Delta-Northwest is a go: Justice Department

The Justice Department announced today that its Antitrust Division has found that “the proposed merger between Delta and Northwest is likely to produce substantial and credible efficiencies that will benefit U.S. consumers and is not likely to substantially lessen competition.” This clears the way for Delta and Northwest to merge officially. It was not an unexpected decision.

Justice says that the combined airline will face competition from other carriers on the “vast majority” of its nonstop routes. Furthermore, it adds, “the merger likely will result in efficiencies such as cost savings in airport operations, information technology, supply chain economics, and fleet optimization that will benefit consumers. Consumers are also likely to benefit from improved service made possible by combining under single ownership the complementary aspects of the airlines’ networks.”

I’ll reiterate what I said about the merger back when it was announced: There was no reason to block it on business or policy grounds, but the business case for merging was weak.

The Associated Press reports that the merger faces a lawsuit set to go trial next week in San Francisco. See also my previous blogging on the Delta-NWA tie-up and “merger mania 2008.”

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“Wild times”: Southwest’s Gary Kelly announces service to MSP, discusses challenges in airline industry

Southwest Airlines chairman, president, and CEO Gary Kelly announces new Southwest service to Minneapolis-St. Paul.

DALLAS — Southwest is well-positioned in tricky times for the airline industry and will launch new service to Minneapolis-St. Paul in March 2009, Southwest Airlines chief Gary Kelly said today. The Twin Cities are the first new Southwest market since 2006, and the first planned service will be nonstop to Chicago’s Midway Airport.

The announcement of expansion comes at a time when the airline industry is contracting. Southwest has been on a cautious and slow expansion track, focusing more on filling in gaps between its current cities than opening new markets. The new service comes after one of the most difficult summers for the airline industry. “It is a wild time” for us, Kelly said. “We’ve got to get our revenues per departure up. . . . Our costs have gone up. I don’t see costs going back down.” Even so, he said, “if you take out fuel, our unit costs are way below the legacy carriers.”

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Would a Northwest Chapter 11 filing help its merger case?

J. P. Morgan has updated a report assessing the liquidity and balance-sheet health of U.S. airlines, and it finds Northwest Airlines second most likely to file for reorganization under Chapter 11 bankruptcy. If you’ll recall my introduction to airline antitrust, the Justice Department looks more kindly on a merger if one of the parties is about to fail. But in answer to the above question, a potential Chapter 11 by NWA would not move its merger with Delta along because it does not meet the following conditions:

1) the allegedly failing firm would be unable to meet its financial obligations in the near future; 2) it would not be able to reorganize successfully under Chapter ll of the Bankruptcy Act; 3) it has made unsuccessful good-faith efforts to elicit reasonable alternative offers of acquisition of the assets of the failing firm that would both keep its tangible and intangible assets in the relevant market and pose a less severe danger to competition than does the proposed merger; and 4) absent the acquisition, the assets of the failing firm would exit the relevant market.

Northwest may be cash-flow-weak right now, but it’s nowhere near ready for the “failing firm” provision of the Horizontal Merger Guidelines. Nothing to see here, folks.

Airline bankruptcy ranking [Sky Talk]
BOTBS Version 2.0 [PlaneBuzz]

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Pension protection debate holds up FAA bill

The House’s version of the FAA reauthorization bill has been on the Senate floor for the past few weeks, but it’s currently stalled (although scheduled for a cloture vote today, May 6, which if passed would move it forward for consideration by the full Senate without more amendments or if lost would hold up the bill further). The major hangup in the legislation was an amendment offered by Senators Dick Durbin (D-Ill.) and Kay Bailey Hutchison (R-Tex.).

Here’s the procedural history: on April 29, Senator Jay Rockefeller (D-W.Va.) proposed a set of amendments to the House bill. Section 808, which affected required funding a new accruals under airline pension plans, was a sticking point. Current law calls for airlines to fund their defined-benefit pension plans under the assumption of 8.25 percent growth; the amendment adds to the 8.25 percent rate the requirement to fully fund their pension obligations each year.

On April 30, Durbin and Hutchison introduced an amendment to eliminate Section 808. They argued that it would have disadvantaged their home-state airlines American and Continental, which continue to offer defined-benefit plans as obligated by their contracts. (This is absolutely the right thing to do. A defined-benefit pension is nothing more than deferred compensation. To shred it in bankruptcy is like asking an employee to give back part of his paycheck.) (N.B.: All airlines offer a small defined benefit to pilots, the “b-fund,” because pilots have until now been forced to retire at sixty.) Durbin says that this new, stricter requirement in Section 808 disincentivizes airlines from offering pension benefits and that it especially rewards Delta and Northwest, who slipped out of their pension obligations in bankruptcy and handed off the liability to you and me. “It seems to me instead we encouraged companies to freeze their benefit plans,” said Durbin in remarks on the Senate floor.

Last year, Durbin said,

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“All things are lawful. . .”

“. . . wrote St. Paul, ‘but not all things are profitable.’ And so it is with the proposed merger of Delta Air Lines and Northwest Airlines.”

My new op-ed on the Delta-Northwest merger is up on American.com.

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The NWA legacy

Joke circulating among Northwest pilots: “They’re going to incorporate elements of both corporate identities in the merger. From Delta, we get ‘Delta.’ From Northwest, we get ‘Airlines.'”

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All politics is local: liveblogging the Delta-Northwest hearings

Notes: I am leaving out redundant passages, which often occur in congressional hearings. Unless something is in quotation marks, it is a paraphrase of what a speaker is saying. Editorial comments are so noted.

The antitrust task force of the House Judiciary Committee is having a hearing to assess airline competition and the proposed merger between Delta and Northwest. Representative John Conyers (D-Mich.) is presiding. His opening remarks are meant to put the discussion in context. Claims to have an open mind. “We’ve had a recent history of widespread deregulation. . . . [Since deregulation,] We’ve gone from a highly competitive structure to an oligopoly.” Lists the typical litany of airline woes. “Culture where business executives have opted frequently to, resorting to bankruptcy to avoid their labor obligations” while enriching themselves. “So we live in a time when organized labor and the idea of collective bargaining are faced with some pretty stiff barriers to organization . . . aided and abetted by an administration that usually sides with business on major issues.” Mentions income inequality, lack of health insurance, poor retirees. [What does this have to do with airline competition? -ed.]

Conyers says that the antitrust division at the Justice Department approves mergers “right and left,” claims it has not blocked or modified any merger in the last seven years. “All I’m suggesting is we need to consider where this merger will take us. I’m afraid that if [it] is approved, it will result in a cascade of other mergers — United-Continental, American-US Airways. . . . If the merger is rejected, we could end up with more airlines in bankruptcy, negating more union contracts.”

Questions to be addressed: Is there a rush to process this merger? What guarantees can we give NWA pilots that they will not be disadvantaged by merger? How will merger affect hub communities, small communities, and the flying public.

Now we get to Steve Chabot‘s (R-Ohio) opening remarks. He praises Delta’s contribution to the Cincinnati-area economy and recites the litany of financial challenges to the airline industry. “Free market principles tell us that competition is what makes markets thrive.” (He adds that Cincinnati has the highest fares in the country. [Lack of competition -ed.].) Wants to talk about “fair pricing” policies.

Now Lamar Smith (R-Texas). Delta-Northwest would be one of the world’s largest airlines but would not dominate aviation. Gets the distinction between city pairs and nonstop city pairs wrong. (More on this later.) Steve Cohen (D-Tenn.), my old congressman, says that his main concern is the NWA hub in Memphis. “We lost our free throws; we don’t want to lose our hubs.” Jim Sensenbrenner (R-Wisc.) expresses his concern over NWA’s stake in Midwest Airlines, his popular hometown carrier.

Conyers introduces Northwest CEO Douglas Steenland. [Is it just me or does he look like Dr. Z? -ed.] Then John Lewis (D-Ga.), a merger fan, introduces Delta’s Richard Anderson.

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Anderson and Steenland to hit the Hill

Delta CEO Richard Anderson and Northwest CEO Doug Steenland will be on Capitol Hill Thursday to testify before the following congressional panels:

• House Judiciary Committee, Antitrust Task Force, April 24, 10:30 a.m., Rayburn 2141.
• Senate Judiciary Committee, Subcommittee on Antitrust, Competition Policy and Consumer Rights, April 24, 2:00 p.m., Dirksen 226.

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Some random numbers on Delta-NWA

From Mike Boyd’s weekly update:

7,100+
Based on an independent Airports:USA analysis, the number of overlapping markets technically represented by the merger of Delta and Northwest, defined as city pairs where a consumer can possibly book either carrier.

14
Out of the top 100 overlapping markets, the number (other than routes connecting existing DL/NW hubs) where the combined market share of the new carrier will increase by more than 2 percentage points. The majority are under 1%.

0
As of today, the number of airports where combining Delta and Northwest will result in single-carrier monopoly service.

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Congress and the airline merger: the small-R republican remedy

Congress may usually cleave along party lines, but it often divides along local lines as well. We are seeing this bipartisan and narrow parochialism in congressmen’s response to the news of the Delta-Northwest merger. Congress is dividing along regional lines of business interest in support of or opposition to the tie-up. The dynamics of the merger mean that the headquarters’ home state is thrilled but that other states fear losses of hubs, jobs, and connections. Senator Saxby Chambliss (R-Ga.) is proud of his hometown airline: “Delta has met its challenges head on and is in a strong position to continue its service to people all over the world. The bottom line is Georgia has always been home for Delta and that is the way it should remain for many more years.” Representative John Lewis of Atlanta, on the other side of the aisle from Chambliss, was even more effusive: “This is a great step for Delta. It is a powerful combination that should help strengthen the air transportation industry in this country. . . . This merger should make it easier for people in Atlanta and around the nation to fly, and it preserves the Delta name. The Delta headquarters will remain in Atlanta, which helps protect the economy of the city during a time of recession.”

But others are not so happy. Representative Jim Oberstar (D-Minn.), the powerful chairman of the House Transportation Committee and from the state of the to-be-acquired NWA, has already come out against any mergers. Today he reiterated his opposition (“Other airlines and network carriers will not be able to withstand the potential power of the largest airline in the world; it will be a globe straddling, mega carrier.”) and pledged to use his full oversight power to question airline consolidation. Senator Amy Klobuchar (D-Minn.) sounded a populist theme in defense of NWA: “Today’s merger announcement is not just about Wall Street. It’s also about Main Street, including the best interests of our consumers, workers and local communities.” She added: “Minnesota’s economy is particularly tied to Northwest’s success,” and she promised to make sure that Minnesota retains the current facilities, jobs, and services that NWA houses there. Senator Norm Coleman (R-Minn.) was also skeptical.

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