrths subject to civil penalties ancl safetY, but was overtumed as unconstitutional bY the U'S' Court of ApPeals for the Second a.s Circuit. The appeals court ruled under the docttine of fecleral preemption based on the StrPretnacY Clause in the Li.S' Constitution that the Airline Deregulation Act of 1973 (ADA) prohibited state legislation regulating tannac confinements, and that such regulatory power could onlY be exercised by the f-ederal governnlent uncler the ADA.12 DOT, meanwhile, issued net' regulations generally requiriug U.S. aidines to allow passengers to cleplane in the event of a tartnac None of the DOT rules nor any legislation provides for compensation to passengers for tarmac confinements and flight delays, dela). of over three hours, rvith airlines being poten- tially srrbject to civil penalties of up to $27,500 Per passenger for violation of the regulatior-rs.1l Since the rreq'DOT regulations becarne eff'ec- tive on APril 29,2O1O, the nttmber of tarmac confinetnents has plungecl ancl flight cancellations, despite iudustry preciictions to the contrary, have not increased' Flight delays also have declined and this improvernent is expectecl to contintre.l4 The DOT regttlations require aidines to adiust their schedules to reduce unrealistically scheduled flights, post on-tine infbrrnation on websites, and eliminate chronically late f'lights. A chtonically delayecl flight is defined as one that is late more than 30 rninutes over 5O percent of the time clttr' ing that month. The regulations make holding out a chronically clelayed flight for fottr consectttive Volume 23, No. 2,zOtO a deceptive, trnthir 1>ractice, or.- an unfair rtretlttld of corupetition''' This long-sor,rght truth-in-scheduling provision shoulcl eliminate the aidines' incentive to unrealistically overscheclule flights at popular tirnes that exceed an airPorl's capacity for competitive reasous'i(' In Jnne ?010, DOT ProPosecl adclitiorral rtrles that would reqrrire foreign air carriers to also adoPt tarinac delay contingency plarrs and improve trumping procedures, including increasing cornpensation fbr burnping (i'e., involuntary clenial of boatcling of ticketed passengers dlle to overselling of tickers) to $650/$i,300 fi'orn the present $400/$800 based on the length of clelay. The prcposed rule also coulcl enable conslliller acticns in state and local courts fbr darnages for confinernents on troard aircraft clurilg extenclecl tarlnac clelays.1? Unlihe the br'rmping rule, none of the rules ihus far adoPted bY the DOT rtor ilny Pending legislation provicles for conlpensation to passeugers in an1'sPecific arnounts fbr tannac corrfinements and fliglrt clelays, eveu if the delay is in violation of the three-irour nrle.iE Dantages for flight delay in the course of intematiotral travel is cornpensable under the Montreal Convention of 1999, Providing for darnages up to about $6,ooo.ie Judicial response to confinements The recent history of litigittion by passengers trg. 9. Cl:rire Cunrltings, P(tssettser\ Sttrcle ott Platte ot'er I IIottrs. Drltrs .Monrtrt; Nens, Dec. 30, 2006, ctailable at lTrtp:// qrvn'.d:rlIasuen's. coln/shar edcontcnt/ 33 I Reduce Dela,t'l N.Y. TIrrrs, Nor" li, 2QO7, rt ra ila tile aI hftp://rvs'*"n]tifl1es. con'/ 2OO7 / I 1 / lj,/business/1 5airlines. html?-r= 1&ret=air-tlavel. I cm.com/2007Travel/O2l 1 i/passen- gers.strancled/irtclcx.lrttnl; Jeff Bailel', letBlue's C'EO Is ''llottiJied" AJier Fliers Arc Strurtded, N.Y. Ttrrrs, Feb. 19, 2OO7, a ua i I a bI e trt http://\1$T'. u1'titles. con/ 20O7 / 02/ 19lbusiness/1 9ietbluc.htrd. 11. Ai rli ne Se ru i ce I il 4) tl.r.'e ne tt ts: Hcfl ri, g 1 BeJbrc tlte Senate Cotrtttt. or1 Cotrtrrterce, Scietrce E Trailspo,t{ttiott, 110th Curg. (Apr. 11, 2O07); AL,ifitiott Cr.nrcutner Issttt's: Heating Bejbre the Horrse Conrnt. ot1 n'1rtspoftatiott ttnd ltj).astructrr?, l10th Cong. (Apr. 20, 2007) ($'itness testilllony nn([ ttrnscril)ts ar.ailable on conxniftre \rebsitcs). 12. Air Trausport r\ss'n of Am. r'' Cttomo' 52O p.3r1 218 (2d Cir'. 2008) (tifit,g Rowe \'' N.H. l.Iotor Tlans. Ass'n. 522 U.S' 364, 128 Volnme rvhe're platre has comc to conil;lete stop). 1J. Iinhancing Airline Passetgcr I'rorecrions. 7,i }:ecl. Reg. 68,983 (Dec. 30, 2009); Posting of Flight Delay Data on Web Sitcs, Ti l:e(l. Re€i. 34,92i (lture lr. 2010). f .i. Scott licciirtne)', Fl-f irtg 7'ltis Stttnnrer -ltrlr' Lsn ? Sn T'errilsle AJTer"lli. \\'.v r Sr , ,1.' 1 5. 20 1 0, {t r'{t il{, bl e I t ht4l7',ronlirre.n-sj. com,/alticle/SB1 000 1 :i2{0i l7-i870+7+68 0'ii7i36(i90197'1021*506.lrturl?mod=\\'SJ-fturst., Lost; Life'sil'le,Lif'estyle*6; Dlr' r ol' Trnrrrt; I)r:r..u's Dour f)IHrtltlcrt.ll ts Jt'tl: ltrorr Lrst Yl.rn, DOT Altt Tnlt:t. Col;trllt Iurrt>u, f)OT i68-10 (Sept. 13. 2Oi0) (3 iliglrts risonmcnt clain at'ising lt'ottr tamrac coqfinement not preelrptecl); Daniel l'' Virgin Atl. Ainva-vs f.td., 59 F. Supp. 2c1 986 (N.D. Cal. 1998) (international passenger"s clelal' rrncl inconvenience cogrrizable ttncler \Yars.r$' Convention); Ra1' r'. Am. Aidines, Itc., 609 F.3d 917 (8th Cir. 2010) (aftimting roceclural ltrle); Ilarper r'. An-r. Airlines. Inc., \o. 09-61, 2010 \i-I114t647 (5th Cir. llar. 2J, 2010) (declining to entertairr interlocutory a;rpeal); q,l. Lieclrttrng r-. Ton'er Ail Lrc., 269 A.D.2d 363,7O2 \.Y.S.Zd 111 (N.Y. App. Dir'. 2000) (granting class certification);1r; re Nigeria Charter-Flights Contract titig., 233 F.R.D. 297 (E.D.N.Y. 2006) (class certitied, brrt subseqrtently decertitiecl)', see getrcrall-t'. Tlronras A. Dickerson, Fligltt Dela-ys: TIN: Passer?gers ltigh$ e Rerrrerdie.s, Irr'r. Tulrr.rnsJ., Issr.re 2 (Spring 200A)J autilable ./t httl);/l\f-$11-.courts.state. n\-.us/tandr/ flightdelays.htnl. 27. The Class Action F'airness Act of 2005 Airlilrc PR.\qrrcr cR Pnoc., $ 1785 rr.17. Sorne legal scholars qllestion n'hether nationzil class actions a1e lrossible given the coltrt discretion arxl the marry hurdles faced ro certify. S1'n ry.tos i tr s ee ge t wa I 1.1' \\rrucrn.ilIn,rrn-Krre, ? Petspect i res on Aggregt,te.h/sIic{,. i8 l,'. Itrr. L. Rlr. 1027 (2010); llichael tliller, Il:te Class Actiott ({7t.) .ttir,rcss Act {t'2o05: Cottkl It Spell the End of thc .lhtltisnte cottsunter class Act/oF?. 36 Pn'p. L- Rrv. 879 (2009). No f'ederal court hls celtifleal li national clnss ,rction lbr tat]r1ac conlil:ements or llight dela;s sirrce 2005. 28. j2 Arr. Jtn. k> I-alse lillptisonfircnt $ 1 (2007). Othcr causes of action inclucle breach of contract (ho$'ever', contlacts of carriage are n.ritten enfireh'bv aillines ancl invariably coltain excrtlpaton' clattses that negate liabilin'and most damages unless overriclden bt'federai la*', and federal colrrts have clisallor-ecl these actior.ts based on preerlptiou of state doctrines of aclhesiorr, unconscionabilitr', :rncl state consunler protectiolr s!:rtutes that other$"ise pfotect consumers front oterreaching or ilh.rson' conarircts), negligr'nce (hos'ever, this usualll recluires phlsical injury-), fiaucl anci deceit (reqtriring proof of detlirnental reliance). outrurge, or inteltional intlictiott of emotionnl clistress (genernlly requiring acts that are outralleolrs ancl outside the bounds of civilizecl societ_r'). ,fee Flanni r'. Am. i\irlines, Inc.. \o. 08-732, 2008 \\-L 27:+O3,ii (N.D. Cal. Julr' 11, 2008)r Ra-v r'. Am. Airlines. Inc.. \o. 08-i025, 2008 \\L 2J23913 (\\'.D. Arli. Jtrne 2. 2008); Orcler f)ent'ing Pleintifts' liotion for Class Cer-tillcation, Granting lJet'enclat}t's )lotion tbr Sunrmary .Iudg4nert, ancl f)etrt'ing Colleen O'Conner's llotion fbr Intefiention, Hanni r'- Am. Airlines, Inc., ]io. O8-732 (N.D. Cal..Ian. 1i. 2010) (ECF No. 365) (disrnissing contract ciaims fbr overrtight acconrnodatiorrs). Hatttti,2010 wL 1176435; RttJ', 921I.i (airline passengets conserlt to lenflth]' conlinenent on aircrati and rnust aifirmativell. \1ithdla\\' tltat consent br-r'equest to cleplane to tlight crerl')r c-1. Scofielcl l Critical Air'i{edicine Q996):32 Arr. Jur. 2o False ltnpriso,tnett $ 5J (2007); Rrsr:rrL:urrr or Tonrs Sr:coso $$ 8928, 40A, 4), 41; Frcurltientl,t, Incluced Co,$e,tt to Irientionctl Torts, 46 Ll. Crr. L. Rn'. 71 (1977) (consent urust be clearil. manif'est and lury not be b:rsed on deceit, appatert legal ar.rthorit.v, or tlueat of for-ce). 3O. The litigatior rnodel fbl snrall or even mediurn-sized claims b1' aidine passengers is clearly broken, Litigation expenses and attot'ney f-ees fol a l.r$-suit are in the tens of thousancls of dollars, \rhich only an airline c;rn easill' aflbrd. lven rvealthl'consurners cannot iusfifi- lifigation expenses far in excess of potential recoveries, essentiall)' granting aillines imprmity to deny claims. In tlre onl1' f$.o kno$,n cztses (Koczara t.'. \{.ayns 6t. & Xortbu'est Airliaeq lrc., No. 99-900422 (\\ia]'ne Cty. Cir. Ct., llich.), an