Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,  BELGIË  
 
Tel: +32 229- 91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu.  
 EUROPEAN COMMISSION  
 
 
 
 
Brussels,  12.02.2019 
C(2019)  1325 final  
PUBLIC VERSION 
 
To the notifying parties  
Subject : Case M. 8964 -  DELTA / AIR FRANCE- KLM / VIRGIN GROUP / 
VIRGIN ATLANTIC  
Commission decision pursuant to Article 6(1)(b) of Council 
Regulatio n No  139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
Dear Sir or Madam,  
(1) On 08 January 2019, the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Air Franc e-KLM S.A. (“AFKL”, France) , Delta Air Lines, Inc. (“Delta”, the 
United States of America) and Virgin Group (the British Virgin Islands) acquire 
within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint 
control of the whole of Virgin At lantic Limited (“VAL”, the United Kingdom) by 
way of purchase of shares (“the Transaction”) .3 AFKL, Delta, Virgin Group and 
VAL are designated hereinafter as the “Parties”.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ('TFEU') has introduced certain changes, such as the 
replacement of 'Community' by 'Union' and 'common market' by 'inter nal market'. The terminology of 
the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 020 , 16.01.2019 , p. 6. In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and 
other  confidential information. The 
omissions are shown th us […]. Where 
possible the information omitted has been 
replaced by ranges of figures or a general 
description.  
 
2 1. THE  PARTIES  
(2) AFKL is a French company and is the holding company of Société Air Fran ce 
(“AF”) , the French national carrier airline , and Koninklijke Luchtvaart 
Maatschappij N.V. (“KL”) , the Dutch national carrier airline.4 AFKL provides 
passenger air transport services, cargo air transport services and maintenance, 
repair and overhaul services ( “MRO ”). In 2017, AFKL carried 99 million 
passengers to 314 destinations in 116 countries with a fleet of 537 aircraft in 
operation.  
(3) Delta is an international airline with headquarters in the United States. Delta 
provides passenger air transport servi ces and cargo air transport services, using 
belly space on its passenger aircraft, as well as MRO services. Delta carries 
approximately 180 million passengers a year to more than 300 destinations in 
over 50 countries with a fleet of more than 800 aircraft.  
(4) Virgin Group is the holding company of a group of companies, including VAL, 
active in a wide range of products and services worldwide. The Virgin Group 
holding company, Virgin Group Holdings Limited, is wholly- owned by Sir 
Richard Branson. 
(5) VAL is the hol ding company of Virgin Atlantic Airways Limited (“ Virgin 
Atlantic ”) and Virgin Holidays Limited (“ Virgin Holidays ”). Virgin Atlantic is an 
international airline with headquarters in the United Kingdom  (“UK”) , providing 
passenger air transport services and cargo air transport services, using belly space 
on its passenger aircraft, as well as MRO services. Virgin Atlantic flies to 34 
destinations worldwide. Virgin Holidays is a UK tour operator which supplies and 
distributes package holidays and ancillary products.  
Pre-existing corporate and commercial relationships between the parties  
(6) Delta is a shareholder of both AFKL and VAL, and the Parties have existing 
alliance and joint venture relationships:  
- AF and Delta were founding members of the SkyTeam alliance i n 2001. 
Since 2004 (shortly after the merger of AF and KL), KL has also been a 
full member of the SkyTeam alliance.   
- AFKL and Delta are also members of SkyTeam Cargo, a global airline 
cargo alliance, started in 2000. 
- Delta, AF, KL and Alitalia Compagnia A erea Italiana S.P.A. (“Alitalia”)  
are parties to the TATL Joint Venture, a metal neutral joint venture 
arrangement covering various routes between Europe and North America, 
and other geographic regions.5   
                                                 
4 Delta holds an 8.8% (non -controlling ) stake in AFKL.  
5  See paragraph (11). 
 
3 - Delta and Virgin Atlantic are parties to the Delta -Virgin Atlantic Joint 
Venture, a metal neutral joint venture arrangement covering non- stop 
routes between the UK and North America.6 
- Delta, AF, KL, Alitalia and Virgin Atlantic are also parties to a 
coordination agreement dated 8 April 2013 (the “5- Way Co ordination 
Agreement”), pursuant to which the se parties established a framework for 
coordination of commercial activities covering city pair routings between 
the UK and North America.7 
2. THE  CONCENTRATION 
(7) The Transaction concerns the proposed acquisition by AFKL of a 31% joint-
controlling interest in VAL . In addition, the Parties intend to implement a  (new) 
transatlantic joint venture agreement (“JVA”)8 between  AFKL, AF, KL, Delta 
and Virgin Atlantic  and the Enhanced Strategic Cooperation Agreement 
(“ESCA”) d escribed in the ESCA memorandum of understanding (“ESCA 
MOU”)9 between Virgin Atlantic, AFKL, AF and KL.  
AFKL entering as a new shareholder  
(8) Pre-Transaction, Virgin Group and Delta respectively own 51% and 49% of the 
shares in VAL and have joint control ove r VAL.10  
(9) Pursuant to a Sale and Purchase Agreement (“SPA”)11, executed on 15 May 2018, 
AFKL will acquire a 31% equity interest in VAL from Virgin Group.  
(10) Post-Transaction, AFKL will therefore own 31%, Virgin Group 20% and 
Delta  49% of the shares in VAL.  
Implementation of a transatlantic joint venture agreement and the ESCA MOU  
(11) Pursuant to the JVA between AFKL, AF, KL, Delta and Virgin Atlantic , the 
Parties intend to establish a new transatlantic joint venture agreement combining  
(i) [details of cooperation a rrangement]12 and (ii) the  metal neutral joint venture 
                                                 
6  See paragraph (11). 
7  By final order issued on 23 September 2013, the DOT granted antitrust immunity with respect to the 
activities contemplated under the DL -VS Joint Venture and to the 5 -Way Coordination Agreement.  
8  Amended and Restated Transatlantic Joint Venture Agreement, dated 15 May 2018. Form CO, Annex 
A.09e.  
9  Memorandum of Understanding in respect of the Enhanced  Strategic Cooperation Agreement 
(“ESCA”), dated 5 October 2018. Form CO, Annex A.09f.  
10  See M.6828 – Delta Airlines/Virgin Group/Virgin Atlantic Limited . 
11  Sale and Purchase Agreement in respect of 31 per cent equity interest in Virgin Atlantic Limited,  dated 
15 May 2018. Form CO, Annex A.09b.  
12  [Details on potential parties to new transatlantic joint venture agreement] . 
 
4 arrangement between Delta and Virgin Atlantic (the “D elta-Virgin Atlantic  Joint 
Venture”13). This expanded joint venture will cover the P arties [details on 
potential parties to new transatlantic joint ve nture agreement]14 [further details on 
the joint venture agreement ]. 
(12) In addition to the JVA, Virgin Atlantic, AFKL, AF and KL have concluded a n 
ESCA MOU which regulates how AFKL and Virgin Atlantic intend to organise 
and implement bilateral cooperation on c ertain routes between Europe (including 
the UK) and the rest of the world (excluding North America).15  
Scope of this Decision  
(13) This Decision only assesses the impact on competition resulting from the 
acquisition by AFKL of a joint -controlling interest in VA L. The Commission 
does not assess the impact on competition resulting from the pre -existing 
relationships between AFKL and Delta as these have been assessed in the 
Commission’s Decision in case AT.39964 – Air France/KLM/Alitalia/Delta .16 In 
that respect, th e Parties have notified the Transaction based on the assumption 
that the TATL Joint Venture and Delta -Virgin Atlantic Joint Venture are in place. 
However, this decision is without prejudice to the application of Article 101 
TFEU to any existing or envisage d agreement between the Parties, including 
without limitation the TATL Joint Venture, the DL -VS Joint Venture, the JVA 
and the 5- Way Coordination Agreement.   
Joint control  
(14) The Board of Directors of VAL  will consist of  [details about composition of the 
Board of Directors] .17 [Details about appointment of the Chairman] .18 [Further 
details about appointment of the Chairman] . [Details about appointment of 
executive director] .19 
(15) [Details about voting mechanism]20; [further details about voting mechanism] .21   
                                                 
13  A metal neutral joint venture arrangement covering non -stop routes between the UK and North 
America.  
14  Alitalia is not a party to the JVA. [Details about implementing the JVA]  (Form CO, footnote 6).  
15  [Details about implementation of cooperation] . 
16  Commission’s Decision of 12  May 2015 under Article 9(1) of Council Regulation 1/2003 in case 
AT.39964 – Air France/KLM/Alitalia/Delta . 
17  See [reference to confidential document] , Form CO, Annex A.09g.  
18  See [reference to clause] of the Shareholders’ Agreement, Form CO, Annex A.09c.  
19  See [reference to clause] of the Shareholders’ Agreement, Form CO, Annex A.09c.  
20  See [reference to clause] of the Shareholders’ Agreement, Form CO, Annex A.09c.  
21  See [reference to confidential document] , Form CO, Annex A.09g.  
 
5 (16) The ap proval of s trategic business plans, annual budgets, borrowings beyond the 
current annual budget, capital expenditure beyond the current annual budget, and 
any material contract not authorised by the current annual budget (each a “Special 
Matter”), will be subject to a special approval process, [details about voting 
mechanism and veto rights] .22 [Further details about voting mechanism and veto 
rights] .   
(17) In addition, each of Delta, AFKL and Virgin Group has a veto right over [details 
about veto rights] .23  
(18) Besides, for the sake of completeness, the Shareholders Agreement provides that, 
upon implementation of the JVA, which is conditional upon all necessary 
regulatory approvals having been obtained,24 [details about veto rights] .25  
(19) According to paragraph s 62 and 69 of the C onsolidated Jurisdictional Notice , the 
power to co-determine the structure of the senior management, such as the 
members of the board and the power to block actions which determine the 
strategic commercial behaviour of an undertaking, usually confers upon the 
holder the power to exercise decisive influence on the commercial policy of an 
undertaking.  
(20) As a result, post -Transaction, Delta, AFKL and Virgin Group will jointly control 
VAL  and its subsidiaries (notably Virgin Atlantic and Virgin Holida ys).26  
Full-functionality  
(21) VAL has sufficient own staff, financial resources and dedicated management for 
its operation and for the management of its portfolio and business interests. 
Furthermore, VAL will not be limited to exercising a specific function for its 
parents as it will continue  to have a market presence. It also  does not have 
significant sale or purchase relationships with its parents. Finally, VAL  is 
intended to operate on a lasting basis. Therefore, VAL is a full-functional  joint 
venture . 
                                                 
22  See [reference to clause]  of the Shareholders’ Agreement, Form CO, Annex A.09c, and [reference to 
confidential document] , Form CO, Annex A.09g . 
23  See [reference to clause] , Form CO, Annex A.09c.  
24  See [reference to clause]  of the JVA, Form CO, Annex A.09c.  
25  See [reference to clause] of the Shareholders’ Agreement, Form CO, Annex A.09c.  
26  The Commission recalls that, regar ding the EU air transport licensing provisions, pursuant to 
paragraph 23 of the Consolidated Jurisdictional Notice, " the concept of control under the Merger 
Regulation may be different from that applied in specific areas of Community and national legislati on 
concerning, for example, prudential rules, taxation, air transport or the media. The interpretation of 
‘control’ in other areas is therefore not necessarily decisive for the concept of control under the 
Merger Regulation ." 
 
6 3. EU DIMENSION  
(22) The undertakings concerned have a combined aggregate worldwide turnover of 
more than EUR 5 000 million27 (AFKL: EUR 25 781 million, Delta: EUR 36 499 
million, Virgin Group: EUR […] and VAL: EUR 3 038 million) . Each of them 
has an EU -wide turnover in  excess of EUR 250 million (AFKL: EUR [… ], 
Delta:  EUR: […], Virgin Group: EUR [… ] and VAL: EUR […]), and they do not 
achieve more than two -thirds of their aggregate EU -wide turnover within one and 
the same Member State.28 The notified operation therefore ha s an EU dimension.  
4. RELEVANT  PRODUCT  AND  GEOGRAPHIC  MARKETS  
(23) The Parties' activities overlap in (i) passenger air transport services29, (ii) cargo 
air transport services and (iii) maintenance, repair and overhaul (“MRO”) 
services.  
4.1. Identification of the releva nt markets in respect of air transport services of 
passengers  
4.1.1. Relevance of the O&D approach 
(24) In respect of air transport services of passengers, the Commission has, in its prior 
decision practice related to air transport, defined the relevant markets for 
scheduled passenger air transport services on the basis of two approaches: (i) the 
"point of origin/point of destination" ("O&D") city -pair approach, where the 
target was an active air carrier;30 and (ii) the "airport- by-airport" approach, when 
the target inc luded an important slot portfolio.31  
(25) Under the O&D approach, every combination of an airport or city of origin to an 
airport or city of destination is defined as a distinct market. Such a market 
definition reflects the demand -side perspective whereby passengers consider all 
possible alternatives of travelling from a city of origin to a city of destination, 
                                                 
27  Turnover calculated in acco rdance with Article 5 of the Merger Regulation.  
28  AFKL, Delta and VAL calculated their turnover based on the “point of sales” methodology, but the 
Parties confirmed that the turnover thresholds would also be met under the “point of origin” and the 
“50/50  split” methods (with the exception of AFKL’s MRO turnover, which was calculated based on 
the “point -of-origin” methodology, but AFKL confirmed that i ts turnover exceeds the 
EUR  250 million threshold under any calculation method).  
29  The Parties’ activiti es give rise to overlap in the provision of passenger air transport services under 
both the route -by-route (or “O&D”) approach and the airport -by-airport approach.  
30  See e.g. Cases M.7541 − IAG/Aer Lingus, paragraph 14; M.7333 − Alitalia/Etihad , paragrap h 63; 
M.6447 − IAG/bmi , paragraph 31 . 
31  See e.g. Cases M.8869 – Ryanair/LaudaMotion,  paragraphs 96 and 116, M.8672 – easyJet/Certain Air 
Berlin Assets, paragraph 41; M.8633 –  Lufthansa/Certain Air Berlin Assets,  paragraph 58; M.6447 –  
IAG/bmi , paragraph 4 83. For Cases M.8672 – easyJet/Certain Air Berlin Assets and M.8633 – 
Lufthansa/Certain Air Berlin Assets , the Commission only carried out an airport -by-airport 
assessment, since the target assets did not constitute an active air carrier (Air Berlin had de finitively 
ceased its flight operations on all routes due to its insolvency).  
 
7 which they do not consider substitutable for a different city pair. The effects of a 
transaction on competition are thus assessed for each O&D separately .  
4.1.2. Relevance of the airport -by-airport approach 
(26) Under the airport -by-airport approach, every airport (or substitutable airports) is 
defined as a distinct market. Such a market definition has notably been adopted to 
assess the risks of foreclosure entailed by the concentration of slots at certain 
airports in the hands of a single undertaking.32 Under this approach, t he effects of 
a transaction on competition are thus assessed for all O&Ds taken together to or 
from an airport (or substitutable airports).  
4.1.2.1. Introduction  
Slots as an input for air transport services  
(27) By virtue of the Slot Regulation,33 slots, i.e. the permission to land and take -off at 
a specific date and time at congested airports, are essential for airlines' operations. 
Indeed, only air carriers holding slots are entitled to get access to the airport 
infrastructure services delivered by airport managers and, consequently, to 
operate routes to or from those airports.  
(28) The Commission has, in its prior decision practice, highlighted that the lack of 
access to slots constitutes a significant barrier to entry or expansion at Europe's 
busiest airports, such as London Heathrow airport.34  
(29) The Commission has also insisted, in the framework of its airport policy, that 
"slots are a rare resource" and " access to such resources is of crucial importance 
for the provision of air transport services and for the maintenance of effective 
competition. "35 
(30) In addition, the Slot Regulation recalls that, with the increase of air traffic, there 
is a continuously growing demand for capacity at congested airports.36 Therefore, 
the lack of available slots has become a prominent feature of the EU airline 
industry and is expected to become an even more critical issue for air carriers in 
the near future.  
                                                 
32  See e.g. Case M.8633 – Lufthansa/Certain Air Berlin Assets , paragraphs 164 et seq .  
33  Council Regulation (EEC) No 95/93 of 18 January 1993 on common rules for the allocation of slots at 
Community airports (the “Slot Regulation”).  
34  See e.g. Cases M.7541 – IAG/Aer Lingus , paragraphs 188 et seq .; M.6447 – IAG/bmi , paragraphs 174 
and 663.  
35  Recital (4) of the Commission Proposal for a Regulation of the European Parliament and  of the 
Council on common rules for the allocation of slots at European Union airports (COM/2011/827 final 
of 01 December 2011).  
36  Slot Regulation, first recital: "Whereas there is a growing imbalance between the expansion of the air 
transport system in E urope and the availability of adequate airport infrastructure to meet that 
demand; whereas there is, as a result, an increasing number of congested airports in the Community."  
 
8 Rules for the allocation of slo ts 
(31) In the context of the imbalance between demand and supply of airport capacity, 
the Slot Regulation defines the rules for the allocation of slots at EU airports. It 
aims to ensure that, where airport capacity is scarce, the latter is used in the fullest 
and most efficient way and slots are distributed in an equitable, non-
discriminatory and transparent way.  
(32) Under the Slot Regulation, the general principle regarding slot allocation is that 
an air carrier having operated its particular slots for at least 80 % during the 
summer or winter scheduling period is entitled to the same slots in the equivalent 
scheduling period of the following year (the "grandfather rights").37 Conversely , 
slots which are not sufficiently used by air carriers (below 80%) are reallocat ed to 
other air carriers (the "use it or lose it" rule).  
(33) The Slot Regulation also provides for the setting up of "pools" containing newly-
created time slots, unused slots and slots which have been given up by a carrier or 
have otherwise become available (e.g. via the “use it or lose it” rule).  50% of the 
slots from the slot pool shall first be offered to new entrants. The other 50% of the 
slots from the slot pool shall be placed at the disposal of other applicant airlines 
(incumbent airlines). If applicatio ns by new entrants amount to less than 50% of 
the capacity made available through slots from the pool, this remaining capacity 
shall also be placed at the other applicants' disposal.38  
(34) Under the Slot Regulation, slots cannot be traded. They may however be 
exchanged or transferred between airlines in certain specified circumstances and 
subject to the explicit confirmation from the coordinator under the Slot 
Regulation.39  
4.1.2.2. Parties’ views  
(35) The Parties do not object to the airport -by-airport approach but submit t hat the 
Transaction does not make any material change to the position of any of the 
Parties at any EEA airport.40 
4.1.2.3. Commission’s assessment  
(36) According to the Explanatory Memorandum for the Commission Proposal for a 
Regulation of the European Parliament and of the Council on common rules for 
the allocation of slots at European Union airports,41 "the emergence of a strong 
competitor at a given airport requires it to build up a sustainable slot portfolio to 
                                                 
37  Slot Regulation, Article 8(2).  
38  Slot Regulation, Article 10(6).  
39  The coor dinator is the person responsible for the allocation of slots (Slot Regulation, Article 4(5)). 
According to the first sentence of Article 8a(2) of the Slot Regulation, "[t]he transfers or exchanges 
referred to in paragraph 1 shall be notified to the coordi nator and shall not take effect prior to the 
express confirmation by the coordinator ." 
40  Form CO, paragraph 293.  
41  COM/2011/827 final of 01 December 2011.  
 
9 allow it to compete effectively with the dominant carrier (usually the “home” 
carrier)."  
(37) In this context, in a number of prior decisions related to transactions entailing the 
transfer of slots at certain airports, the Commission has considered the effects of 
the transaction on the operation of passenger air trans port services at a given 
airport in terms of the slot portfolio held by a carrier at the airport, without 
distinguishing between the specific routes served to or from that airport.42 Under 
this approach, the Commission assesses  how the transaction strengthe ns the 
merged entity 's position at certain airports  and the potential effects thereof on the 
merged entity’s ability and incentive to foreclose other air carriers from accessing 
the relevant airports. Foreclosing access to airports may in turn foreclose th ose 
other air carriers from operating routes from/to the relevant airports.43 
(38) AFKL’s major hubs are Amsterdam and Paris -Charles de Gaulle airports,44 where 
Delta holds a negligible amount of slots.45 Delta’s slots at these airports are all 
used for existing T ATL Joint Venture services. Virgin Atlantic does not hold any 
slot (and historic rights thereto) at Amsterdam or Paris -Charles de Gaulle airports, 
nor at any EEA airport outside the United Kingdom.46 Therefore, the Transaction 
will not have any impact on any of the Parties ’ slot portfolio at any EEA airport 
outside the United Kingdom.47  
(39) In the United Kingdom, Delta/Virgin Atlantic hold slots (and historic rights 
thereto) at London Heathrow, London Gatwick and Manchester airports in both 
IATA Seasons. AFKL al so holds slots at London Heathrow and Manchester 
airports in both IATA Seasons. The Parties’ slot portfolio s thus overlap at London 
Heathrow and Manchester airports.48  
(40) Therefore, in view of the above, the Commission considers it appropriate, for the 
purpos e of this Decision, to apply the analytical framework designed to address 
                                                 
42  See e.g. Cases M.8869 –  Ryanair/LaudaMotion, paragraph 116; M.8672 – easyJet/Certain Air Berlin 
Assets, paragraph 41; M.8633 –  Lufthansa/Certain Air Berlin Assets,  paragraph 58; M.6447 –  
IAG/bmi , paragraph 483.  
43  See e.g. Cases M.8869 – Ryanair/LaudaMotion, paragraph 506 et seq . ;M.8672 –  easyJet/Certain Air 
Berlin Assets, paragraph s 91 et seq. ; M.8633 – Lufthansa/Certain Air Berlin Assets,  paragraph s 160 et 
seq.; M.6447 − IAG/bmi , paragraph 483.  
44  Form CO, paragraph 204.  
45  Form CO, paragraphs 306 -307. Delta holds a negligible amount of slots at AMS and CDG, namely 
[20-30] daily slot pairs at AMS  and [20-30] daily slot pairs at CDG.  
46  Form CO, paragraph 305.  
47  Without prejudice to any assessment conducted under Article 101 TFUE, the Commission considers 
that the Transaction will not bring any change with regard to slot holding at non -overlap ai rports.  
48  For the sake of completeness, it can be noted that, in the United Kingdom, AFKL has [5-10] daily slot 
pairs at Birmingham, [5-10] daily slot pairs at London City, [5-10] daily slot pairs at Newcastle, [5-10] 
daily slot pairs at Aberdeen, [0-5] daily slot pairs at Bristol, [0 -5] daily slot pairs at Leeds Bradford, 
[0-5] daily slot pairs at Southampton and [0-5] daily slot pair at Belfast City. Virgin Atlantic/Delta has 
no slot pairs at any of these airports (Form CO, footnote 89).  
 
10 the risk of foreclosure from access to airport infrastructure services potentially 
resulting from the acquisition of joint control over Virgin Atlantic, at airports 
where the slot portfolio of Virgin Atlantic/D elta and AFKL overlap in 
Winter 2018/2019 and Summer 2019 IATA Seasons , namely London Heathrow 
and Manchester airports.  
4.1.3. Relevance of the market for air transport services to tour operators  
(41) Carriers, both charter and scheduled ai rlines, may sell seats (or entire flights) to 
tour operators, which then integrate the flights into package holidays or resell 
seats only to end customers.  
(42) In prior decisions, the Commission has regarded the wholesale supply of airline 
seats to tour opera tors as a distinct market from the supply of scheduled air 
transport services to end customers.49 Indeed, from a demand -side perspective, 
tour operators have different requirements from those of individual passengers 
(for example, purchase of large seat packages in advance from the start of the 
season, negotiation of rebates, taking into account passengers’ needs in terms of 
flight times). In Ryanair/Aer Lingus III, the Commission stated that 
“competitive conditions in this market [the supply of seats to tour operators] are 
manifestly different, since tour operators have different requirements from those 
of individual customers (for example, buying of large seat packages, negotiation 
of rebates, taking into account of customers' needs in terms of flight times ).”50  
4.1.3.1. Parties’ views  
(43) The Parties stated that the distinction between retail and wholesale supply of 
airline seats to tour operators is not meaningful for the competitive assessment 
of specific routes in the case at hand.51  
4.1.3.2. Commission’s assessment  
(44) The Commi ssion considers that , for the purpose of assessing the horizontal 
effects of the Transaction,  the supply of airline seats to tour operators only  
constitute s a meaningful market on routes where either AFKL or Virgin52  are 
active to a significant extent .53 Indeed, in the absence of any (material) overlap, 
                                                 
49  See e.g. Cas es M.8046 – TUI/Transat France , paragraphs 66 -88; M.5867 – Thomas Cook/Öger Tours , 
paragraph 16; M.4601 – KarstadtQuelle/MyTravel , paragraph 43; M.4600 – TUI/First Choice , 
paragraph 57; M.3770 – Lufthansa/Swiss , paragraph 20.  
50  Decision of 27 February 2013, case M.6663 – Ryanair/Aer Lingus III , paragraph  409. 
51  See Reply of the Parties to RFI 3 of 23 January 2019, question 5.  
52  On routes from  Europe (excluding the UK) to North America, because of the TATL Joint Venture, 
Virgin Atlantic’s market share eq uate to the increment brought about by the Transaction. On all other 
routes, the increment brought about by the Transaction corresponds to AFKL’s market share given that 
pre-Transaction, VAL is co -controlled by Virgin Group and Delta.  
53  In the absence of  data on the total size of the market for supply of airline seats to tour operators, the 
Commission considers that AFKL (or Virgin when relevant) can be considered as only marginally 
active on that market when the number of seats sold to tour operators is on average below 5 per day or 
 
 
11 the market for the supply of airline seats to tour operators cannot be considered 
as meaningful for the purpose of the Transaction.54  
(45) Therefore, for the purpose of the Transaction, a  competitive assessment of  the 
effects of the Transaction on the market for the supply of airline seats to tour 
operators could be meaningful  only on the London – Shanghai route.55 
Nevertheless, the Commission notes that competitive features on the London –  
Shanghai route are simila r as regards both the supply of scheduled air transport 
services to end customers and the supply of airline seats to tour operators.56 In 
particular, the Commission notes that the main competitors of the Parties in the 
supply of air transport services to en d customers are also active on the supply of 
seats to tour operators.  For instance, the established carrier China Eastern 
operated a daily direct flight on the London – Shanghai route in Summer 2017 
and six weekly frequencies in Winter 2017/2018 IATA Season.57 While the 
Parties do not have access to third party data for the market for the supply of 
seats to tour operators, they estimate that  their market shares58 and the 
increment brought about by the Transaction are moderate under any plausible 
market defini tion, as in  the market for supply of air transport services to end 
customers.59  
(46) In view of the moderate market shares and increments and the presence of 
established carriers offering direct flights  on the markets for the supply of airline 
seats to (i) tour  operators and (ii) end customers, the Commission considers that, 
for the purpose of this Decision, it is not necessary to further assess the effects 
of the Transaction on the market for the supply of airline seats to tour operators 
with regard to the London – Shanghai route.  
                                                                                                                                                 
when the number of seats sold to tour operators represent less than 5% of the number of seats sold by 
Virgin Atlantic/Delta (or AFKL/Delta when relevant).  
54  Should these markets considered as relevant, the Commission notes t hat the Transaction would not 
raise serious doubts as to its compatibility with the internal market with respect to the supply of airline 
seats to tour operators, under any plausible market definition.  
55  See Form CO, annex B.01, Wholesale supply of seats  data of each of AFKL, Virgin Atlantic, and 
Delta ; Reply of the Parties to RFI 3 of 23 January 2019.   
56  See Reply of the Parties to RFI 3 of 23 January 2019, questions 1 and 4.  
57  See Reply of the Parties to RFI 3 of 23 January 2019, question 1. AFKL ha s a joint venture agreement 
on that route with China Eastern which covers Amsterdam –  Shanghai and Paris –  Shanghai but not 
London -Shanghai. China Eastern can therefore also be considered as a competitor of the Parties 
operating a direct flight London – Shanghai.  
58  The Parties submit that a large part of their wholesale bookings are attributable to Chinese tourists 
travelling in organised groups (for instance, [90-100]% of AFKL’s wholesale activities on that route 
were point -of-sale China). In 2016, over 260 000 Chinese tourists visited the UK, of which [40 -50]% 
were part of a tour group. The number of seats sold by the Parties to tour operators represents 
[40-50]% of the number of Chinese tourists who visited the UK as part of a tour group (Form CO, 
parag raph 212 and Reply of the Parties to RFI 3 of 23 January 2019, question 2).  
59  See Section 5.1.4.2 below.  
 
12 (47) In any event, the Transaction is unlikely to raise serious doubts as to its 
compatibility with the internal market with respect to the supply of airline seats 
to tour operators, under any plausible market definition.  
4.1.4. Conclusion on the relevant market in respect of passenger air transport services  
(48) In the present case, the target is an active air carrier and the Parties’ slot holding 
overlap at London Heathrow and Manchester airport s. In its prior decisional 
practice, the Commission not ed that London Heathrow is  an airport where 
barriers to entry are high due to the scarcity of slots.60 Therefore, the relevant 
market for scheduled passenger air transport services will be defined under both 
the O&D approach and the airport -by-airport appro ach.  
(49) For the purpose of this Decision, the Commission considers that it is not 
necessary to further assess the effects of the Transaction on the market for the 
supply of airline seats to tour operators.  
4.2. Definition of the relevant markets  
4.2.1. O&D approach -  Air transport  services of passengers   
4.2.1.1. Distinction between groups of passengers  
The Parties’ views  
(50) The Parties note that in previous cases the Commission has considered that a 
distinction may be drawn between (i) time sensitive (“TS” or premium) 
passengers and (ii) non- time sensitive (“NTS” or non -premium) passengers, 
while ultimately leaving the market definition open in many instances. The 
Parties do not object to this distinction. Consistent with the Commission’s 
previous approach, the Parties have conside red that (i) restricted economy class 
passengers were NTS passengers and (ii) all first class, business class and 
premium economy class passengers, as well as economy class passengers with 
the most flexible economy tickets were TS passengers.61 
Commission’s  assessment  
(51) The Commission has in its decisional practice (mostly concerning network 
carriers) considered distinguishing, for a given O&D route, between (i) time 
sensitive ("TS" or premium) passengers who tend to travel for business 
purposes, require signi ficant flexibility for their tickets and are willing to pay 
higher prices for this flexibility, and (ii) non -time sensitive ("NTS" or non -
premium) passengers who travel predominantly for leisure purposes, do not 
                                                 
60  See e.g. Cases M.7541 – IAG/Aer Lingus , paragraphs 188 et seq .; M.6447 – IAG/bmi , paragraphs 174 
and 663.  
61  Form CO, paragraphs 237 -239. 
 
13 require flexibility with their booking and a re more price -sensitive than the first 
category.62  
(52) In its recent decisional practice relating to long -haul flights, the Commission has 
considered that it may be relevant to distinguish between TS and NTS 
passengers, although ultimately leaving the question open.63  
(53) The outcome of the market investigation is inconclusive, as to whether the 
distinction between TS and NTS passengers is relevant for the purpose of the 
Transaction.64 While some competitors, travel agents and corporate customers 
indicated that the distinction was relevant for the assessment of the Transaction, 
other respondents to the market investigation considered that the distinction 
between TS and NTS passengers has become increasingly blurred, as some 
business travellers increasingly travel on economy fares, whereas leisure 
travellers might choose a “premium” cabin to secure a seat on a high- demand 
flight.65  
Conclusion  
(54) In light of the above, the Commission concludes that the question whether it is 
necessary to distinguish between TS and NTS passengers can be left open, as 
the Transaction would not raise serious doubts as to its compatibility with the 
internal market under any plausible market definition. The Commission will 
consider the relevance of the distinction between TS and NTS passengers i n the 
route -by-route analysis where relevant.  
4.2.1.2. Distinction between direct and indirect flights66 
The Parties’ views  
(55) The Parties submit that on the overlap routes passengers consider indirect flights 
as an equivalent alternative to direct flights. In that reg ard, the Parties’ booking 
data show that some passengers do choose one- stop flights , although those 
indirect flights  are more than 150 minutes longer in duration than non- stop 
                                                 
62  See e.g. Cases M.7333 – Alitalia/Etihad , paragraphs 70 et seq. ; M.7270 – Cesky Aeroholding/Travel 
Service/Ceske Aerolinie, paragraph s 20 et seq. ; M.6663 – Ryanair/Aer Lingus III , recital 382; M.6607 
– US Airways/American Airlines, paragraph 8; M.6447 – IAG/bmi , paragraph 36.  
63  See e.g. Cases M.8361 – Qatar Airways/Alisarda/Meridiana , paragraphs 20 -23; M.7541 –  IAG/Aer 
Lingus , paragraphs 28 -29; M.7333 –  Alitalia/Etihad , paragraphs 70 -74; M.6828 – Delta Air 
Lines/Virgin Group/Virgin Atlantic Limited , paragraphs 2 3-28.  
64  Replies to eQ1 – Questionnaire 1 for Competitors, questions 8 and 8.1; eQ2 –  Questionnaire 2 to 
corporate customers and travel agencies, questions 3 and 3.1.   
65  Replies to eQ1 – Questionnaire 1 for Competitors, questions 8 and 8.1; eQ2 –  Questi onnaire 2 to 
corporate customers and travel agencies, questions 3 and 3.1.  
66  "Non -stop" flights are flights that take off at airport A and land at airport B where they load off 
passengers without any stops in between. By contrast, "direct" flights may ent ail a refuelling stop 
and/or a disembarking/re -embarking stop, but are marketed under a single flight code and are flown 
with a single aircraft. "One -stop" flights include direct flights that do not qualify as "non -stop", as well 
as indirect flights which are journeys that require a change of aircraft or a change of flight code.  
 
14 flights.67 Therefore, the Parties consider that one- stop flights may impose a 
competitive constraint on non- stop flights  and that the extent to which one -stop 
flights are substitutable for non -stop flights is apparent from the booking data 
for a certain route. . The Parties have submitted market shares for all non -
stop/one -stop and one -stop/one -stop overlap routes.  
Commission’s assessment  
(56) On a given O&D pair, passengers can travel either by way of a direct flight 
between the point of origin and the point of destination or by way of an 
"indirect" flight on the same O&D pair via an interm ediate destination.68 
(57) The level of substitutability of indirect flights to direct flights largely depends 
on the duration of the flight. As a general rule, the longer the flight, the higher 
the likelihood that indirect flights exert a competitive constraint on direct 
flights.69  
(58) The Transaction does not give rise to any short/medium -haul overlap routes, 
because Virgin Atlantic does not operate any short/medium -haul services.70 
Therefore, the question of the substitutability of direct and indirect flights is 
only needs to be addressed for long- haul services.  
(59) In prior decisions, t he Commission has considered that with respect to long- haul 
routes (more than 6 hours flight duration), indirect flights constitute a 
competitive alternative to direct services under cer tain conditions  (for example 
if they are marketed as connecting flights on the O&D pair in the computer 
reservation systems).71  
(60) A majority of competitors having expressed their views confirmed that one -stop 
services could constitute competitive alternatives to non- stop services as 
identified above.72 The majority of travel agencies stated that, on each of the 
relevant routes for the purpose of this decision,  they sell tickets to both direct 
and indirect flights to their customers . The majority of corporate c ustomers 
having expressed a view  stated that they buy tickets for both direct and indirect 
                                                 
67  Form CO, paragraph 245.  
68  Cases M. 8361 –   Qatar Airways/Alisarda/Meridiana , paragraph 24; M.7541 – IAG/Aer Lingus , 
paragraph 30; M.7333 –Alitalia/Etihad , paragraph  75; M.6663 – Ryanair/Aer Lingus III , 
paragraph  373. 
69  Cases M.7541 – IAG/Aer Lingus, paragraph 31; M.7333 –Alitalia/Etihad , paragraph  76; M.6447 – 
IAG/bmi , paragraph 68; M.5440 – Lufthansa/Austrian Airlines , paragraph 24; M.5335 – Lufthansa/SN 
Airholding, paragraph 36.  
70  Form CO, paragraph 246.  
71  Cases M.8361 – Qatar Airways/Alisarda/Meridiana , paragraph 26; M.7541 – IAG/Aer Lingus , 
paragraph 33; M.6828 –  Delta Air Lines/Virgin Group/Virgin Atlantic Limited , paragraph 29; M.6447 
− IAG/bmi , paragraph 69 . 
72  Replies t o eQ1 – Questionnaire 1 for Competitors, questions 9 and 9.1.  
 
15 flights on the affected direct/indirect overlap routes.73 Travel agents and 
corporate agents having expressed a view  specifically mentioned that the 
following criteria can lead passengers to choose one -stop flights over non- stop 
flights : the price , the total travel duration (including stopover times), the 
schedules and the number of frequencies.74  
Conclusion  
(61) The Transaction does not give rise to direct/direct overlap r outes.75 If direct and 
indirect flights were to be considered as two separate markets, the direct/indirect 
overlap routes would not be affected overlap routes as a result of the 
Transaction. For the purpose of this Decision, the Commission will consider tha t 
direct and indirect flights are part of the same market and assess the effects of 
the Transaction on direct/indirect overlap routes. Nevertheless,  the conclusion 
on whether or not direct and indirect flights belong to the same market can be 
left open as the Transaction would not raise serious doubts as to its compatibility 
with the internal market under either of these alternative market definition s.  
4.2.1.3. Distinction between charter flights and scheduled flights  
The Parties’ views  
(62) The Parties submit that they  face significant competition from charter 
companies selling so -called “dry seats ” (seats only without other services) on a 
number of routes, especially in respect of sunshine/leisure destinations in the 
Caribbean (such as Cuba and Jamaica) served by Virgi n Atlantic.76 
(63) In the Parties’ views, charter flights offering “dry seats” and scheduled flights 
are substitutable and are therefore part of the same relevant product market.77  
Commission’s assessment  
(64) The Commission has previously considered  that c harter fli ghts, as opposed to 
scheduled flights, are usually defined as air transport services that take place 
outside normal schedules, normally through a hiring arrangement with a 
particular customer (in particular a tour operator). Charter companies often fly 
to destinations where no scheduled airline is active and usually operate on a 
seasonal basis with a relatively low frequency of flights, in response to the 
requirements of tour operators (for example, once a week on Saturday, only 
during the summer or only during the ski season).78  
                                                 
73  Replies to eQ2 – Questionnaire 2 to corporate customers and travel agencies, question 5 and 6.  
74  Replies to eQ2 – Questionnaire 2 to corporate customers and travel agencies, questions 7 and  7.1. 
75  Form CO, paragraphs 17 and 18.  
76  Form CO, paragraph 251.  
77  Form CO, paragraph 251.  
78  See case M.6663 – Ryanair/Aer Lingus III , paragraph 388.  
 
16 (65) The Commission has also considered  that charter companies do not traditionally 
sell tickets directly to passengers. They sell  seats on t heir aircraft to tour 
operators, which include the flight in a holiday package. As such, the fli ght (air 
transport) is part of a package holiday, the price of which includes flights, 
accommodation and other services. However, charter  companies sell to some 
extent "dry seats" directly to passengers.79 
(66) The Commission has previously held that most of the  services offered by charter 
companies (package holiday sales, seat sales to tour operators) are not in the 
same market as scheduled point -to-point air passenger transport services.80 
However, as regards charter carriers selling dry seats and scheduled poin t-to-
point air passenger transport services, the Commission has left open whether 
they are part of the same relevant product market  and has considered the 
relevance of dry seats offered by charter companies in its competitive 
assessment .81  
(67) The Parties subm it that charter carriers are not represented in the market data 
they submitted.82 The Commission notes that the market data submitted by the 
Parties includes on some routes the airlines Thomas Cook/Condor and TUI , 
which are integrated into a tour operating company.  
Conclusion  
(68) In light of the above, the Commission considers  that the question of whether dry 
seats are part of the same market as scheduled air transport services can be left 
open, as the Transaction would not raise serious doubts as to its compat ibility 
with the internal market under any plausible market definition . The Commission 
will consider the relevance of the dry seats sold by charter airlines in the route -
by-route analysis where relevant.  
4.2.1.4. Airport substitutability  
Analytical framework  
(69) When defining the relevant O&D markets for passenger air transport services, 
the Commission has previously found that flights to or from airports with 
sufficiently overlapping catchment areas can be considered as substitutes in the 
eyes of passengers (particularly if the airports serve the same main city). In 
order to correctly capture the competitive constraint that flights to or from two 
                                                 
79  See case M.6663 – Ryanair/Aer Lingus III , paragraph 389.  
80  Cases M.6663 – Ryanair/Aer Lingus III , paragraph 418; M.4439 – Ryanair/Aer Lingus, paragraph  311. 
81  Cases M.6663 – Ryanair/Aer Lingus III , paragraph 419; M.4439 – Ryanair/Aer Lingus, paragraph  311; 
M.6828 – Delta Air Lines/Virgin Group/Virgin Atlantic Limited , paragraph 71.  
82  See Form CO, par agraph 214.  
 
17 different airports exert on each other, a detailed analysis taking into 
consideration the specific characteristics of the relevant airports  is necessary.83  
(70) The evidence used to characterise airport substitutability includes inter alia a 
comparison of actual distances and travelling times to the indicative benchmark 
of 100 km/1 hour driving time,84 the outcome of the market inves tigation (views 
of the competitors and other market participants), and the competitors’ practices 
in terms of monitoring  of competition. 
(71) In the present case, taking account of the relevant routes where the Parties’ 
activities overlap, the question of airpo rt substitutability arises for the routes to 
or from the following cities: Shanghai, Lyon, Paris, Düsseldorf, Milan, London, 
Manchester, New  York, Orlando and San Francisco.  
(72) Nevertheless, for the purpose of this Decision, the question of airport 
substitut ability is not relevant for Shanghai, Lyon, Düsseldorf, Manchester, 
Orlando and San Francisco. 85  
Assessment of airport substitutability  
a) Paris  
(73) Paris has two main airports, namely Charles de Gaulle (CDG) and Orly (ORY).  
(74) In its prior decision practice, the Commission  has considered ORY and CDG as 
substitutable airports , but ultimately left the question open.86  
(75) For the purposes of the O&D assessment of the Transaction, the question of 
airport substitutability is relevant for the following routes: Paris  – San-Francisco  
and Paris  – Boston. 
                                                 
83  See e.g. Cases M.8361 – Qatar Airways/Alisarda/Meridiana , paragraph 29; M.7333 – Alitalia/Etihad , 
paragraph 82; M.6663 – Ryanair/Aer Lingus III , paragraph 65.  
84  The 100 km/1 hour driving time is nevertheless used as a first proxy only. It wa s defined by the 
Commission in the specific case of routes served out of Dublin by two airlines with typical attributes 
of low -frills point -to-point carriers. This "rule" is thus not necessarily strictly applicable for other cases 
(see Case M.6663 –  Ryanai r/Aer Lingus III , paragraph 82). In this regard, In "Airport Competition: 
Myth or Reality? IATA Economics Briefing", November 2017, it is noted that "[w]hile isochrones are 
a simple and powerful visual tool, they are of limited use in understanding the choices that passengers 
actually make. (…) Moreover, the proximity of an alternative airport can only represent a relevant 
choice if the airlines which compete with each other offer a substitutable service, for instance a 
comparable itinerary. Isochrone maps do not reflect the availability of services at comparator airports 
and are therefore likely to overstate the extent of effective airport competition."  
85  Shanghai, Lyon, Düsseldorf, Manchester and San Francisco are cities served by several airports. 
Nevert heless, the question of airport substitutability does not arise given that the Parties operate the 
affected routes to/from the same airport (namely Shanghai Pudong International, Lyon, Düsseldorf, 
Manchester and San Francisco airports) and no competitor operates a direct service to/from the 
potential substitutable airport(s). Should the Commission take account of potential substitutable 
airports, the outcome of the competitive assessment would remain unchanged.  
86  Case M.5830 – Olympic/Aegean Airlines , paragraph 1676: the Commission concluded that CDG and 
ORY are substitutable for TS and NTS passengers on the Athens – Paris route.  
 
18 (76) On the Paris – San Francisco route , AFKL/Delta operates direct services and 
markets an indirect service to/from CDG . VAL only operates indirect services 
to/from CDG  while Frenchbee operates a direct service to/from ORY.87  
(77) On the Paris – Boston route, AFKL/Delta operates direct services and markets 
an indirect service to/from CDG. VAL only operates indirect services to/from 
CDG.88 
(78) The travel distances and times between Charles de Gaulle and Orly airports and 
the centre of Paris a re summarised below:  
Airport  Approximate 
distance to city 
centre  Approximate travel time to city centre  
Road  By car/taxi  By public transport  
Charles de 
Gaulle  24 km  29 min Rail: 30 min  
Coach/bus: 45 min  
Orly 19 km  43 min Rail: 30 -40 min  
Coach/bus: 35 m in 
Source: Form CO, paragraph 275.  
(79) Both competitors and corporate customers and travel agents having expressed a 
view gave mixed replies as to whether passengers consider CDG and ORY as 
substitutable.89 The majority of competitors  having expressed a view do monitor 
air carriers  flying on the Paris – San Francisco and Paris -  Boston routes  to/from 
CDG or ORY.90 The outcome of the market investigation is therefore 
inconclusive.  
(80) In any case, for the purpose of this Decision, the question of whether the relevan t 
market consists of Charles de Gaulle, or of Charles de Gaulle and Orly, can be 
left open, as the Transaction would not raise serious doubts as to its compatibility 
with the internal market under either plausible market definition.  
b) Milan  
(81) Milan has three airports, namely Malpensa (MXP), Linate (LIN) and Bergamo 
(BGY). In light of the fact that mostly domestic and short/medium -haul flights are 
operated from Bergamo, the latter  will therefore not be included in the airport 
substitutability analysis.  
                                                 
87  Form CO, paragraphs 702 -704. 
88  Form CO, paragraphs 731 -732. 
89  Replies to eQ1 – Questionnaire 1 for Competitors, question 15; eQ2 – Questionnaire 2 to corporate 
customers and travel agencies, question 9.  
90  Replies to eQ1 – Questionnaire 1 for Competitors, question 16.  
 
19 (82) In its p rior decision practice, the Commission  has considered Malpensa and 
Linate as sub stitutable , but the market definition was ultimately left open.91  
(83) For the purposes of the O&D assessment of the Transaction, the question of 
airport substitutability is relevan t for the routes: Milan – Los Angeles and Milan –  
San Francisco.  
(84) With respect to both the Milan – Los Angeles and Milan – San Francisco routes, 
the Parties operate indirect services to/from MXP and to/from LIN.92  
(85) The travel distances and times between Lina te and Malpensa  airports and the 
centre of Milan are summarised below:  
Airport  Approximate 
distance to city 
centre  Approximate travel time to city centre  
Road  By car/taxi  By public transport  
Linate  11 km  25 min  Bus: 20 min  
Malpensa  45 km  50 min  Rail: 4 0 min  
Source: Reply of the Parties to RFI 5 of 31 January 2019.  
(86) Both competitors and corporate customers and travel agents having expressed a 
view gave mixed replies as to whether passengers consider LXP and LIN airports 
as substitutable.93 The majority of  competitors having expressed a view do 
monitor air carriers flying on the Milan – Los Angeles and Milan – San Francisco 
routes  to/from MXP or LIN .94 The outcome of the market investigation is 
therefore inconclusive.  
(87) In any case, for the purpose of this De cision, the question of whether the relevant 
market consists of Malpensa, or of Malpensa and Linate, can be left open, as the 
Transaction would not raise serious doubts as to its compatibility with the internal 
market under either plausible market definition.  
                                                 
91  Cases M.7333 – Alitalia/Etihad , paragraphs 102 -105; M.4439 –  Ryanair/Aer Lingus , 
paragraphs  263-267; Case M.6663 – Ryanair/Aer Lingus III , paragraphs 245- 252. 
92  Form CO, paragraphs 978 -979 and 1034- 1035.  
93  Replies to eQ1 – Questionnaire 1 for Competitors, question 15; eQ2 – Questionnaire 2 to corporate 
customers and travel agencies, question 9.  
94  Replies to eQ1 – Questionnaire 1 for Competitors, question 16.  
 
20 c) London 
(88) London has six main airports, namely Heathrow  (LHR) , Gatwick  (LGW) , City  
(LCY) , Stansted  (STN) , Luton (LTN) and Southend (SEN) .95  
(89) In its prior decisional practice relating to long -haul services to/from London, the 
Commission examined the effects of the t ransaction on a market comprising 
flights to and from Heathrow only and on a wider market comprising flights to 
and from LHR, LGW and LCY, but the market definition was ultimately left 
open.96 
(90) The Parties consider that there is no reason to deviate from this practice.97  
(91) For the purposes of the O&D assessment of the Transaction, the question of 
airport substitutability  is relevant for the  following  routes : London – Seattle, 
London – Atlanta, London – Minneapolis, London – Detroit, London – Portland, 
London – Lagos, London – Shanghai, London – Havana and London – Montego 
Bay.  
(92) On the London – Seattle route, VAL/Delta operates direct and indirect services 
to/from LHR . AFKL operates indirect services to/from LHR via AMS or CDG.   
VAL/Delta also operates i ndirect services to/from LGW  while Norwegian 
operates direct services to/from LGW .98  
(93) On the London -  Atlanta route, VAL/Delta operates direct and indirect services 
to/from LHR . AFKL operates indirect service to/from LHR via AMS or CDG. 
VAL/Delta also operates an indirect service to/from LGW.99 
(94) On the London – Minneapolis route, VAL/Delta operates direct and indirect 
services to/from LHR . AFKL operates indirect services  to/from LHR via AMS or 
CDG.100 
(95) On the London – Detroit route, VAL/Delta operates direct and indirect services 
to/from LHR . AFKL operates indirect service s to/from LHR via AMS or CDG.101 
                                                 
95  Given that no direct services on any of the relevant routes are operated to/from STN, LTN and SEN 
and that a negligible number of passengers booked indirect flights provided by the Parties’ competitors  
to/from these airports, these airports are not considered as plausible substitutable airports for the 
purpose of the Decision (Form CO, paragraphs 258, 261 and 1140).  
96  M.6828 – Delta Air Lines/Virgin Group/Virgin Atlantic Limited , paragraph 43.  
97  Form  CO, paragraphs 256 and 265.  
98  Form CO, paragraph s 441-442. 
99  Form CO, paragraphs 496 -498. 
100 Form CO, paragraphs 521 -522. 
101  Form CO, paragraphs 545 -546. 
 
21 (96) On the London – Portland route, VAL/Delta operates direct and indirect services 
to/from LHR . AFKL operates indirect service s to/from LHR via AMS or CDG.102 
(97) On the London – Lagos route, VAL operates direct and indirect services to/from 
LHR. AFKL operates indirect services to/from LHR and to/from LCY.103 
(98) On the London – Shanghai route, VAL operates direct services to/from LHR . 
AFKL operates indirect services to/from LHR an d to/from LCY.104 
(99) On the London – Havana route, VAL operates direct and indirect services to/from 
LGW . AFKL operates indirect services to/from LHR.105 
(100)  On the London – Montego Bay route, VAL operates direct services to/from LGW 
while AFKL and VAL/Delta operate indirect services to/from LHR.106 
(101)  The travel distances and times between  Heathrow , Gatwick  and City airports and 
the centre of London are summarised below:  
Airport  Approximate 
distance to city 
centre  Approximate travel time to city centre  
Road  By car/taxi  By public transport  
Heathrow  28km  65 min Rail: 15 -30 min  
Coach/bus: 65/135 min  
Gatwick  46 km  85 min Rail: 30 -45 min  
Coach/bus: 90/145 min  
City 14 km  20 min  Rail: 22 min  
Source: Form CO, paragraph 260  and reply of the Parties to RFI 5 of 31 January 2019 .  
(102)  Both competitors and corporate customers and travel agents having expressed a 
view gave mixed replies  as to whether the relevant market consists of flights 
to/from LHR only, or to/from LHR, LGW and LCY taken together .107 The 
majority of competitors having expressed a view do monitor air carriers  flying 
                                                 
102  Form CO, paragraphs 596 -597. 
103  Form CO, paragraphs 1064 -1066.  
104  Form CO, paragraphs 1096 -1098.  
105  Form CO, paragraphs 1127 -1129.  
106  Form CO, paragraphs 1151 -1152.  
107  Replies to eQ1 –  Questionnaire 1 for Competitors, question 15; eQ2 – Questionnaire 2 to corporate 
customers and travel agencies, question 9.  
 
22 to/from LHR, LGW or LCY on the routes listed in paragraph (91)  above.108 The 
outcome of the market investigation is therefore inconclusive.  
(103)  In any case, for the purpos e of this Decision, the question of whether  the relevant 
market consists of flights to/from Heathrow  only, or to/from  Heathrow, Gatwick 
and City airports , can be left open, as the Transaction would not raise serious 
doubts as to its compatibility with the internal market under either plausible 
market definition.  
d) New- York  
(104)  The city of New York is served by three primary airports, namely John F. 
Kennedy (JFK), Newark Liberty (EWR) and La Guardia ( LGA)  airports. La 
Guardia predominantly serves North American d estinations and there are  no 
direct flights to and from L a Guardia relevant for the assessment of the 
Transaction.109 La Guardia will therefore not be included in the airport 
substitutability analysis.  
(105)  In its prior decisional practice relating to transatlan tic flights  to/from New York , 
the Commission examined the effects of the t ransaction on a market comprising 
flights to and from JFK  only and a wider market comprising flights to and from 
JFK and EWR , but the market definition was ultimately left open.110 
(106)  For the purposes of the O&D assessment of the Transaction, the question of 
airport substitutability is relevant for the following routes: Manchester – New 
York, Edinburgh – New York, Nice – New York, Dublin – New York, Lyon –  
New York, Marseille – New York an d Hamburg – New York.  
(107)  On the Manchester – New York route, VAL/Delta operates direct and indirect 
services to/from JFK and indirect services t o/from EWR.  AFKL operates indirect 
services to/from JFK  while United Airlines, Lufthansa and Air Canada operate 
direct services to/from EWR .111 
(108)  On the Edinburgh – New York route, VAL/Delta operates direct and indirect 
services to/from JFK . AFKL operates indirect services to/from JFK via AMS or 
CDG  while United Airlines, Lufthansa and Air Canada  operate direct services 
to/from EWR .112 
                                                 
108  Replies to eQ1 – Questionnaire 1 for Com petitors, question 16.  
109  See e.g. Form CO, paragraph 488.  
110  Cases M.7333 –  Alitalia/Etihad , paragraph 110; M.6828 – Delta Air Lines/Virgin Group/Virgin 
Atlantic Limited , paragraph 47. In case M.7541 – IAG/Aer Lingus, paragraph 104, the Commission 
conside red that JFK and EWR were substitutable for TS and NTS passengers with respect to the 
Dublin – New York route.  
111  Form CO, paragraphs 471 -473. 
112  Form CO, paragraphs 568 -570. 
 
23 (109)  On the Nice – New York route, AFKL/Delta operates direct and indirect services 
to/from JFK while VAL operates indirect services to/from JFK. The Parties also 
operate limited indirect services to/from EWR.113 
(110)  On the Dublin – New York route, AFKL/ Delta operates direct and indirect 
services to/from JFK . VAL operates indirect services to/from JFK and to/from 
EWR  while United Airlines, Lufthansa, Air Canada  and Aer Lingus operate direct 
services to/from EWR .114 
(111)  On the Lyon – New York route, the Parties operate indirect services to/from JFK 
and to/from EWR.115 
(112)  On the Marseille – New York route, the Parties operate indirect services to/from 
JFK and to/from EWR.116 
(113)  On the Hamburg – New York route, the Parties operate indirect services to/from 
JFK and to/from EW R while United Airlines operates a direct service to/from 
EWR in summer only.117 
(114)  The Parties consider JFK and EWR as substitutable.118  
(115)  The travel distances and times between th ese airports and the centre of New York  
are summarised below:  
Airport  Approximate 
distance to city 
centre  Approximate travel time to city centre  
Road  By car/taxi  By public transport  
John F. 
Kennedy 31 km  30 min By train: 75 min  
By bus: 52 min  
Newark  21 km  22 min By train: 24 min  
Source: Form CO, paragraph 272.  
(116)  The outcome of the mar ket investigation is inconclusive. While a majority of 
competitors having expressed a view consider that JFK and EWR airports are 
substitutable  and monitor air carriers  flying on the routes listed in paragraph (106)  
above  to/from JFK or EWR ,119 the corporate customers and travel agents gave 
                                                 
113  Form CO, paragraphs 756 -758. 
114  Form CO, paragraphs 789 -791. 
115  Form CO, para graphs 899 -900. 
116  Form CO, paragraphs 922 -923. 
117  Form CO, paragraphs 959 -960. 
118  Form CO, paragraph 270.  
119 Replies to eQ1 – Questionnaire 1 for Competitors, questions 15 and 16.  
 
24 mixed replies  as to whether passengers consider JFK and EWR as substitutable 
airports .120  
(117)  In any case, for the purpose of this Decision, the question of whether John F. 
Kennedy and Newark airports are substitutable can be left open, as the 
Transaction would not raise serious doubts as to its compatibility with the internal 
market under either plausible market definition.  
e) Orlando  
(118)  Orlando is served by two airports, namely Orlando Inte rnational (MCO) and 
Orlando Sanford International (SFB).  
(119)  In its prior decisional practice, the Commission found that MCO and SFB can be 
considered as substitutable from the point of view of passengers, at least with 
regards to NTS passengers, with regard t o the routes London – Orlando and 
Manchester - Orlando.121 
(120)  For the purpose of the O&D assessment of the Transaction, the question of 
substitutability of MCO and SFB is relevant for the following routes : Dublin – 
Orlando and Amsterdam – Orlando.  
(121)  On the Dubli n – Orlando route, the Parties operate indirect services to/from 
MCO, while Aer Lingus operates direct flights from MCO.122 With respect to the 
Amsterdam – Orlando route, the Parties operate from MCO while TUI operated a 
direct service to/from SFB.123  
(122)  The tra vel times and distances between these airports and  the city centre of 
Orlando are summarised below:  
Airport  Approximate 
distance to city 
centre  Approximate travel time to city centre  
Road  By car/taxi  By public transport  
Orlando 
(MCO)  21 km  20 min By tr ain: 36 min  
Sanford 
(SFB)  37 km  30 min Approximately 3 
hours  
Source: Form CO, paragraph 280.  
                                                 
120  Replies to eQ2 – Questionnaire 2 to corporate customers and travel agencies, question 9.  
121  M.6828 – Delta Air Lines/Virgin Group/Virgin Atlantic Limited , paragraph 52.  
122  Form CO, paragraph s 278 and 845.  
123  Form CO, paragraph s 862-863.  
 
25 (123)  The outcome of the market investigation is inconclusive. While a majority of 
competitors having expressed a view consider that Orlando and Sanford airports 
are substitutable  and monitor competitors on the route Amsterdam – Orlando 
flying to/from MCO or SFB ,124 the corporate customers and travel agents gave 
mixed replies  as to whether passengers consider Orlando and Sanford as 
substitutable .125  
(124)  In any case, for the p urpose of this Decision, the question of whether Orlando and 
Sanford airports are substitutable can be left open, as the Transaction would not 
raise serious doubts as to its compatibility with the internal market under either 
plausible market definition.  
Conclusion  
(125)  For the purpose of this Decision, it is not necessary to decide whether (i) Paris -
Charles de Gaulle and Paris Orly airports, (ii) Milan Malpensa and Milan Linate 
airports, (iii) London Heathrow, Gatwick and City, (iv) John F. Kennedy and 
Newark,  (v) Orlando and Sanford airports are substitutable  as the Transaction 
would not raise serious doubts as to its compatibility with the internal market 
under any plausible market definition.  
4.2.2. Airport -by-airport approach – Air transport of passengers  
(126)  As expl ained in paragraph (40)  above, the Commission considers it appropriate to 
apply the airport -by-airport approach for the purpose of this Decision. T he 
Commission will assess the effect of the Transaction on the Part ies’ slot holding 
in both IATA Seasons at London Heathrow and Manchester airports in relation to 
the markets for air transport services  of passengers  to or from the relevant airports 
and the market for airport infrastructure services provided at the releva nt airports.  
(127)  The Commission will consider below the various possible delineations of these 
two relevant markets under the airport- by-airport approach.  
4.2.2.1. Air transport services of passengers to or from the relevant airports  
Relevant product market  
(128)  In prior decisions, the Commission has not deemed it necessary to consider under 
the airport -by-airport approach, when all O&Ds to or from an airport are 
aggregated, the same distinctions as those considered when each O&D market is 
examined separately (e.g. time sensitive vs. non- time sensitive passengers, direct 
vs. indirect flights, charter flights vs. scheduled flights, wholesale vs. retail supply 
of airline seats).126 On the basis of the information in the file , the Commission 
                                                 
124  Replies to eQ1 – Questionnaire 1 for Competitors, questions 15 and 16. The question of  whether air 
carriers monitors competitors flying between Dublin and Sanford airports is irrelevant as no air carrier 
provides direct services on that airport pair.  
125  Replies to eQ2 – Questionnaire 2 to corporate customers and travel agencies, question 9 . 
126  See Cases M.8869 – Ryanair/LaudaMotion , paragraph 222; M.8672 – easyJet/Certain Air Berlin 
assets, paragraph 52; M.8633 – Lufthansa/Certain Air Berlin assets , paragraph 58; M.6447 − IAG/bmi , 
paragraphs 492 -506. 
 
26 considers that there are no grounds f or it to deviate from this past practice for the 
purposes of this Decision.  
Relevant geographic market 
(129)  In prior decisions, the Commission has considered whether the relevant airports 
were substitutable with other airports in view of their overlapping catc hment 
areas.127  
(130)  In the present case, the substitutability from the point of view of passengers of (i) London Heathrow, Gatwick, City, Stansted, Luton and Southend airports and (ii) Manchester, Liverpool and Leeds airports has been considered in 
section  4.2.1.4. above.
128 
Conclusion 
(131)  For the purpose of its airport -by-airport assessment of the Transaction in this 
Decision, the Commission will assess the competitive effects of the Transaction on the markets for the provision of passenger air transport services, encompassing all routes to or from an airport, or to or from substitutable airports.  
(132)  For the purpose of its airport -by-airport assessment of the Transaction in this 
Decision, the question of whether the relevant geographic market consists of (i) flights to/ from London Heathrow only or Heathrow, Gatwick and City airports  
and (i i) flights to/from Manchester only or Manchester, Liverpool and Leeds  can 
be left open, as the Transaction would not raise serious doubts  as  to  its  compatibility  with  the  internal  market  under  either plausible market definition (see section 5.2. below). 
4.2.2.2. Airport infrastructure services  
(133)  For the purpose of providing passenger air transport services at congested airports, airlines have to source infrastructure services at those airports. As indicated in paragraph (27) above, at congested airports, infrastructure capacity is 
managed through the allocation of slots, which enable air carriers to fly to and from the airports. Slots are therefore  defined, from the point of view of airports, 
as "a planning tool for rationing capacity at airports where demand for air travel 
exceeds the available runway and terminal capacity."
129  From the point of view 
of airlines, the granting of a slot at an airport  means that the airline may use the 
entire range of infrastructure necessary for the operation of a flight at a given time (runway, taxiway, stands and, for passenger flights, terminal infrastructure). This in turn enables the airlines to provide passenger  air transport services to and from 
that airport.  
                                                 
127  See Cases M.8869 – Ryanair/LaudaMotio n, paragraph s 223-226 ; M.8672 – easyJet/Certain Air Berlin 
assets, paragraphs 53 et seq .; M.8633 – Lufthansa/Certain Air Berlin assets , paragraphs 59 et seq.  
128  See in particular paragraphs (72) and (89) above.  
129  Press release of 1 December 2011 accompanying the Airport Package ( http://europa.eu/rapid/press -
release MEMO -11-857 en.htm ).  
 
27 (134)  As a consequence, through the Transaction  and the combination of slot portfolios , 
the Parties together obtain a right of access to a higher share of airport 
infrastructure capacity. The Transaction therefor e has an impact on (the demand-
side of) the markets for airport infrastructure services at the relevant airports and 
also on the markets for passenger air transport to and from those airports.  
Relevant product market  
(135)  The Commission has, in its prior decisi onal practice, delineated a product market 
for the provision of airport infrastructure services to airlines, which includes the 
development, maintenance, use and provision of the runway facilities, taxiways 
and other airport infrastructure.130  
(136)  The Commissio n has considered sub -dividing the market for airport infrastructure 
services on the basis of airline customers (i.e. charter operators, scheduled full 
service carriers and scheduled low cost carriers) and on the basis of the type of 
flights (i.e. short -haul and long- haul).131  
(137)  However, in prior decisions relating to the transfer of slots at airports, the 
Commission has not considered it appropriate to further distinguish within the 
market for airport infrastructure services, considering that slot portfolios g ive 
access to all infrastructure services necessary to operate at the airport.  
(138)  The Commission considers that there is no element in the file that would require 
deviating from the Commission's past practice for the purposes of this Decision.  
Relevant geogr aphic market  
(139)  In its prior decisional practice, the Commission has, defined the geographic scope 
of the market for airport infrastructure services as the catchment area of 
individual airports.  
(140)  The Commission has also considered additional criteria relevant for assessing  
airport  substitutability in relation to the market for airport infrastructure services, 
while acknowledging that the airlines' choice of airports ultimately depends on 
passengers' demand. In addition to the catchment area of a particular airport, the 
Commission has notably analysed the capacity constraints for slots and facilities, 
passenger volumes or the positioning of the airport (e.g. a niche airport serving 
high yield time -sensitive passengers or an airport serving mainly leisure, less 
time-sensitive passengers).132 
                                                 
130  See e.g. C ases M.7270 − Český Aeroholding/Travel Service/České aerolinie, paragraph 50; M.7008 – 
Aena International/Axa PE/LLAGL , paragraph 12.   
131  See e.g. Case M.7398 − MIRAEL/ Ferrovial/NDH1 , paragraph 19.  
132  See e.g. Cases M.5652 –  GIP/Gatwick Airport , paragrap h 14; M.4164 –  Ferrovial/Quebec/GIC/BAA, 
paragraphs 15- 17; M.3823 – MAG/Ferrovial Aeropuertos/Exeter Airport , paragraphs 16- 19.  
 
28 (141)  The Commission has taken account of all the above -mentioned criteria when 
assessing the geographic scope of the airport infrastructure services markets 
relevant for the assessment of the effects of transfer of slots.133 
Substitutab ility of London Heathrow, Gatwick, City, Stansted, Luton and Southend 
airports  
(142)  VAL, AFKL and Delta each  hold slots at Heathrow airport. Virgin Atlantic/Delta 
hold slot at Gatwick, while AFKL holds slot at City.134 The Transaction therefore 
gives rise to an o verlap between AFKL and Virgin Atlantic/Delta at Heathrow, 
and on a broader geographic scope comprising  at least  (i) LHR and (ii) LCY 
and/or LGW.  
(143)  The question of the catchment area of London airports is addressed in section  4.2.1.4. above. From the point of view of passengers, the relevant market s 
consists of flights to/from London Heathrow only or to/from Heathrow, Gatwick and City airports.  
(144)  As regards capacity constraints, t hese three airports are coordinated (Level 3) 
airports.  
(145)  In 2018, 78 million pas sengers used Heathrow airport,
135 46.1 million passengers 
travelled to/from Gatwick136 and 4.8 million passengers used City airport.137  
(146)  As regards positioning, Heathrow is the “ world’s busiest international airport ” 
and a major international hub for air transpo rt, with more than 81 airlines 
operating 204 destinations.138 Gatwick is used by 50 airlines, which provide “ a 
combination of full service, low -cost and charter services ” and fly to 
230 destinations.139 While 56% of City airport’s passengers travel for busines s 
purpose, 44% are leisure passengers. In that regard, City airport “ has developed 
                                                 
133  See Cases M.8869 – Ryanair/LaudaMotion , paragraphs 238 et seq ., M.8672 – easyJet/Certain Air 
Berlin assets , paragraph s 73 et seq.; M.8633 – Lufthansa/Certain Air Berlin assets , paragraph s 117 
et seq. 
134  Form CO, paragraph 300. In addition, none of the Parties holds slots at the other plausible airports. Taking account of these airports would therefore dilute the Parties’ slot h oldings.  
135  Heathrow airport’s “Facts and figures”: https://www.heathrow.com/company/company -news -and-
information/company -information/facts -and-figures  . 
136  Gatwick Key Facts  https://www.gatwickairport.com/business -community/about -gatwick/company -
information/gatwick -by-numbers/  . 
137  London City Airport’s website https://www.londoncityairport.com/media -centre/passengers -up-by-6-
4-in-2018 -to-4-8m . 
138  Heathrow airport’s “Facts  and figures”: https://www.heathrow.com/company/company -news -and-
information/company -information/facts -and-figures  and “History” 
https://www heathrow.com/company/company -news -and-information/company -information/our -
history  . 
139  Gatwick Key Facts  https://www.gatwickairport.com/busines s-community/about -gatwick/company -
information/gatwick -key-facts/  . 
 
29 an attractive mix of airlines and destinations with 11 airline customers […] 
serving 43 different destinations (11 UK, 34 European and 1 US destination) ”.140  
(147)  Considering that  Heathrow, City and Gatwick have different positioning and 
strategy, the Commission concludes that, for the purpose of this Decision, the 
geographic scope of the market for the provision of airport infrastructure services to airlines is limited to Heathrow  airport.
141  
Substitutability of Manchester, Liverpool and Leeds-Bradford airports 
(148)  Virgin Atlantic/Delta and AFKL hold slots at Manchester airport. The Transaction therefore gives rise to an overlap between Virgin Atlantic/Delta and AFKL’s slot portfolios. […].
142 
(149)  As regards catchment area, Manchester, Liverpool and Leeds airports are each all located within 100 km/1 hour driving time from Manchester city centre .  
(150)  In previous decisions, the Commission considered that Manchester and Liverpool or Manchester, Liv erpool and Leeds airports could belong to the same market in 
respect of certain short- haul routes.
143  
(151)  As regards capacity constraints, Manchester airport is a coordinated (Level 3) 
airport during both IATA Seasons, while Liverpool and Leeds airports are bot h 
schedules facilitated airports144 (Level 2)145 during both IATA Seasons. 
(152)  As regards positioning and passenger volumes, Manchester serves in particular 
full service carriers. It is used by 70 airlines serving 220 destinations. The number 
of passengers at Manc hester airport reached 59 million in 2018. Leeds and 
Liverpool are mainly used by low -cost carriers such as Ryanair and easyJet (at 
                                                 
140  2018 LCY Customer Profile: 
https://assets. ctfassets net/ggj4kbqgcch2/7KiRJ9oud2wEsKyAcSie60/66c269783be6dcbc5d604a512af
57364/2018 LCY Customer Profile.pdf  . 
141  For the sake of completeness, the Parties have provided their slot holding for all plausible airport combination and submit that the competitive assessment concerning their slot holding at LHR is valid under any plausible market definition (Form CO, paragraph 300).  
142  […].  
143  See e.g. Case M.6663 – Ryanair/Aer Lingus  III, paragraph 238.  
144  Under the Slot Regulation, a schedules facilitated airport is " an airport where there is potential for 
congestion at some periods of the day, week or year which is amenable to resolution by voluntary cooperation between air carriers and where a schedules facilitator has been appointed to facilitate the operations of air carriers operating services or intending to operate services at that airport ." 
145  Under the 8th Edition of Worldwide Slot Guidelines issued by IATA (effective 1 January 2017), a Level 2 airport "is one where there is potential for congestion during some periods of the day, week or season, which can be resolved by schedule adjustments mutually agreed between the airlines and 
facilitator. " A Level 2 airport under the IATA Worldwide Slot Guidelines corresponds to a schedules 
facilitated airport under the Slot Regulation.  
 
30 Liverpool only).146 3.6 million passengers travelled to/from Leeds airport, 147 
compared to 5.1 million to/from Liverpool airpor t. 148  
(153)  Considering that (i) only Manchester airport is a coordinated airport, and 
(ii) Manchester airport has a different positioning and market strategy, the 
Commission concludes that, for the purpose of this Decision, the geographic 
scope of the market fo r the provision of airport infrastructure services to airlines 
is limited to Manchester airport.  
Conclusion  
(154)  For the purpose of this Decision, the Commission will assess the effects of the 
Transaction on the market for the provision of airport infrastructure services to 
airlines.  
(155)  For the purpose of this Decision, the Commission considers that the geographic 
scope of the market for airport infrastructures services in London is London 
Heathrow airport and the geographic scope of airport infrastructure servic es in 
Manchester is limited to Manchester airport.  
4.2.3. Air transport services of cargo  
4.2.3.1. Relevant product market  
(156)  In prior decisions, the Commission considered a market for air transport of cargo 
including all kinds of transported goods provided by all types of air cargo 
carriers,149 without any further subdivision to be made according to the nature of 
the goods transported (for example, dangerous or perishable goods) or the type of 
air cargo carrier.150  
(157)  In fact, the Commission has concluded that four types of air  cargo carriers, 
namely (i) cargo airlines with dedicated freighter planes; (ii) airlines with only 
belly space cargo capacity on passenger flights; ( iii) combination airlines 
(i.e. airlines with both dedicated freighter airplanes and belly space cargo 
                                                 
146  Leeds airport website: https://www.leedsbradfordairport.co.uk/our -destinations/airlines .   
147  Leeds airport’s Strategic Development Plan, available  
https://www.leedsbradfordairport.co.uk/media/2522/masterplan -2017- update.pdf  . 
148  https://www.liverpoolairport.com/news/2019/01/double -celebration -for-ljla-with-growing -passenger -
numbers -and-the-uk-s-best-on-time-performance . 
149  Cases M.8361 –  Qatar Airways/Alisarda/Meridiana , paragraph 37; M. 6828 –  Delta Airlines/ Virgin 
Group / Virgin Atlantic Limited , paragraph 76; M.6447 – IAG/bmi , paragraph 92; M.5747 -  
Iberia/British Airways , paragraph 40.  
150  M. 6828 –  Delta Airlines/ Virgin Group / Virgin Atla ntic Limited , paragraphs 73 -74; M.6447 – 
IAG/bmi , paragraphs 91 -92; M.5747 – Iberia/British Airways , paragraph 40.  
 
31 capacity); and (iv) integrators, compete with each other for business with the 
same kinds of customers.151 
(158)  Based on the Commission’s prior decisions, the O&D approach to market 
definition is not appropriate for air cargo transport services because cargo is (i) in 
principle less time -sensitive than passengers, and (ii) usually transported “behind”  
and “beyond”  the points of origin and destination by trans -modal transport 
methods and thus can be routed via a higher number of stops than passengers.152 
Consequently, t he Commission considers that a wider market for air transport of 
cargo exists as, unlike passengers, cargo can be transported with a higher number 
of stopovers and therefore any one -stop route is a substitute for any non- stop 
route.153 
(159)  In addition, according to the Commission's precedents, cargo transport markets 
should be assessed on a unidirectional basis, due to differences in demand at each 
end of the route.154 
(160)  The Parties agree with the Commission's decision -making practice.155  
(161)  Therefore, in line with its p rior decisional practice, the Commission will assess 
the effects of the Transaction  on a broader market for air transport of cargo 
encompassing all types of air cargo carriers and including all kinds of transported 
goods on a unidirectional basis.  
4.2.3.2. Relevant  geographic market  
(162)  In prior decisions , the Commission defined the market in intra -European routes of 
air cargo transport as European- wide.156 As regards intercontinental routes, the 
Commission established that catchment areas at each end of the route broadl y 
correspond to continents where local infrastructure is adequate to allow for 
onward connections (for example, by road, train, or inland waterways , etc. ), such 
as Europe and North America . As regards continents where local infrastructure is 
                                                 
151  M. 6828 –  Delta Airlines/ Virgin Group / Virgin Atlantic Limited , paragraph 75; M.6447 – IAG/bmi , 
paragraph 89; M.5747 – Iberia/British Ai rways , paragraph 38.  
152  Cases M.8361 – Qatar Airways/Alisarda/Meridiana , paragraph 38; M.6828 – Delta Airlines/ Virgin 
Group / Virgin Atlantic Limited , paragraph 72; M.6447 – IAG/bmi , paragraph 87; M.5747 –  
Iberia/British Airways,  paragraph 36.  
153  Cases M.6828 – Delta Airlines/ Virgin Group / Virgin Atlantic Limited , paragraph 73; M.6447 –  
IAG/bmi , paragraph 88; M.5747 – Iberia/British Airways , paragraph 37.  
154  Cases M.8361 – Qatar Airways/Alisarda/Meridiana , paragraph 39; M.6828 – Delta Airlines/ Virgin 
Group / Virgin Atlantic Limited , paragraph 77; M.6447 – IAG/bmi , paragraph 90; M.5747 –  
Iberia/British Airways , paragraph 39.  
155  Form CO, paragraph s 1418 and 1420.  
156  Cases M.8361 – Qatar Airways/Alisarda/Meridiana , paragraph 39; M.6447 –  IAG/bmi , paragraph 93; 
M.5747 – Iberia/British Airways , paragraph 41.  
 
32 less developed , the relevant catchment area has been considered the country of 
destination.157  
(163)  The Parties agree with the Commission's previously established geographic 
definition . 
(164)  Therefore,  in line with its prior decisional practice, the Commission will assess 
the effe cts of the Transaction on  a continent -to-continent and continent -to-country 
basis as the case may be.  The Transaction gives rise to the following affected 
cargo flows: EEA  - North America (USA  & Canada), North America (USA  & 
Canada)  - EEA , Mexico  - EEA, UK  - North America (USA  & Canada), North 
America (USA  & Canada)  - UK, Mexico  - UK, UK - Mexico, EEA  - Caribbean, 
Caribbean  - EEA, EEA  - Cuba, Cuba  - EEA, EEA  - South Africa, South Africa  - 
EEA, EEA  - Nigeria, Nigeria  - EEA.  
4.2.4. Maintenance, repair and overhaul (“MRO”) services  
4.2.4.1. Relevant product market  
(165)  In prior decisions, the Commission  distinguished four separate segments within 
the MRO market  based on the part of the aircraft to be serviced and the level of 
service required , namely (i) line maintenance (minor c hecks carried out on 
aircraft and performed at the different airports), (ii) heavy maintenance  
(comprehensive inspection and overhaul of the aircraft, for which the aircraft is 
taken out of service) , (iii) engine maintenance, and (iv) components maintenanc e 
(inspection, repair and overhaul of specific aircraft components) .158 The 
Commission also considered but ultimately left the question open, whether a 
distinction between commercial and business aviation is appropriate.159 It 
moreover noted that line maintena nce and heavy maintenance can be further 
subdivided according to nature and frequency of the checks involved (A, B, C and 
D-checks).160 
                                                 
157  Cases M.8361 –  Qatar Airways/Alisarda/Meridiana , paragraph 39; M.6828 –  Delta Airlines/ Virgin 
Group / Virgin Atlantic Limited , paragraph 79; M.6447 – IAG/bmi , paragraph 94  ; M.5747 – 
Iberia/British Air ways , paragraph 42.  
158  Cases M.8425 – Safran/Zodiac Aerospace , paragraph 289; M.6447 – IAG/bmi , paragraph 105; M.6554 
– EADS/STA/Elbe Flugzeugwerke JV , paragraph 25; M.6410 – UTC/Goodrich , paragraph 174; M.5747 
– Iberia/British Airways , paragraph 48; M.337 4 – SR Technics/FLS Aerospace , paragraph 9; M.3280 – 
Air France/KLM , paragraph 39. 
159  Cases M.8425 – Safran/Zodiac Aerospace , paragraph 289.  
160  Cases M.8425 – Safran/Zodiac Aerospace , paragraph 289; M.6554 –  EADS/STA/Elbe Flugzeugwerke 
JV, paragraph 25; M.6410 – UTC/Goodrich , paragraph 174; M.3280 – Air France/KLM , paragraph 39. 
An A- check is performed approximately every 800 flight hours and requires around 200 -300 man -
hours to complete. Bchecks are performed approximately every 4 -6 months and are usually  performed 
within 3 days at an airport hangar. C -checks are performed approximately every 18 to 24 months or 
after a specific amount of actual Flight Hours as defined by the manufacturer. D -checks/structural 
checks are the most comprehensive and demanding checks, since the entire aircraft structure is taken 
apart for inspection and overhaul. Intermediate structural checks occur after 5 -6 years and heavy 
structural checks occur after 10 - 12 years. Such checks will usually demand around 15,000 to 20,000 
man-hours and around 1 month to complete at suitably equipped maintenance bases.  
 
33 (166)  The Parties submit that the precise scope of the product market definition for 
MRO can be left open as no serious doubts w ould arise under any plausible 
market definition. However, in line with the Commission’s decisional practice, 
they provided data for each MRO segment and notably for line maintenance 
services where the Parties’ activities overlap . 
(167)  In light of the above, the Commission concludes that t he precise scope of the 
product market definition for MRO  services can be left open since the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market under any plausible product market definit ion. 
4.2.4.2. Relevant geographic market  
(168)  In prior decisions, the Commission considered that the geographic scope of the 
market for heavy  maintenance services might  be at least EEA -wide, whereas line 
maintenance services could be  local  in scope  and even  limited to the airport 
where services are provided.161 Indeed, line maintenance services are usually 
carried out at the airport of origin or destination, or at the aircraft’s operational 
base.162 As regards to engine maintenance services and components maintenance 
servic es, the Commission has considered these services to be worldwide in 
scope.163 
(169)  The Parties submit that the precise scope of the geographic market definition for 
all MRO segments can be left open.  
(170)  For the assessment of the Transaction , the Commission conclude s that the precise 
geographic market definition for MRO services can be left open  since the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market under any plausible geographic market definition.  
4.2.4.3. Conclusion  
(171)  Given that t he Transaction does not raise serious doubts as to its compatibility 
with the internal market in respect of MRO services under any plausible market 
definition , the Commission concludes that the precise product and geographic 
market definitions can be left open.  
                                                 
161  Cases M.7545 –  IAG/Aer Lingus , paragraph 121; M.6554 –  EADS/STA/Elbe Flugzeugwerke JV , 
paragraph 26; M.6447 – IAG/bmi , paragraph 108; M.3374 – SR Technics/FLS Aerospace , 
paragra ph 12. 
162  Cases M.7545 –  IAG/Aer Lingus , paragraph 121; M.6554 –  EADS/STA/Elbe Flugzeugwerke JV , 
paragraph 26; M.3374 –  SR Technics/FLS Aerospace , paragraph 12; M.3280 – Air France/KLM , 
paragraph 40.  
163  Cases M.7545 –  IAG/Aer Lingus , paragraph 121;  M.6554 – EADS/STA/Elbe Flugzeugwerke JV , 
paragraph 26; M.6447 – IAG/bmi , paragraph 108.  
 
34 5. COMPETITIVE  ASSESSMENT  
5.1. Passenger air transport services under the O&D approach  
5.1.1. Analytical framework  
5.1.1.1. Alliances and profit- sharing joint ventures  
(172)  Air France and Delta were founding members of the SkyTeam alliance in 2001. 
Since 2004, shortly after the merger of Air France and KLM, KLM has also been 
a full member of the SkyTeam alliance.164 Consistent with the Commission’s 
practice, alliance partners are generally not considered as forming a single 
economic entity for the purpose of determining affected markets.165 
(173)  Delta, Air France -KLM and Alitalia are parties to a revenue- sharing joint venture 
(or “metal neutral joint venture”), covering routes between Europe166 and North 
America (the “TATL” Joint Venture”).167  
(174)  Delta and Virgin Atlantic are parties to a meta l neutral joint venture covering 
direct routes between the United Kingdom and North America (the “DL -VS Joint 
Venture”).168  
(175)  Delta, AFKL, Alitalia and Virgin Atlantic are also parties to a Coordination 
Agreement, covering routes between the United Kingdom and North America.169 
By final order issued on 23 September 2013, the American Department of 
Transportation granted antitrust immunity with respect to the activities 
contemplated under the DL -VS Joint Venture and the Coordination 
Agreement.170 
(176)  Metal neutral join t ventures involve extensive cooperation such as revenue-
sharing and joint management of schedules, pricing and capacity.171 
(177)  There are two other metal neutral joint ventures on t ransatlantic routes, namely 
(i) the oneworld Transatlantic Joint Business Agreem ent entered into by 
American Airlines, British Airways (BA) and Iberia (IB) and Finnair (AY) 
                                                 
164  Form CO, paragraph 11.  
165  See e.g. Case M.7541 – IAG/Aer Lingus , paragraph 145.  
166  For the purpose of this Decision, it is understood that routes to/from the United Kingd om are not 
covered by the TATL Joint Venture.  
167  Form CO, paragraph 402.  
168  Form CO, paragraph 403.  
169  Form CO, paragraphs 13 and 402.  
170  Form CO, paragraph 13.  
171  See e.g. Case M. 7541 – IAG/Aer Lingus , paragraph 146.  
 
35 (“oneworld”) and (ii) the Star Alliance A++ Joint Venture of United (UA), 
Lufthansa (LH) and Air Canada (AC) (“Star Alliance”).  
(178)  Consistent with the Commission’s a pproach, each of the metal neutral joint 
ventures are treated as a single entity for the purposes of assessing market shares 
on all relevant routes.172  
5.1.1.2. Methodology used to calculate market shares  
(179)  The Commission has previously used Marketing Information Data  Tapes 
(“MIDT”) data173 and PaxIS PLUS data174 as appropriate prox ies to estimate 
market shares for air transport of passengers.  
(180)  The Parties have first submitted data on market size and market shares for each 
relevant O&D on the basis of MIDT while recognisin g that MIDT has certain 
limitations: MIDT data is based on bookings made through the Global 
Distribution Systems (GDS) and does not capture the direct sales made direct by 
airline to their customers.175   
(181)  To take account of the increasing number of direct sa les, the Commission has 
asked the Parties in the pre-notification phase  to use a data source that captures 
direct sales by the Parties and their competitors.  
(182)  The Parties submitted that none of the Parties subscribes to PaxIS PLUS and 
proposed not to use P axIS PLUS since PaxIS PLUS [details about usability of 
PaxIS PLUS in the context of the case at hand] .176  
(183)  Instead of PaxIS Plus, the Parties proposed to use Direct Data Solutions (“DDS”) 
data, another database developed by IATA.177 The Parties explained that DDS 
includes actual bookings data from GDS and ACR data (US country of sale 
agency settlement data) as well as contributed data from the carriers subscribing 
to it. IATA would apply a n algorithm to estimate volumes for carriers that do not 
contribute data or do not allow for their contributed data to be published. 
According to the Parties, DDS is intended to capture all passenger bookings.178 
                                                 
172  See e.g. Cases M. 7541 – IAG/Aer  Lingus , paragraph 147, M.6828 –  Delta Air Lines/Virgin 
Group/Virgin Atlantic Limited , paragraph 87.  
173  See e.g. Cases M.6447 – IAG/bmi ; M.5889 –  United Airlines/Continental Airlines ; M.5747 – 
Iberia/British Airways .   
174  See e.g. Cases M.7333 – Alitalia/ Etihad , paragraphs 135 et seq .; M.7541 –  IAG/Aer Lingus, 
paragraphs 135 et seq . 
175  Form CO, paragraph 410 et seq . 
176  Form CO, paragraph 417.  
177  Form CO, paragraph 418.  
178  See email of Parties to EC case team of 29 November 2018.  
 
36 The Parties submitted data on market size and market shares for each relevant 
O&D on the basis of DDS for the last two IATA Seasons.179 
(184)  The Parties have also submitted their actual bookings data for the last two IATA 
Seasons and submit that the DDS data is often similar to the actual sales data in 
terms of number of bookings.180 
(185)  The Commission is of the view that DDS data are the best proxy to estimate the 
market shares and are appropriate for the assessment of the affected routes in this 
case.  
5.1.1.3. “Filters”  
(186)  Consistent with previous Commission practice,181 the Parties have applied the 
following filters to exclude likely unproblemat ic routes from the scope of its 
investigation (all criteria must have been met in the four  last completed IATA 
Seasons and for all passenger segments for a route to be excluded under the 
filters):182  
(a) For direct/indirect overlaps:  
(i) the Parties’ combined mark et share was below 25%; or  
(ii) one of the Parties had a market share below 2%;183 or 
(iii) short -haul routes where the total share of indirect operations in the 
relevant market was below 10%; or  
(iv)  at least one end of the city pair is outside the EU and the total 
annual traffic was below 30 000 passengers; or  
                                                 
179  Form CO, paragraph 420.  
180  Form CO, paragraph 423.  
181  See e.g. Cases M.7541 – IAG/Aer Lingus , paragraphs 151 et seq .; M.7333 – Alitalia/Etihad , 
paragraphs 171 et seq .; M.6828 –  Delta Air Lines/Virgin Group/Virgin Atlantic Limited , footnote 76; 
M.6607 – US Airways/American Airli nes, paragraph 32.  
182  The Parties have applied the filters to the MIDT data and filtered out around 700 routes. Considering 
that the Commission used MIDT data as an appropriate data source in several previous cases and 
considering the Parties submission that a comparison of the MIDT and the DDS shows that the DDS 
data is often similar to the MIDT data in terms of the Parties’ combined market shares and the market 
increment, the Commission has accepted the routes filtered out based on MIDT data.  
183  The Part ies have treated the parties to each of the TATL Joint venture and the DL -VS Joint Venture as 
a single entity: for the routes between the UK and North America, Delta and Virgin Atlantic were 
treated as a single entity and for routes between Europe (excludi ng the UK) and North America, Delta 
and AFKL were treated as a single entity. For the other O&Ds, each of AFKL, DL and VAL’s market 
share was analysed separately (see Form CO, paragraph 16 and footnote 18). Therefore, for the 
purpose of applying this filte r (“one of the Parties had a market share below 2%”), the market share of 
either each of the Parties, or of the TATL Joint Venture, or the DL -VS Joint Venture has been taken 
into account, depending on the route (see Annex B.06).  
 
37 (v)  the route was below the HHI thresholds of paragraph 20 of the 
Horizontal Merger Guidelines.184 
(b) For indirect/indirect overlaps:  
(i) the Parties’ combined market share was below 25%; or  
(ii) one of the Parties had a market share below 2%;185 or 
(iii) as regards short -haul routes where the total annual traffic was 
below 15 000 passengers or as regards long- haul routes where the 
total annual traffic was below 30 000 passengers; or  
(iv)  the route was below the HHI thresholds of paragraph 20 of the 
Horizontal Merger Guidelines.  
(187)  As a result of the above criteria, the Parties submitted that 32 routes 
(direct/indirect overlaps and indirect/indirect overlaps) would be affected by the 
Transaction.  
5.1.1.4. Closeness of competition  
(188)  The Transaction gives r ise to 19 affected horizontal direct/indirect overlaps. On 
eight  affected routes from the United Kingdom to North America, Virgin 
Atlantic/Delta operates a direct service, while AFKL operates an indirect service. 
These routes are: London- Seattle, Manchester -New York, London- Atlanta, 
London- Minneapolis, London- Detroit, Edinburgh -New York, London- Portland, 
Manchester -San Francisco. On seven  affected routes from Continental 
Europe/Ireland to North America, AFKL/Delta operates a direct service, while 
Virgin Atlantic operates an indirect service. These routes are: Amsterdam -Los 
Angeles, Amsterdam -Miami, Amsterdam -San Francisco, Paris- San Francisco, 
Paris -Boston, Nice -New York and Dublin- New York. On three  affected routes 
(London- Lagos, London- Shanghai, London- Havana), Virgin Atlantic operates a 
direct service, while AFKL operates an indirect service and on one affected route, 
Virgin Atlantic operates a direct service, while AFKL and Delta operate an 
indirect service (London -Montego Bay).  
(189)  The Commission will first  assess the closeness of competition in general between 
the Parties on the 19 horizontal direct/indirect overlap routes, before assessing the 
effects of the Transaction on these routes.  
(190)  For the reasons explain ed below, the affected direct/indirect overlap  routes will 
not give rise to competition concerns. If direct and indirect flights were to be 
                                                 
184  Guidelines on the asses sment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C31, 5.2.2004, p.5.  
185  The Parties have treated the parties to each of the TATL Joint venture and the DL -VS Joint Venture as 
a single entity : for the routes between the UK and North America, Delta and Virgin Atlantic were 
treated as a single entity and for routes between Europe (excluding the UK) and North America, Delta 
and AFKL were treated as a single entity. For the other O&Ds, the Parties ’ market share was analysed 
separately, see Form CO, paragraph 16 and footnote 18.  
 
38 considered as two separate markets, there would be no affected overlap routes as 
a result of the Transaction. Therefore,  it is not necessary to reach a conclusion  on 
whether direct and indirect passenger air transport services constitute part of the 
same market , as it would not change the conclusion of the competitive assessment 
as already stated in section  4.2.1.2 above.  
(191)  The Commission has in previous airline cases analysed the closeness of 
competition between the parties to the concentration.186 The concept of 
“closeness of competition” may play an important role in better understanding the 
competitive constraint exerted by different competitors on each other in 
differentiated markets such as airline markets.187 It is therefore relevant to assess 
whether a) Virgin Atlantic/Delta’s direct service and AFKL’s indirect service  on 
the routes from the United Kingdom to North America , b) AFKL/Delta’s direct 
service and Virgi n Atlantic’s indirect service on the routes from Continental 
Europe/Ireland to North America and c) Virgin Atlantic’s direct services and 
AFKL’s and Delta’s indirect services on the routes from London to certain rest of 
the world -destinations would be cons idered as close substitutes.  
(192)  As explained above, t he market investigation gave mixed results concerning the 
question if of whether passengers consider direct flights as an alternative to 
indirect flights: w hile the majority of competit ors (airlines)  consi dered this to be 
the case, the views of the responding customers (travel agencies and corporate 
customers) were mixed.188 
(193)  The majority of customers (travel agencies and corporate customers) stated that 
they sell tickets to both direct and indirect flights to  their customers and that they 
buy tickets for both direct and indirect flights on the affected direct/indirect 
overlap routes.189 However, around 1/3 of the corporate customers responding to 
the market investigation explained that they generally only buy ti ckets to direct 
flights.190 When asked which criteria would make customers choose an indirect 
flight over a  direct flight, respondents to the Commission’s market investigation 
identified most frequently the price difference, followed by the schedule of the 
respective flight and the total travel duration.191   
(194)  The majority of respondents to the market investigation (competitors, travel 
agents, corporate customers) indicated that  none of the Parties are each other’s 
                                                 
186  See e.g. Cases M.7541 -  IAG/Aer Lingus , paragraphs155 et seq .; M.6828 -  Delta Air Lines/Virgin 
Group/Virgin Atlantic Limited , paragraphs 168 et seq . 
187  See paragraphs 28 -30 of the Horizontal Merger Guidelines.  
188  Replies to eQ1 – Questionnaire 1 to competitors, question 9; eQ2 –  Questionnaire to corporate 
customers and travel agencies, question 4.  
189  Replies to eQ2 – Questionnaire 2 to corporate customers and travel agencies, question 5 and 6.  
190  Replies to eQ2 – Questionnaire 2 to corporate customers and travel agencies, question 6.  
191  Replies to eQ1 – Questionnaire 1 to competitors, question 3; eQ2 –  Questionnaire 2 to corporate 
customers and travel agencies, question 7.   
 
39 closest competitor on  any of  the 19 affected di rect/indirect overlap routes.192 In 
the majority of cases, British Airways, American Airlines, United Airlines or 
Lufthansa  was identified as either Virgin Atlantic’s, AFKL’s or Delta’s closest 
competitor.  
(195)  In the light of the above, the Commission considers  that none of the Parties are 
each other’s close competitor on the 19 direct/indirect overlap routes.  
5.1.1.5. Significant c ompetitive pressure from other airlines   
(196)  The market investigation in previous cases has shown that indirect routes are 
often modified from one IATA Season to the next and that price increases or 
reductions of capacity could be countered by competitors who could start 
operating on these routes more easily than on direct/direct overlap routes which 
require the deployment of aircraft dedicated t o the O&D route.193 Therefore, in 
general, any attempt by the Parties to raise prices on routes , where the overlap is 
between direct/indirect services,  would likely be short -lived and ineffective. This 
was also confirmed by the market investigation. The majority of respondents 
having expressed a view consider that there will be sufficient competition to 
prevent the Parties from raising prices on all affected direct/indirect overlap 
routes. The Commission thus considers that other carriers like the members of the 
Star Alliance or oneworld would exert significant competitive pressure on the 
Parties post -Transaction on the affected direct/indirect overlap routes.  
5.1.1.6. De minimis  increment  
(197)  In previous cases, the Commission has considered increments up to 5% as low 
increments on direct/indirect overlap routes .194 In line with its prior decisional 
practice, the Commission considers that, also taking into account that other 
airlines would exert competitive pressure on the Parties post -Transaction, an 
increment of up to 5% on  an affected direct/indirect overlap is de minimis .  
5.1.2. Direct/Indirect affected markets between the United Kingdom and North America  
(198)  As explained in paragraph (178)  above , the Commission treats each of the metal 
neutral joint ventures as a single entity for the purpose of assessing the market 
shares on all relevant routes. Consistent with the approach, Delta and Virgin 
Atlantic are treated as a single entity on every route between the United Kingdom 
and North America. 
5.1.2.1. London – Seattle  
(199)  In Summer  2017 IATA Season, [100.000- 200.000]  passengers travelled between 
London Heathrow and Seattle airports  and [100.000- 200.000] passengers flew 
                                                 
192  Replies to eQ1 –  Questionnaire 1 for Competitors, question 17; eQ2 – Questionnaire 2 to corporate 
customers and travel agencies, question 11.  
193  See case M.7333 – Alitalia/Etihad , para graph  279. 
194  See e.g. case M.7541 – IAG/Aer Lingus , para graphs  412 et seq . 
 
40 between London Heathrow, Gatwick and City and Seattle airports .195 In Winter 
2017/2018 IAT A Season, [60.000- 80.000]  passengers travelled between London 
Heathrow and Seattle  and [80.000 -100.000]  passengers flew between London 
Heathrow, Gatwick and City and Seattle  airports .196  
(200)  In Summer  2017 and Winter 2017/2018 IATA Seasons, Virgin Atlantic/Delt a 
operated direct services on the LHR -SEA  airport pair, while AFKL offered only 
indirect services on this airport pair via Paris -Charles de Gaulle or Amsterdam 
airports.   
(201)  As explained in section 4.2.1.4 above , the Commission will assess the effect of 
the Transaction on the following airport pairs: LHR -SEA and LHR/LGW/LCY-
SEA .  
(202)  The table below provides the market shares of the Parties on the LHR -SEA  
airport pair.  
Table 1 - Market shares of the Parties on LHR -SEA  
 Summer 2017 IATA Se ason  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined 
TS [0-5]% [10-20]% [10-20]% [30-40]% [0-5]% [10-20]% [20-30]% [30-40]% 
NTS  [0-5]% [10-20]% [30-40]% [50-60]% [0-5]% [10-20]% [30-40]% [50-60]% 
All passengers  [0-5]% [10-20]% [20-30]% [40-50]% [0-5]% [10-20]% [30-40]% [50-60]% 
Source: Form CO, paragraph 460. 
(203)  The increment brought about by the Transaction is de minimis  in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Transaction would be [0 -5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season. With regard to NTS passengers, the 
increment attributable to the Transaction would be [0 -5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season.197  
(204)  The table below provides the market shares of the Parties on the 
LHR/LGW/LCY- SEA  airport pair.  
                                                 
195  Seattle -Tacoma Airport (SEA).   
196  Form CO, paragraphs 449 and 460.  
197 The Commission has applied the filters described in section 5.1.1.3 above on the basis of the MIDT 
data that were provided for the four last IATA Seasons rather than DDS data  available only for the 
past two IATA Seasons. Therefore, the London –  Seattle route is considered as “affected” although it 
might have been considered as “unproblematic”, should AFKL’s market shares have been below 2% in 
the past four IATA Seasons.   
 
41 Table 2 - Market shares of the Parties on LHR/LGW/LCY -SEA  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [0-5]% [10-20]% [10-20]% [30-40]% [0-5]% [10-20]% [20-30]% [30-40]% 
NTS  [0-5]% [10-20]% [20-30]% [40-50]% [0-5]% [10-20]% [20-30]% [30-40]% 
All 
passengers  [0-5]% [10-20]% [20-30]% [40-50]% [0-5]% [10-20]% [20-30]% [30-40]% 
Source: Form CO , paragraph 449. 
(205)  The increment brought about by the Transaction is de minimis  in both IATA 
Seasons and under any plausible market definition. With regard to TS passengers, 
the increment attributable to the Transaction would be [0 -5]% in Summer IATA 
Season and [0-5]% in Winter IATA Season. With regard to NTS passengers, the 
increment attributable to the Transaction would be [0 -5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season.  
(206)  In addition, the Parties will remain constrained by the competition of t he year-
round direct service of oneworld as well as the daily all- year round indirect 
service operated by oneworld, Star Alliance and Icelandair  on LHR -SEA .198 In 
addition, Norwegian operated a direct service on the LGW -SEA  airport pair  in 
Summer 2017 IATA S eason .199  
(207)  Finally, the  majority of respondents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to prevent 
the Parties’ from raising prices on the route post- Transaction.200  
(208)  In light of the above and of all available evidence, the Commission considers that 
the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the London – Seattle route under any plausible 
market definition.  
5.1.2.2. Manchester – New York  
(209)  In Summer  2017 IATA Season, [200.000- 300.000]  passengers travelled between 
Manchester and John F. Kennedy airports and [20.000- 40.000]  passengers flew 
between Manchester and Newark  airports .201 In Winter 2017/2018 IATA Season, 
[100.000- 200.000] passengers travelled  between Manchester and 
John F.  Kennedy airports while [40.000- 60.000]  passengers travelled between 
Manchester and Newark airports.202  
                                                 
198  Form CO, paragraph 441.  
199  Form CO, paragraph  442.  
200  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
201  Manchester Airport (MAN).  
202  Form CO, paragraphs 480 an d 486.  
 
42 (210)  In Summer  2017 and Winter 2017/2018 IATA Seasons, Virgin Atlantic/Delta 
operated direct services on the MAN -JFK airport pair, while AFKL offered only 
indirect services on this airport pair via Paris -Charles de Gaulle or Amsterdam 
airports.   
(211)  As explained in section 4.2.1.4 above, the Commission will assess the effect of 
the Transaction on the following air port pairs: MAN -JFK/EWR and 
MAN- JFK.203 
(212)  The table  below provides the market shares of the Parties on the MAN -JFK/EWR 
airport pair.  
Table 3 - Market shares of the Parties on MAN -JFK/EWR204 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Sea son 
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [0-5]% [10-20]% [30-40]% [50-60]% [0-5]% [5-10]% [30-40]% [40-50]% 
NTS  [0-5]% [5-10]% [20-30]% [20-30]% [0-5]% [0-5]% [10-20]% [20-30]% 
All passengers  [0-5]% [5-10]% [20-30]% [20-30]% [0-5]% [0-5]% [10-20]% [20-30]% 
Source: Form CO, paragraph 480 . 
(213)  The increment brought about by the Transaction is de minimis  in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Transaction would be [ 0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season. With regard to NTS passengers, the 
increment attributable to the Transaction would be [0 -5]% in Summer 2017 IATA 
Season and [0 -5]% in Winter 2017/2018 IATA Season.  
(214)  The table  below provides the market shares of the Parties on the MAN -JFK 
airport pair.  
                                                 
203  The Parties note that they have a small number of indirect bookings on the MAN -EWR airport pair in 
both Summer 2017 and Winter 2017/2018 IATA Seasons (Form CO, footnote 26). The effect of the 
Transaction on the MAN -EWR airport (indirect/indirect overlap) pair will not be further assessed as 
the Transaction is unlikely to give rise to competition concerns given that the Parties’ combined 
market shares will be below [5-10]% under any plausible market definition (Form CO, paragraph 488).   
204  Market shares excluding seats sold by Thomas Cook/Condor do not significantly differ (Form CO, 
paragraph 480).  
 
43 Table 4 - Market shares of the Parties on MAN -JFK205 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [0-5]% [10-20]% [40-50]% [50-60]% [0-5]% [10-20]% [40-50]% [50-60]% 
NTS  [0-5]% [5-10]% [20-30]% [30-40]% [0-5]% [5-10]% [20-30]% [30-40% 
All passengers  [0-5]% [5-10]% [20-30]% [30-40]% [0-5]% [5-10]% [20-30]% [30-40]% 
Source: Form CO, paragraph 486 . 
(215)  The increment brought about by the Transaction is de minimis  in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Transaction would be [0 -5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season. With rega rd to NTS passengers, the 
increment attributable to the Transaction would be [0 -5]% in Summer 2017 IATA 
Season and [0 -5]% in Winter 2017/2018 IATA Season.  
(216)  In addition, the Parties will remain constrained by the competition of the daily all -
year round dire ct service operated by Star Alliance  on the MAN- EWR  airport 
pair.206 With respect to indirect flights, oneworld and Star Alliance, Aer Lingus 
and Icelandair operate on the MAN -JFK and MAN -EWR airport pairs all- year 
round.207  
(217)  Thomas Cook/Condor also provides t hree to four weekly direct services all -year 
round on the MAN -JFK airport pair.208 The Parties consider that Thomas 
Cook/Condor exert a meaningful competitive constraint on the Parties post -
Transaction, particularly in the non -time-sensitive segment of the m arket.209 
(218)  Irrespective of whether seats sold by Thomas Cook/Condor are included or not, in 
both IATA Seasons, under any plausible market definition, the increment brought 
about by the Transaction is de minimis . Finally, the  majority of respondents to the 
market investigation having expressed a view considers that there will be 
sufficient competition on the route to prevent the Parties’ from raising prices on 
the route post -Transaction.210  
(219)  In light of the above and of all evidence  available to it, the Commissio n considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
                                                 
205  Market shares excluding seats sold by Thomas Cook/Condor  do not significantly differ (Form CO, 
paragraph 486).  
206  Form CO, paragraph 479.  
207  Form CO , paragraphs 472 -473.  
208  Form CO, paragraph 471.  
209  Form CO, paragraph 477.  
210  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; eQ2  – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
 
44 internal market with respect to the Manchester – New York route under any 
plausible market definition.  
5.1.2.3. London – Atlanta  
(220)  In Summer  2017 IATA Season, [100.000- 200.000]  passengers travelled between 
London Heathrow  and Atlanta  airports211 and [100.000- 200.000]  passengers flew 
between London Heathrow, Gatwick and City and Atlanta  airports . In Winter 
2017/2018 IATA Season, [80.000- 100.000]  passengers travelled between L ondon 
Heathrow  and Atlanta airports and [80.000- 100.000]  passengers flew between 
London Heathrow, Gatwick and City and Atlanta  airports .212  
(221)  In Summer  2017 and Winter 2017/2018 IATA Seasons, Virgin Atlantic/Delta 
operated direct services as well as indirect services on the LHR -ATL airport pair, 
while AFKL offered only indirect services on this airport pair as well as the 
LGW -ATL airport pair via Paris- Charles de Gaulle or Amsterdam airports.   
(222)  As explained in section 4.2.1.4 above, the Commission will assess the effect of 
the Transaction on the following airport pairs: LHR- ATL and LHR/LGW/LCY-
ATL.  
(223)  The table  below provides the market shares of the Parties on the LHR- ATL  
airport pair.  
Table 5 - Market shares of the Parties on LHR -ATL  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [0-5]% [40-50]% [20-30]% [60-70]% [0-5]% [40-50]% [10-20]% [50-60]% 
NTS  [0-5]% [40-50]% [20-30]% [60-70]% [0-5]% [40-50]% [20-30]% [70-80]% 
All 
passengers  [0-5]% [40-50]% [20-30]% [60-70]% [0-5]% [40-50]% [10-20]% [60-70]% 
Source: Form CO, paragraph 509. 
(224)  The increment  brought about by the Transaction is de minimi s in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Transaction would be [0 -5]% in Summer 2017 
IATA Season and [0 -5]% in Winter 2017/2018 IATA Season. With regard to 
NTS passengers, the increment attributable to the Transaction would be [0 -5]% in 
Summer 2017 IATA Season and [0 -5]% in Winter 2017/2018 IATA Season.  
(225)  The table below provides the market shares of the Parties on the 
LHR/LGW/LCY- ATL  airport pair.  
                                                 
211  Hartsfield -Jackson Atlanta Ai rport (ATL).  
212  Form CO, paragraphs 503 and 509.  
 
45 Table 6 - Market shares of the Parties on LHR/LGW/LCY -ATL  
 Summer 2017 IATA Season  Winter 2017/2 018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [0-5]% [40-50]% [20-30]% [60-70]% [0-5]% [40-50]% [10-20]% [60-70]% 
NTS  [0-5]% [30-40]% [20-30]% [60-70]% [0-5]% [40-50]% [20-30]% [70-80]% 
All 
passengers  [0-5]% [30-40]% [20-30]% [60-70]% [0-5]% [40-50]% [10-20]% [60-70]% 
Source: Form CO, paragraph 503. 
(226)  The increment brought about by the Transaction is de minimis  in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Tra nsaction was [0 -5]% in Summer 2017 IATA 
Season and [0 -5]% in Winter 2017/2018 IATA Season. With regard to NTS 
passengers, the increment attributable to the Transaction was [0-5]% in Summer 
2017 IATA Season and [0 -5]% in Winter 2017/2018 IATA Season.  
(227)  In addition, the Parties will remain constrained by the competition of the daily all -
year round direct service operated by oneworld  on the LHR- ATL  airport pair .213 
In addition, oneworld operates an indirect service on the LHR- ATL  airport 
pair.214  
(228)  Finally, the  majo rity of respondents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to prevent 
the Parties’ from raising prices on the route post- Transaction.215  
(229)  In light of the above and of all evidence  available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the London – Atlanta  route under any plausible 
market definition.  
5.1.2.4. London – Minneapolis  
(230)  In Summer 2017 IATA Season, [60.000- 80.000] passengers travelled between 
London Heathrow and Minneapolis  airports  and [60.000- 80.000] passengers flew 
between London Heathrow, Gatwick and City and Minneapolis  airports .216 In 
Winter 2017/2018 IATA Season, [20.000- 40.000]  passengers travelled between 
London Heathrow and Minneapolis  airports and [20.000- 40.000] passengers flew 
between London Heathrow, Gatwick and City and Minneapolis  airports .217  
                                                 
213  Form CO, paragraph 496.  
214  Form CO, paragraph  497.  
215  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
216  Minneapolis -Saint Paul Airport (MSP).  
217  Form CO, paragraphs 528 and 534.  
 
46 (231)  In Summer  2017 and Winter 2017/2018 IATA Seasons, Virgin Atlantic/Delta 
operat ed direct services as well as indirect services on the LHR -MSP airport pair, 
while AFKL offered only indirect services on this airport pair via Paris -Charles 
de Gaulle or Amsterdam airports.   
(232)  As explained in section 4.2.1.4 above, the Commission will assess the effect of 
the Transaction on the following airport pairs: LHR -MSP and LHR/LGW/LCY-
MSP.  
(233)  The table below provides the market shares of the Parties on the LHR -MSP 
airport pair.  
Table 7 - Market shares of the Parties on LHR -MSP218 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [0-5]% [70-80]% [5-10]% [80-90]% [0-5]% [70-80]% [5-10]% [80-90]% 
NTS  [5-10]% [50-60]% [10-20]% [70-80]% [5-10]% [50-60]% [10-20]% [80-90]% 
All 
passenge rs [5-10]% [50-60]% [10-20]% [70-80]% [5-10]% [60-70]% [10-20]% [80-90]% 
Source: Form CO, paragraph 534. 
(234)  The table below provides the market shares of the Parties on the 
LHR/LGW/LCY- MSP airport pair.  
Table 8 - Market shares of the Parties on LHR/LGW/LCY -MSP219 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [0-5]% [70-80]% [5-10]% [70-80]% [0-5]% [70-80]% [5-10]% [80-90]% 
NTS  [5-10]% [40-50]% [10-20]% [60-70]% [5-10]% [50-60]% [10-20]% [70-80]% 
All 
passengers  [5-10]% [50-60]% [10-20]% [70-80]% [5-10]% [60-70]% [10-20]% [70-80]% 
Source: Form CO, paragraph 5 28. 
(235)  In both IATA Seasons and on both airport pairs, the increment brought about by 
the Transaction is rath er limited and does not exceed [5 -10]%.220 In the TS 
segment the increment is de minimis  (below [0 -5]%).  
                                                 
218  Market shares excluding seats sold by Thomas Cook/Condor  do not significantly differ (Form CO, 
paragraph 534), in particular, the analysis is valid irrespective of whether these  seats are included or 
not. 
219  Market shares excluding seats sold by Thomas Cook/Condor  do not significantly differ (Form CO, 
paragraph 528), in particular, the analysis is valid irrespective of whether these  seats are included or 
not. 
 
47 (236)  On both airport pairs, the Parties will remain constrained by the competition of 
other carriers. In particular, Star Alliance, oneworld and Icelandair provide a  
year-round indirect service on the LHR -MSP airport pair ; in addition, Icelandair 
provides a  year -round indirect service on the LGW -MSP  airport pair.  
(237)  The market shares of the Parties’  competitors are as follows:  
Table 9 - Market shares of compe titors on LHR -MSP  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 
 oneworld Star Alliance  Icelandair  oneworld  Star Alliance  Icelandair  
TS [10-20]% [0-5]% [0-5]% [10-20]% [0-5]% [0-5]% 
NTS  [5-10]% [5-10]% [10-20]% [5-10]% [5-10]% [5-10]% 
All p assengers  [10-20]% [5-10]% [5-10]% [5-10]% [5-10]% [0-5]% 
Source: Form CO, paragraph 534.  
Table 10 - Market shares of competitors on LHR/LGW/LCY -MSP  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 
 oneworld  Star Alliance  Icelandair  oneworld  Star Alliance  Icelandair  
TS [10-20]% [0-5]% [5-10]% [10-20]% [0-5]% [0-5]% 
NTS  [5-10]% [5-10]% [10-20]% [5-10]% [5-10]% [5-10]% 
All passengers  [5-10]% [5-10]% [10-20]% [5-10]% [5-10]% [5-10]% 
Source: Form CO, paragraph 528.  
(238)  The incr ement brought about by the Transaction is lower than the market shares 
of the Parties’ biggest competitor post- Transaction (with the exception of the 
NTS market segmentation in Winter 2017/2018 IATA Season on both airport 
pairs, on which the increment is a round 1 percentage point higher than the market 
share of the biggest competitor) .   
(239)  As already stated above (Section 5.1.1.5), the Commission considers that other 
carriers like the members of the Star Alliance or o neworld exert significant 
competitive pressure on the Parties post -Transaction on the affected 
direct/indirect overlap routes.  Besides, the Parties submit that  the market shares 
of Virgin might be overstated as, over the last two seasons, between 40% and 
50% of passengers were connecting at Minneapolis to or from other 
destinations.221  
                                                                                                                                                 
220  When ex cluding Thom as Cook/Condor’s  seats, AFKL’s market shares are slightly higher but below 
[5-10]% in any market definition.  
221  Form CO, paragraph 521.  
 
48 (240)  Finally, the majority of respondents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to prevent 
the Parti es’ from raising prices on the route post -Transaction.   
(241)  In light of the above and of all evidence available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to  the London -  Minneapolis  route under any 
plausible market definition.  
5.1.2.5. London – Detroit  
(242)  In Summer 2017 IATA Season, [40.000- 60.000]  passengers travelled between 
London Heathrow  and Detroit airports222; [40.000- 60.000]  passengers travelled 
between London Heat hrow, Gatwick and City and Detroit airports . In Winter 
2017/2018 IATA Season, [20.000- 40.000]  passengers travelled between London 
Heathrow and Detroit airports; [20.000- 40.000] travelled between London 
Heathrow, Gatwick  and City  and Detroit  airports .223  
(243)  In both Summer 2017 and Winter 2017/2018 IATA Seasons, Virgin 
Atlantic/Delta operated direct services on the LHR -DTW airport pair, as well as 
indirect  services on this airport pair. AFKL serves LHR -DTW on an indirect 
basis, via Amsterdam or Paris Charles- de-Gaulle airports.224  
(244)  Given that the Parties’ market shares are similar on both LHR -DTW and 
LHR/LGW/LCY airports pairs,225 the Commission will assess the effect of the 
Transaction on the LHR/LGW/LCY -DTW airport pair.  
(245)  As explained in section 4.2.1.4 above, The C ommission will assess the effects of 
the Transaction on the following airport pairs: LHR -DTW and LHR/LGW/LCY-
DTW.  
(246)  The table  below provides the market shares of the Parties on the LHR/  
LGW/LCY -DTW  airport pair.  
                                                 
222  Detroit Metropolitan Wayne County Airport (DTW).  
223  Form CO, paragraphs 552 and 557 and Form CO, Annex B.04, DDS Da ta. 
224  For the sake of completeness, the Parties note that they do not overlap on LGW -DTW and that they 
have a small number of indirect bookings on the LCY -DTW, the latter being a thin route with less than 
30 000 passengers per year (Form CO, paragraph 559).  
225  Form CO, paragraphs 552 and 557. The difference is negligible as the market shares on LHR -DTW 
are 0.1% higher than on LHR/LGW/LCY -DTW.  
 
49 Table 11 - Market sh ares of the Parties on LHR/LCY/LGW -DTW  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [0-5]% [70-80]% [5-10]% [80-90]% [0-5]% [70-80]% [5-10]% [80-90]% 
NTS  [5-10]% [60-70]% [10-20]% [80-90]% [5-10]% [60-70]% [10-20]% [80-90]% 
All 
passengers  [5-10]% [60-70]% [10-20]% [80-90]% [5-10]% [60-70]% [10-20]% [80-90]% 
Source: Form CO, paragraph 552 . 
(247)  In both IATA Seasons and on both airport pairs, the  increment brought about by 
the Transaction is limited and doe s not exceed [5-10]%. In the TS segment the 
increment is de minimis  (below [0 -5]%).  
(248)  On both airport pairs, the Parties will remain constrained by the competition of 
other carriers ’ services. In particular, oneworld and Star Alliance  also provide a  
year-round indirect service on the LHR -DTW airport pair.226  
(249)  The market shares of the Parties’ competitors are as follows:  
Table 12 - Market shares of competitors on LHR/LGW/LCY -DTW  
 
Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 Star Alliance  oneworld Star Alliance  oneworld  
TS [0-5]% [5-10]% [0-5]% [5-10]% 
NTS  [5-10]% [5-10]% [5-10]% [5-10]% 
All 
passengers  [5-10]% [5-10]% [5-10]% [5-10]% 
Source: Form CO, paragraph 552.  
(250)  It is noteworthy that the increment attributable to the Tra nsaction (overall and in 
respect of the TS and NTS segments) is lower than the market shares of the 
Parties’ biggest competitor post- Transaction  in both Summer 2017 and Winter 
2017/2018 IATA Seasons.   
(251)  As already stated above (Section 5.1.1.5),  the Commission considers that other 
carriers like the members of the Star Alliance or oneworld exert significant 
competitive pressure on the Parties post -Transaction on the affected 
direct/indirect overlap routes.   
                                                 
226  Form CO, paragraph 546.  
 
50 (252)  Besides, the Parties submit that the market share attributable to Virgin 
Atlantic/Delta is likely to overstate its position on that route as more than 60% of 
passengers on the London – Detroit route are connecting to another service.227 
(253)  Finally, the  majority of respo ndents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to prevent 
the Parties’ from raising prices on the route post- Transaction.228  
(254)  In light of the above and of all available evidence ava ilable to it, the Commission 
considers that the Transaction does not raise serious doubts as to its compatibility 
with the internal market with respect to the London -  Detroit route under any 
plausible market definition . 
5.1.2.6. Edinburgh –  New York  
(255)  In Summer  2017 IATA Season, [60.000- 80.000]  passengers travelled between 
Edinburgh and John F. Kennedy airports229 and [40.000- 60.000]  passengers flew 
between Edinburgh and Newark  airports . In Winter 2017/2018 IATA Season, 
[20.000- 40.000]  passengers travelled between Edin burgh and John F. Kennedy 
airports while [20.000- 40.000]  passengers travelled between Edinburgh and 
Newark airports.230  
(256)  In Summer  2017 and Winter 2017/2018 IATA Seasons, Virgin Atlantic/Delta 
operated both direct and indirect services on the EDI -JFK airport pair, while 
AFKL offere d only indirect services on the EDI -JFK airport pair via Paris -
Charles de Gaulle or Amsterdam airports.231 
(257)  As explained in s ection 4.2.1.4 above , the Commission will assess the effect of 
the Transaction on the following airport pairs: EDI -JFK/EWR and EDI -JFK.232 
(258)  The table  below provides the market shares of the Parties on the EDI -JFK/EWR 
airport pair.  
                                                 
227  Form CO, paragraph 545.  
228  Replies to eQ1 –  Questionnaire 1 for Competitors, questi on 26; eQ2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
229  Edinburgh airport (EDI).  
230  Form CO, paragraphs 577 and 583.  
231  Form CO, paragraph s 568 et seq.   
232  The effects of the Transaction on the EDI -EWR airport pair (indir ect/indirect overlap) will not be 
further assessed as the Transaction is unlikely to give rise to competition concerns given that the 
Parties’ combined market shares will be below [0-5]% under any plausible market definition.   
 
51 Table 13 - Market shares of the Parties on EDI-JFK/EWR233 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [0-5]% [10-20]% [0-5]% [10-20]% [0-5]% [10-20]% [5-10]% [10-20]% 
NTS  [0-5]% [10-20]% [5-10]% [20-30]% [0-5]% [10-20]% [10-20]% [20-30]% 
All 
passengers  [0-5]% [10-20]% [5-10]% [20-30]% [0-5]% [10-20]% [10-20]% [20-30]% 
Source: Form CO, paragraph 577. 
(259)  The increment brought about by the Transaction is de minimis . With regard to TS 
passengers, the increment attributable to the Transaction w ould be  [0-5]% in 
Summer IATA Season and [0 -5]% in Winter IATA Season. With regard to NTS 
passengers, the increment attributable to the Transaction would be  [0-5]% in 
Summer IATA Season and [0 -5]% in Winter IATA Season.  
(260)  The table  below provides the market  shares of the Parties on the EDI -JFK airport 
pair. 
Table 14 - Market shares of the Parties on EDI -JFK234 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [0-5]% [20-30]% [0-5]% [30-40]% [0-5]% [20-30]% [5-10]% [30-40]% 
NTS  [0-5]% [20-30]% [10-20]% [40-50]% [0-5]% [20-30]% [30-40]% [50-60]% 
All 
passengers  [0-5]% [20-30]% [10-20]% [40-50]% [0-5]% [20-30]% [20-30]% [50-60]% 
Source: Form CO, paragraph 583. 
(261)  The increment brought about by the Transaction is de minimis . With regard to TS 
passengers, the increment attributable to the Transaction would be  [0-5]% in 
Summer IATA Season and [0 -5]% in Winter 2017/2018 IATA Season. With 
regard to NTS passengers, the increment attributable to the Transaction would be 
[0-5]% in Summer IATA Season and [0 -5]% in Winter IATA S eason.  
(262)  While oneworld operated a direct service on the EDI-JFK airport pair in the 
Summer 2018 IATA Season, it ceased operating this route and will operate the 
EDI-PHL airport pair instead. However, the Parties will remain constrained by 
the direct servic e of Star Alliance on EDI -EWR as well as the indirect services of 
                                                 
233  Market shares excluding s eats sold by Thomas Cook/Condor  do not significantly differ (Form CO, 
paragraph 577), in particular, the analysis is valid irrespective of whether these  seats are included or 
not. 
234  Market shares excluding seats sold by Thomas Cook/Condor  do not significa ntly differ (Form CO, 
paragraph 583), in particular, the analysis is valid irrespective of whether these  seats are included or 
not. 
 
52 oneworld, Star Alliance and Aer Lingus on the EDI-JFK and EDI -EWR  airport 
pairs .235   
(263)  Finally, the  majority of respondents to the market investigation having expressed 
a view considers that th ere will be sufficient competition on the route to prevent 
the Parties’ from raising prices on the route post- Transaction.236  
(264)  In light of the above and of all evidence  available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the Edinburgh – New York route under any 
plausible market definition.  
5.1.2.7. London – Portland  
(265)  In Summer  2017 IATA Season, [40.000- 60.000]  passengers travelled between 
London Heathrow and Portl and airports237 and [40.000- 60.000] passengers flew 
between London Heathrow, Gatwick and City and Portland airports . In Winter 
2017/2018 IATA Season, [0-20.000]  passengers travelled between London 
Heathrow and Portland and [0 -20.000] passengers flew between London 
Heathrow, Gatwick and City and Portland.238  
(266)  In Summer  2017 IATA Season, Virgin Atlantic/Delta operated direct services as 
well as indirect services on the LHR -PDX airport pair, while Virgin 
Atlantic/Delta operated only indirect services on the LHR- PDX airport pair in 
Winter 2017/2018 IATA Season. AFKL offered only indirect services on this 
airport pair via Paris -Charles de Gaulle or Amsterdam airports.   
(267)  As explained in s ection 4.2.1.4 above , the Commission will assess the effect of 
the Transaction on the following airport pairs: LHR -PDX and LHR/LGW/LCY-
PDX.  
(268)  The table below provides the market shares of the Parties on the LHR -PDX 
airport pair.  
                                                 
235  Form CO, paragraph s 568 et seq . 
236  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 t o corporate 
customers and travel agencies, question 13.  
237  Portland International Airport (PDX).  
238  Form CO, paragraphs 503 and 509.  
 
53 Table 15 - Market shares of the Parties on LHR -PDX239 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [0-5]% [50-60]% [10-20]% [60-70]% [0-5]% [30-40]% [10-20]% [40-50]% 
NTS  [0-5]% [40-50]% [10-20]% [60-70]% [0-5]% [10-20]% [10-20]% [40-50]% 
All 
passengers  [0-5]% [40-50]% [10-20]% [60-70]% [0-5]% [20-30]% [10-20]% [40-50]% 
Source: Form CO, paragraph 614. 
(269)  The increment brought about by the Transaction is de minimis . With regard to TS 
passengers, the increment attributable to the Transaction would be  [0-5]% in 
Summer IATA Season and [0 -5]% in Winter IATA Season. With regard to NTS 
passengers, the increment attributable to the Transaction would be  [0-5]% in 
Summer IATA Season and [0 -5]% in Winter IATA Season.  
(270)  The table  below provides the market shares of the Parties on the 
LHR/LGW/LCY- PDX  airport pair.  
Table 16 - Market shares o f the Parties on LHR/LGW/LCY -PDX240 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [0-5]% [50-60]% [10-20]% [60-70]% [0-5]% [30-40]% [10-20]% [40-50]% 
NTS  [0-5]% [30-40]% [10-20]% [50-60]% [0-5]% [10-20]% [10-20]% [30-40]% 
All 
passengers  [0-5]% [30-40]% [10-20]% [50-60]% [0-5]% [20-30]% [10-20]% [40-50]% 
Source: Form CO, paragraph 608. 
(271)  The increment brought about by the Transaction is de mini mis. With regard to TS 
passengers, the increment attributable to the Transaction would be  [0-5]% in 
Summer IATA Season and [0 -5]% in Winter IATA Season. With regard to NTS 
passengers, the increment attributable to the Transaction w ould be  [0-5]% in 
Summer IATA Season and [0 -5]% in Winter IATA Season.  
(272)  In addition, the Parties will remain constrained by the competition of other 
airlines operating an indirect service on the LHR- PDX airport pair, for example 
oneworld and Star Alliance.241  
                                                 
239 Market shares excluding seats sold by Thomas Cook/Condor do not significantly differ (see Form CO, 
paragraph 614), in pa rticular, the analysis is valid irrespective of whether these  seats are included or 
not. 
240  Market shares excluding seats sold by Thomas Cook/Condor do not significantly differ (see Form CO, 
paragraph 608),  in particular, the analysis is valid irrespective  of whether these  seats are included or 
not. 
241  Form CO, paragraph 597 . 
 
54 (273)  Finally, the  majority of respondents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to prevent 
the Parties’ from raising prices on the route post- Transaction.242  
(274)  In light of the above and of all evidence  avail able to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the London – Portland route under any plausible 
market definition.  
5.1.2.8. Manchester – San Francisco  
(275)  In Summer  2017 IATA Season, [60.0000- 80.000]  passengers travelled between  
Manchester and San Francisco airports .243 In Winter 2017/2018 IATA Season, 
[0-20.000]  passengers travelled between Manchester and San Francisco 
airports .244 The only plausible airport pair is MAN -SFO.245 
(276)  In both Summer 2017 and Winter 2017/2018 IATA Seasons, Virgin 
Atlantic/Delta operated direct services on the MAN- SFO airport pair, while 
AFKL offered indirect services on this route via Paris Charles -de-Gaulle or 
Amsterdam airports.246   
(277)  The table bel ow provides the market shares of the Parties on the MAN -SFO 
airport pair.  
Table 17 - Market shares of the Parties on MAN -SFO247 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [0-5]% [10-20]% [40-50]% [60-70]% [0-5]% [0-5]% [10-20]% [20-30]% 
NTS  [0-5]% [0-5]% [30-40]% [40-50]% [0-5]% [0-5]% [10-20]% [10-20]% 
All 
passengers  [0-5]% [5-10]% [30-40]% [40-50]% [0-5]% [0-5]% [10-20]% [10-20]% 
Source: Form CO, paragraph 636.  
(278)  The incremen t brought about by the Transaction is de minimis . With regard to TS 
passengers, the increment attributable to the Transaction w ould be  [0-5]% in 
                                                 
242  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
243  San Francisco International Airport  (SFO).  
244  Form CO, paragraph 636.  
245  See section 4.2.1.4 above and Form CO, paragraph 626.  
246  Form CO, paragraphs 626 et seq.   
247  Market shares excluding seats sold by Thomas Cook/Condor  do not significantly differ (see Form CO, 
paragraph 614), in partic ular, the analysis is valid irrespective of whether these  seats are included or 
not. 
 
55 Summer IATA Season and [0 -5]% in Winter IATA Season. With regard to NTS 
passengers, the increment to the Transaction would be  [0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season.  
(279)  In addition, the Parties will remain constraint by the competition of other airlines 
operating this route. Oneworld and Star Alliance offer indirect services on this 
route year -round.248  
(280)  Non-stop services were provided by Thomas Cook/Condor in Summer 2017 
IATA Season.249 Irrespective of whether seats sold by Thomas Cook/Condor  are 
included or not, in both IATA Seasons, under any plausible market definition, the 
increment brought about by the Transaction is de minimis . 
(281)  The majority of respondents to the market investigation having expressed a view 
considers that there will be sufficient competition on the route to prevent the 
Parties’ from raising prices on the route post -Transaction.250  
(282)  In light of the above and of all evidence  available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the Manchester – San Francisco route under any 
plausi ble market definition.  
5.1.3. Direct/Indirect affected markets between Continental Europe/Ireland and North 
America  
(283)  As explained in paragraph (178)  above , the Commission treats each of the metal 
neutral joint ventures as  a single entity for the purpose of assessing the market 
shares on all relevant routes. Consistent with the approach, Delta and AFKL are 
treated as a single entity on every route between the Continental Europe / Ireland  
and North America .  
5.1.3.1. Amsterdam – Los A ngeles  
(284)  In Summer  2017 IATA Season, [100.000- 200.000]  passengers travelled between  
Amsterdam and Los Angeles  airports .251 In Winter 2017/2018 IATA Season, 
[40.000- 60.000]  passengers travelled between Amsterdam and Los Angeles 
airports .252 The only plausible air port pair is AMS -LAX.253 
                                                 
248  Form CO, paragraph 633.  
249  Form CO, paragraph 626. There were no regular direct services on this route in Winter 2017/2018.  
250  Replies to eQ1 –  Questionnaire 1 for Com petitors, question 26; eQ2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
251  Amsterdam Airport Schipol (AMS) and Los Angeles International Airport (LAX).  
252  Form CO, paragraph 668.  
253  See section 4.2.1.4 above and Form CO, para graph 662.  
 
56 (285)  In both Summer 2017 and Winter 2017/2018 IATA Seasons, AFKL/ Delta 
operated direct services on the Amsterdam – Los Angeles  route, while Virgin 
Atlantic offered indirect services on this route via London.254   
(286)  The table  below provides the market shares of the Parties on the AMS -LAX 
airport pair.  
Table 18 - Mar ket shares of the Parties on AMS -LAX  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [50-60]% [10-20]% [0-5]% [60-70]% [50-60]% [10-20]% [0-5]% [60-70]% 
NTS  [40-50]% [5-10]% [0-5]% [50-60]% [30-40]% [5-10]% [0-5]% [40-50]% 
All 
passengers  [40-50]% [5-10]% [0-5]% [50-60]% [40-50]% [5-10]% [0-5]% [50-60]% 
Source: Form CO, paragraph 668 . 
(287)  The increment brought about by the Transaction is de minimis . With regard to TS 
passengers, the increment attributable to the Transaction would be  [0-5]% in 
Summer IATA Season and [0 -5]% in Winter IATA Season. With regard to NTS 
passengers, the increment to the Transaction woul d be [0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season.  
(288)  In addition, both oneworld and Star Alliance offer indirect services on this route 
all year long.255  
(289)  The majority of respondents to the market investigation having expressed a view 
conside rs that there will be sufficient competition on the route to prevent the 
Parties’ from raising prices on the route post -Transaction.256  
(290)  In light of the above and of all  evidence available to it, the Commission considers 
that the Transaction does not raise s erious doubts as to its compatibility with the 
internal market with respect to the Amsterdam – Los Angeles route under any 
plausible market definition.  
5.1.3.2. Amsterdam – Miami  
(291)  In Summer  2017 IATA Season, [60.000- 80.000]  passengers travelled between  
Amsterdam and Miami airports .257 In Winter 2017/2018 IATA Season, 
                                                 
254  Form CO, paragraph s 662 et seq.   
255  Form CO, paragraphs 663 and 668.  
256  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
257  Miami International Air port (MIA).  
 
57 [40.000- 60.000]  passengers travelled on this route.258 The only plausible airport 
pair is AMS -MIA.259 
(292)  In both Summer 2017 and Winter 2017/2018 IATA Seasons, AFKL/Delta 
operated direct services on the AMS -MIA airport pair , while Virgin Atlantic 
offered indirect services on this airport pair via London.260   
(293)  The table  below provides the market shares of the Parties on the AMS -MIA 
airport pair.  
Table 19 - Market shares of the Parties on AMS -MIA261 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [30-40]% [10-20]% [0-5]% [40-50]% [50-60]% [10-20]% [0-5]% [60-70]% 
NTS  [10-20]% [10-20]% [0-5]% [30-40]% [20-30]% [5-10]% [0-5]% [30-40]% 
All 
passe ngers  [20-30]% [10-20]% [0-5]% [30-40]% [30-40]% [5-10]% [0-5]% [40-50]% 
Source: Form CO, paragraph 6 82. 
(294)  The increment brought about by the Transaction is de minimis . With regard to TS 
passengers, the increment attributable to the Transaction w ould be  [0-5]% in 
Summer IATA Season and [0 -5]% in Winter IATA Season. With regard to NTS 
passengers, the increment to the Transaction would be  [0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season.  
(295)  In addition, the Parties will remain constrain ed by other a irlines operating this 
route. Oneworld, Star Alliance , TAP Portugal  and Air Europa  offer indirect 
services on this airport pair all year long.262 
(296)  Non-stop services were provided by TUI in both Summer 2017 and Winter 
2017/2018 IATA Season. Irrespective of whe ther seats sold by TUI  are included 
or not, in both IATA Seasons, under any plausible market definition, the 
increment brought about by the Transaction is de minimis . 
(297)  The majority of respondents to the market investigation having expressed a view 
considers  that there will be sufficient competition on the route to prevent the 
Parties’ from raising prices on the route post -Transaction.263  
                                                 
258  Form CO, paragraph 682.  
259  See section 4.2.1.4 above and Form CO, paragraph 674.  
260  Form CO, paragraph s 674 et seq.   
261  Market shares excluding seats sold by TUI  do not significantly differ (see Form CO, paragraph 614), 
in particular, the a nalysis is valid irrespective of whether these seats are included or not . 
262  Form CO, paragraphs 674 et seq.  and 682.  
 
58 (298)  In light of the above and of all evidence available to it, the Commission considers 
that the Transaction does not raise ser ious doubts as to its compatibility with the 
internal market with respect to the Amsterdam – Miami route under any plausible 
market definition.  
5.1.3.3. Amsterdam – San Francisco  
(299)  In Summer  2017 IATA Season, [100.000- 200.000]  passengers travelled between  
Amsterdam and San Francisco airports . In Winter 2017/2018 IATA Season, 
[40.000- 60.000]  passengers travelled between Amsterdam and San Francisco 
airports .264 The only plausible airport pair is AMS -SFO.265 
(300)  In both Summer 2017 and Winter 2017/2018 IATA Seasons, AFKL/Delta 
operated direct services on the AMS -SFO airport pair , while Virgin Atlantic 
offered indirect services on this airport pair via London.266   
(301)  The table  below provides the market shares of the Parties on the AMS -SFO 
airport pair.  
Table 20 - Market shares of the Parties on AMS -SFO  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [50-60]% [10-20]% [0-5]% [60-70]% [50-60]% [10-20]% [0-5]% [60-70]% 
NTS  [40-50]% [5-10]% [0-5]% [50-60]% [40-50]% [5-10]% [0-5]% [60-70]% 
All 
passengers  [40-50]% [5-10]% [0-5]% [50-60]% [40-50]% [5-10]% [0-5]% [60-70]% 
Source: Form CO, paragraph 694.  
(302)  The increment brought about by the Transaction is de minimis  in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Transaction would be  [0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season. With regard to NTS passengers, the 
increment to the Transaction would be  [0-5]% in Summer IATA S eason and 
[0-5]% in Winter IATA Season.  
(303)  In addition, the Parties will remain constrain ed by other airlines operating this 
route. oneworld and Star Alliance offer indirect services on this route all year 
long.267 
                                                                                                                                                 
263  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, questi on 13.  
264  Form CO, paragraph 694.  
265  See section 4.2.1.4 above and Form CO, paragraph 688.  
266  Form CO, paragraph s 688 et seq.   
267  Form CO, paragraphs 689 and 694.  
 
59 (304)  The majority of respondents to the market investigation having expressed a view 
considers that there will be sufficient competition on the route to prevent the 
Parties’ from raising prices on the route post -Transaction.268  
(305)  In light of the above and of all evidence available to it, the Commission consi ders 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the Amsterdam – San Francisco route under any 
plausible market definition.  
5.1.3.4. Paris – San Francisco  
(306)  In Summer  2017 IATA Season, [200.000- 300.000]  passengers travelled between 
Paris -Charles de Gaulle and San Francisco  airports and [200.000- 300.000]  
passengers flew between Paris -Charles de Gaulle, Orly and San Francisco  
airports . In Winter 2017/2018 IATA Season, [80.000- 100.000]  passengers 
travelled between Paris -Charles de Gaulle and San Francisco  airports and 
[80.000- 100.000]  passengers flew between Paris -Charles de Gaulle, Orly and San 
Francisco  airports .269  
(307)  In Summer  2017 and Winter 2017/2018 IATA Seasons, AFKL /Delta operated 
direct service s on the CDG- SFO airport pair, while Virgin Atlantic offered only 
indirect services on this airport pair.   
(308)  As explained in s ection 4.2.1.4 above , the Commission will assess the effect of 
the Transaction on the following airport pairs: CDG- SFO and CDG/ORY- SFO.270  
(309)  The table  below provides the market shares of the Parties on the CDG- SFO 
airport pair.  
Table 21 - Market shares of the Parties on CDG -SFO  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [60-70]% [5-10]% [0-5]% [70-80]% [60-70]% [5-10]% [0-5]% [60-70]% 
NTS  [30-40]% [5-10]% [0-5]% [40-50]% [30-40]% [5-10]% [0-5]% [40-50]% 
All 
passengers  [30-40]% [5-10]% [0-5]% [40-50]% [40-50]% [5-10]% [0-5]% [40-50]% 
Source: Form CO, parag raph 720 . 
(310)  The increment brought about by the Transaction is de minimis  in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Transaction w ould be [0 -5]% in Summer IATA 
                                                 
268  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to c orporate 
customers and travel agencies, question 13.  
269  Form CO, paragraphs 712 and 720.  
270  The Parties’ activities do not overlap on ORY -SFO. Indeed, Virgin had a negligible number of 
booking in Summer 2017 IATA Season but discontinued this indirect service from Winter 2017/2018 
IATA Season. The impact of the Transaction on this airport pair will therefore not be further assessed.  
 
60 Season and [0 -5]% in Winter IATA Season. With regard to NTS passengers, the 
increment attributable to the Transaction would be [0 -5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season.  
(311)  he table  below provides the market shares of the Parties on the CDG/ORY- SFO 
airport pair.  
Table 22 - Market shares of the Parties on CDG/ORY -SFO  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [60-70]% [5-10]% [0-5]% [70-80]% [60-70]% [5-10]% [0-5]% [60-70]% 
NTS  [30-40]% [5-10]% [0-5]% [40-50]% [30-40]% [5-10]% [0-5]% [40-50]% 
All 
passengers  [30-40]% [5-10]% [0-5]% [40-50]% [40-50]% [5-10]% [0-5]% [40-50]% 
Source: Form CO, paragraph 712 . 
(312)  The increment brought about by the Transaction is de minimis  in both I ATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment att ributable to the Transaction would be  [0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season. With regard to NTS passengers, the 
increment attributable to the Transaction w ould be [0 -5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season.  
(313)  In addition, the Parties will remain constrained by the competition of the daily all -
year round direct service operated by Star Alliance on the CDG- SFO airport 
pair.271 XL Airways also operated a weekly non -stop service in Summer 2017 
IATA Season.272 In addition, oneworld and Star Alliance operate an indirect 
service on the CDG- SFO airport pair.273 On the ORY- SFO airport pair,  
Frenchbee commenced to operate a weekly n on-stop service and Star Alliance 
operate an indirect service.274    
(314)  Finally, the  majority of respondents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to prevent 
the Parties’ from raisin g prices on the route post -Transaction.275  
(315)  In light of the above and of all evidence available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the Paris – San Francisco route under any 
plausible market definition.  
                                                 
271  Form CO, paragraph 702.  
272  Form CO, paragraph 702.  
273  Form CO, paragraph 703.  
274 Form CO, paragraph 704.  
275  Replies to eQ 1 – Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
 
61 5.1.3.5. Paris – Boston 
(316)  In Summer  2017 IATA Season, [100.000- 200.000]  passengers travelled between 
Paris Charles de Gaulle and Boston  airports and [100.000- 200.000]  passengers 
flew between Paris Charles de G aulle, Orly and Boston airports .276 In Winter 
2017/2018 IATA Season, [40.000- 60.000]  passengers travelled between Paris 
Charles de Gaulle and Boston airports  and [60.000- 80.000]  passengers flew 
between Paris Charles de Gaulle, Orly and Boston  airports .277  
(317)  In Summer 2017 and Winter 2017/2018 IATA Seasons, AFKL/Delta operated 
direct services on the CDG- BOS  airport pair, while Virgin Atlantic offered only 
indirect services on this airport pair.   
(318)  As explained in s ection 4.2.1.4 above, the Commission will assess t he effect of 
the Transaction on the following airport pairs: CDG- BOS  and CDG/ORY- BOS .  
(319)  The table  below provides the market shares of the Parties on the CDG- BOS  
airport pair.  
Table 23 - Market shares of the Parties on CDG -BOS 
 Summe r 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [60-70]% [20-30]% [0-5]% [80-90]% [60-70]% [20-30]% [0-5]% [80-90]% 
NTS  [30-40]% [20-30]% [0-5]% [50-60]% [30-40]% [20-30]% [0-5]% [60-70]% 
All 
passengers  [30-40]% [20-30]% [0-5]% [60-70]% [40-50]% [20-30]% [0-5]% [70-80]% 
Source: Form CO, paragraph 747. 
(320)  The increment brought about by the Transaction is de minimis  in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Transaction would be  [0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season. With regard to NTS passengers, the 
increment attributable to the Transaction would be  [0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Se ason.  
(321)  The table  below provides the market shares of the Parties on the CDG/ORY- BOS  
airport pair.  
                                                 
276  Boston Logan International Airport (BOS).  
277  Form CO, paragraphs 741 and 747.  
 
62 Table 24 - Market shares of the Parties on CDG/ORY -BOS  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFK L DL VS Combined  
TS [50-60]% [10-20]% [0-5]% [70-80]% [50-60]% [20-30]% [0-5]% [80-90]% 
NTS  [30-40]% [20-30]% [0-5]% [50-60]% [30-40]% [20-30]% [0-5]% [60-70]% 
All 
passengers  [30-40]% [20-30]% [0-5]% [50-60]% [40-50]% [20-30]% [0-5]% [60-70]% 
Source: F orm CO, paragraph 741. 
(322)  The increment brought about by the Transaction is de minimis  in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Transaction would be  [0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season. With regard to NTS passengers, the 
increment attributable to the Transaction w ould be [0 -5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season.  
(323)  In addition, the Parties will remain constrained  by the other airl ines operating on 
this route . On the CDG- BOS  airport pair, oneworld operated a weekly direct 
service in Summer 2017 IATA Season and Norwegian started to operate a non-
stop service in 2018.278 In addition, Star Alliance, oneworld, Aer Lingus and 
Icelandair op erate indirect services all year round.279 On the ORY- BOS  airport 
pair, oneworld, Icelandair and TAP Portugal operate indirect services.280 Air 
Europa operated a one -stop service in Summer 2017 IATA Season.281  
(324)  Finally, the  majority of respondents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to prevent 
the Parties’ from raising prices on the route post -Transaction.282 A competitor 
also indicated it intends to provide several weekly frequency on the route on a 
seasonal basis.283  
(325)  In light of the above and of all evidence available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the Paris – Boston rou te under any plausible 
market definition.  
                                                 
278  Form Co, paragraph 731.  
279  Form Co, paragr aph 732.  
280  Form Co, paragraph 733.  
281  Form Co, paragraph 733.  
282  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
283  Reply to eQ1 - Questionnaire 1 for Competitors, question 19.  
 
63 5.1.3.6. Nice – New York  
(326)  In Summer  2017 IATA Season, [60.000- 80.000]  passengers travelled between 
Nice and John F. Kennedy airports and [5.000- 10.000]  passengers flew between 
Nice and Newark  airports .284 In Winter 2017/2018 IATA Season, [0 -20.000]  
passengers travelled between Nice  and John F. Kennedy airports while [0-5.000]  
passengers travelled between Nice and Newark airports.285  
(327)  In Summer  2017 Season , AFKL/Delta operated direct services on the NCE -JFK 
airport  pair and a n indirect service all -year round; Virgin Atlantic operates an 
indirect service on this airport pair.286 AFKL/Delta  and Virgin Atlantic  also 
operate indirect services on the NCE -EWR  airport pair on a year -round basis .287  
(328)  As explained in s ection 4.2.1.4 above, the  Commission will assess the effect of 
the Transaction on the following airport pairs: NCE -JFK, NCE -EWR and 
NCE -JFK/EWR .  
(329)  The table  below provides the market shares of the Parties on the NCE -JFK airport 
pair.  
Table 25 - Market share s of the Parties on NCE -JFK 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [10-20]% [50-60]% [0-5]% [70-80]% [30-40]% [10-20]% [0-5]% [50-60]% 
NTS  [20-30]% [40-50]% [0-5]% [70-80]% [20-30]% [5-10]% [10-20]% [40-50]% 
All 
passengers  [20-30]% [40-50]% [0-5]% [70-80]% [20-30]% [5-10]% [10-20]% [40-50]% 
Source: Form CO, paragraph 774. 
(330)  In Summer IATA Season, t he increment brought about by the Transaction is  de 
minimis  under any plausible market definition. W ith regard to TS passengers, the 
increment attributable to the Transaction would be  [0-5]% in Summer IATA 
Season  and [0-5]% with respect to the NTS segment. I n Winter IATA Season , the 
increment br ought about by the Transaction is moderate on the overall and NTS 
segments (below [10 -20]%). With regard to TS passengers  in Winter IATA 
Season , the increment attributable to the Transaction would be  de minimis  
([0-5]%).  
                                                 
284  Nice Côte d’Azur airport (NCE).  
285  Form CO, paragraphs 774 and 780.  
286  Form Co, paragraph 756 et seq.  
287  Form Co, paragraph 758.  
 
64 (331)  The market shares of the Parties’ competitors are as follows:  
Table 26 - Market shares of competitors on NCE -JFK 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
oneworld  Star Alliance  oneworld  Star Alliance  
TS [10-20]% [0-5]% [20-30]% [0-5]% 
NTS  [10-20]% [0-5]% [20-30]% [0-5]% 
All passengers  [10-20]% [0-5]% [20-30]% [0-5]% 
Source: Form CO, paragraph 774.  
(332)  The table  below provides the market shares of the Parties on the NCE -EWR  
airport pair.  
Table 27 - Market shares of the Parties on NCE -EWR  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [0-5]% [5-10]% [0-5]% [10-20]% [0-5]% [5-10]% [0-5]% [10-20]% 
NTS  [0-5]% [5-10]% [0-5]% [10-20]% [0-5]% [0-5]% [20-30]% [20-30]% 
All 
passengers  [0-5]% [5-10]% [0-5]% [10-20]% [0-5]% [0-5]% [10-20]% [20-30]% 
Source: Form CO, paragraph 780.  
(333)  On the NCE -EWR airport pair, the Parties’ combined market shares are less 
than 30% on any plausible passenger segmentation in both Summer and Winter 
IATA Seasons and the increment is limited .  
(334)  The table  below provides  the market shares of the Parties on the NCE -JFK/EWR  
airport pair.  
Table 28 - Market shares of the Parties on NCE -JFK/EWR  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [10-20]% [50-60]% [0-5]% [60-70]% [30-40]% [10-20]% [0-5]% [40-50]% 
NTS  [20-30]% [40-50]% [0-5]% [60-70]% [20-30]% [5-10]% [10-20]% [40-50]% 
All 
passengers  [10-20]% [40-50]% [0-5]% [60-70]% [20-30]% [5-10]% [10-20]% [40-50]% 
Source: Form CO, paragraph 769.  
(335)  In Su mmer IATA Season, the increment brought about by the Transaction is de 
minimis  under any plausible market definition. With respect to the TS passengers, 
the increment attributable to the Transaction would be  [0-5]%. With regard to 
NTS passengers, the increment would be  [0-5]%.  
(336)  In Winter IATA Season, the Parties’ combined market shares are below [40 -50]% 
under any plausible market definition and the increment brought about by the 
Transaction is moderate. The increment is [10 -20]% in respect of NTS passenger s 
 
65 and [10-20]% without distinguishing between TS and NTS passengers. With 
regard to TS passengers, the increment is even de minimis  ([0-5]%).  
The market shares of the Parties’ competitors are as follows:  
Table 29 - Market shares of competitors on NCE -JFK/EWR  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 oneworld  Star Alliance  oneworld  Star Alliance  
TS [10-20]% [5-10]% [20-30]% [10-20]% 
NTS [5-10]% [0-5]% [20-30]% [5-10]% 
All passengers  [10-20]% [5-10]% [20-30]% [5-10]% 
Source: Form CO, paragraph 769.  
(337)  On all plausible airport pairs, the Parties will remain constrained by the 
competition of other carriers ’ services. In particular, oneworld operates a year 
round indirect service on the NCE -JFK airport pair288 and Star Alliance is 
operating a year -round indirect service on NCE -EWR.289 In addition, as of 
May 2019, La Compagnie will offer a five -time weekly direct service on NCE -
EWR on a seasonal basis.290 
(338)  As already stated above (Section 5.1.1.5), the Commission considers that other carriers like the members of the Star Alliance or oneworld exert significant competitive pressure on the Parties post -Transaction on the affected 
direct/indirect overlap routes.   
(339)  It is noteworthy that the increment attributable to the Transaction is lower than the market share of the Parties’ biggest competit or post -Transaction in both 
Summer 2017 and Winter 2017/2018 IATA Seasons under any plausible market segmentation.   
(340)  Finally, the  majority of respondents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to prevent the Parties’ from raising prices on the route post-Transaction.
291  
(341)  In light of the above and of all available evidence, the Commi ssion considers that 
the Transaction does not raise serious doubts as to its compatibility with the 
                                                 
288  Form CO, paragraph 774.  
289  Form CO, paragraph 780.  
290  La Compagnie’s press release, available https://www.lacompagnie.com/media/1627/la -co-nice-
announcement - -final.pdf  . 
291  Replies to eQ1 – Questionnaire 1 for Competitors, question 26; eQ2 – Questionnaire 2 to corp orate 
customers and travel agencies, question 13.  
 
66 internal market with respect to the Nice – New York route under any plausible 
market definition.  
5.1.3.7. Dublin – New York  
(342)  In Summer  2017 IATA Season, [100.000- 200.000]  passengers travelled between 
Dublin and John F. Kennedy airports and [100.000- 200.000]   passengers flew 
between Dublin and Newark  airports .292 In Winter 2017/2018 IATA Season, 
[100.000- 200.000]   passengers travelled between Dublin and John F. Kennedy 
airports while [60.000- 80.000]  passengers travelled between Dublin and Newark 
airports.293 
(343)  In Summer  2017 and Winter 2017/2018 IATA Seasons, AFKL /Delta operated 
direct services on the DUB -JFK airport pair, while Virgin Atlantic offered only 
indirect services on this airport pair via London.294 Furthermore, Virgin Atlantic 
also offer a one -stop service on the DUB- EWR  airport pair.295  
(344)  As explained in s ection 4.2.1.4 above, the Commission will assess the effect of 
the Transaction on the following airport pairs: DUB- JFK/EWR and DUB -JFK.296  
(345)  The table below provides the market shares of the Parties on the DUB- JFK/EWR 
airport pair.  
Table 30 - Market shares of the Parties on DUB -JFK/EWR  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [0-5]% [10-20]% [0-5]% [10-20]% [0-5]% [10-20]% [0-5]% [10-20]% 
NTS  [5-10]% [10-20]% [0-5]% [10-20]% [5-10]% [10-20]% [0-5]% [20-30]% 
All 
passengers  [5-10]% [10-20]% [0-5]% [10-20]% [5-10]% [10-20]% [0-5]% [20-30]% 
Source: Form CO, paragraph 798. 
(346)  The increment brought about by the Transaction is de minimis  in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Transaction would be  [0-5]% in Summ er IATA 
Season and [0 -5]% in Winter IATA Season. With regard to NTS passengers, the 
                                                 
292  Dublin airport (DUB).  
293  Form CO, paragraphs 798 and 804.  
294  Form Co, paragraph 789.  
295  Form Co, paragraph 791.  
296  The effects of the Transaction on the DUB -EWR airport pair (indirect/indirect overlap) will not be 
further assessed as the Transaction is unlikely to give rise to competition concerns given that the 
Parties’ combined market shares will be below [0-5]% under any pl ausible market definition 
(Form  CO, paragraph 807).   
 
67 increment attributable to the Transaction would be  [0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season.  
(347)  The table below  provides the market shares of the Parties on the DUB- JFK airport 
pair. 
Table 31 - Market shares of the Parties on DUB -JFK 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [0-5]% [20-30]% [0-5]% [20-30]% [0-5]% [10-20]% [0-5]% [20-30]% 
NTS  [5-10]% [10-20]% [0-5]% [20-30]% [10-20]% [20-30]% [0-5]% [30-40]% 
All 
passengers  [5-10]% [10-20]% [0-5]% [20-30]% [5-10]% [20-30]% [0-5]% [30-40]% 
Source: Form CO, paragraph 804. 
(348)  The increment brought about by the Transaction is de mini mis in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Transaction w ould be  [0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season. With regard to NTS passengers, the 
incre ment attributable to the Transaction w ould be  [0-5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season.  
(349)  In addition, Aer Lingus offer s a daily all -year round non- stop service on the 
DUB- JFK airport pair.297 With respect to indirect flights, oneworld and Star 
Alliance operate all -year round.298 On the DUB- EWR  airport pair, oneworld and 
Aer Lingus offer a daily all -year round non- stop service; Star Alliance and 
oneworld also offer a one -stop service on this airport pair.299 
(350)  Finally, the  majority of respondent s to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to prevent 
the Parties’ from raising prices on the route post- Transaction.300  
(351)  In light of the above and of all available evidence, the Com mission considers that 
the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the Dublin – New York route under any plausible 
market definition.  
                                                 
297  Form CO, paragraph 789 . 
298  Form CO, paragraph 790.  
299  Form CO, paragraph 791.  
300  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
 
68 5.1.4. Direct/Indirect affected markets between the United Ki ngdom and destinations 
excluding North America and Continental Europe/Ireland  
5.1.4.1. London – L agos 
(352)  In Summer 2017 IATA Season, [100.000- 200.000]  passengers travelled between 
London Heathrow and Lagos  airports  and [200.000- 300.000]  passengers flew 
between London Heathrow, Gatwick and City and Lagos  airports .301 In Winter 
2017/2018 IATA Season, [100.000- 200.000]  passengers travelled between 
London Heathrow and Lagos  airports  and [100.000- 200.000]  passengers flew 
between London Heathrow, Gatwick and City and Lagos  airports .302  
(353)  In both Seasons, Summer 2017 IATA Season and Winter 2017/2018 IATA 
Season,  Virgin Atlantic operated direct services as well as indirect services on the 
LHR- LOS  airport pair. AFKL offers indirect services on this airport pair  as well 
as on the LCY -LOS  airport pair. Delta does not operate this route.   
(354)  As explained in s ection 4.2.1.4 above, the Commission will assess the effect of 
the Transaction on the following airport pairs: LHR -LOS  and LHR/LGW/LCY-
LOS .  
(355)  The table below provides the market shares of the Parties on the LHR -LOS  
airport pair.  
Table 32 - Market shares of the Parties on LHR -LOS  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [10-20]% [0-5]% [40-50]% [50-60]% [5-10]% [0-5]% [40-50]% [50-60]% 
NTS  [10-20]% [0-5]% [30-40]% [50-60]% [10-20]% [0-5]% [30-40]% [40-50]% 
All 
passengers  [10-20]% [0-5]% [30-40]% [50-60]% [10-20]% [0-5]% [30-40]% [50-60]% 
Source: Form CO, paragraph 1080 . 
(356)  The table below  provides the marke t shares of the Parties on the 
LHR/LGW/LCY- LOS  airport pair.  
                                                 
301  Murtala Muhammed International Airport (LOS).  
302  Form CO, paragraphs 1074 and 1080.  
 
69 Table 33 - Market shares of the Parties on LHR/LGW/LCY -LOS  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [10-20]% [0-5]% [40-50]% [50-60]% [5-10]% [0-5]% [40-50]% [50-60]% 
NTS  [10-20]% [0-5]% [20-30]% [40-50]% [10-20]% [0-5]% [20-30]% [40-50]% 
All 
passengers  [10-20]% [0-5]% [30-40]% [40-50]% [10-20]% [0-5]% [30-40]% [40-50]% 
Source: Form CO, paragraph 1074 . 
(357)  On both ai rport pairs, the Parties’ combined market share would be below 60% in 
both IATA Seasons.  
(358)  Post-Transaction, the Parties will remain constrained by the competition from 
other airlines operating the London  – Lagos  route . In particular, oneworld is a 
signific ant competitor operating a  direct  daily all -year round service on the LHR-
LOS  airport pair , whose market share (on all plausible market) is higher than the 
increment brought about by the Transaction.303  
(359)  The Parties’ competitors’ market share is as follows:  
Table 34 - Market shares of the Parties’ competitors on LHR -LOS  
 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
oneworld Star Alliance  oneworld  Star Alliance  
TS [30-40]% [0-5]% [30-40]% [0-5]% 
NTS  [10-20]% [0-5]% [20-30]% [0-5]% 
All passengers  [20-30]% [0-5]% [20-30]% [0-5]% 
Source: Form CO, paragraph 1080.  
Table 35 - Market shares of the Parties on LHR/LGW/LCY -LOS  
 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
oneworld Star Alliance  oneworld Star Alliance  
TS [30-40]% [0-5]% [30-40]% [0-5]% 
NTS  [10-20]% [0-5]% [10-20]% [0-5]% 
All 
passengers  [10-20]% [0-5]% [20-30]% [0-5]% 
Source: Form CO, paragraph 1074.  
(360)  The increment brought about by the Transaction is lower than the market shares 
of the Parties’ biggest competitor post- Transaction .  
                                                 
303  On LHR/LCY/LGW -LOS, in  the NTS segment in Summer IATA Season, the share of oneworld 
would be equivalent to the increment brought about by the Transaction (Form CO, paragraphs 1074 
and 1080.  
 
70 (361)  As already stated above (Section 5.1.1.5),  the Commission considers that other 
carriers like the members of the Star Alliance or oneworld exert significant 
compe titive pressure on the Parties post -Transaction on the affected 
direct/indirect overlap routes.   
(362)  Finally, the  majority of respondents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to p revent 
the Parties’ from raising prices on the route post- Transaction.304  
(363)  In light of the above and of all evidence  available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the London – Lagos  route under any plausible 
market definition.  
5.1.4.2. London – Shanghai  
(364)  In Summer  2017 IATA Season, [300.000- 400.000]  passengers travelled between 
London Heathrow and Shanghai  airports  and [300.000- 400.000] passengers flew 
between  London Heathrow, Gatwick and City and Shanghai  airports .305 In Winter 
2017/2018 IATA Season, [100.000- 200.000] passengers travelled between 
London Heathrow and Shanghai  and [100.000- 200.000] passengers flew between 
London Heathrow, Gatwick and City and Shan ghai.306  
(365)  In both Seasons , Summer 2017 IATA Season and Winter 2017/2018 IATA 
Season, Virgin Atlantic operated direct services on the LHR -PVG  airport pair. 
AFKL offers indirect services on this airport pair as well as on the LCY -PVG 
airport pair. Delta does n ot operate  on this route.   
(366)  As explained in s ection 4.2.1.4 above, the Commission will assess the effect of 
the Transaction on the following airport pairs: LHR -PVG  and LHR/LGW/LCY-
PVG.  
(367)  The table  below provides the market shares of the Parties on the LHR -PVG 
airport pair.  
                                                 
304  Replies to eQ1 –  Question naire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
305  Shanghai Pudong Airport (PVG).  
306  Form CO, paragraphs 1106 and 1113.  
 
71 Table 36 - Market shares of the Parties on LHR -PVG  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [0-5]% [0-5]% [20-30]% [20-30]% [0-5]% [0-5]% [20-30]% [20-30]% 
NTS  [5-10]% [0-5]% [20-30]% [20-30]% [0-5]% [0-5]% [20-30]% [30-40]% 
All 
passengers  [0-5]% [0-5]% [20-30]% [20-30]% [0-5]% [0-5]% [20-30]% [20-30]% 
Source: Form CO, paragraph 1 113. 
(368)  The increment brought about by the Transaction is de minimis  in both IA TA 
Seasons with regard to TS passengers and an overall market comprising all 
passengers. With regard to TS passengers, the increment attri butable to the 
Transaction would be  [0-5]% in  Summer 2017 IATA Season and [0 -5]% in 
Winter 2017/2018 IATA Season. With regard to NTS passengers, the increment 
attributable to the Transaction w ould also be de minimis  in Winter 2017/2018 
IATA Season , while in the Summer 2017 IATA Season , the increment brought 
about by the Transaction is rather limited ([5 -10]%).   
(369)  The table  below provides the market shares of the Parties on the 
LHR/LGW/LCY- PVG  airport pair.  
Table 37 - Market shares of the Parties on LHR/LGW/LCY -PVG 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [0-5]% [0-5]% [20-30]% [20-30]% [0-5]% [0-5]% [20-30]% [20-30]% 
NTS  [5-10]% [0-5]% [20-30]% [20-30]% [0-5]% [0-5]% [20-30]% [30-40]% 
All 
passengers  [0-5]% [0-5]% [20-30]% [20-30]% [0-5]% [0-5]% [20-30]% [20-30]% 
Source: Form CO, paragraph 1 106. 
(370)  The increment brought about by the Transaction is de minimis  in both IATA 
Seasons and under any plausible market definition . With regard to TS passengers, 
the increment attributable to the Transaction w ould be [0 -5]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season. With regard to NTS passengers, the 
increment attributable to the Transaction would be  [5-10]% in Summer IATA 
Season and [0 -5]% in Winter IATA Season.  
(371)  In addition, post -Transaction, the Parties will remain constrained by the all year 
round direct service of China Eastern and oneworld on the LHR- PVG airport pair. 
In addition, several other airlines provide indirect services on the LHR- PVG and 
LGW -PVG airport pairs .307  
                                                 
307  See Form CO, paragraphs 1096 et seq .  
 
72 (372)  Finally, the  majority of respondents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to prevent 
the Parties’ from raising prices on the route post- Transaction.308  
(373)  In light of the above and of all evidence  available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the London – Shanghai  route under any plausible 
market definition.  
5.1.4.3. London – Havana  
(374)  In Summer 2017 IATA Season, [40 -000-60.000]  passengers travelled bet ween 
London Heathrow, Gatwick and City and Havana  airports .309 In Winter 
2017/2018 IATA Season, [40 -000-60.000]  passengers flew between London 
Heathrow, Gatwick and City and Havana  airports . 310  
(375)  Virgin Atlantic operates direct flights on the LGW -HAV airport p air, as well as 
an indirect service all -year round. AFKL offers indirect flights on the LHR -HAV 
airport pair in both IATA Seasons. Delta does not operate on this route.311 
Therefore, the Parties’ activities do not overlap on the LHR- HAV airport pair.   
(376)  In vi ew of the above  and as explained in s ection 4.2.1.4 above , the Commission 
will assess the effect of the Transaction on the LHR/LGW/LCY -HAV airport 
pair.  
(377)  The table  below provides the market shares of the Parties on the 
LHR/LGW/LCY- HAV airport pair.312  
                                                 
308  Replies to eQ1 –  Quest ionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
309  José Martí International Airport (HAV).  
310  Form CO, paragraph 1135.  
311 Form Co, paragraph 1140.  
312  For the sake of completeness, it c an be noted that the Parties’ market shares on a narrower market 
LHR/LGW -HAV are similar and therefore, the competition assessment will remain unchanged.  
 
73 Table  38 - Market shares of the Parties on LHR/LGW/LCY -HAV313 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined AFKL  DL VS Combined  
TS [5-10]% [0-5]% [80-90]% [90-100]% [0-5]% [0-5]% [80-90]% [90-100]% 
NTS  [10-20]% [0-5]% [60-70]% [70-80]% [0-5]% [0-5]% [70-80]% [70-80]% 
All 
passengers  [10-20]% [0-5]% [60-70]% [70-80]% [0-5]% [0-5]% [70-80]% [80-90]% 
Source: Form CO, paragraph 113 5. 
(378)  Virgin Atlantic has high market shares on the London – Havana route, being the 
only carrier offering direct flights on this route.314 In Winter IATA Season, on the 
LHR/LGW/LCY- HAV airport pair, the increments are moderate. In Summer 
IATA Season, the increments are between [5-10] and [10-20]%. In addition, the 
Parties submit that Virgin  Atlantic has decreased its direct services from three to 
two weekly services in Winter 2018/2019 IATA Season.315 
(379)  It is noteworthy that Virgin Atlantic operated a twice weekly direct flight in 
Summer 2017 IATA Season;  it increased its offering to three direc t weekly 
frequencies in Winter 2017/2018 but it has decreased its direct services to two 
weekly services in Winter 2018/2019 IATA Season.316 Despite high combined 
market shares, the Parties will remain subject to an effective competitive 
constraint post -Tran saction on the above airport pairs. Close to 25% of passengers 
on the London – Havana route flew on indirect services in IATA year 2017.317 
Indirect flights therefore exercise an effective competition constraint on Virgin 
Atlantic’s direct flights, notably b ecause they are more frequent than its twice -
weekly direct offering.318 In particular, Spanish carriers Iberia and Air Europa 
offer indirect flights on the LGW -HAV airport pair and IAG (Iberia and British 
Airways), Aeroméxico and Alitalia offer indirect flig hts on the LHR- HAV airport 
pair.319  
                                                 
313  Market shares excluding seats sold by e.g. Thomas Cook/Condor or AeroMexico do not significantly 
differ (Form CO, paragraph 1131).  
314  Form CO, paragraph 1132.  
315  Form CO, paragraph 1127.  
316  Form CO, paragraph 1127.  
317  Form CO, paragraph 1132.  
318  Form CO, paragraph 1132.  
319  Form CO, paragraph 1132.  
 
74 (380)  The market shares of the Parties’ main competitors are as follows:  
Table 39 - Market shares of competitors on LHR/LGW/LCY -HAV  
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 Star 
Alliance  oneworld Iberia (part of 
oneworld)  Air 
Europa  Star 
Alliance  oneworld  Iberia (part of 
oneworld)  Air Europa  
TS [0-5]% [5-10]% [0-5]% [0-5]% [0-5]%  [5-10]% [0-5]% [0-5]% 
NTS  [0-5]%  [10-20]% [5-10]% [5-10]% [0-5]%  [10-20]% [5-10]% [0-5]% 
All 
passengers  [0-5]%  [10-20]% [5-10]% [0-5]% [0-5]%  [10-20]% [5-10]% [0-5]% 
Source: Form CO, paragraph 1135.  
(381)  Besides, the Parties submit that charter carriers offering dry seats not captured by 
the DDS data are active on the route and exert a meaningful competitive 
constraint on carriers operating scheduled services, in particular, given the leisure 
nature of the route.320 Therefore, it is very likely  that the Parties’ market shares 
are overstated.  
(382)  Finally, the  majority of respondents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route to prevent 
the Parties’ from raising prices on the route post- Transaction.321  
(383)  In light of the above and of all evidence  available to it, the Commission considers 
that the Tran saction does not raise serious doubts as to its compatibility with the 
internal market with respect to the London -  Havana route under any plausible 
market definition.  
5.1.4.4. London – Montego Bay  
(384)  In Summer 2017 IATA Season, [40.000- 60.000]  passengers travelled b etween 
London Heathrow and Gatwick and Montego Bay airports .322 In Winter 
2017/2018 IATA Season, [40.000- 60.000]  passengers flew between London 
Heathrow and Gatwick and Montego Bay airports .323   
(385)  Virgin Atlantic operates direct flights on the LGW -MBJ airport p air, as well as an 
indirect service all -year round on the LHR- MBJ  airport pair. AFKL offers an 
indirect service on the LHR- MBJ  airport pair , but has a minimal number of 
bookings.324 Therefore, the Parties’ activities do not overlap on the LHR- MBJ  
airport pai r. Based on the information provided by the Parties, no airline operates 
                                                 
320  Form CO, paragraph 1134.  
321  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
322  Sangster International Airport (MBJ).  
323  Form CO, paragraph 1135.  
324  Form CO, paragraph 1152.  
 
75 the LCY- MBJ  airport pair.325 Therefore, the Commission will assess the effects 
of the Transaction on the LHR/LGW -MBJ airport pair combination.  
(386)  The table  below provides the market share s of the Parties on the LHR /LGW -MBJ  
airport pair.  
Table 40 - Market shares of the Parties on LHR/LGW -MBJ  (including seats  sold by TUI and 
Thomas Cook/Condor ) 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combine d AFKL  DL VS Combined  
TS [0-5]% [0-5]% [90-100] % [90-100] % [0-5]% [0-5]% [90-100] % [90-
100]% 
NTS  [0-5]% [0-5]% [40-50]% [40-50]% [0-5]% [0-5]% [40-50]% [40-50]% 
All 
passengers  [0-5]% [0-5]% [40-50 ]% [40-50 ]% [0-5]% [0-5]% [40-50 ]% [40-50 ]% 
Source: Form  CO, paragraph 1159 . 
Table 41 - Market shares of the Parties on LHR/LGW -MBJ (excluding seats  sold by TUI and 
Thomas Cook/Condor ) 
 Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
 AFKL  DL VS Combined  AFKL  DL VS Combined  
TS [0-5]% [0-5]% [80-90]% [90-100]% [0-5]% [0-5]% [80-90]% [80-90]% 
NTS  [0-5]% [0-5]% [90-100] % [90-100] % [0-5]% [0-5]% [90-100] % [90-
100]% 
All 
passengers  [0-5]% [0-5]% [90-100] % [90-100] % [0-5]% [0-5]% [90-100] % [90-
100]% 
Source: Form CO, paragraph 1154 (MID T data excluding seats sold by airlines TUI and Thomas 
Cook/Condor).  
 
(387)  The Parties submit Virgin Altantic has high market shares  in the TS segment in 
Summer and Winter IATA Seasons, because it is the only scheduled carrier to 
operate a direct service on thi s route.326  
(388)  The Parties consider that  both TUI and Thomas Cook/Condor operate ( charter ) 
direct services on this route  and exert a meaningful competitive constraint on the 
Parties post -Transaction, particularly in the non- time-sensitive segment of the 
market  and in the overall market  through the sale of dry seats (the latter being 
particularly relevant in respect of the leisure nature of the route ).327  
                                                 
325  Form CO, paragraph 1162.  
326  Form CO, paragraph 1151.  
327  Form CO, paragraph 1158.  
 
76 (389)  Irrespective of whether seats sold by TUI and Thomas Cook/Condor  are included 
or not, in both IATA Seasons, under any plausible market definition, the 
increment brought about by the Transaction is de minimis .  
(390)  Finally, the  majority of respondents to the market investigation having expressed 
a view considers that there will be sufficient competition on the route t o prevent 
the Parties’ from raising prices on the route post- Transaction.328  
(391)  In light of the above and of all evidence  available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to the London – Montego Bay route under any 
plausible market definition.  
5.1.5. Indirect/Indirect overlaps  
(392)  As explained above, the Commission treats each of the metal neutral joint 
ventures as a single entity for the purpose of assessing the mar ket shares on all 
relevant routes. Consistent with the approach, Delta and AFKL are treated as a 
single entity on every route between the Continental Europe / Ireland and North 
America and Delta and Virgin Atlantic are treated as a single entity on every 
route between the United Kingdom and North America. 
(393)  The activities of the Parties also give rise to affected markets on 13 routes on a 
city-pair level329, where both (only) operate indirect flights. It is noteworthy that 
some of these routes are affected only on some segments or during only one of 
the two relevant IATA Seasons.  
(394)  These routes are analysed with respect to combined market shares of the Parties 
and the market share increment brought about by the Transaction.  
(395)  Given that the Transaction does not give rise to serious doubts as to its 
compatibility with the internal market under any plausible market definition, the 
Commission will, for the purpose of this Decision, take a conservative approach 
and assess the effects of the Transaction on the airport pair where the Parties’ 
market shares are the highest.  
(396)  An overview of the Parties’ market shares on the relevant routes is provided in the 
table below.  
                                                 
328  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; eQ2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
329  Los Angeles –  Manchester, Dublin –  Las Vegas, Dublin –  Orlando, Amsterdam – Orlando, Barcelona 
– Los Angeles, Lyon – New York, Marseille – New York, Madrid –  San Francisco, Hamburg –  New 
York, Los Angeles – Milan, Düsseldorf – Los Angeles, Hamburg – Miami and Milan – San Francisco.  
 
77 Table 42 - Market shares of the Parties on indirect/indirect overlap routes (in % )330 
  Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
  AFKL  DL VS Combined  AFKL  DL VS Combined  
MAN - LAX  TS [0-5] [5-10] [10-20] [20-30] [5-10] [0-5] [5-10] [10-20] 
NTS  [0-5] [0-5] [5-10] [10-20] [0-5] [0-5] [5-10] [10-20] 
All passengers  [0-5] [0-5] [5-10] [10-20] [5-10] [0-5] [5-10] [10-20] 
DUB - LAS  TS [0-5] [5-10] [10-20] [20-30] [0-5] [0-5] [10-20] [20-30] 
NTS  [0-5] [0-5] [30-40] [30-40] [0-5] [0-5] [30-40] [30-40] 
All passengers  [0-5] [0-5] [30-40] [30-40] [0-5] [0-5] [30-40] [30-40] 
DUB - MCO  TS [0-5] [5-10] [5-10] [10-20] [0-5] [0-5] [0-5] [5-10] 
NTS  [0-5] [0-5] [10-20] [20-30] [0-5] [0-5] [10-20] [20-30] 
All passengers  [0-5] [0-5] [10-20] [20-30] [0-5] [0-5] [10-20] [20-30] 
AMS - MCO  TS [10-20] [20-30] [0-5] [40-50] [10-20] [30-40] [0-5] [50-60] 
NTS  [10-20] [20-30] [0-5] [40-50] [10-20] [10-20] [0-5] [30-40] 
All passengers  [10-20] [20-30] [0-5] [40-50] [10-20] [20-30] [0-5] [40-50] 
BCN - LAX  TS [10-20] [10-20] [0-5] [30-40] [10-20] [10-20] [0-5] [20-30] 
NTS  [5-10] [0-5] [0-5] [10-20] [0-5] [0-5] [0-5] [5-10] 
All passengers  [5-10] [0-5] [0-5] [10-20] [5-10] [0-5] [0-5] [5-10] 
LYS – JFK TS [60-70] [5-10] - [70-80] [50-60] [10-20] - [60-70] 
NTS  [30-40] [5-10] [0-5] [30-40] [30-40] [0-5] [5-10] [50-60] 
All passengers  [30-40] [5-10] [0-5] [40-50] [40-50] [5-10] [5-10] [50-60] 
MRS – JFK TS [60-70] [5-10] [0-5] [70-80] [60-70] [5-10] [0-5] [70-80] 
NTS  [30-40] [5-10] [0-5] [40-50] [40-50] [0-5] [0-5] [40-50] 
All passengers  [40-50] [5-10] [0-5] [40-50] [40-50] [0-5] [0-5] [40-50] 
MAD – SFO TS [10-20] [5-10] [0-5] [10-20] [5-10] [5-10] [0-5] [10-20] 
NTS  [10-20] [10-20] [0-5] [20-30] [10-20] [5-10] [0-5] [20-30] 
All passengers  [10-20] [10-20] [0-5] [20-30] [10-20] [5-10] [0-5] [20-30] 
HAM – JFK TS [5-10] [0-5] [0-5] [10-20] [10-20] [5-10] [0-5] [20-30] 
NTS  [5-10] [5-10] [0-5] [10-20] [10-20] [10-20] [5-10] [30-40] 
All passengers  [5-10] [5-10] [0-5] [10-20] [10-20] [10-20] [5-10] [30-40] 
MXP – LAX TS [10-20] [5-10] [0-5] [20-30] [10-20] [5-10] [0-5] [20-30] 
NTS  [5-10] [5-10] [0-5] [10-20] [10-20] [5-10] [5-10] [30-40] 
All passengers  [5-10] [5-10] [0-5] [20-30] [10-20] [5-10] [5-10] [20-30] 
DUS – LAX  TS [0-5] [0-5] [0-5] [5-10] [5-10] [5-10] [0-5] [10-20] 
NTS  [10-20] [0-5] [0-5] [10-20] [5-10] [0-5] [10-20] [20-30] 
All passengers  [10-20] [0-5] [0-5] [10-20] [5-10] [0-5] [10-20] [20-30] 
HAM – MIA  TS [0-5] [0-5] [0-5] [0-5] [5-10] [0-5] [0-5] [5-10] 
NTS  [0-5] [0-5] [0-5] [5-10] [10-20] [0-5] [10-20] [20-30] 
All passengers  [0-5] [0-5] [0-5] [5-10] [5-10] [0-5] [5-10] [20-30] 
                                                 
330  For the Amsterdam -Orlando route and the Manchester -Los Angeles route, the data submitted by the 
Parties includes seats sold by Thomas Cook/Condor. Market shares excluding these  seats do not 
significantly differ (see Form CO, paragraph s 651 and 877), in particular, the analysis is v alid 
irrespective of whether these  seats are included or not.  
 
78   Summer 2017 IATA Season  Winter 2017/2018 IATA Season  
  AFKL  DL VS Combined  AFKL  DL VS Combined  
MXP – SFO TS [10-20] [5-10] [0-5] [20-30] [10-20] [5-10] [0-5] [10-20] 
NTS331 [10-20] [5-10] [5-10] [20-30] [5-10] [5-10] [10-20] [30-40] 
All 
passengers332 [10-20] [5-10] [5-10] [20-30] [5-10] [5-10] [10-20] [20-30] 
Source:  Form CO, pa ragraphs 651, 839, 856, 877, 893, 914, 938, 954, 994, 1008, 1024, 1053 and 
Form CO, Annex B.04., DDS data  
(397)  Indirect routes are often established in an opportunistic way by carriers and are 
modified from one IATA season to the next. Furthermore, price increa ses or 
reductions of capacity could be countered by competitors who could start 
operating on these routes more easily than on direct/direct routes, which require 
the deployment of aircraft dedicated to the O&D route.  
(398)  On all of these routes no competition c oncerns arise because either the Parties 
combined market shares are below 60% or the increment brought about by the 
Transaction is below 5% (so that no material merger- specific effect would likely 
exist). Given the low competitive constraint between indire ct services, market 
shares below 60% on routes indicate that there is already prima facie  sufficient 
competition from other carriers.  
(399)  The majority of the respondents having expressed a view considers that there will 
be sufficient competition on the indirec t/indirect overlap routes to prevent the 
Parties from raising prices in the markets for passenger air transport services after 
the Transaction.333  
(400)  In light of the above, the Commission considers that the Transaction does not 
raise any serious doubts as to i ts compatibility with the internal market under any 
possible market definition on any of the 13 indirect/indirect overlap routes. 
5.1.6. Conclusion  
(401)  In light of the above, the Commission considers that, under the O&D approach, 
the Transaction does not raise any se rious doubts as to its compatibility with the 
internal market with regard to passenger air transport services, under any 
plausible market definition.  
                                                 
331  For the Winter 2017/2018 IATA Season the NTS combined market share is [40 -50]% on the plausible 
airport -pair LIN –  SFO and [30-40]% on the plausible airport -pair LIN+MXP –  SFO and therefore 
higher than on the plausible airport pair MXP – SFO. However, the market shares are still below 60%, 
which indicates that there is already prima facie  sufficient competition from other carriers.  
332  For the Winter 2017/2018 IATA Season the overall combined market share is [30 -40]% on the 
plausible airport -pair LIN –  SFO and [30-40]% on the plausible airport -pair LIN+MXP –  SFO and 
therefore higher than on the plausible airport pair MXP –  SFO. However, the market shares are still 
below 60%, which indicates tha t there is already prima facie  sufficient competition from other carriers.  
333  Replies to eQ1 –  Questionnaire 1 for Competitors, question 26; e Q2 – Questionnaire 2 to corporate 
customers and travel agencies, question 13.  
 
79 5.2. Passenger air transport services under the airport -by-airport approach  
5.2.1. Introduction  
(402)  According to paragraph  36 of the Horizontal Merger Guidelines,334 "some 
proposed mergers would, if allowed to proceed, significantly impede effective 
competition by leaving the merged firm in a position where it would have the 
ability and incentive to make the expansion of smalle r firms and potential 
competitors more difficult or otherwise restrict the ability of rival firms to 
compete. In such a case, competitors may not, either individually or in the 
aggregate, be in a position to constrain the merged entity to such a degree that it 
would not increase prices or take other actions detrimental to competition. For 
instance, the merged entity may have such a degree of control, or influence over, 
the supply of inputs or distribution possibilities that expansion or entry by rival 
firms  may be more costly. " 
(403)  As explained in section 4.1.2 above, the Transaction entails the increase of the 
Parties’ combined slot holding at airports where their slot portfolios overlap , 
namely London Heathrow and Manchester airports .  
(404)  Accordingly, the Commiss ion will first assess whether the Transaction, by 
reinforcing the Parties' slot holding at a number of airports and granting it broader 
access to their infrastructure, gives the Parties the ability and incentive to prevent 
other air carriers from getting a ccess to airport infrastructure and therefore to the 
markets for the provision of passenger air transport services from those airports, 
preventing or reducing competition on those markets (sections 5.2.2 and 5.2.3 
below ). The Commission will then analyse t he overall effects of the Partie s’ slot 
holding position on the ability of the Parties’  rivals to compete at the relevant 
airports (section 5.2.4).  
5.2.2. Ability of the Parties to  foreclose access to the market for the provision of 
passenger air transport servic es 
5.2.2.1. Conditions for the ability to foreclose access to the market for the 
provision of passenger air transport services  
(405)  In line with its prior decisional practice, the Commission considers that, f or the 
Parties to be able to foreclose their competitors post -Transaction, the following 
conditions must be fulfilled: (i) the slots that the Parties would hold post -
Transaction represent a significant share of the airport capacity, in particular at 
peak times; (ii) the Transaction has a material impact on the Parties' slot holding 
at the airport, in particular at peak times; and (iii) the Parties’ slot holding could 
negatively affect the overall availability of slots as an input for the passenger air 
transport markets to or from the relevant airport.335  
                                                 
334  Guidelines on the assessment of h orizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 31, 5 February 2017, p. 5.  
335  See e.g. Cases M.8869 –  Ryanair/LaudaMotion, paragraph 508; M.8672 – easyJet/Certain Air Berlin 
Assets, paragraph 105; M.8633 – Lufthansa/Certain Air Berlin Assets , paragraph 182.  
 
80 (406)  In the present  case, t he combined slot holdings post -Transaction do not represent 
a significant share of the capacity of any of the airports where the Parties’ 
respective portfolios overlap. In addition, the Transaction has no material impact 
on any of the Parties’ slot  holding at any relevant a irport, as described in 
section  5.2.2.3 below. Therefore, it is not necessary to assess whether the third 
condition (i.e. the negative impact on the overall availability of slots) is fulfilled.  
(407)  In assessing whether the merged enti ty would have the ability to foreclose, the 
Commission considers whether rival firms would be likely to deploy effective and 
timely counter- strategies in case of foreclosure. In this case, the Commission 
notes that there are limited effective and timely co unter -strategies that the Parties’ 
competitors would be likely to deploy in the case of a foreclosure strategy by any 
of them. There is no possibility for an air carrier to be less reliant on access to 
airport infrastructure and very limited possibility to  sponsor the expansion of 
airport capacity or the opening of new airports.336  
(408)  In light of the above, the Commission will assess the ability of the Parties post-
Transaction to foreclose access to the markets for the provision of passenger air 
transport at th e relevant airports by taking account of the following two  factors 
together:337 (i) the share of slots held by the Parties post- Transaction at the airport 
or at substitutable airports being high, in particular at peak times and (ii) the 
increment in the Part ies' slot holding brought about by the Transaction at the 
airport or at the substitutable airports being material, in particular at peak times. 
Considering that the Parties' slot holdings at the relevant airports vary between the 
Summer and Winter IATA Seasons, the Commission will carry out separate 
assessments for each IATA Season.  
(409)  Before conducting an airport -by-airport assessment of the Parties’ ability to 
foreclose access to the markets for the provision of passenger air transport 
(section 5.2.2.3), the  Commission will detail the methodologies for determining 
the slot holding post -Transaction and the increment brought about by the 
Transaction.   
5.2.2.2. Methodologies  
(410)  A slot holding is defined as the ratio between the number of slots held by an air 
carrier (or th e air carriers that are part of the same group) at an airport and the 
total available slots at that airport (i.e. the airport runway capacity).  
(411)  Delta and AFKL have estimated their respective slot holding338 on the basis of 
AFKL’s internal slot data, while VAL estimated its slot holding through data 
                                                 
336  Without prejudice to the exceptional cases of joint ventures between an airport manager and an airline 
(see e.g. the joint venture between Lufthansa and Flughafen München GmbH, the company managing 
Munich airport).  
337  As explained in paragraph (406)  above, given that the three conditions are cumulative, there is no need 
to assess the third condition given that the first two conditions are not fulfilled.  
338  The Parties  have submitted slot holding data that captures all the slots which the parties used for their 
own operations in Winter 2017/2018 and Summer 2018. This includes remedy slots any party benefits 
from, as well as slots leased to or transferred to any of the P arties, as applicable. The data does not 
include slots leased to, transferred to, swapped out to or exchanged with another carrier (Reply of the 
Parties to RFI 4 of 28 January 2019). Nevertheless, as described in footnote 339  below, the 
 
 
81 from the slot coordinator and cross -checked against its internal data.339 The 
runway capacity is based on the information provided by Airport Coordination 
Limited, which is the slot coordinator at the relevant overla p airports.340  
(412)  The Commission has calculated two values for the Parties’ slot holding post -
Transaction: (i) their average slot holding during the opening hours of the airport, 
and (ii) their average slot holding during peak times.341 
(413)  In order to adopt a conse rvative approach, the Commission has calculated the 
Parties’ combined highest slot holding at any given hour band throughout the 
whole week (including any peak hour), which exceeds their combined average 
slot holding during peak times.  
(414)  The increment brought about by the Transaction corresponds to the difference 
between the combined slot holding post -Transaction and VAL /Delta ’s slot 
holding pre -Transaction.  
(415)  To assess the impact of the Transaction, the Commission therefore considers the 
Parties’ combined slot holding post -Transaction, as well as the increment in 
AFKL’s slot holding as a result of the Transaction.  
5.2.2.3. Airport -by-airport assessment  
(416)  As explained in section 5.2.1 above, the Commission will assess the effects of the 
Transaction on the Parties’ slot h olding in both IATA Seasons at London 
Heathrow and Manchester airports.  
                                                                                                                                                 
Commission has crosschecked the data of the Parties against the data of the slot coordinator and did 
not note any material difference in the slot holding of the Parties.   
339  Form CO, paragraph 296. The Commission has cross -checked the data on slot holding provided by the 
Parties against Airport Coordination Limited Seasonal Report information, which contains a 
breakdown of the number of slots allocated to an airline at a given airport. These reports are available 
online https://www.acl -uk.org/airport -info/ . See for instance Heathrow airport, Winter 2018/19 Start 
of Season Report  available on ACL’s website https://www.acl -uk.org/wp -
content/uploads/2018/09/LHR -W18 -Start -Of-Season -Report.pdf  . 
340  The runway capacity of LHR and MAN is available online https://www.acl -uk.org/airport -info-
details/?aid=1 , section “Capacity Declaration”.  
341  London Heathrow airport is open 24 hours with some restrictions on night flights between 23:30 and 
6:00. Similarly, Manchester airports operates on a 24 -hour basis with restrictions at night, in particular 
between 23:00 and 6:59. Given that the Parties hold some slots at both airports during the restricted 
hour bands, in order to adopt a conservative approach, the Commission will take those slots into 
account for the sake of calculating the highest slot holding.  
 
82 Table 43 - Slot holding 342 - Winter  
Airport  Average slot holding Highest slot holding 
Virgin  Delta  AFKL  Combined  Virgin  Delta  AFKL  Combined  
LHR  [0-5]% [0-5]% [0-5]% [5-10]% [10-20]% [0-5]% [0-5]% [10-20]% 
Hour band  4:00-4:59 
MAN  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% 
Hour band  10:00-10:59 
Source: Form CO, annex B.03, Slot holding data for LHR and MAN.  
(417)  In Winter 2018/2019 IATA Season, the Par ties estimate that their combined slot 
holding post -Transaction at London Heathrow would be  no more than [5-10]% on 
average at London Heathrow during the relevant airport’s opening hours, with a 
gross increment of [0-5]%. At Manchester airport, the combine d average slot 
holding would be [0 -5]% with an increment of [0-5]%. Such levels of slot holding 
indicate that the Transaction is unlikely to be problematic.  
(418)  In Winter 2018/2019 IATA Season, at London Heathrow, t he Parties’ highest slot 
holding during any specific hour band at each of the overlap airport would not 
exceed [10 -20]%. At Manchester, the highest slot holding would be [5 -10]%.   
Table 44 - Slot holding 343 - Summer 
Airport  Average slot holding  Highest slot holding  
Virgin  Delta AFKL  Combined  Virgin  Delta  AFKL  Combined  
LHR  [0-5]% [0-5]% [0-5]% [5-10]% [10-20]% [0-5]% [0-5]% [10-20]% 
Hour band  4:00 – 4:59344 
MAN  [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% [0-5]% [0-5]% [5-10]% 
Hour band  9:00 – 9:59 
Source: Form CO, annex B.03, Slot ho lding data for LHR and MAN.  
(419)  In Summer 2019 IATA Season, the Parties estimate that their combined slot 
holding post -Transaction at London Heathrow and Manchester airports would be 
no more than [5 -10]% on average during the relevant airport’s opening hours,  
with a gross increment of [0 -5]% at most. Such levels of slot holding indicate that 
the Transaction is unlikely to be problematic.  
(420)  In Summer 2019 IATA Season, t he Parties’ highest slot holding during any 
specific hour band at London Heathrow  would not exceed [10-20]%. At 
Manchester, the Parties’ combined highest slot holding during any relevant hour 
band would be [5 -10]%.  
(421)  Therefore, in both IATA Seasons, the level of the Parties’ slot holdings post -
Transaction is unlikely to give rise to serious doubts a s to its compatibility with 
                                                 
342  Rounding effects.  
343  Rounding effects.  
344  It can be noted that runway movements are limited during the hour band 4:00- 4:59. In particular, 
landing is prohibited until 4:30 (Form CO, footnote 90). The Parties therefore submit that their highest 
slot holding is actually [10-20]% during the hour band 9:00 -9:59.   
 
83 the internal market. Furthermore, the limited increment in slot holdings brought 
about by the Transaction at London Heathrow and Manchester airports is unlikely 
to have any material impact on the Parties’ slot holdings at these airports  and thus 
their ability to foreclose access to other air carriers. 
(422)  Finally, the majority of competitors having expressed a view consider  that the 
Parties would not have the ability to prevent other carriers from providing 
passenger air transport services to/from London Heathrow and Manchester 
airports.345  
5.2.2.4. Conclusion  
(423)  In light of the above, given the Parties’ combined slot holding at London 
Heathrow and Manchester airports post -Transaction during the relevant IATA 
Seasons, the Commission considers that  the Parties would likely not have the 
ability to foreclose competitors’ access to the markets for the provision of 
passenger air transport services.  
5.2.3. Incentive of the Parties to foreclose access to the markets for the provision of 
passenger air transport s ervices  
(424)  Although the Commission considers that the Parties will not have the ability to 
foreclose their competitors in either IATA Season, the Commission will briefly 
assess whether the Parties would have the incentive to foreclose access to market 
for the  provision of passenger air transport at London Heathrow and Manchester.  
(425)  A dominant carrier at a relevant airport would in principle have a strong incentive 
to pursue a foreclosure strategy, as any new service or expansion by another 
carrier would be likely to introduce or increase competition on one of the 
dominant carrier's routes. Such dominant carrier would have a greater incentive 
than any other carrier at the airport to keep slots out of reach of other carriers. The 
incentive to foreclose would also g row with the increased size of the slot portfolio 
it would control at the airport.  
(426)  The Commission notes that the presence of the Parties at London Heathrow and 
Manchester airports is limited  and they are evidently not dominant. At both 
airports, the Partie s face the competition of the oneworld alliance, which holds a 
larger slot portfolio than the Parties.346 At London Heathrow, British Airways 
operates a base of 233 aircraft and more than 50% of the slots are held by 
oneworld alliance’s members British Airwa ys and American Airlines.347  
(427)  Finally, respondents to the market investigation have not raised substantial 
concerns according to which the Parties had previously engaged or would engage 
in exclusionary practices such as "slot hoarding",348 "slot babysitting"349 or use of 
                                                 
345  Replies to eQ1 – Questionnaire 1 for Competitors, question 21.  
346 Form CO, paragraph 294.  
347  Form CO, footnote 90.  
348  "Slot hoarding" involves the operation of small  aircraft and/or low load factors in order to keep slots 
rather than lose them under the "use -it-or-lose-it" principle described in section 4.1.2.1 above.  
 
84 its "slot shuffling power".350 A minority of respondents to the market 
investigation expressed concerns about the ability of the Parties, post -Transaction, 
to engage in exclusionary practice at London Heathrow through their ability to 
share slots t hrough their joint venture. In particular, a competitor submits that the 
merged entity would have the ability to “saturate capacity at times [ the 
competitor ] would prefer to operate”.351 Nevertheless, considering the Parties’ 
limited slot holding, such a pra ctice appears unlikely  (as it would likely require 
the Parties’ to cancel or retime their own operations)  and could be countered by 
British Airways, given its strong position at London Heathrow.  
(428)  In light of the above, the Commission considers that the Par ties’ would not have 
the incentive to foreclose competitors’ access to the markets for the provision of 
passenger air transport services at London Heathrow and Manchester airports 
post-Transaction during either IATA Winter and Summer Season.  
5.2.4. Overall effec t on competition for passenger air transport services  
(429)  Effective competition would be significantly harmed if the foreclosed air carriers 
played a sufficiently important role in the competitive process on the passenger 
air transport markets from and to the overlap airports. The higher the proportion 
of carriers which would be foreclosed on these markets, the more likely it would 
be that the merger would result in a significant price increase in the passenger air 
transport markets and, therefore, to significa ntly impede effective competition 
therein.  
(430)  On that basis, the Commission will assess whether the strengthening of the 
Parties’ slot holdings post -Transaction would result in less effective competition 
for passenger air transport services to or from London Heathrow and Manchester 
airports.  
(431)  The Commission notes that, when an air carrier holds a significant slot portfolio 
at a given airport while the remaining slot holding is very fragmented and slots 
are held by a large number of small air carriers, the latt er are unable to translate 
these slots into a viable alternative to dominant air carriers. However, as noted in 
section s 5.2.2 and 5.2.3 above, the Parties do not hold a slot portfolio at London 
Heathrow and Manchester airports post -Transaction  that would enable them, or 
give them the incentive, to foreclose other air carriers .  
(432)  In this respect, t he Commission notes that the Parties will continue to face strong 
competition at London Heathrow and Manchester airports. At London Heathrow 
airport, more than 70 airlines compete with the Parties.352 At Manchester airport, 
                                                                                                                                                 
349  "Slot babysitting" involves the transfer of slots to non -competing airlines, such as partner airl ines 
within an alliance before shifting them to uses that are more profitable.  
350  "Slot shuffling power" refers to the ability to move a flight to a timing close to the timing envisaged by 
a new entrant.  
351  Replies to eQ1 – Questionnaire 1 for Competitors,  question 22.  
352  Heathrow airport “Facts and figures  » https://www.heathrow.com/company/company -news -and-
information/company -information/fac ts-and-figures .   
 
85 the Parties face competition from more than 60 airlines.353 These competitors will 
likely have the ability to react to any competitive behaviour by the merged entity.  
(433)  The Commission therefore consid ers that it is unlikely that the Transaction will 
harm effective competitive on the provision of passenger air transport services at 
London Heathrow and Manchester airports, where the Parties’ slot portfolios 
overlap.  
5.2.5. Conclusion  
(434)  In light of the above, and considering in particular the Parties’ lack of ability to 
foreclose access of competitors to the markets for the provision of passenger air 
transport services at any relevant airports, the Commission concludes that, under 
the airport -by-airport approach, the Transaction does not raise serious doubts a s to 
its compatibility with the internal market with respect to the markets for 
passenger air transport to or from London Heathrow and Manchester  airports, 
under any plausible market definition.  
5.3. Cargo air transport  
5.3.1. Analytical f ramework for the assessment of air transport of cargo – Alliances and 
joint ventures  
5.3.1.1. Alliances and joint ventures  
(435)  Delta, AF, KL and Alitalia are all parties of the TATL Joint Venture, which 
covers combined passenger/cargo flights, but e xcludes cargo- only flights. This 
Joint Venture involves cargo operations at seven main hubs: Amsterdam -
Schip hol, Atlanta, Detroit, Minneapolis -St. Paul, New York -JFK, Paris -CDG and 
Rome -Fiumicino.  
(436)  Delta and Virgin Atlantic are also the two members of the DL -VS Joint Venture, 
which includes coordination on pricing, sales and capacity in respect of UK –  
North America cargo flows.  
(437)  In addition, AFKL and Delta are members of the SkyTeam Cargo alliance, which 
provides for a cooperation between participating Sky Team members in 
transporting cargo across the SkyTeam global network. The SkyTeam alliance 
offers a less integrated cooperation than the TA TL and DL -VS Joint Ventures and 
aims at developing the traffic between members by means of reciprocal 
interlining agreements.354  
(438)  For the purpose of the Decision, the market position of Delta and Virgin Atlantic 
will be analysed as being a single one on all routes covered by the DL -VS Joint 
                                                 
353  Route Development at Manchester airport, https://live -webadmin -
media.s3.amazonaws.com/media/3734/maav -0007- mag-route s-brochure -updated- web.pdf   
354  For the avoidance of doubt, the Parties submit that [details about strategic cooperation] (Form CO, 
Chapter C, footnote 6).  
 
86 Venture and the market position of AFKL and Delta will be analysed as being a 
singl e one on all routes covered by the TATL Joint Venture.355 
5.3.1.2. Methodology used to calculate market shares  
(439)  The Commission has previously accepted to take into account in its assessment 
estimated market shares based on World Air Cargo Data (“WACD”) and the 
Cargo A ccounts Settlement System (“CASS”).356 However, the Commission has 
also noted that CASS and/or WorldACD data do not reflect the entire air cargo 
markets,357 and therefore underestimate the total market sizes and overestimate 
the Parties’ market shares.358 The Pa rties also acknowledge the inherent 
limitations in the different datasets available to them with respect to the air 
transport of cargo.359  
(440)  In fact, CASS does not include sales to agents that are not registered with IATA, 
nor direct sales to end -customers, w hereas WorldACD data reflect an incomplete 
representation of the market as only sixty- six carriers provide their data to 
WorldACD.  
(441)  The Parties have submitted data based on their own estimates on the basis of 
World Air Cargo Data (“WACD”) database.360 However , the Parties have also 
compared the WACD data with alternative datasets,361 and have indicated in their 
submission, where those other data sources reinforce the position as shown by the 
WACD data or where they suggest a different competitive position.362  
(442)  For the purpose of the Decision, the Commission is of the view that the Parties’ 
best estimates on the basis of WACD data is appropriate for the assessment of the 
affected routes in this case.  
5.3.2. Horizontal overlaps  
(443)  Air France -KLM Martinair Cargo is AFKL’s air cargo division. For the air 
transport of cargo, AFKL primarily uses belly -hold space in its passenger aircraft 
or combi -aircraft (passenger planes with main deck cargo capacity) as well as six 
                                                 
355  The Parties submitted data for AFKL that included AFKL’s cargo -only freighters. Since cargo -only is 
excluded from the scope of the cooperation, the Parties combined market shares under the TATL Joint 
Venture, which covers only belly -hold cargo, are inflated.  
356  M.5440 – Lufthansa/Austrian Airlines , paragraph 283.  
357  M.5440 – Lufthansa/Austrian Airline s, paragraph 284.  
358  M.6447 – IAG/bmi , paragraph 555.  
359  Form CO, paragraph 1427.  
360  Form CO, paragraph 1427.  
361  The other datasets taken into account by the Parties are the following: the IATA Cargo Accounts 
Settlement System (“CASS”), T100 (the U.S. Depa rtment of Transport dataset) and Seabury.  
362  Form CO, paragraph 1428.  
 
87 full-freighter aircraft.363 Both Delta and Virgin Atlantic do not operate full-
freighter aircraft  and use only belly -hold space in its passenger aircraft.364  
(444)  The Transaction gives rise to fifteen affected markets with respect to air transport 
of cargo.365 The market shares of the Parties  on the affected markets in 2017 wer e 
as follows:  
Table 45 - Parties' market shares in cargo air transport  
Routes  AFKL  Delta  Virgin 
Atlantic  Combined 
EEA – North America (USA 
& Canada only)  [10-20]% [0-5]% [5-10]% [20-30]% 
North America (USA & 
Canada only) – EEA  [5-10]% [5-10]% [0-5]% [20-30]% 
Mexico – EEA  [20-30]% [0-5]% [0-5]% [20-30]% 
UK – North America (USA & 
Canada only)  [0-5]% [5-10]% [20-30]% [30-40]% 
North America (USA & 
Canada only) – UK [0-5]% [0-5]% [10-20]% [20-30]% 
UK – Mexico  [10-20]% [0-5]% [20-30]% [40-50]% 
Mexico – UK  [20-30]% [0-5]% [0-5]% [20-30]% 
EEA – Caribbean  [20-30]% [0-5]% [0-5]% [20-30]% 
Caribbean – EEA  [10-20]% [0-5]% [5-10]% [20-30]% 
EEA – Cuba  [20-30]% [0-5]% [0-5]% [30-40]% 
Cuba – EEA  [30-40]% [0-5]% [0-5]% [30-40]% 
                                                 
363  Form CO, paragraphs 1402 and 1404.  
364  Form CO, paragraphs 1405 -1406.  
365  In line with the Commission’s established geographic market definition, the Parties have provided data 
on an EE A-basis. However, in light of the respective geographic focus of the parties’ activities, the 
Parties separately provided data on a UK -only basis in order to allow the Commission to assess the 
increment brought about by Virgin Atlantic in a more meaningful  way. The Commission accepts to 
take account of this additional dataset in its assessment since even on this narrower basis, the 
Transaction does not give rise to any competition concerns.   
 
88 Routes  AFKL  Delta  Virgin 
Atlantic  Combined 
EEA – South Africa  [20-30]% [0-5]% [0-5]% [20-30]% 
South Africa – EEA  [10-20]% [0-5]% [5-10]% [20-30]% 
EEA – Nigeria  [10-20]% [0-5]% [10-20]% [30-40]% 
Nigeria – EEA  [20-30]% [0-5]% [5-10]% [30-40]% 
  Source: Form CO, paragraphs 1435 et seq .  
5.3.2.1. The Parties’ view s  
(445)  The Parties submit that their combined market shares in any of the relevant 
affected routes do not give rise to competition concerns in that they are generally 
below [30 -40]%.366  
(446)  The Parties note that, given the limited market coverage of cargo market data 
sources, the Parties’ market shares on all the affected routes are likely to be 
overestimated.367 
5.3.2.2. The Commission’s assessment  
(447)  As can be seen in Table 45 above, the Parties’ combined market share post -
Transaction will re main below [30-40]% for most of the routes and reach a t most 
around [40-50]% with small increments of below [10 -20]% and not higher than 
12% in all affected routes. The only except ion is UK -Mexico  on which the 
combined market shares will be slightly above  [40-50]% with an increment of 
[10-20]%.  
(448)  In addition, on all route s, there are several credible and well -established 
competitors capable of imposing a significant competitive constraint on the 
Parties post -Transaction , such as combination airlines (i.e. Lu fthansa, British 
Airways, American Airways), belly -hold cargo carriers (i.e. TUI, Thomas Cook), 
cargo carriers (i.e. LH Cargo, Cargolux)368 A majority of respondents to the 
market investigation confirmed the existence of alternative credible suppliers in 
                                                 
366  Form CO, paragraph 1401.  
367  Form CO, paragraph 1432.  
368  Form CO , paragraph 1401, Replies to eQ3 – Questionnaire 3 to custome r in cargo transport, 
questions  6.1, 6.2 and 6.3. The Parties submit that they are also constrained post -Transaction by 
integrators such as e.g. FedEX, UPS and DHL. However, the Parties have also submitted that they 
cannot be certain that the WACD data covers integrators such as FedEX and UPS, see Form CO, 
paragraph 1430. The Commission notes, that neither FedEX nor UPS or DHL are mentioned as 
competitors for the affected cargo flows in the data s ubmitted by the Parties.  However, to the extent 
that these integrators are operating on the affected cargo flows, the Parties’ combined market shares 
post-Transaction are overstated. The competitive analysis does not change, irrespective of whether 
integr ators are considered or not.  
 
89 the affected routes.369 As regards to the UK -Mexico flow, the Parties will remain 
under a sig nificant competitive constraint, notably from competitors such as 
CargoLogicAir’s, Panalpina and Turkish Airlines.370 This was also confirmed by 
a majority of respondents  to the market investigation having expressed a view.371 
(449)  The Parties are not close competitors, since only AFKL operates both cargo -only 
freighters and belly -hold cargo services while Delta and Virgin only provide 
belly -hold cargo services. A  majority of res pondents to the market investigation 
confirmed that neither AFKL, Delta nor  Virgin Atlantic are each other’s closest 
competitor  on any affected routes.372 
(450)  The majority of the respondents to the market investigation also indicated that 
switching between air c argo service suppliers is easy, given the limited costs and 
time frame required for a customer to switch to another cargo supplier373 and the 
fact that cargo service contracts are normally concluded for six months to one 
year and do not contain exclusivity c lauses.374 
(451)  Moreover, respondents to the market investigation having expressed a view did 
not raise any material concern as regards the effects of the Transaction in terms of 
prices or levels of services on any of the affected routes.375 
5.3.2.3. Conclusion  
(452)  In light of the above  considerations  and of all evidence available to it , the 
Commission concludes that the Transaction does not raise serious doubts as to its 
compatibility with the internal market with respect to the market for air transport 
of cargo services under any plausible market definition.  
5.4. MRO services  
(453)  AFKL, Delta and, to a limited extent only, VAL  are all active in the provision of 
maintenance, repair and overhaul (“MRO”) services.  AFKL and Delta provide 
all the four types of MRO services  (i.e. line maintena nce, heavy maintenance, 
engine maintenance and components maintenance) to third- party carriers at 
various locations. The TATL Joint Venture between AFKL and Delta does not 
cover MRO services.  
                                                 
369  Replies to eQ3 – Questionnaire 3 to customer in cargo transport, questions 6.1, 6.2 and 6.3.  
370  Form CO, paragraphs 1449 and 1461.  
371  Replies to eQ3 – Questionnaire 3 to customer in cargo transport, question 13.  
372  Replies to eQ3 – Questionnaire 3 to customer in cargo transport, questions 6.1, 6.2 and 6.3.  
373  Replies to eQ3 – Questionnaire 3 to customer in cargo transport, question 8.  
374  Replies to eQ3 – Questionnaire 3 to customer in cargo transport, question 7.  
375  Replies to eQ1 –  Questionnaire 1 for competitors, questions 25, 28 and 29; eQ3 –  Questionnaire 3 to 
customer in cargo transport, questions 12 and 13.  
 
90 (454)  VAL  is not active in heavy, engine or components maintenance and only offers 
line maintenance services to third -parties at three airports (JFK, JNB and 
LHR).376 
5.4.1. Horizontal overlaps  
(455)  In the EEA, t he Transaction does  not give rise to any horizontal overlaps with 
respect to the provision of heavy maintenance services, engin e maintenance 
services and components maintenance services.377 The Parties’ activities overlap 
at LHR airport  for the provisio n of line maintenance services  to third parties , 
however, the market for the supply of line maintenance services at LHR is not 
horiz ontally affected.  
(456)  In light of the above considerations and all evidence available to it, the 
Commission concludes that the Transaction does not raise serious doubts as to its 
compatibility with the internal market due to horizontal effects in the markets  for 
MRO services, under any plausible market definition.  
5.4.2. Vertical relationships  
(457)  The Parties are active on some vertically related markets since the provision of 
MRO services is an input for the provision of air transport services. However, 
The Transaction does not give rise to any vertically affected markets with respect 
to the provision of MRO services to third parties.  
(458)  In light of the above considerations and all evidence available to it, the 
Commission concludes that the Transaction does not raise does not raise serious 
doubts as to its compatibility with the internal market due to vertical effects in the 
market for the provision of MRO services, under any plausible market definition.  
5.4.3. Conclusion  
(459)  In light of the above considerations and all evidence available to it, the 
Commission concludes that the Transaction does not raise serious doubts as to its 
compatibility with the internal market with respect to the markets for MRO 
services, under any plausible market definition.  
5.5. Conclusion 
(460)  In light of the above considerations and all evidence available to it, the 
Commission concludes that the Transaction does not raise serious doubts as to its 
compatibility with the internal market with respect to the market s for passengers 
air transport services , under both the O&D  the airport -by-airport approach es, 
cargo air transport services and MRO services, under any plausible market 
definition . 
                                                 
376  Form CO, paragraph 1610.  
377  Form CO, paragraph 1607.  
 
91 6. CONCLUSION 
(461)  For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatibl e with the internal market and with 
the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of 
the Merger Regulation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission