Joint Statement of

Doug Parker, CEO of US Airways, and Tom Horton, CEO of American Airlines

Senate Judiciary Committee Subcommittee on Antitrust, Competition Policy, and Consumer

Rights

Hearing on

“The American Airlines/US Airways Merger: Consolidation, Competition, and Consumers”

March 19, 2013

Chairman Klobuchar, Ranking Member Lee, and Members of the Subcommittee,

American Airlines and US Airways have jointly prepared this statement for the Subcommittee to

outline the benefits of our proposed merger.

The merger of American Airlines and US Airways and the creation of the New American

Airlines will be good for competition, consumers and choice. Expanding our network is the

motivation for bringing these airlines together. The integration of the complementary

networks of American and US Airways will enhance competition in a highly competitive

marketplace and will deliver significant benefits to our customers, our employees, our

shareholders and creditors, and the communities we serve:

 Customers: more flights to more destinations, domestic and international, supported by

a stronger oneworld alliance that builds on our global larger network

 Communities: renewed commitment to serve small and medium sized communities

including, where appropriate, increased service and additional destinations

 Employees: significantly improved job security and better opportunities for our

employees and a near term path to compensation comparable to their counterparts at

the other large airlines

 Shareholders and Creditors: a solid financial foundation that will allow us to compete

effectively and profitably in the global aviation marketplace.

Our customers support the merger. They have told us, loudly and clearly, that both the

American and US Airways networks need to be improved in ways we cannot accomplish on our

own. By combining our complementary systems, we will create the network our customers

want, one that can compete with the larger networks of Delta and United and with the cost

advantage of Southwest Airlines and a host of fast growing low cost airlines.
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Our communities endorse the merger. Those communities understand the benefits of a

larger network and more choices for travelers and local economies and the benefits of better

pay, job security and compensation for our employees. Indeed, the Committee has received

letters and statements of support from elected officials and leaders of the communities we

serve.

Our employees enthusiastically support the merger. An airline is only as good as the

people who work for it. We believe that the merger will result in a highly productive team,

dedicated to providing consistent high-quality, safe, and efficient service. Our employees see

the merger as an opportunity to return to competitive wages, with an end to the cycle of

furloughs and the uncertainty of the last decade, and they are dedicated to the common goal of

becoming the most successful airline in the world. The strong support of all of our employees

and their unions is powerful evidence of the cooperation that led to this merger. Indeed, the

unions that represent our employees have provided letters of support and statements to the

Committee.

Our shareholders and creditors support the merger. The American Airlines restructuring

will be one of the most successful in history, with an enhanced opportunity for a full recovery

to creditors and a distribution to equity holders.

American Airlines’ Challenge

Our path to this merger was the product of more than ten years spent in the most

challenging environment ever faced by our industry. Every single element of our operations

has been stressed in the last decade. The tragic events of September 11, 2001, which most

directly affected American Airlines and its employees, the 2000-03 economic recession, the

spike in fuel prices in the summer of 2008, and the subsequent collapse of the financial markets

that began in September of 2008, all had a profound impact on the airline industry. For those

who don’t think that the airlines operate in an incredibly complex and highly competitive

environment, consider that since September 11, nineteen airlines with operations in the United

States have declared bankruptcy. Six of those airlines were liquidated. While the airline

business has always faced unique challenges, the past decade has been the most daunting

period ever faced by the industry.

The airlines that survived that trauma are those which best delivered what the

customers want to buy and did so in the most cost-effective manner possible. We each

recognized that our customers wanted broader networks that expanded their travel options.

The need to respond to this consumer demand led US Airways to merge with America West and

also motivated the combinations of Delta and Northwest, United and Continental, and most

recently Southwest and AirTran.
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American Airlines faced bankruptcy in 2003 but avoided it due to major cost reductions

offered by its employees, many of whom are members of organized labor groups. The reprieve

was short-lived, however. Competitors were able to shed costs through their bankruptcies,

enhance their networks through complementary mergers, and expand their international

offerings through successful global alliances. All the while, American Airlines struggled as we

were forced to compete with carriers that had emerged from bankruptcy leaner, but with

greater muscle created by broader networks.

While not the desired path, American saw this bankruptcy as a chance to completely

reorganize the airline. American reduced its senior management ranks by 35 percent and its

overall management team by 15 percent. At the same time, American entered into arduous,

but ultimately productive, negotiations with each of its unions leading to new labor contracts.

American renegotiated major supply contracts and leases and canceled others. American

sought and obtained concessions and reduced costs across every business line of the airline.

This was all designed to return American Airlines, as it emerged from bankruptcy, as a more

agile, tougher competitor with a stronger leadership team. The tireless effort to return to

profitability yielded improved results.

Bankruptcy, however, did not address the fundamental network issue that was enabling

competitors to win away important business. Thus, it was not long, before American was

approached by US Airways with a proposal that would enable the two airlines together to build

a better network through a merger. While American Airlines initially had intended to emerge

from bankruptcy first, and then examine potential partners, it quickly became clear that the

potential cost savings and improved network offered by the unsolicited proposal from US

Airways warranted careful examination. We accomplished this by allowing all of the parties

including our two airlines, the Creditors’ Committee, the Ad Hoc Committee that included

major unsecured creditors, and the Pension Benefit Guarantee Corporation (PBGC), to closely

scrutinize the proposed merger and analyze its benefits. Ultimately, our two Boards of

Directors and the Creditors’ Committee voted to approve the merger and it was announced on

February 14, 2013.

The New American Airlines

The combination of American and US Airways will create a new more competitive global

airline, the New American Airlines. When combined, the New American Airlines will be the

largest airline in the United States. It was not size, however, that led us to merge. It is the

unparalleled benefits from integrating our two networks. We will be highly competitive in the

domestic market we serve, but far from dominant. The merged airline will have less than 25

percent of domestic available seat miles (an industry measure of capacity). We will compete

against the nationwide networks of Delta with 21 percent, United with 19 percent, and
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Southwest with 19 percent. All of these carriers are years ahead of us in the integration of

their merged assets. In the case of Delta and United, they also have the benefit of very strong

international alliances that feed substantial passenger traffic to them.

The combined company will operate under the American Airlines brand and will

maintain its headquarters in the Dallas-Fort Worth area and a significant presence in Phoenix.

The ownership with be split 72%/28% between current American stakeholders and US Airways

shareholders. Our company will be led by Tom Horton, as chairman through the first annual

shareholders meeting, and Doug Parker will serve as the chief executive officer and as a

member of the Board of Directors. We will draw the remainder of the management team from

the best of our two teams. We have conservatively estimated over $1 billion in net synergies

from increased revenues delivered by our combined, enhanced network and cost reductions

from scale and elimination of duplicative systems.

The Competitive Environment

We have no illusions -- this will not be easy. Built around three other large network

airlines and six fast growing low cost regional airlines, the U.S. domestic airline industry is and

will remain extremely competitive. Internationally, the marketplace is equally competitive with

two global alliances, both larger than ours, and a host of other airlines competing globally,

some with the support of governments. The combination of American and US Airways, and the

enhancement of the oneworld alliance will allow us to compete more successfully in both

domestic and international markets.

The New American Airlines will Benefit Consumers

More than ever, consumers want the ability to reach a broad range of destinations,

whenever they want, on one airline system. Because of the limited size and scope of our

respective networks, neither American nor US Airways is able to respond fully to that demand

and both operate at a competitive disadvantage to the larger networks of Delta and United.

The merger will join two highly complementary networks across the globe, filling critical

competitive service gaps for each airline, and create a better and more competitive alternative

for consumers.

A broader airline network is better for passengers because it gives them more choices, a

wider variety of services, and more competition on more routes. The network is able to

provide these choices and services because it aggregates demand that independently cannot

support profitable service but collectively can do so. Adding more origins and destinations to

hubs has an exponential effect on the number of possible routings served by a network, the

number of passengers that can be served, and the ways that they can be served. It is these

benefits which we seek to provide to passengers by combining the complementary networks
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and nine hubs of American and US Airways. And by providing those benefits, the New

American will enhance competition.

Consumers will benefit from this enhanced competition. The New American, a better

airline with a significantly expanded network, on a sound financial footing, will challenge our

competitors and offer the flying public more and better travel choices including service to 336

destinations in 56 countries. Also, we expect to compete fiercely for traveler’s loyalty with the

first and best mileage rewards program, AAdvantage. When we merge programs we will

provide our customers the opportunity to earn and redeem rewards across more destinations

in a much larger network, especially in desirable international locations. Importantly, we will

keep the iconic American Airlines brand.

New Aircraft Deliveries Will Enhance Efficient Flight Operations and Satisfy Consumers

As we integrate our fleet of existing aircraft and improve our flight operations, our

competitive posture will improve. In the near future, we will receive over 600 new aircraft from

combined purchases that we have made. Those will be the latest, most fuel efficient Boeing

and Airbus aircraft. In addition, we have options to take delivery of another 500 plus airplanes.

Older aircraft will be retired and we will reduce fuel costs as well as New American’s carbon

footprint.

When those aircraft are delivered we will have one of the youngest fleets in the United

States. The new aircraft will allow us to adopt the latest aviation technology to fly efficiently

and safely to destinations through our network. And we will equip our airplanes with new

equipment that will make them attractive to today’s very demanding passengers and provide

features that those passengers prefer.

Our Expanded Network means better Service for Small and Medium-Sized Communities

We will remain committed to extensive service to small and medium-sized communities

throughout our merged network and, where appropriate, we expect to increase service and

add destinations. US Airways has historically provided extensive service to smaller

communities and the merger will allow us to continue to extend that focus building on

complementary service offered by American Eagle. The broader network created by the

merger will give us the ability to bring heightened levels of service to those communities that

neither airline could afford to provide on its own, and the number of passengers benefitting

from the existing combination of service will grow as communities receive new online

connecting service. To illustrate the effect of the superior combined network, the merger will

create over 1,300 new connecting routes benefitting millions of passengers, many in small and

medium-sized communities.
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Figure 1: The Domestic Networks of American Airlines and US Airways are Highly

Complementary, Resulting in Improved Coverage throughout the U.S.

Nationally, the merger will join two highly complementary networks filling critical gaps

for each carrier. Domestically, American currently serves 48 cities not served by US Airways

and US Airways serves 64 cities not served by American, almost all small and medium-sized

communities, many of which over time will be candidates for service to the other airline’s hubs.

In particular, US Airways will fill American’s and oneworld’s critical network gaps in the

Northeastern and Southeastern United States allowing passengers access to American’s and

oneworld’s systems and American’s and oneworld’s passengers more convenient access to

those populous regions. Likewise, American will fill US Airways’ network gaps in the Central

United States with the unique cities served from its Chicago and Dallas hubs and provide US

Airways’ passengers expanded international travel opportunities. The New American Airlines

will give passengers -- especially those in small and medium-sized communities -- improved

connecting options with service when they want it to go to more places than ever before.

Some of the new connecting opportunities involve cities familiar to this Subcommittee.

For example, American Airlines serves Dubuque, Sioux City and Waterloo, Iowa, three cities not

served by US Airways. But American Airlines does not serve a number of cities in New York

such as Albany, Binghamton, Elmira, Ithaca, Long Island-McArthur and Newburgh. The New

American Airlines creates new online connections between Iowa and New York. Similarly, US

Airways serves Flagstaff and Yuma, AZ, two cities not served by American Airlines. But US

Domestic Network
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Airways does not serve cities like Rochester, MN. The merger of American Airlines and US

Airways creates new online connections between Minnesota and Arizona.

The best example of our commitment to smaller communities is our service to and from

the Nation’s Capital. US Airways currently serves 40 small and medium-sized communities from

Reagan National Airport. No other airline at Reagan provides any significant service to smaller

communities. Indeed, because they do not operate hubs there, other carriers at Reagan

National cannot economically serve smaller cities. Of course we have heard calls for the

combined carrier to divest slots at Reagan. But slot divestitures at Reagan National would only

create private benefit for carriers picking up the slots to serve larger cities with existing service

at the expense of the small communities that would suffer from decreased service.

The Merger Will Not Adversely Affect Competition

The merger will lead to more than 6,700 flights daily to more than 330 destinations in

over 50 countries, but result in overlaps on only 12 of the over 900 non-stop airport to airport

routes the New American will serve. Most of the overlap routes connect our existing hubs,

where there is significant competition. With the expiration in the fall of 2014 of the Wright

Amendment, which limits flights out of Dallas’s Love Field, non-stop competition will be present

or added on nearly all airport pair overlaps. This limited number of overlaps compares

favorably with the most recent large airline mergers of Delta/Northwest, United/Continental

and Southwest/AirTran, all of which received Justice Department clearance because the

combination of those carriers created substantial consumer benefits with minimal competitive

overlap.

Figure 2: Comparison of Domestic Overlaps in Recent Airline Mergers

Measure Delta/Northwest

(2008)

United/Continental

(2010)

Southwest/

AirTran (2011)

US Airways /

American

Airlines (2013)

Non-Stop Airportto- Airport

Overlapping

Routes

11 13 23 12

Non-Stop City-toCity Overlapping

Routes

13 14 24 17

Overlaps are based on 5+ roundtrips per week.

Source: OAG data.
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Low Cost Carriers Will Continue to Offer Strong Competition

Competition in the airline industry will not be limited to Delta, United and New

American. The low cost carriers will continue to offer strong competition to the New American

Airlines and the other legacy carriers. In addition to Southwest/AirTran, Alaska, Jet Blue, Spirit,

Allegiant, Frontier, and Virgin America will continue to grow and provide competitive offerings

that are attractive to consumers. The six low cost airlines are tough, agile competitors

providing attractive service, and innovative product offerings in the most competitive markets

in the United States. They can and will add new service, challenge our fare offerings, and move

quickly to address whatever we offer in the market.

When considering the competitive advantage of lower costs, it also is important to

recognize the evolution of Southwest Airlines. Southwest is no longer the small upstart, but

instead is now the third largest airline in the U.S., a vigorous competitor with a nationwide

network offering service to almost all major communities across the country. It has grown

rapidly and employs 46,000 employees and operates 3,500 flights daily on a fleet of nearly 700

aircraft. Through its acquisition of AirTran, it now offers international service to many Latin

American and Caribbean countries.

The Merger Will Boost International Competition and Passenger Choice

This merger will increase competition internationally by combining and expanding the

two airlines’ networks (which have zero overlapping routes) and creating a stronger oneworld

global partnership, one better able to compete with the larger STAR and SkyTeam alliances.

Combining the American and US Airways Atlantic operations and moving US Airways

from the STAR Alliance to oneworld will increase competition across the Atlantic with three

alliances offering a comparable number of airline seat miles. See Figure 4 below. By adding

US Airways hubs in Philadelphia and Charlotte to oneworld, the alliance will have for the first

time connecting hubs in the Northeastern and Southeastern United States, and East Coast

passengers served by US Airways will have greater opportunities for transatlantic travel. By

combining our networks, US Airways passengers will enjoy access to the many markets in Latin

and South America served by American’s extensive network. Also, the combination of

American and US Airways will provide the foundation for increased Transpacific service, create

a more effective and competitive partnership with the Pacific region oneworld airlines, and

leave the New American and oneworld better positioned to compete for new routes from the

United States to Asian destinations, especially to China.

As a result, consumers will benefit with greater choices of direct service to international

locations at competitive prices, with improved service through the introduction of more new

aircraft with modern, attractive seat configurations and innovative on board products.
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Figure 3: The Combined Airlines, especially due to improved east coast service, will makes

oneworld more attractive to consumers and therefore more competitive.

Conclusion

We are proud to be working together as partners to create the New American Airlines,

which will be good for competition, consumers and choice, and is supported by our customers,

employees, the communities we serve and our shareholders. We started our careers together,

and we are glad to be working together again. Over the last 25 plus years we have learned a lot

in this business. Nothing remains the same. We have managed in the aftermath of airline

deregulation, competed with new entrants, and worked through mergers and bankruptcies and

the most challenging financial environment ever faced by our industry. We have seen many

airlines disappear, including legendary airlines like TWA and Pan Am. We know that adaptability

and responsiveness to consumers will be the keystones to our success as we merge our two

airlines. The New American will be capable of competing with all and ceding to none.