Alaska and Virgin America Are Cleared to Merge With Minor But Unhelpful Conditions

Alaska Airlines, Government Regulation, Virgin America

Can you believe it’s been more than 7 months since I last wrote about the Alaska/Virgin America merger? Way back at the end of April, I published my interview with EVP and Chief Commercial Officer Andrew Harrison, but since then… nothing. The reason for that, of course, is that nothing had happened, at least not publicly, because the Department of Justice (DOJ) took a very close and lengthy look at the merger. After months of negotiations, there is finally a settlement.

The issue? It’s really all about the government’s favorite whipping boy as of late, American. I understand what DOJ is thinking, but unsurprisingly, I don’t draw the same conclusions. Fortunately for the airline, I (and more importantly, Alaska) consider this to be a relatively minor issue, and the merger is going to close very soon.

Alaska Virgin America Merge

Traditionally, the feds look at market concentration and use that as the basis for determining if a merger is anti-competitive or not. In this case, it was hard to see how there would be any problems. After all, Alaska and Virgin America together form the fifth largest airline; one that can become far more competitive with the Big Four, especially in the state of California, than they could on their own. And as for overlap, there was almost none. The most obvious routes like San Francisco to Seattle are already pretty competitive, and sure enough, DOJ didn’t seem to have any issues with that. No, instead, it took issue with two things, one that is smart, the other, not so much.

Smart: The assets Virgin America acquired in the American/US Airways merger
When American and US Airways merged, the feds made them divest a few things to gain approval. Of those, Virgin America picked up some slots at both Washington/National and New York/LaGuardia. Further, it snagged a couple gates at Dallas/Love Field. DOJ doesn’t take issue with the new Alaska having those assets. It does, however, want to prevent Alaska from selling or leasing them to another airline without approval. I find that to be completely fair. Now, if Alaska wants to get rid of those assets, it needs to run the transaction through DOJ. It is also expressly prohibited from transferring them to American. Ok, I get it. Then there’s the bigger issue, which makes less sense to me.

Not So Smart: The codeshare with American
While Alaska and Virgin America alone don’t present any sort of antitrust concerns, DOJ was really bothered by Alaska’s codeshare with American. The American codeshare has long been in place, and it has been strengthened lately. But Alaska’s revenue benefit has actually dropped from $225m in 2014 to only $190m in 2016. This is Alaska’s largest codeshare (the ever-shrinking Delta relationship still contributes $65m), but it’s really pretty small at about 2.5 percent of Alaska and Virgin America’s combined total revenues.

The codeshare makes a lot of sense for Alaska, because it has enabled the airline to have a larger footprint than its route network allows. It can fly people to Waco or Norfolk or Harrisburg through this codeshare. That’s fine, but what really gives Alaska the heft for its more frequent fliers are the reciprocal elite benefits. An Alaska Mileage Plan elite member can book and fly American knowing that he or she will get perks similar to (if not as good as) what will be given on an Alaska flight. That’s what really gives Alaska the presence it needs with its most important fliers.

DOJ, in its infinite wisdom, looked at this and decided not to touch the frequent flier program at all. Nor will it touch interlining. Instead it zeroed in on codesharing as the problem. But it’s not all codesharing that’s an issue. The codeshare that gets Alaska into Waco, Norfolk, and Harrisburg isn’t bad. Or in image form:

The AA AS Codeshare DOJ LIkes

The problem lies in other markets that DOJ thinks make the two airlines less likely to be competitive with each other. DOJ is wrong, but that’s the way it is. Essentially, DOJ is saying this.

Alaska, if you bring people into American’s hubs, you can then codeshare with American to take those people beyond the hub into another city and vice versa. Anything else, you’re on your own.

That means Alaska can fly someone on its own code from Seattle to, say, Baton Rouge. But it has to carry the passenger from Seattle to Dallas/Ft Worth on its own. So what’s the bad codeshare?

  • Alaska can no longer codeshare on flights American operates into Alaska hubs. (eg Miami-Seattle)
  • American can no longer codeshare on flights Alaska operates into American hubs. (eg Washington/National-Seattle)
  • American and Alaska can no longer codeshare in markets where they both fly nonstop. (eg LA-Seattle)

There’s also a specific carve-out around LA, where Alaska can’t codeshare on American flights from LA to other American hubs. Presumably DOJ thinks that this will spur Alaska to start its own flights in those markets, but it’s unlikely.

All of this added together tallies only 45 markets where the codes have to come off, but there is collateral damage. For example, since American can’t codeshare on the National-Seattle flight, that means it won’t be able to connect someone in from Norfolk (the example Alaska used). So the impact is more than 45 markets. In the end, it’s worth about a third of the total American codeshare revenue for American. That sounds like a lot, but it’s under 1 percent of total Alaska revenue.

What will this accomplish? Well, in DOJ’s rambling press release, the problem is that “the codeshare agreement, which currently allows Alaska to market American flights on over 250 routes, creates incentives for Alaska to compete less aggressively on routes both carriers serve and to forgo launching new service in competition with American. As a result of these incentives, the complaint alleges that Alaska and American often behave more like partners than competitors.”

That’s laughable. In particular, consider this. From Seattle, Alaska has started service to every one of American’s hubs save Charlotte. It also moved its Miami flight to Ft Lauderdale awhile back, so technically it no longer serves that airport, but clearly Alaska finds it worthwhile to serve American’s hubs. In fact, it’s the partnership that makes some of these flourish. I don’t know that we’d see Philly still in the network were it not for the American partnership. I also doubt we’d see up to four flights a day in Seattle-DFW as we see now.

Where I get thrown for a loop is this idea that codesharing is anti-competitive, or that it somehow encourages airlines to reduce competition. Joint ventures with antitrust immunity? Oh yeah. But codeshares don’t allow any kind of coordination. I haven’t seen any indication, especially in this case, that the codeshare has made Alaska shy away from going right up against American. (And we certainly know that hasn’t happened with Delta either.) There is consumer benefit, and that’s why these guys do it.

Fortunately, I don’t see this as a huge deal. Alaska doesn’t seem overly concerned either since it expects to recapture all but $15m to $20m of the lost revenue by selling to its own passengers instead of American’s. (They may not pay as much, but there are people to fill many of those seats.) With that, the net impact is fairly minor. I certainly questioned whether Virgin America was worth the initial purchase price. But I don’t see these givebacks being anything to cause additional concern.

I can only wonder what took DOJ so long to figure this out. Let me guess, this was “novel and complex” or something along those lines? Either way, with this hurdle cleared, Alaska wasted no time in settling that garbage private lawsuit from the firm that sues every airline for everything. Now there’s nothing stopping the merger from happening. We just need to wait for the date, and I can only imagine it’s going to come very soon.

[Further reading: Alaska’s presentation on the settlement]

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30 comments on “Alaska and Virgin America Are Cleared to Merge With Minor But Unhelpful Conditions

  1. Great piece as always.

    Question that stood out to me. Why do you feel it’s unlikely AS would not remain in SEA-PHL market absent the AA codeshare? They were in that market well in advance of the merger, their flight is of course timed for the Seattle based point of sale O&D. In the last five years they’ve filed many holes and basically now serve all top-30 MSAs so not sure why you seem to think absent AA codeshare this market would be gone.

      1. Josh G – Well, looking at the east coast routes, that one looks like it would be the most vulnerable. You see a heavier presence in Boston, New York, and Washington with multiple daily Seattle flights as well as Portland service. Baltimore stands out a bit, but that always looked to me like a Southwest defensive play with Seattle and more recently LA. I don’t know for sure that Philly wouldn’t have service if American weren’t a partner, but I feel pretty confident that Alaska couldn’t support the 737-900 it has in there today. Also, you can look at Virgin America into Philly (from different airports, of course) – that didn’t work and they walked away.

        1. True enough, but you have to remember AS didn’t start PHL until 6/11/12. By the time they would have given the initial route enough time to perform the AA-US merger had been publicly announced and was awaiting the settlement of DOJ suit prior to closing. So either way we can presume their network teams were well aware they’d be in the market with USdbaAA with several frequencies their passengers can earn/burn and travel on interline PNRs.

          What needs to be recognized is that it wasn’t until late 2012 that AS received their first -900ER, otherwise throughout 2010-11 they had hardly any fleet growth aside from a small handful of -800s. The EWR additions are recent due to the easement of slots by the FAA and otherwise they just had the SEA flights (with some seasonal adjustments).

          As you also probably know (and would agree with) while PHL is a large airport by enplanements and is a fairly large MSA, the airport has relatively low O&D share compared to Logan.

  2. One thing I wonder if I could codeshare on the legacy on AA on the legacy Virgin flights from Dallas Love Field to Las Vegas, Los Angeles, New York–LaGuardia, San Francisco, Washington–National? I am guessing that I could not code share on the DCA and maybe LAX, but it would be cool to fly AS from DAL sometimes maybe if I could bank back to my AA account since I live in Dallas but fly from DFW instead of DAL even though DAL is right down the road from my house.

    1. The agreement prohibits placing the *AA code on any AS/VX flights from DFW or DAL, so you can’t codeshare/buy those flights from But there’s nothing in the agreement to prevent AS offering AAdvantage miles/status benefits on any flights. So it will depend on direct negotiations between AS & AA as to whether those flights are included in the frequent flier exchange.

  3. “I can only wonder what took DOJ so long to figure this out. ”

    Maybe because it was a negotiation? Perhaps they started out with much more stringent restrictions and AS was able to convince them otherwise?

    “There is consumer benefit, and that’s why these guys do it.”

    are all airline decisions driven by or in the interest of the consumer!

    1. Oliver – From what I’m hearing, it was more about DOJ trying to wrap its head around how to evaluate this merger than any sort of prolonged negotiation. And the wheels turn slowly over there.

      As for the consumer benefit piece, if there was no consumer benefit to this, then Alaska wouldn’t benefit from the partnership.

  4. I never thought airlines should be permitted to codeshare in markets they both fly, so that one is fine with me. Not that anyone ever asked me….LOL

  5. Unsurprisingly your attitude towards American Airlines has taken a complete 180 degree turn since your buddy Parker took over. Before they could do nothing right, now they can do nothing wrong.

    1. Agreed. I respect Cranky and believe he is knowledgeable but he definitely had a negative attitude toward AMR pre-12/9/13 American Airlines

      1. Josh G – No question I had a negative attitude toward American before the merger, because I didn’t think they were running a very good airline. Now they’re running a much better one, but I have no problem calling the airline out when it does something stupid (like overscheduling LA this summer).

  6. With the big deal now done, when do you think Alaska will terminate its partnership with Delta?

    1. I’m assuming they will let the partnership run until the end date in the current contract, whatever date that may be. Neither AS or DL seems willing to pay a penalty for early termination.

  7. AS is the only large jet US airline that has much if any codeshares on other domestic mainline airlines’ flights; their business model in that regard was certain to be scrutinized. I find it hard to understand how either AA or AS are being picked on in the DOJ’s order. The DOJ specifically focused on markets which AA or AS/VX jointly serve or could serve and instead leaves intact the idea of beyond hub codesharing which truly does extend a carrier’s network without allowing the two carriers to “double team” the competition.

    The AS-DL is completely beyond hub codesharing as is AS’ arrangements with foreign carriers.

    The AA-AS codeshare relationship is the only one that involved codesharing on routes both currently operate (such as DFW-SEA) or will operate jointly such as VX transcons.

    The complaint from the DOJ about the merger shows that AS mgmt. was discussing with the board the possibility of pulling back on VX flights in deference to codesharing on AA. The whole reason why the DOJ focused on the AA-AS codeshare relationship is because of those statements and AA-AS/VX’ market position in the markets where the two compete.

    AA/AS can’t jointly price; if one wants to give marketing benefits such as lounge access or FF benefits to a carrier operating flights that don’t carry the other’s code, then it is hard to see why the DOJ should stop that.

    The AS-DL codeshare and relationship will very likely continue until it terminates under the originally planned schedule that was decided long before Delta started building up its west coast network. It is simply too costly to either side to terminate the agreement ahead of time and it clearly is not an issue to the DOT or DOJ.

      1. Outside of a handful of people at each airline, no one knows. Both airlines have said that there are minimum performance requirements on each side so the arrangement has to continue to produce for each side.
        Until Delta is able to get all of the gates at SEA that it wants, it is unlikely they will terminate the agreement since AS does provide feed to DL’s international flights. AS’ size in ATL and MSP are buoyed by the DL codeshares it has beyond those two hubs so AS likely has no desire to reduce its presence until it can replace the traffic which DL feeds onto AS’ flights.

    1. Tim – Yes, for those who haven’t seen it, this is paragraph Tim’s referring to (with more supporting info in the complaint):

      “Alaska’s internal planning documents demonstrate how the incentives created by
      the codeshare agreement would likely reduce competition on the routes where American and
      Virgin compete today. In analyzing the proposed merger, Alaska executives reported to the
      company’s board of directors that certain Virgin operations “would not have [the] support of the
      American partnership.” Accordingly, early during the consideration process, Alaska executives
      developed a plan that called for changes “that we think would need to be made” to Virgin’s
      service following the merger. The plan contemplated reducing or eliminating service on many of
      the routes where Virgin and American offer competing service today, including some of the most traveled routes in the country.”

      Without having any kind of information on what was actually in those docs, it’s impossible to know if DOJ is stating things accurately. I did send a note to Alaska asking for comment on this piece previously, and they tell me they’re working on a response. I will, of course, let you know when I find out more. (Depending upon what they say, it might result in a new post.)

      Further down in the complaint (you can read it at, there are a couple more mentions of specifics, but those hardly seem damning. It paints the picture of an airline weighing various options as it ponders an acquisition, as you would expect. Virgin America is a far less profitable airline than Alaska, so it might stand to reason that there would be some routes worth dropping. We don’t know any context here.

      All I can do is look at the landscape and look at previous moves in competitive markets between Alaska and American. I don’t see either airline shrinking away from the other one and becoming less competitive.

      1. Whether the DOJ is right or not, it is hard for any company to argue that they are not. It is also unlikely that AS will release anything that validates what the DOJ said. Even if AS only said that they questioned the viability of some of VX’ routes, the DOJ would have concerns. Saying that the merged AS might defer to the AA codeshare is the kind of thing that, even if AS was thinking it, should have only been said orally in the middle of the parking lot or in the bathroom late at night in hushed voices. Of course, AA paid the price for the statements that AS made, whether they were interpreted correctly or not.

        It is a given that the business model that VX used to shake up the transcon market years ago isn’t delivering any more; not only are the legacy carriers and JBLU offering comparable or better products but all of them have hub strength that the VX model does not have. There is nothing about an AS acquisition of VX that changes either of those two things.
        AS does become the largest carrier within the west coast, displacing WN which is not something that I expect any of the other players including WN to just ignore. AA is the weakest of the big 4 in the intra-west coast market and both AA and AS were counting on each other to help strengthen their networks with AA gaining a stronger north- south presence and AS gaining strength in the transcons. The sole remaining large domestic mainline codesharing arrangement was already problematic; adding in those statements just made AS’ strategic efforts a whole lot more difficult.

        The DOJ has ordered that AA and AS can’t cooperate in the areas where they both needed each other; the competitive landscape is intense and it will only grow. AA and new AS will have to compete against each other and everyone else.

  8. I am looking forward to 12:01pm EST, January 20, 2017, when I would suppose any and all regulations dealing with slots, at any and all airports in the US are rescinded. Why have slots?

    And, I am looking forward to that same time when I would suppose any and all regulations dealing with domestic code-sharing, for any and all airlines [with the exception of one, maybe someone like Cape Air, or Great Lakes, for no reason other than to toot our horns that we don’t have an unfair monopoly at work here, in the US are rescinded. Why have any limits on code-sharing?

    All those crazy DOT consumer protection regulations, “disclosure notices,” etc. can go bye-bye, and be replaced with a new 1200pm January 20, 2017 one at 14 CFR 1 saying: “Airlines may operate however they want to, without limitations, and consumers/customers/travelers’ protection is rescinded, denied, now and forever more.”

    Wishing everyone a pleasant journey, from your dissolved DOT!

  9. I’m thinking the DOJ is more concerned about the $ benefits to AA in the code share agreement than they are about the benefits to Alaska. That’s probably why they want to limit it. AA already is the largest airline in the world. No need to give them any more

  10. I have to disagree with your statement that codesharing isn’t anti-competitive. It doesn’t go as far as a joint venture, but it still does reduce competition. If an airline can sell seats to its own customers on another airline’s planes, and take a cut of the profit, they have less incentive to start their own service on that route.

  11. Why are you pro merger? We’ve seen huge reductions in competition with UA/CO, AA/US, and DL/NW. Isn’t more competition better? (though Alaska and Virgin America are smaller airlines…)

    1. You’re right that UA, AA, and DL are pretty big. But it is harder for them to drive the combined Alaska-Virgin airline out of business than Alaska and Virgin on their own.

    2. a – What we see today is healthy competition between 4 large airlines. If you combine Virgin America and Alaska, you have a fifth airline that can become more competitive with the others, especially in California. I see it as an increase in competition from what exists today.

  12. Would we anticipate seeing Alaska/Virgin creating a new codeshare agreement with another airline? United is the only one that comes to mind. But if they can’t add new American Eagle routes beyond Dallas Fort Worth and relationship with Delta is winding down, United’s hub in Denver would be attractive to getting some places in the middle of the country via United Express.

  13. I’m a day late to this one as I was flying through an AA hub yesterday. Agreed the DOJ ruling is complex but I’m not against it. Actually I think there should be restrictions on all airlines that you cannot codeshare with other domestic airlines. It does make sense that an airline would be less inclined to compete with a codeshare partner on the same route than if there was no revenue sharing agreement in place. Likewise it gives the two airlines an advantage against other airlines in that their network is effectively larger and they can use that to siphon off customers from other airlines that spent the dollars to build the route network on their own. Case in point DL in Seattle. They threw the capital at building a network out of there in direct competition of Alaska. Who benefits the most? The flying public in Seattle. It stands to reason the Seattle based flyer would benefit even more if AA were to do the same. With a codeshare they have less incentive to do so. I’d like to see Alaska stand on their own and build a large network that can really compete with the “big 4” rather than being a niche player and saw the Virgin acquisition as their step towards that. Glad to see the DOJ is forcing that hand even more.

    1. A, you are exactly right. CF missed the whole point. I find the notion of “healthy competition” via more mergers laughable when every single airline is operating at tremendous levels of profitability today. In a truly competitive environment those margins would not hold for long. We would be even worse off as consumers with this oligopolistic price gouging were it not for ULCCs introducing some level of competition into the market.

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