AirportInfo Airline Mergers & Acquisitions July 2013 Airline Mergers & Acquisitions (M&A) In the last few years, the United States has held the lead in airline mergers and acquisitions (M&A). Airlines engage in M&A to control capacity, realize savings through economies of scale and to gain access to additional, valuable markets. As airports rely on the sustainability of airline operations, this edition will highlight how recent consolidation has affected airports. Airline Mergers and Acquisitions (M&A) Timeline and Process Impact of M&A on Mainline and Regional Fleets Market Share Flight Schedule Airline Hubs Pre- and Post-Merger Airline Operating Cost and Revenue Performance Timeline of Recent Mergers and Acquisitions (M&A) Airline Focus • United Airlines / Continental Airlines • Pinnacle Airlines / Mesaba Airlines • Skywest / Atlantic Southeast Airlines / ExpressJet Airlines 2005 2006 • Republic Airways / Shuttle America 2007 • Pinnacle Airlines / Colgan Air 2008 2009 • Delta Airlines / Northwest Airlines • US Airways / America West • Republic Airlines / Midwest Airlines • Skywest / Atlantic Southeast Airlines • Republic Airlines / Frontier Airlines 2010 • US Airways / American Airlines 2011 2012 • Southwest Airlines / AirTran Airways The last several years have seen an increase in airline consolidation in order to control capacity, realize economic savings through economies of scale and gain access to valuable markets. Spikes in input costs, such as oil, forced rationalization in the industry among both the legacy and regional carriers. From 2005 to 2012, there were 12 mergers and acquisitions. 3 Mergers and Acquisitions Process: United and Continental Airlines Example May 2010 September 2010 September 2010 November 2011 • Government Approval • Shareholders Approval • Senior Leadership Appointments • Merger Transaction Closes • Issuance of Single Operating Certificate March 2012 • Single Reservation System March 2012 • Single Frequent Flier Program April 2012 August 2012 - Current 27+ Months October 2010 • Merger Announced 18 Months August 2010 Airline Focus • Single Livery and Uniform • Union Negotiations Mergers and acquisitions are lengthy and complicated processes. United announced its intention to merge with Continental in May 2010 and did not achieve a single operating certificate for more than a-year-and-a-half. Even to this day, United continues to negotiate new agreements to bring some of its labor groups together in the merged carrier. Airports play a key role in facilitating the operational impacts of a merger while ensuring customers’ needs are being met. 4 M&A Mainline Flight Schedules by Aircraft (Pre-Merger vs. Current) Q1 2011 Q1 2013 Q3 2013 166,868 292,662 39,155 116,595 326,952 37,698 117,488 356,481 B717 B737-3/4/5 B737-6/7/8/9 B747 B757 B767 B777 B787 A320 Q1 2010 Q1 2012 3,841 33,245 8,954 11,062 9,846 69,614 3,109 42,517 11,366 13,175 68,018 64,938 Q3 2013 93,376 2,424 38,486 6,550 11,061 1,043 67,774 Q4 2012 Pre Consolidation 15,926 9,463 74,551 25,715 11,013 5,850 5,533 2,078 31,368 13,095 7,303 101,008 3,299 120,232 4,227 7,808 135,652 80,542 11,162 351,943 2,155 MD-80 E-Jet TOTAL Q3 2013 61,925 A330 Canadair CRJ Q4 2012 Airline Focus 75,871 459,530 482,702 511,667 127,275 214,565 220,714 180,374 Post Consolidation Airline mergers lead to a complex flight integration, sometimes with multiple aircraft that do not always fit the merged carrier’s business strategy. For Southwest, the merger with AirTran resulted in the acquisition of the B-717, which added complexity to Southwest’s single fleet strategy. Conversely, United’s integration with Continental resulted in the acquisition of the B-787. American’s merger with US Airways will lead to a greater fleet mix of narrow body aircraft potentially allowing for earlier retirement of its older 737 and MD80 fleets. Source: Form 41 Note: Flight schedules based on marketing airlines Pre Consolidation includes only the airline listed Post Consolidation includes both merged airlines 5 M&A Regional Flight Schedules by Aircraft (Pre-Merger vs. Current) Q2 2008 Q2 2010 Q3 2013 Q1 2010 Q1 2012 Q3 2013 188,664 306,816 218,925 7,613 6,297 43,449 25,965 6,056 26,721 29,521 4,113 15,778 114,175 3,446 17,639 28,916 24,863 9,878 118,576 28,624 20,457 31,616 148,488 3,518 115,934 30,114 21,399 26,446 166,343 18,009 1,068 12 376,728 3,779 1,172 4,688 368,705 147,114 Beechcraft Canadair CRJ Q-Series/Dash 8 E170/175/190/195 Embraer Turbo ERJ MD-80 Saab 340 ATR Other TOTAL Pre Consolidation 16,334 8,083 6,636 252,659 381,892 268,337 197,122 Q4 2012 Q4 2012 Q3 2013 25,345 115,879 31,128 37,897 167,652 29,928 40,743 117,081 8,805 117,797 193,709 356,120 Airline Focus Post Consolidation Airline mergers also lead to complexity for regional affiliates. After merging with Northwest, Delta used the dynamics of the regional airline market to make major shifts in its regional aircraft strategy resulting in the elimination of Comair and the acquisition of Pinnacle. The American/US Airways merger has the potential to be challenging as the airline wrestles with US Airways’ diverse use of regional partners and American’s historical reliance on American Eagle. Source: Form 41 Note: Flight schedules based on marketing airlines Pre Consolidation includes only the airline listed Post Consolidation includes both merged airlines 6 M&A Airlines Market Summary Domestic markets: Pre-merger – 229 destinations served Post-merger – 231 destinations served 114 overlapping destinations (+) 44 new markets acquired (-) 7 destinations cut post-merger International markets: Pre-merger – 31 destinations served Post-merger – 52 destinations served 5 overlapping destinations (+) 36 new markets acquired (-) 22 destinations cut post-merger Domestic markets: Pre-merger – 136 destinations served Post-merger – 142 destinations served 39 overlapping destinations (+) 25 new markets acquired (-) 11 destinations cut post merger International markets: Pre-merger – 4 destinations served Post-merger – 8 destinations served No overlapping destinations (+) 4 new markets acquired (-) 0 destinations cut post merger M&A allows airlines to enter new markets and strengthen pre-existing destinations but not all newly acquired destinations are profitable. In a period of high fuel expense and a focus on yields, United acquired 36 new international markets but cut 22 existing destinations in favor of utilizing resources for entrance into destinations with higher demand. Southwest’s acquisition of AirTran led to cuts in service to several cities. Source: Diio Mi Note: Market summary based on full year flight schedules and include destinations cut prior to the actual merger transaction closing date. 7 M&A Flight Schedules by Fleet and Hub Sizes Pre-Merger vs. Post-Merger- % Change Airline Focus Narrowbody Widebody Regional >50 Regional <50 20% 10.4% 10% 5.5% 4.6% 1.7% 1.0% 0% -0.3% -10% -1.4% -6.1%-6.3% -15.2% Large Medium Narrowbody 20% 0.1% Small Widebody Non-Hub Regional >50 International Regional <50 8.8% 5.5% 0.0% -5.3% -20% -40% -4.6% -9.7% -20% 0% -1.6% -5.3% -8.8% -5.6% -10.6% 1.1% 1.0% 0.0% -1.6% -3.8% -17.0% 0.0% -2.4% -8.5% -13.6% -3.8%-2.0%-5.2% -9.4% -19.8% -24.4% -28.4% -49.6% -60% Large Medium Small Non-Hub International Airlines striving for operational efficiency post-merger results in a decline of flights to various airports. Flights producing low yields and load factors are often transitioned to smaller aircrafts with the same or greater frequency. United and Delta post-merger decreased its widebody flights and replaced them with modern narrowbodies. For some small and non-hub airports, narrowbody flights and regional flights with 50 seats or less were replaced by regional aircraft with more than 50 seats. Source: Diio Mi 8 M&A Hub Review Market Share by Passengers AirTran Hub Baltimore (BWI) Orlando (MCO) Atlanta (ATL) US Airways Hub Charlotte (CLT) Philadelphia (PHL) Washington (DCA) Phoenix (PHX) AirTran share (%) Southwest Focus Cities 16 13 16 0 5 4 7 1 US Airways share (%) 90 71 43 49 3 2 3 3 1 Airline Focus Southwest share (%) Pre Merger Total (%) Current* Total (%) Dallas Love Field (DAL) Chicago Midway (MDW) Houston Hobby (HOU) Denver (DEN) Los Angeles (LAX) 55 22 0 97 88 89 19 13 71 35 16 97 93 93 26 14 73 33 15 96 93 93 25 13 American Hub American share (%) Pre Merger Total (%) Current* Total (%) Dallas (DFW) Miami (MIA) Chicago (ORD) Los Angeles (LAX) New York (JFK) 2 4 15 3 84 69 35 18 16 92 75 58 52 87 71 38 21 17 A merger transaction strengthens the passenger market share at airports operated by both airlines. Southwest’s merger acquired majority market share within its focus cities and gained new capacity in heavily competitive markets like Orlando, Denver, and Washington (DCA). There is potential for the same effect with the American and US Airways merger anticipated for later this year. Source: T100 Current*: Based on February 2013 9 United and Continental’s ORD Flight Schedules Flights by Fleet Type and Hub Sizes Airline Focus Flights to ORD Flights from ORD Pre-Merger Large Medium Small Non-Hub TOTAL Pre-Merger Large Medium Small Non-Hub TOTAL Narrowbody 133,976 14,805 5,205 327 154,313 Narrowbody 131,800 15,927 5,000 429 153,156 Widebody 15,935 180 134 16,249 Widebody 16,667 303 133 Regional 130,587 29,407 51,693 21,061 232,748 Regional 130,905 28,674 51,748 21,067 232,394 TOTAL 280,498 44,392 57,032 21,388 403,310 TOTAL 279,372 44,904 56,881 21,496 402,653 17,103 ORD Post-Merger Large Medium Small Non-Hub TOTAL Narrowbody 124,798 11,338 3,368 545 140,049 Widebody 11,719 58 104 Regional 170,996 33,543 56,680 24,657 285,876 TOTAL 307,513 44,939 60,152 25,202 437,806 CAGR Large Medium Small Non-Hub TOTAL Narrowbody -4.9% -15.9% -17.2% -2.6% -7.7% Widebody -25.8% -5.5% -43.6% Regional 23.7% 6.8% 4.7% 8.0% 7.7% TOTAL -1.4% -0.2% 3.0% 7.9% 1.3% 11,881 -26.1% Post-Merger Large Medium Small Non-Hub TOTAL Narrowbody 123,988 11,662 3,427 482 139,559 Widebody 11,576 582 144 11 12,313 Regional 170,635 32,624 57,593 24,670 285,522 TOTAL 306,199 44,868 61,164 25,163 437,394 CAGR Large Medium Small Non-Hub TOTAL Narrowbody -3.0% -14.4% -17.2% 6.0% -4.5% Widebody -16.7% 38.6% 4.1% Regional 14.2% 6.7% 5.5% 8.2% 10.8% TOTAL 4.7% 0.0% 3.7% 8.2% 4.2% -15.2% Flight consolidation from airline mergers has resulted in an increased use of regional aircraft flying to and from the small and non-hub airports. At United’s ORD hub, flights departing ORD show the upgauging to widebody aircraft at medium hubs and a downsizing of narrowbodies to regional jets at small hubs. Flights to non-hub airports grew due to the addition of regional affiliates from Continental. Source: Diio Mi 10 Delta and Northwest’s ATL Flight Schedules Flights by Fleet Type and Hub Sizes Airline Focus Flights to ATL Flights from ATL Pre-Merger Large Medium Small Non-Hub TOTAL Pre-Merger Large Medium Small Non-Hub TOTAL Narrowbody 222,941 45,046 27,521 5,302 300,810 Narrowbody 223,135 45,148 27,547 5,124 300,954 Widebody 45,465 1,674 1 47,140 Widebody 45,332 1,827 1 47,160 Regional 179,495 21,766 66,480 56,806 324,547 Regional 179,474 21,764 66,577 56,727 324,542 TOTAL 447,901 68,486 94,001 62,109 672,497 TOTAL 447,941 68,739 94,124 61,852 672,656 Post-Merger Large Medium Small Non-Hub TOTAL Narrowbody 237,145 44,512 18,403 1,784 Widebody 28,014 763 Regional 189,500 23,729 82,666 TOTAL 454,659 69,004 CAGR Large Narrowbody ATL Post-Merger Large Medium Small Non-Hub TOTAL 301,844 Narrowbody 237,096 44,370 18,407 1,775 301,648 28,777 Widebody 27,800 780 58,983 354,878 Regional 189,432 23,761 82,689 58,995 354,877 101,069 60,767 685,499 TOTAL 454,328 68,911 101,096 60,770 685,105 Medium Small Non-Hub TOTAL CAGR Large Medium Small Non-Hub TOTAL 3.1% -0.6% -18.2% -42.0% 0.2% Narrowbody 3.1% -0.9% -18.3% -41.1% 0.1% Widebody -21.5% -32.5% -21.9% Widebody -21.7% -34.7% Regional 2.7% 4.4% 11.5% 1.9% 4.6% Regional 2.7% 4.5% 11.4% 2.0% 4.6% TOTAL 0.8% 0.4% 3.7% -1.1% 1.0% TOTAL 0.7% 0.1% 3.6% -0.9% 0.9% 28,580 -22.2% Due to rising fuel expenses and a slowing economy during the Delta and Northwest merger, the airline consolidated flights and matched capacity with demand on narrowbody and regional flights at ATL. As airlines continue to chase profits, regional hubs may face additional pressure as airlines realign services following mergers to large hubs within close geographic proximity. Source: Diio Mi 11 AirportInfo Contact: Economic Affairs and Research Tel: 202-293-8500 Email: EconomicAffairs@aci-na.org www.aci-na.org July, 2013